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Government of Tamil Nadu (Highways and Minor Por ts Depar tment )

REQUEST FOR PROPOSAL

For empanelment of Chartered Accountants to be appointed as Statutory Auditors / Additional Auditors / Concurrent Auditors of M/s. Chennai Outer Ring Road Private Limited, the Concessionaire for Chennai Outer Ring Road Project (DBFOT on annuity basis) – Phase I

March 2010

Government of Tamil Nadu Highways and Minor Por ts Depar tment

Secretar iat , Chennai – 600 009

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Tamil Nadu Road Development Company Ltd. (TNRDC)

(ON BEHALF OF GOVT OF TAMILNADU, HIGHWAYS AND MINOR PORTS DEPARTMENT)

INVITATION FOR PROPOSALS

Tender No: TNRDC / ORR / 05 / 2010

TNRDC invites proposals for empanelment of Chartered Accountants (Bidders) to be appointed as Statutory Auditors/ Additional Auditors/ Concurrent Auditors of M/s Chennai Outer Ring Road Private Limited, the Concessioner for Chennai Outer Ring Road Project, Chennai, Tamil Nadu, India on Design, Build, Finance, Operate and Transfer (DBFOT) on Annuity basis Phase - I Government of Tamil Nadu (GOTN), had entered into a concession agreement with M/s. Chennai Outer Ring Road Private Limited (Concessionaire), a company incorporated under the provisions of the Companies Act, 1956 (Central Act 1 of 1956) on (DBFOT on Annuity basis) – Phase I. Now M/s Tamil Nadu Road Development Company Limited (TNRDC) as a Managing Associate of GoTN, and on behalf of Government of Tamil Nadu (GOTN) seeks to invite Proposals from Chartered Accountants firm to be appointed as Statutory Auditors/ Additional Auditors/Concurrent Auditors for the Concessionaire. Accordingly, TNRDC invites offers from all the firms of Chartered Accountants, fulfilling the following eligibility criteria.

I. The bidder (bidding firm) should have an office in the State of Tamil Nadu or in an adjacent

State with at least 2 (two) practicing Chartered Accountant on its roll in such State.

II. The bidding firm or any of its partners should not have been disqualified or black-listed by the Comptroller and Auditor General of India or GoTN.

III. The bidding firms must also meet the following minimum eligibility criteria:

SI. No Particulars Minimum

Criteria

1

Number of practicing Chartered Accountants on the roll of the firm, each having minimum professional experience of ten (10) years in the profession [As per the Constitution Certificate issued by Institute of Chartered Accountants of India (ICAI) as on 1.1.2010]

5

2 Number of statutory audit of the annual accounts of limited companies registered under the Companies Act, 1956, conducted by the firm.

100

3 Out of (2) above, number of statutory audit of the annual accounts of the public sector undertakings, registered under the Companies Act, 1956, conducted by the firm.

10

Any bidding firm not fulfilling any one of the eligible criteria mentioned in (I), (II) and (Ill) above, will not be qualified and they need not apply. If such non- qualified firm submits the proposal, their proposal will be summarily rejected.

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Interested firms meeting the eligibility criteria shall be required to submit a statement of their capability including the bio-data of all the practicing CAs on its rolls. In particular, each firm shall be required to furnish year- wise statutory information relating to the names of all the companies with an annual turnover exceeding Rs. 100,00,00,000/- (Rs. one hundred crore) whose annual accounts were audited by such firm in any of the preceding 5 (five) Accounting Years i.e. Financial Year 2004-05 to 2008-09 For more details, the bidder to refer to the Request for proposal uploaded in TNRDC’s website www.tnrdc.com “Request for Proposal” (RFP) document can be obtained between 10.00 hrs and 17.00 hrs on all working days from 17.03.2010 to 16.04.2010 at the address for communication mentioned below on payment of fee INR 5,000/- (Rupees Five Thousand Only) by way of a crossed demand draft (non-refundable) drawn in favour of M/s. Tamil Nadu Road Development Company Ltd., payable on any scheduled bank in Chennai. Alternatively the RFP document can also be downloaded from www.tnrdc.com and in such cases, the bidders will be required to pay the non-refundable fee as mentioned above, along with the submission of proposals. Tender document not accompanied with the document price of Rs 5,000/- will be summarily rejected, and the documents will be returned without evaluation as ‘non-responsive bid’ Sealed proposals should reach at the following address not later than 15.00 hrs on 19.04.2010 and the same will be opened on 19.04.2010 at 15.30 hrs at the following address:- Address for communication Senior Vice President (Finance & Accounts) Tamil Nadu Road Development Company Ltd. Regd. Office : Sindur Panthion Plaza, 2nd Floor, No. 346, Pantheon Road, Egmore, Chennai – 600 008, Tamilnadu, India. Phone : +91-44-2819 4800 / 4900 Fax No. +91-44-2819 5800 E.Mail: office@tnrdc.com Web Site: www.tnrdc.com

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T A B L E O F C O N T E N T S

S I N O C O N T E N T S P A G E N O

1 S C H E D U L E O F B I D D I N G P R O C E S S 5

2 D I S C L A I M E R 6

3 S E C T I O N 1 : B A C K G R O U N D 7

4 S E C T I O N 2 : A U D I T A S S I G N M E N T S 9

5 S E C T I O N 3 : E L I G I B I L I T Y C R I T E R I A 1 0

6 S E C T I O N 4 : C R I T E R I A F O R E V A L U A T I O N 1 2

7 S E C T I O N 5 : B I D D I N G P R O C E S S 1 4

A P P E N D I C E S

1 C O V E R I N G L E T T E R 1 9

2 D E T A I L S O F T H E B I D D E R 2 0

3 S T A T E M E N T O F C A P A B I L I T Y 2 2

4 D E T A I L S O F P A R T N E R S A N D O T H E R C H A R T E R E D A C C O U N T A N T S W I T H T H E B I D D E R 2 4

