LIMITED E-TENDER NO: REC/LAW/PARIWARTAN/ /5/43 (ONLY THROUGH E-TENDERING MODE) Invitation for Bid. For

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1 REC Limited (Formerly RURAL ELECTRIFICATION CORPORATION LIMITED) (A Government of India Enterprise) Regd Office:Core-4, SCOPE Complex, 7, Lodi Road, New Delhi Tele Fax reccorp@recl.nic.in CIN: L40101DL1969GOI LIMITED E-TENDER NO: REC/LAW/PARIWARTAN/ /5/43 (ONLY THROUGH E-TENDERING MODE) Invitation for Bid For ENGAGEMENT OF LEGAL COUNSEL FOR PARIWARTAN SCHEME OF REC Date of Release of Tender 19 th December, 2018 Last Date for Submission of Bid 31 st December, Hours (IST) Date of Opening of Bid 31 st December, 2018 at Hours (IST) Note: This bid document is issued on 'limited tender' basis and is publicized on the website for compliance purposes. Only those Law Firms who have been invited by REC for submitting the financial bid are allowed to participate in the bid. REC shall not entertain any bids received from such firms / agencies who have not been invited by REC. Regd. Office: Core-4, SCOPE Complex, 7 Lodhi Road, New Delhi Tel , Fax , Gram: RECTRIC Website:

2 IMPORTANT NOTICE TO BIDDER 1. An incomplete and/or ambiguous and/or conditional and/or late response is liable to be ignored/ summarily rejected. 2. The bidder must attest the original tender document with authorized signature and stamp as an acceptance of the TENDER terms and conditions and submit the same along with the tender response. The price should not be quoted in the same. In case of noncompliance the response is liable to be ignored/ summarily rejected. 3. The submission and opening of bids will be trough e-tendering process. Financial bid has to be submitted on-line only (no hard copy). Tender document can be downloaded from the website or from e-tender link given in RECL Website, viz, or From Govt. e- procurement portal (CPP) viz, Note: a) To participate in the E-Bid submission, it is mandatory for the bidders to have user ID & password. For this purpose, the bidder has to register itself with RECL through e- Procurement website given above. Please also note that the bidder has to obtain digital signature token for applying in the tender. In this connection, vendor may also obtain the same from Tenderwizard. The steps to be followed for the registration process are given below: 1) Go to website 2) Click the link ' Register Me' 3) Entre the detail about the bidder as per format. 4) Click 'Create Profile' 5) Bidder will get confirmation with Login-id and Password For details please refer "Bidder Help Manual for E-Bidding" attached herewith. b) Steps for application for Digital Signature from Tender Wizard are given below: 1) Download the Application Form from the website Follow the instructions as provided. 2) In case of assistance please contact the person under contact us c) To aid bidders the detailed bidder manual on submission of E-Bid is annexed to this tender document NOTE: The Bidders are advised to obtain digital signature (Level 3) and register themselves at well in advance. Please note that RECL does not own any responsibility in case any bidder(s) fail(s) to apply due to non-possession/ non-registration/ compatibility issue of Digital Signature with the application.

3 TENDER INFORMATION Tender Reference No. REC/LAW/PARIWARTAN/ /5/43 Work Item Title/ NOTICE INVITING BIDS FOR ENGAGEMENT OF LEGAL Description COUNSEL FOR PARTIWARTAN SCHEME Mode of Tendering Limited e-tendering to the selected parties Tender Release Date 19 th December, 2018 Last Bid Submission date 31 st December, Hours (IST) Date of Opening of Bid 31 st December, 2018 at Hours (IST) Price bid opening 31 st December, 2018 at Hours (IST) Price bid shall be submitted ONLINE only. Location of Bid REC Limited, (Formerly Rural Electrification Corporation submission/ Opening Limited) Core - IV, Scope Complex, Lodi Road, New Delhi , India Tender Category Services EMD Fee NIL EMD Exemption Allowed N/A Bid Validity days 90 days from Bid Opening Date Duration of Assignment For 09 months from date of award or extended period on sole discretion of REC. Address of Correspondence/ for Bid Submission: Support Team Contact Details: Sh. V.Rajeshwar, Dy.Manager (Law) REC Limited, Core-4, SCOPE Complex, 7, Lodhi Road, New Delhi Tel: vrajeshwar@recl.in cc to recpcm@recl.in E Tenderwizard: Help desk No , twhelpdesk680@gmail.com Sh. Harsh Jain , twhelpdesk948@gmail.com Sh. Sandeep , twhelpdesk592@gmail.com Sh. Krishna , twhelpdesk551@gmail.com