5 D E T A I L S O F S T A T U T O R Y A U D I T O F C O M P A N I E S W I T H A M I N I M U M T U R N O V E R O F R S . 1 0 0 C R O R E S

2 5

6 T E R M S O F R E F E R E N C E 2 6

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SCHEDULE OF BIDDING PROCESS

S. NO. EVENT DESCRIPTION DATE

1 ISSUE OF RFP TO APPLICANTS FROM 17TH MARCH 2010 TO 16TH APRIL 2010

2 LAST DATE OF RECEIVING QUERIES 15:30 HRS,

17TH APRIL 2010

3 LAST DATE OF RECEIVING QUERIES, IN CASE THE QUERIES TO BE ANSWERED IN PRE-BID

26TH MARCH 2010

4 PRE-BID CONFERENCE 29TH MARCH 2010

5 LAST DATE FOR SUBMISSION OF PROPOSALS

15:00 HRS,

19TH APRIL 2010

6 DATE FOR OPENING OF TECHNICAL PROPOSALS

15:30 HRS,

19TH APRIL 2010

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DISCLAIMER

This Request for Proposal (RFP) is issued by Tamil Nadu Road Development Company Ltd (TNRDC) on behalf of Government of Tamil Nadu, Highways and Minor Ports Department (GOTN, HD). GOTN, HD has appointed TNRDC as Managing Associate to assist the former in performing its roles and responsibilities during the period of bid process, Development Period and Construction Period. However, GOTN, HD would normally be the signatory for all legal documents. The appointment of Statutory Auditors will be done by the Concessionaire out of a mutually agreed panel of chartered accountants prepared by GOTN. This Request for Proposal is not an agreement and is not an offer or invitation by GOTN or TNRDC’s representative/s to any other party. The purpose of this Request for Proposal is to provide interested parties with information to assist the formulation of their proposal. Whilst the information in this RFP has been prepared in good faith, it is not and does not purport to be comprehensive or to have been independently verified. Neither TNRDC / GOTN, HD, nor any of its officers or employees, nor any of their advisers nor consultants accept any liability or responsibility for the accuracy, reasonableness or completeness of, or for any errors, omissions or misstatements, negligent or otherwise, relating to the proposed Road Project, or make any representation or warranty, express or implied, with respect to the information contained in this RFP or on which this RFP is based or with respect to any written or oral information made or to be made available to any of the recipients or their professional advisers and, so far as permitted by law and except in the case of fraudulent misrepresentation by the party concerned, any liability therefore is hereby expressly disclaimed. The information contained in this RFP is selective and is subject to updating, expansion, revision and amendments, It does not, and does not purport to, contain all the information that a recipient may require. Neither TNRDC / GOTN, HD nor any of its officers, employees nor any of its advisors nor consultants undertake to provide any recipient with access to any additional information or to update the information in this RFP or to correct any inaccuracies therein which may become apparent. Each recipient must conduct its own analysis of the information contained in this RFP or to correct any inaccuracies and the bidder is advised to carry out its own investigation of the proposal, the legislative and regulatory regime which applies thereto and all matters pertinent to the proposal and to seek its own professional advice on the legal, financial, regulatory and taxation consequences of entering into any agreement or arrangement relating to the proposal. This RFP includes certain statements, information, data, estimates, projections, targets and forecasts etc., with respect to the Project, Concession Agreement, Concessionaire etc. GOTN and TNRDC’s role and also about the Concessionaire to the extent of information available in good faith of reliability of such information. Such statements, information, data, estimates, projections, targets and forecasts reflect various assumptions made by all concerned including the officers and employees of TNRDC I GOTN, HD, which assumptions (and the base information on which they are made) may or may not prove to be correct. No representation or warranty is given as to the reasonableness of forecasts or the assumptions on which they may be based and nothing in this RFP is, or should be relied on as, a promise, representation or warranty and TNRDC’s / GOTN,HD representatives, their employees and others involved in this Request for Proposal shall incur no liability nor own any responsibility under any law, statue, rules or regulations as to the accuracy, reliability or completeness of this Request for Proposal.

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REQUEST FOR PROPOSAL (RFP) INFORMATION TO THE CHARTERED ACCOUNTANTS (BIDDERS) M/s. Tamil Nadu Road Development Company Ltd., (TNRDC) on behalf of the Government of Tamil Nadu (GOTN), seeks to invite Proposals from Chartered Accountants who meet the eligibility criteria for empanelment of Chartered Accountants to be appointed as Statutory Auditors / Additional Auditors / Concurrent Auditors of M/s. Chennai Outer Ring Road Private Limited, the Concessionaire for Chennai Outer Ring Road Project (DBFOT on annuity basis) – Phase I

The details about the background, auditees, scope of works, terms of reference, minimum eligibility criteria, evaluation criteria, selection of Chartered Accountants for empanelment, bidding process etc., are given in the following paragraphs. Section 1 - Background (A) General:

(1) Government of Tamil Nadu (GOTN) decided to implement a project envisaging construction, operation, maintenance and transfer of Outer Ring Road, Chennai (six-lanes plus two service lanes, total length approximately 29.65 km) (hereinafter called ‘Outer Ring Road Project — Phase I or Project”) with private sector participation on Design Build Finance Operate and Transfer on Annuity basis (“DBFOT Annuity”) at an initially estimated cost of Rs.864.22 Crores.