4 INTRODUCTION ABOUT REC REC Limited (Formerly Rural Electrification Corporation Ltd). (REC), was incorporated on July 25, 1969 under the Companies Act RECL is a Navratna Company under Ministry of Power, Government of India and is a Public Sector Enterprise with AAA rating. RECL has its Corporate Office at Core-4, SCOPE Complex, 7 Lodi Road, New Delhi , and at Annex Core-5, Scope Complex and MTNL Building, Scope Complex, New Delhi. RECL has also more than 20 Zonal / Project Offices/ Sub-Offices and presence through-out India and one Training institute viz, RECIPMT at Hyderabad. The detailed office addresses can be obtained from the RECL s web site. PARIWARTAN SCHEME: PARIWARTAN (Power Assets Revival focused Warehousing & Revitalization).With a view to preserve economic value of power-assets, which are viable, commissioned/close to commissioning and are under stress due to factors like unavailability of fuel and/or PPA, REC limited has developed a proposal to warehouse such assets. A graded approach has been proposed under which assets only with low level of PPA/ FSA tie-up and thus low potential of suitable value discovery in an auction process may be accepted under the warehousing. A target pool of 25,000 MW approximately has been identified, of which in first phase 10,000 to 12,000 MW may be fit for warehousing. The warehousing is proposed for 5 years period during which time the power demand growth would be able to absorb the power generation from such assets in this period and fuel supplies can be facilitated. Thus, a much higher economic value can be extracted from such assets benefitting the lending system and furthermore, the liquidation of such assets would be avoided thus preserving these critical sources of energy security for the country. PARIWARTAN (Power Assets Revival focused Warehousing & Revitalization), has been discussed with the Ministry of Power and has been taken up for larger stakeholder discussion and implementation. It has emerged from the discussion with various stakeholders, especially Reserve Bank of India that the purpose of the proposal would be best served if PARIWARTAN is registered as an Asset Reconstruction Company (ARC). In this context, to comply with the guidelines of Reserve Bank of India, as regards registration of ARCs with RBI, two promoters along with Rs 100 crores as capital is essential. It has been decided that REC Limited ( REC ) & Power Finance Corporation Limited ( PFC ) would be the founder promoters of the company and shall contribute the initial capital. The boards of REC and PFC have since approved infusion of Rs50 crores each as initial capital. The company is being incorporated by REC and shall apply to RBI for registration post incorporation. For incorporation of the company and registration as ARC, specialized legal support services of reputed law firm would be required for advising the structure of the ARC from an Indian law perspective, drafting of Constitutional Documents, assisting in the establishment of the Governance Structure, Incorporation of the ARC and registration with RBI, drafting of Shareholders Agreements, Constitution of the Initial Board and drafting Standard Term Sheets etc. In this regard, REC invites e-bids from selected bidders for Engagement as Legal Counsel for Pariwartan Scheme. The bidders are required to quote through online

5 mode only as per tender terms and scope of work indicated in respective the annexure-a. Format for submission of bid is specified in this tender document. 1. Terms of Reference and Scope of Work: The detail Terms of Reference and Scope of work for the engagement of Legal Counsel is enclosed as Annexure A for your perusal and reference. The scope of work is only indicative and not comprehensive. The entire work shall be completed within 09 month from the date of letter of award for the subject assignment. The period may be extended at the discretion of REC. 2. Experience of Law Firm/Team: The names and detailed experience profiles of the professional Team members to be involved in the above assignment should be furnished along with the Financial Bid mandatorily. The Team members to be deputed for the assignment should have adequate experience in dealing with stressed assets, Project Financing, Banking Laws, ARC formulation etc. 3. No conflict of interest: The bidder has to submit certificate regarding no conflict of interest regarding the assignment along with quotation. 4. Professional Fee & Expenses: You are requested to submit your quotation on lump sum basis for your professional fees, charges & expenses, etc., for the above assignment. The lump sum fees & charges mentioned above should be comprehensive and inclusive of professional fee and all other incidental expenses/out of pocket expenses, taxes/levies etc and excluding GST. 5. Payment Milestones:- The lump sum fees & charges, etc. will be paid in 6 (Six) instalments as under: -

6 Sl. No Instalments Stages of Instalments Percentage (%) of the Fees & Charges to be Paid 1. 1 st Instalment After submission of Structure Note 10% 2. 2 nd Instalment After drafting of Constitutional 20% documents & establishment of Governance Structure rd Instalment After Incorporation of the ARC and registration with RBI. 20% 4. 4 th Instalment After drafting & execution of Shareholders Agreement. 20% 5 5 th Instalment After Constitution of Initial Board 20% 6 6 th Instalment After drafting of Standard Term Sheets and its acceptance. 10% 6. It may kindly be noted that no advance will be paid for the assignment, if awarded and no other fees/charges shall be payable/admissible except the lump sum fee quoted by you and accepted by REC. 7. For evaluation purpose, the total bid price (all-inclusive except GST) will be considered. 8. REC will award the Contract to the successful Bidder, whose bid has been determined as the lowest evaluated bid excluding GST, provided further that the Bidder is determined to be qualified to perform the Contract satisfactorily. REC shall be the sole judge in this regard. Letter of award shall be issued to selected bidder by /Post pursuant to REC receiving necessary approvals from the Government. 9. The Financial bid has to be submitted ONLINE ONLY through RECL e-procurement portal at The format for Financial Bid is given in Price Bid/ Financial Bid (Annexure-B). 10. The bidder shall bear all costs associated with the preparation and submission of its bid, and RECL will in no case be responsible or liable for these costs, regardless of the conduct or the outcome of the bidding process. 11. RECL may at its sole discretion amend the Bidding Documents at any time prior to the deadline for submission of bids. 12. Any bid received by RECL after the deadline for submission of bids prescribed by the RECL will be rejected and/or may be returned unopened to the bidder. 13. RECL reserves the right to annul the bidding process at any time prior to award of Contract including rejection of any or all bids after the same have been received, without assigning any reason and without thereby incurring any liability to the affected bidder or bidders or any obligation to inform the affected bidder or bidders on the ground of RECL s action.