(2) GOTN has appointed M/s. Tamil Nadu Road Development Company Limited, (TNRDC), Chennai as its ‘Managing Associate” to assist GOTN and function on behalf of GOTN to perform its roles and responsibilities during the Bid Process, Development Period, Construction Period etc. TNRDC will assist GOTN on its behalf, to achieve successful execution of the project in coordination with the Concessionaire, Independent Engineer, Government Instrumentality, Agencies etc.

(3) Accordingly, TNRDC invited proposals from interested parties, by its Request For Proposal document dated 5th March 2009, for construction, operation and maintenance of the above referred Outer Ring Road Project- Phase I, on DBFOT Annuity basis, wherein TNRDC had prescribed the technical and commercial terms and conditions for the bidders for undertaking the Project.

(4) Pursuant to the RFP, TNRDC received proposals from various bidders, including, inter alia, the Consortium comprising of Mfs.GMR Infrastructure Limited, M/s.GMR Energy Limited and M/s. NAPC Limited (referred to collectively ‘Consortium’) with M/s.GMR Infrastructure Limited as its Lead Member.

(5) After evaluation of the bids received and after due approval of the GOTN, TNRDC had accepted the bid of the Consortium and issued its letter of award No. TNRDC/0585/09 dated 21st October 2009 (hereinafter called “LOA”) to the Consortium requiring, inter-alia, the execution of the Concession Agreement within 45 (forty five) days of the date of issue thereof.

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(6) The Consortium had promoted and incorporated the MIs. GMR Chennai Outer Ring Road Private Limited, a company incorporated under the provisions of the Companies Act, 1956 (Central Act 1 of 1956) and at present has its Registered Office at 25/1, Skip House, Museum Road, Bangalore - 560 025. Karanataka, India, (hereinafter referred to as the “Concessionaire”) as a limited liability company under the Companies Act, 1956 (Central Act 1 of 1956).

(7) By its letter No.GIL/BD/PJ/09-10/089 dated 27th October 2009, the Concessionaire has also joined in with the request of the Consortium to the GOTN to accept Concessionaire as the entity which shall undertake and perform the obligations and exercise the rights of the Consortium under the LOA, including the obligation to enter into the Concession Agreement pursuant to the LOA for executing the Project.

(8) GOTN agreed to the said request of the Consortium and the Concessionaire, and accordingly, after due approvals, entered into a Concession Agreement with the Concessionaire on 5th December 2009, for execution of the Project on DBFOT Annuity basis, subject to and on the terms and conditions as set forth in the Concession Agreement and other documents related thereto.

(9) TNRDC as the Managing Associate of the GOTN and on behalf of GOTN, intends to invite ‘Request for Proposal’ (hereinafter referred as RFP or Proposal) from eligible Chartered Accountant Firms for empanelment so as to prepare a panel of eligible firms of Chartered Accountants to be considered for appointment as Statutory Auditors / Additional Auditors / Concurrent Auditors.

(B) Brief description of the Bidding Process:

(1) TNRDC intends to follow a single step bidding process leading to the empanelment of the Statutory Auditor/Additional Auditor/Concurrent Auditor for the Concessionaire / Projects. This would include evaluation of the “Proposal”

(2) In respect of the eligible firms of Chartered Accountants, meeting the minimum eligible criterions (Bidders), TNRDC would evaluate the Proposal. For the purpose of the Evaluation of the Proposal, TNRDC would open the Proposal and compute the Total Score as detailed in Section 4 of the RFP. Any Proposal not as per the requirements will be rejected.

(3) Based on the highest Total Score secured by the eligible firms, having their principal (registered) office in India, TNRDC will prepare a list of 10 (ten) firms unless otherwise decided by TNRDC in consultation with GOTN and include their name in the draft Panel of Chartered Accountants. After consulting the Concessionaire, a mutually agreed Panel of Chartered Accountants consisting of 10 (ten) firms or such number of firms as may be decided will be finalized

(4) From the mutually finalised Panel, the Concessionaire shall appoint one or more Statutory Auditor. If required GOTN, at its discretion, may appoint Additional Auditors/Concurrent Auditors.

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Section 2 — Audit Assignments:

(A) Statutory Auditors:

(1) From the mutually agreed Panel of 10 (ten) Chartered Accountants, the Concessionaire has to appoint Statutory Auditors and continue to have Statutory Auditors, during the subsistence of the Concession Agreement. In case of any refusal of accepting the appointment or found to be disqualified subsequent to selection of any firm, TNRDC reserves the right to choose any other Auditor from the panel.

(2) Before appointing the Statutory Auditors, the Concessionaire may in its absolute discretion, invite financial proposal from the said panel of Chartered Accountants.

(3) The auditors appointed as Statutory Auditors have to conduct the statutory audit of the Concessionaire and furnish the Audit Reports and discharge their duties in accordance with the Companies Act, 1956 while complying with host of statutes, enactments, guidelines, accounting and auditing standards etc., as is expected from any Chartered Accountants firm, carrying out the mandate of statutory audit.

(4) The assignment for the Statutory Auditor as per Concession Agreement inter-alia includes following:

Audit and Report on the accounts of the Concessionaire as per the provisions of the Companies Act, 1956.

Audit and certification of various project specific information, claims, data, cost, expenditure, statements etc., as provided in the Concession Agreement;

Providing any other related information as may be reasonably required by GoTN or the lenders to the project.

The detailed Terms of Reference for the Assignment is enclosed as Appendix 6.

(B) Additional Auditors / Concurrent Auditors:

In addition to the Statutory Auditors appointed by the Concessionaire, from the mutually agreed Panel of Chartered Accountants, GOTN may, at any time and in its absolute discretion but not an obligation, appoint another firm/s to act as “Additional Auditors” or ‘Concurrent Auditors”. GOTN may required such Chartered Accountant firm to audit and verify all those matters, expenses, costs, realizations and things which the Statutory Auditors are required to do, undertake or certify pursuant to the Concession Agreement. The cost of such audit will be borne by the GOTN. (C) New Panel of Auditors once in 5 years: As per the Concession Agreement, after completion of every five (5) years from the date of preparing the mutually agreed Panel of Chartered Accountants, or such earlier period as may be mutually agreed between GOTN and the Concessionaire, a new panel of Chartered Accountants will again be prepare adhering to the provisions of the Concession Agreement.

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(D) Termination of the Statutory Auditors: The Concessionaire may terminate the appointment of its Statutory Auditors after a notice of 45 (forty five) days to GOTN, subject to the replacement of Statutory Auditors being appointed from the Panel of Chartered Accountants. . Section 3 — Eligibility Criteria (A) Minimum Eligibility Criteria for Bidders

IV. The bidder (bidding firm) should have an office in the State of Tamil Nadu or in an adjacent State with at least 2 (two) practicing Chartered Accountant on its roll in such State.

V. The bidding firm or any of its partners should not have been disqualified or black-

listed by the Comptroller and Auditor General of India or GoTN.

VI. The bidding firms must also meet the following minimum eligibility criteria:

SI. No Particulars Minimum

Criteria

1

Number of practicing Chartered Accountants on the roll of the firm, each having minimum professional experience of ten (10) years in the profession [As per the Constitution Certificate issued by Institute of Chartered Accountants of India (ICAI) as on 1.1.2010]

5

2 Number of statutory audit of the annual accounts of limited companies registered under the Companies Act, 1956, conducted by the firm. 100

3 Out of (2) above, number of statutory audit of the annual accounts of the public sector undertakings, registered under the Companies Act, 1956, conducted by the firm.

10

Any bidding firm not fulfilling any one of the eligible criteria mentioned in (I), (II) and (Ill) above, will not be qualified and they need not apply. If such non- qualified firm submits the proposal, their proposal will be summarily rejected. (B) Documents to be submitted supporting the Eligibility Criteria: Following documents along with relevant support documents must be submitted by the bidder / bidding firm:

(i) Details of Bidding firm as per the format given in Appendix 2 along with the following supporting documents; (a) Self attested copy of Certificate of Registration with ICAl (b) Self attested copy of Constitution Certificate issued by ICAl as on 1.1.2010.

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Various details furnished by the bidder should match with the Constitution Certificate issued by the ICAI, not later than 1st January, 2010. In case of any deviation, the Proposal will not be considered.

(ii) Statement of Capability of the Bidder as per format given in Appendix 3, furnishing:

(a) Details of Statutory Audit of Limited Companies conducted indicating the years for which the firm has carried out the Statutory Audit (including public sector undertakings)

(b) Details of Statutory Audit of Public Sector Undertakings conducted, included in the list (a) above indicating the years for which the firm has carried out the Statutory Audit

(iii) Details of the Partners practicing on the rolls and other Chartered Accountants (CAs) working with the firm, as per format given in Appendix,4 furnishing: (a) Brief Details of the Partners including their experience in Audit along with the Bio data of each partner (b) Brief Details of the Chartered Accountants (CAs) working with the firm along with brief background of their experience in Audits along with the Bio data of each CA

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Section 4 - CRITERIA FOR EVALUATION:

(A) Proposal Evaluation

(i) Chartered Accountant firms meeting the minimum eligibility criteria should submit a statement of their capability as per Appendix 3 and the Bio data of all the practicing Chartered Accountants on its rolls and other Chartered Accountants working with them as per Appendix 4, as set out in Section 3 above.

(ii) Such firm shall also submit year- wise statutory information relating to the names of all the companies with an annual turnover exceeding Rs. 100,00,00,000/- (Rs. one hundred crore) whose annual accounts were audited by such firm in any of the preceding 5 (five) Accounting Years i.e. Financial Year 2004-05 to 2008-09 as per the format given in Appendix 5. In case the Accounting year of an auditee company is other than Financial year, the same may mentioned clearly.

(B) Selection of Eligible Firms for Empanelment:

(i) The information furnished by each firm will be scrutinized and evaluated by TNRDC and 1 (one) point shall be awarded for each annual audit of the companies specified in Paragraph (A)(ii) above.

(ii) For the avoidance of doubt, it is clarified that a firm which has conducted audit of the annual accounts of any such company for five years will be awarded 5 (five) points and the Total Score for the firm will be computed.

(iii) The Total Score of any Bidder would be an arithmetic sum of the scores obtained by the Bidder in respect of the parameters stated

(iv) Based on the Total Score secured by the bidding firms, TNRDC will prepare a list of all the eligible firms along with the points scored by each such firm. Out of the list 10 (ten) firms scoring the highest points will be identified and included in the draft Panel of Chartered Accountants.