7 14. The selected bidder shall not, without RECL s prior written consent, disclose the Contract, or any provision thereof or the document furnished by REC to the 3rd party during the performance of the contract. 15. REC reserves its right to cancel/reject the offer without assigning any reason thereof. Yours faithfully, Encls: As above. (V. Rajeshwar) Dy. Manager (Law)

8 ANNEXURE-A SCOPE OF WORK OF LEGAL COUNSEL I. Part A - Reviewing the structure Reviewing the structure of the ARC from an Indian law perspective including: (iii) (iv) reviewing the compliance requirements applicable to an asset reconstruction company and non-banking financial companies; reviewing the minimum capital requirements, sponsor requirements, asset acquisition requirements, fee requirements and such related requirements; attending calls with REC and other stakeholders in relation to the structure of the ARC; and providing general advice in relation to the structure. II. Part B- Drafting of Constitutional Documents and assisting in the establishment of the Governance Structure Assisting REC in drafting the constitutional documents and establishing the governance structure including: (iii) (iv) drafting and finalising the memorandum of association and articles of association; drafting other statutory applications and draft submissions required for other registrations to be done by the ARC; attending calls with the REC and other stakeholders in relation to the constitutional documents and governance structure; and advising the REC in relation to other statutory requirements, if any, in relation to the governance structure of the ARC. III. Part C - Incorporation of the ARC and registration with RBI Assisting REC in incorporation of the ARC and registration with RBI: (iii) assisting in execution of all necessary documents, applications, statutory and corporate filings for incorporation of the ARC; assisting in preparing the necessary applications, documents and filings required to be filed by the ARC for registering itself with the RBI; and attending calls with the REC and other stakeholders in relation to the incorporation formalities; and

9 (iv) assisting in preparing draft correspondences and responses to queries and clarifications, if any, required by RBI. IV. Part D - Drafting of shareholders agreements (iii) (iv) (v) (vi) Assisting REC in drafting of shareholders agreements including: drafting, reviewing and negotiating the shareholders agreement/contractual documents for establishing the terms of engagement between the equity shareholders of the ARC; drafting specific enabling terms to ensure accommodation of additional shareholders in due course; drafting/ reviewing the requisite board and other corporate/internal approvals required by each proposed shareholder holder of the ARC, if required; attending calls with REC and other shareholders in relation to the shareholders agreements; advising the shareholders on the stamp duty requirements for the documents; and providing any other assistance as may be required by the shareholders for executing the shareholder agreements and other related contractual documents. V. Part E - Constitution of the Initial Board (iii) (iv) Assisting REC in the constitution of the initial board of the ARC including: assisting the shareholders in the formation of the board of the ARC; drafting various corporate authorizations required by the board and the other shareholders in relation to constituting the board; attending calls with the REC and other shareholders in relation to discussions on the constitution of the board and related formalities; and assisting the ARC in preparing the requisite statutory and corporate filings for establishing the board. VI. Part F - Standard Term Sheets Assisting in preparing the standard term sheet: assisting the ARC is drafting the standard term sheets for the issue of the securitisation receipts and pass through certificates to be issued by the ARC for investing in assets; and attending calls with the Client, and other officials of the ARC in relation to discussing and finalising the draft of the term sheets.

10 REC/LAW/PARIWARTAN/ /5 ANNEXURE-B I. DETAILS OF TEAM MEMBERS Name of Team Member, Educational Qualifications, contact details, id etc., Senior Partner: Years of Experience Brief profile (The detailed profile can be provided as attachment) Partner: Senior Associate: Associate Contd..

11 II. FINANCIAL BID S.No. Description Details 1. Name of the Firm 2. Registered Office Address 3. Address in Delhi/ NCR 4. Phone No. and Fax No. 5. address 6. Web Site Address 7. Authorised Representative Name (To be filled in by the bidder ) 8. Lumpsum Quoted Fee in Rs. (excluding GST or applicable taxes) RS. (Rupees ) 9. NOTE a b c All prices to be quoted in Indian Rupees only. The quoted fee is the lump-sum professional fee charged by Legal Counsel which is inclusive of all costs, charges & expenses but excluding GST. Bidders are required to quote Financial Bid / Price Schedule strictly as sought above. d. The quoted amount/price will remain valid till completion of the work. e. The submission of price bid would tantamount to acceptance of all the terms and conditions of the Tender Document and declare that the bidder is eligible to participate in the bidding process. Place: Date: Authorized Signatory and seal of Law Firm **************************