(C) Consultation with the Concessionaire

(i) TNRDC will convey the details of the aforesaid panel of firms to the Concessionaire for its scrutiny and comments, if any.

(ii) The Concessionaire is entitled to scrutinize the relevant records so as to ascertain whether the selection of firms has been undertaken in accordance with the prescribed procedure as set out in the Concession Agreement.

(iii) The Concessionaire shall send its comments, if any, to TNRDC within 15 (fifteen) days of receiving the aforesaid panel.

(D) Mutually agreed panel

TNRDC will, after considering all relevant factors including the comments, if any, of the Concessionaire, finalize and constitute a panel of 10 (ten) firms which shall be deemed to be the mutually agreed Panel of Chartered Accountants.

Proof of Experience :-

TNRDC, may at its sole discretion, request CA firms, provisionally selected for empanelment to furnish such documentary evidences or proofs as may be required.

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In addition to this, they may be required to submit self attested xerox copies of relevant pages of annual accounts containing the Profit and Loss Account and revenue statement/s, showing the annual turnover of the respective companies for each 5 (five) Accounting Years/ Financial Years, which is furnished in Appendix 5 to this RFP.

(E) Appointment of Statutory Auditors:

From the mutually agreed panel, the Concessionaire shall choose a firm of its choice and appoint such selected firm as its Statutory Auditors as detailed in Section 2 (A) above. All fees and expenses of the Statutory Auditors shall be borne by the Concessionaire.

(F) Appointment of Additional Auditors l Concurrent Auditors:

From the mutually agreed panel, GOTN may appoint Additional Auditors / Concurrent Auditors as detailed in Section 2 (B) above

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Section 5 - Bidding Process:

(A) General

(1) Scope of Request for Proposal

On behalf of GOTN, TNRDC wishes to receive Proposals from the experienced and eligible Bidders who fulfill the minimum eligible criterion as detailed in Section 3, i.e., Minimum Eligibility Criteria.

(2) Bid Preparation Cost

The Bidder shall be responsible for all of the costs associated with the preparation of its Proposals and its participation in the bidding process. TNRDC/GOTN will not be responsible or in any way liable for such costs, regardless of the conduct or outcome of the bidding process.

(3) Bidders’ responsibility

(a) It would be deemed that by submitting the Proposals, Bidder has: (i) made a complete and careful examination of the Request for Proposal and (ii) received all relevant information requested from TNRDC.

(b) TNRDC/GOTN shall not be liable for any mistake or error on the part of the Bidder in respect of the above.

(4) TNRDC’s Right to Accept or Reject Bid

a) Notwithstanding anything contained in this Request for Proposal, TNRDC reserves the right to accept or reject any Proposal and to annul the evaluation process and reject all proposals, at any time without any liability or any obligation for such acceptance, rejection or annulment, without assigning any reasons.

b) TNRDC reserves the right to invite revised Proposals from Bidders with or without amendment of the Request for Proposal at any stage, without liability or any obligation for such invitation and without assigning any reasons.

c) TNRDC reserves the right to reject any proposal if:

(i) at any time, any material misrepresentation is made or uncovered, or

(ii) the Bidder does not respond promptly and thoroughly to requests for supplemental information required for the evaluation of Proposal.

Above situations would lead to the disqualification of the Bidder.

(B) Documents

(1) (a) Contents of Request for Proposals

The Document comprises the contents as mentioned in this document and would additionally include addenda if any, issued in accordance with Clause (B)(2) and Clause (C) (3) mentioned below.

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(b) RFP Documents

Interested Bidders may download the RFP documents from the website of TNRDC, viz., www.tnrdc.com (OR)

“Request for Proposal” (RFP) document can be obtained between 10.00 hrs and 17.00 hrs on all working days from 17.03.2010 to 16.04.2010 at the address for communication mentioned below on payment of fee INR 5,000/- (Rupees Five Thousand Only) by way of a crossed demand draft (non-refundable) drawn in favour of M/s. Tamil Nadu Road Development Company Ltd., payable on any scheduled bank in Chennai. Alternatively the RFP document can also be downloaded from www.tnrdc.com and in such cases, the bidders will be required to pay the non-refundable fee as mentioned above, along with the submission of proposals. Tender document not accompanied with the document price of Rs 5,000/- will be summarily rejected, and the documents will be returned without evaluation as ‘non-responsive bid’ (2) Amendment of Request for Proposals

a) At any time prior to the deadline for submission of proposal, TNRDC may, for any reason, whether at its own initiative or in response to clarifications requested by a Bidder modify the Request for Proposals by the issuance of Addenda.

b) Any Addendum thus issued will be sent in writing to all the Bidders who have participated pre-bid meeting, if any, and/or will be uploaded in TNRDC’s web site and they will be binding on all bidders. Bidders shall promptly acknowledge the receipt thereof to TNRDC.

(C) Preparation and Submission of Proposals

(1) Language

The Proposal and all related correspondence and documents should be written in the English language. Supporting documents and printed literature furnished by Bidder with the Bid may be in any other language provided that they are accompanied by appropriate translations of the pertinent passages in the English language. Supporting documents, which are not translated into English, may not be considered. For the purpose of interpretation and evaluation of the Bid, the English language translation shall prevail.

(2) Currency The currency for the purpose of the Proposal shall be the Indian Rupee (INR). (3) Issue of Addenda

a) TNRDC may issue an Addenda in writing to all those who have raised the queries and intends to submit the Request for Proposals on the issues pertaining to the Terms of Reference and Request for Proposal at any time before the Due Date.

b) In order to afford the Bidders a reasonable time in which to take an Addendum into account, or for any other reason, TNRDC may, at its own discretion, extend the Due Date.

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c) Bidders may note that TNRDC will not entertain any deviations to the Request for Proposal at the time of submission or thereafter. The Proposal to be submitted by the Bidders will be unconditional and unqualified and the Bidders would be deemed to have accepted the terms and conditions of the Request for Proposal with all its contents. Any conditional proposal shall be regarded as non-responsive and would be liable for rejection, without any notice to the Bidder

(4) Format and Signing of Bid

(a) Bidders would provide all the information as per this Request for Proposal and in the specified formats. TNRDC reserves the right to reject any proposal that is not in the specified formats.

(b) The proposal should include:

a. Covering Letter as per the format in Appendix 1

b. Details of Bidder as per the format given in Appendix 2

c. Statement of Capability as per the format given in Appendix 3

d. Bio data of all the Chartered Accountants of the firm as per format given in Appendix 4

e. Year- wise information relating to the names of all companies with an annual turnover exceeding Rs. 100,00,00,000/- (Rs. one hundred crores) whose annual accounts were audited by such firm in any of the preceding 5 (five) Accounting Years, as per the format given in Appendix 5

(c) The Bidder shall prepare only one ‘original’ proposal as described in Clause (5) (b) above. If the proposal consists of more than one volume, Bidder must clearly number the volumes and provide an indexed table of contents:

(d) The proposal shall be typed or printed and the Authorized Signatory of Bidder shall initial each page. All the alterations, omissions, additions, or any other amendments made to the proposal shall be initialed by the person(s) signing the Bid.

(5) Sealing and Marking of Proposal

(a) The Bidder shall seal the proposal in an envelope, duly marking the envelope as “Request for Proposal”.

(b) The envelope shall contain only original proposal. The envelope shall indicate the name and address of the Bidder.

(c) The envelopes shall clearly bear the following identification: “Proposal for empanelment of Chartered Accountants to be appointed as Statutory Auditors / Additional Auditors / Concurrent Auditors of M/s. Chennai Outer Ring Road Private Limited, the Concessionaire for Chennai Outer Ring Road Project (DBFOT on annuity basis)— Phase I

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(d) The envelope shall be addressed to: Senior Vice President (Finance and Accounts) Tamil Nadu Road Development Company Ltd., Regd Office: Sindur Panthion Plaza, 2nd Floor, No:346, Pantheon Road, Egmore Chennai — 600 008, Tamil Nadu, India Phone: 91-44-2819 4800 / 4900 Fax: 91-44-2819 5800 Email office@tnrdc.com

(e) If the envelope is not sealed and marked as instructed above, the proposal may be deemed to be non-responsive and would be liable for rejection. TNRDC shall not be responsible for the misplacement or premature opening of such proposals.

(6) Proposal Due Date

Proposal should be submitted on or before 15.00 hrs IST on 19th April 2010 (Due Date), at the address provided in Clause 6 (d) above, in the manner and form as detailed in this Request for Proposal. Proposals submitted by facsimile transmission, telex or e-mail will not be acceptable.

TNRDC, at its sole discretion, may extend the Due Date by issuing an Addendum in accordance with Clause 3 (b) above

(7) Late Proposals

Any proposal received by TNRDC after 15.00 hrs IST on the Due Date will not be accepted.

(8) Modification and Withdrawal of Proposals

The Bidder may modify or withdraw its proposal after submission, provided that written notice of the modification or withdrawal is received by TNRDC before the Due Date and time. No proposal shall be modified or withdrawn by the Bidder after the Due Date and time. The Bidder’s modification or withdrawal notice shall be prepared, sealed, marked and delivered in accordance with the provisions of Clause 5 above with envelopes additionally marked ‘MODIFICATION” or WITHDRAWAL”.

(9) Time frame

TNRDC will endeavor to adhere to the dates indicated above. However, it reserves the right to effect changes to the above dates, if the need arises. Such change would be uploaded in TNRDC website (www.tnrdc.com)

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(10) Tests of Responsiveness

Prior to evaluation of the Proposal, TNRDC will determine whether each proposal is responsive to the requirements of the Request for Proposal. A proposal shall be considered responsive if:

(a) it is received by the Due Date.

(b) it is signed, sealed, and marked as stipulated in Clauses 4 and 5 above.

(c) it contains the information and documents as requested in this Request for Proposals.

(d) it contains information in formats specified in the Request for Proposal.

(e) it provides the information in reasonable detail. “Reasonable Detail” means that, but for minor deviation, the information can be reviewed and evaluated by TNRDC without communication with the Bidder. TNRDC reserves the right to determine whether the information has been provided in reasonable detail.

(f) there are no inconsistencies between the Proposal and the supporting documents.

TNRDC reserves the right to reject any proposal which in its opinion is non-responsive and no request for modification shall be entertained by TNRDC in respect of such proposal.

(11) Confidentiality

Information relating to the examination, clarification, evaluation and recommendation of the Bidders shall not be disclosed to any person not officially concerned with the process. TNRDC will treat all information submitted as part of the proposal in confidence and will ensure that all who have access to such material treat it in confidence. TNRDC will not divulge any such information unless it is ordered to do so by any Government Authority that has the power under law to require its disclosure without any prior notice / consent of the Bidders.

(12) Clarification

To assist in the process of evaluation of Proposal, TNRDC may, at its sole discretion, ask any Bidder for clarification on its proposal. The request for clarification and the response shall be in writing or by facsimile. No change in the substance of the proposal would be permitted by way of such clarifications.

(D) Notifications

TNRDC will notify each empanelled Bidder by facsimile and by a letter that it has been empanelled.

Senior Vice President (Finance and Accounts) Tamil Nadu Road Development Company Ltd Chennai —600 008

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APPENDIX 1 COVERING LETTER

(On the Letter Head of the Bidder)

Date:

To

Senior Vice President (Finance and Accounts) Tamil Nadu Road Development Company Ltd., Regd Office: Sindur Panthion Plaza, 2nd Floor, No:346, Pantheon Road, Egmore Chennai — 600 008, Tamil Nadu, India Phone: 91-44-2819 4800 / 4900 Fax: 91-44-2819 5800

Re: For empanelment of Chartered Accountants to be appointed as Statutory Auditors / Additional Auditors / Concurrent Auditors of M/s. Chennai Outer Ring Road Private Limited, the Concessionaire for Chennai Outer Ring Road Project (DBFOT on annuity basis) - Phase I

Sir,

(1) Being duly authorized to represent and act on behalf of ………………………….. (hereinafter referred to as “the Bidder”), and having reviewed and fully understood all of the requirements of the Request for Technical Proposal and information provided, the undersigned hereby apply for the Assignment referred above.

(2) We hereby declare that neither our firm nor any of our partners have been disqualified or black-listed by the Comptroller and Auditor General of India, or GOTN.

(3) We hereby declare that all the information and statements made in this Proposal are true and accept that any misinterpretation contained in it may lead to our disqualification.

(4) We agree to bear all costs incurred by us in connection with the preparation and submission of the proposal and to bear any further pre-contract costs in this regard.

(5) We understand that M/s. Tamil Nadu Road Development Company Ltd is not bound to accept any Proposal or to give any reason for award empanelment, or for the rejection of our proposal nor accept any responsibility to respond to any correspondence from any source/from bidder

(6) We are enclosing our Proposal in original with the details as per the requirements of the Request for Proposal, for your evaluation.

__________________________________ Firm’s Seal and Signature of the Authorized Signatory

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APPENDIX 2

DETAILS OF BIDDER

SI No Particulars

Details required (Supporting documents wherever required to be submitted along

with this Form)

1 Name of the Firm

2 Date of establishment of Firm & No. of Years of Firm Existence

3 Address of the firm and details of Head Office

Address: Phone No: Fax No: Mobile of Read Office In-charge:

4 Details of Branch Office/s 1,2,3 (Particulars of each branch to be given)

Address: Phone No: Fax No: Mobile of Branch Office In-charge:

5 Firm Income Tax PAN No.

6 Firm Service Tax Registration No.

7 Registration No. with ICAI Also attach attested copy of Constitution Certificate issued by ICAI as on 1.1.2010

8

Details of Branch Offices situated in Tamil Nadu and in adjacent State/s, along with the name of practicing Chartered Accountants (minimum 2) on . the roll of the branch In each such States (Particulars of each branch to be given)

(1) Branches in Tamil Nadu

Address: Phone No: Fax No: Mobile of Branch Office In-charge:

Names of the practicing Chartered Accountants on the rolls of the firm

1)

2)

3)

4)

(2) Branches in adjacent State/s:-

Address: Phone No: Fax No: Mobile of Branch Office In-charge:

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Names of the practicing Chartered Accountants on the rolls of the firm

1)

2)

3)

4)

10 Details of Authorized Signatory (contact person) of the Bidder

(a) Name

(b) Designation

(c) Address

(d) Phone Number

(e) Fax Number

(f) Mobile Number

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APPENDIX 3

Statement of Capability

(i) Details of Statutory Audit of Limited Companies Conducted (including public sector undertakings)

SI. No.

Name of the Company .

Nature of the Activity

Sector — Private /Public

Financial year/s for

which Statutory Audit was conducted

Remarks, if any

1

2

….

…….

99

100

101

102

……

……

……

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(II) Details of Statutory Audit of Public Sector Undertakings Conducted (included in the list (I)

S. No. Name of the Public Sector Company

Nature of the .

Activity

Financial year/s for which

Statutory Audit was conducted

Remarks, if any

1

2

…

…..

….

8

9

10

11

12

….

…..

……

Instructions:

(1) Bidders shall provide information about the list of statutory audit of limited liability companies registered under the Companies Act, 1956 including the public sector undertakings, conducted by the firm and shall establish the minimum eligibility criteria as detailed in Section 3 (A)

(2) It may be noted that in case full information is not furnished the same would be considered inadequate and could lead to non consideration of the particular assignment while considering the minimum eligibility criteria.

(3) Specific exposures to audits of Companies engaged in relation to operation of Highways and Road Sector may be furnished in ‘Remarks’ column

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APPENDIX 4

Details of Partners and other Chartered Accountants with the Bidder

(I) Brief Details of the Partners:

SI. No.

Name of the

Partner

Date of

joining the firm

Date of becoming FCA(ACA

Membership Number

Qualification

No. of Years of

Experience With the

firm

Brief description

of experience

Location/ Branch looking

after

Note Please attach the detailed Bio data of each partner

(II) Brief Details of other Chartered Accountants (CAS) employed with the firm on a whole time basis

SI. No.

Name of the

CA

Date of becoming FCA/ACA

Date of Joining

the Firm

Member-

ship Number

Qualifi- cations

No. of Years of Experien

ce with the

firm

Brief description

of experience

Location! Branch

where CA works

Note Please attach the detailed Bio-data of each Chartered Accountant working with the firm

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Appendix – 5

Details Of Statutory Audit Of Companies With A Minimum Turnover Of Rs.100 Crores

(Please furnish year-wise information relating to the names of all Companies with an annual turnover exceeding Rs.100,00,00,000/- (Rupees one hundred crores) whose annual accounts were audited by the firm in any of the preceding 5 (five) Accounting Years)

(Rupees in Crores)

Sl No

Name of the

Company

Audited by the firm

Financial Years

(1) (2) (3) (4) (5)

2004-05 2005-06 2006-07 2007-08 2008-09

Audited

Turn - over

Audited

Turn -over

Audited

Turn -over

Audited

Turn -over

Audited

Turn -over

Yes/No Yes/No Yes/No Yes/No Yes/No

Yes/No Yes/No Yes/No Yes/No Yes/No

Yes/No Yes/No Yes/No Yes/No Yes/No

Yes/No Yes/No Yes/No Yes/No Yes/No

Yes/No Yes/No Yes/No Yes/No Yes/No

Score:

(1) 1 (one) point will be awarded for each annual audit of each Company wherein the annual turn over is a minimum of Rs.100 Crores

(2) For removal of doubts, if a firm had conducted audit of annual account of any such Company, say for 5 (five) years, 5 (five) points will be awarded; say, for 3 (three) years, 3 (three) points will be awarded

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APPENDIX -6 TERMS OF REFERENCE

GENERAL

As per the terms and conditions of the Concession Agreement, the Concessionaires have to appoint during the subsistence of the agreement a firm of Chartered Accountants as Statutory Auditor out of the mutually agreed panel of Chartered Accountants. GoTN may also appoint another firm of the Chartered Accountants from the mutually agreed list as Additional Auditors or Concurrent Auditors at its cost to audit and verify all those matters which the Statutory Auditor of the Concessionaire are required to do, undertake or certify pursuance to the Concession Agreement.

SCOPE OF SERVICES OF STATUTORY AUDITORS VIS-A-VIS DUTIES OF THE CONCESSIONAIRE AND RIGHTS OF GOVERNEMNT OF TAMIL NADU

The auditors appointed as Statutory Auditors have to conduct the statutory audit of the Concessionaire and furnish the Audit Reports and discharge the duties in accordance with the Companies Act, 1956 while complying with host of applicable laws, guidelines, accounting and auditing standards etc.,. etc., as is generally expected from any Chartered Accountants firm, carrying out the mandate of statutory audit.

Apart from the statutory duties/obligations to be discharged by the Statutory Auditors, they will have to discharge other duties based on various provisions of the Concession Agreement and other documents related thereto.

Following are some of the responsibilities of the Concessionaire and Statutory Auditors:

(1) The Concessionaire shall maintain books of accounts recording all its receipts (including all Annuities and other revenues derived/collected by it from or on account of the Project Highway and/or its use), income, expenditure, payments (including payments from the Escrow Account), assets and liabilities, in accordance with this Agreement, Good Industry Practice, Applicable Laws and Applicable Permits.

(2) The Concessionaire shall provide 2 (two) copies of its Balance Sheet, Cash Flow Statement and Profit and Loss Account, along with a report thereon by its Statutory Auditors, within 90 (ninety) days of the close of the Accounting Year to which they pertain and such audited accounts shall form the basis of payments by either Party under this Agreement.

(3) GOTN shall have the right to inspect the records of the Concessionaire during office hours and require copies of relevant extracts of books of accounts, duly certified by the Auditors, to be provided to GOTN for verification of basis of payments, and in the event of any discrepancy or error being found, the same shall be rectified and such rectified account shall form the basis of payments by either Party under this Agreement.

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(4) On or before the thirty-first day of May each Year, the Concessionaire shall provide to GOTN, for the preceding Accounting Year, a statement duly audited by its Statutory Auditors giving summarized information on (a) O&M expenses (b) Annuity received, and (c) such other information as GOTN may reasonably require.

(5) Any claim or document provided by the Concessionaire to GOTN in connection with or relating to receipts, income, payments, costs, expenses, accounts or audit, and any matter incidental thereto shall be valid and effective only if certified by its Statutory Auditors. For the avoidance of doubt, such certification shall not be required for exchange of information in the normal course of business.

Government of Tamil Nadu’s Right to Appoint “Additional Auditors” or “Concurrent Auditors” and provisions thereof

1. GOTN have the right, but not the obligation, to appoint at its cost from time to time and at anytime, another firm (‘Additional Auditors” or “Concurrent Auditors”) from the Panel of Chartered Accountants to audit and verify all those matters, expenses, costs, realizations and things which the Statutory Auditors are required to do, undertake or certify pursuant to this Agreement.

2. In the event of there being any difference between the findings of the Additional Auditors and the certification provided by the Statutory Auditors, such Auditors shall meet to resolve the differences and if they are unable to resolve the same, such dispute shall be resolved by GOTN by recourse to the Dispute Resolution Procedure as contained in the Concession Agreement.

INTERACTION WITH GOTN

The Statutory Auditor/Additional Auditor/ Concurrent Auditor shall interact with GoTN on a periodic basis and provide such information as GoTN may require at various points of time, regarding the Project.

REFERENCES

1. For ready reference of the bidders Article 33 —and Schedule T of the Concession Agreement are enclosed with the Request for Proposal.

2. A copy of the Concession Agreement is available at the Registered Office of TNRDC for Bidder’s reference.