Notice Inviting Expression of Interest (EOI)

for

Empanelment of Practicing Company Secretary (PCS) / Firm of Company Secretaries as Consultant on retainership basis and for Secretarial Audit, Consultancy Services and other certification work for three years

Last date to submit EOI : 4th

March, 2020 upto 3.00 PM

निवेशक सेवायें प्रभाग, बोर्ड सचिवालय, केन्द्रीय कायाडलय, 12व ीं मींजिल, यूनियि बैंक भवि, 239, ववधाि भवि मागड, िरीमि पॉइींट, म ींबई – 400021.

Investor Services Division, Board Secretariat, Central Office, 12th Floor,

Union Bank Bhavan, 239, Vidhan Bhavan Marg, Nariman Point, Mumbai – 400021.

Ph: 022-22896636, 22896643

E-mail: investorservices@unionbankofindia.com

Website: unionbankofindia.co.in

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NOTICE INVITING EXPRESSION OF INTEREST

Subject: Proposal for Empanelment of Practicing Company Secretary (PCS) I Firm of

Company Secretaries as Consultant on Retainership basis and for Secretarial Audit,

Consultancy Services and other certification work for three years

1. INTRODUCTION Union Bank of India (hereinafter referred as “the Bank”) is a leading Nationalised Bank, incorporated under the provisions of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and is engaged in the Banking business. The Central Office (Head Office) of the Bank is situated at Mumbai. Bank has total paid up capital of Rs. 3,422.82 crores and 2,96,824 shareholders (2,44,142 folios in demat form and 52,682 folios in physical form) as on 31st December, 2020. Equity Shares of the Bank are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Bank intends to empanel ten (10) Practicing Company Secretaries (PCS) I Firm of Company Secretaries (Firm) as Consultant on Retainership basis and for Secretarial Audit, Consultancy Services and other certification work for three years. (a) to conduct Secretarial Audit of the Bank (b) to provide consultancy services w.r.t. secretarial matters on retainership basis (c) to conduct Reconciliation of Share Capital Audit, Certification and other work.

After completion of the process of empanelment, Financial Bids will be invited from empanelled PCS I Firm as and when required for conducting the Secretarial Audit and other work as specified in the indicative Scope of Work. 2. SCOPE OF WORK The illustrative (but not exhaustive) Scope of Work under Secretarial Audit and Certification by appointed PCS / Firm are given in Annexure-I for understanding and ready reference. Union Bank of India reserves the right to modify/ include/ exclude any items in the Scope of work anytime during the tenure of service at its sole discretion and as per applicable laws of the land as amended from time to time. 3. QUALIFYING REQUIREMENTS/ ELIGIBILITY CRITERIA

3.1. Practicing Company Secretary (PCS)/Firm (hereinafter referred as “the Applicant”)

registered with the Institute of Company Secretaries of India (ICSI) having its office(s) in Mumbai and having minimum 5 years experience in full time practice shall be considered for Empanelment.

3.2. The Applicant should not have been penalized by the ICSI/MCA/ROC or any other regulatory Authority in any Disciplinary Proceedings during last 5 years.

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3.3. The Applicant should have not been banned/ black listed/ de-barred from business by any PSU/ Govt. Department during last 3 years.

3.4. The Applicant should not be related to Directors or Key Managerial Personnel of the Bank as per Related Party Transaction Policy of the Bank.

3.5. The following will be the basis for awarding of Points for the selection of PCS/Firm.

Sr. No.

Eligibility / Selection Criteria Basis for awarding of Points Maximum Points

1. Experience in Practice (no. of years) as Proprietor / Partner / Individual/Firm of Company Secretaries. The cut-off date for ascertaining experience will be 31.12.2019.

1 Point for each completed year of holding of Certificate of Practice in continuation.

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2. Experience of Secretarial Audit in listed banks in the last 05 years ending 31.03.2019.

2 Point for each completed Secretarial Audit of a PSU

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3. Number of active Partner / full time Employees (qualified CS)

1 Point for each Partner / Employee

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4. Majors clients during last 3 financial years ending 31st March 2019 (i.e., companies with Annual Turnover> Rs. 100 Crores)

1 Point for each such Client 5

5. Average Annual Turnover from practice, in last three Financial years ending 31st March 2019.

0.5 Point for turnover of Rs. 5 lakh and multiples thereof

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Total 30

3.6. Documentary evidence(s) in support of Criteria at (1) to (5) mentioned in the above

table is required to be submitted as mentioned in Annexure-II. Proposals without the required documentary evidence/tender fees shall be ignored and will not be considered for further evaluation.

3.7. The Firm securing at least 60% of total points based on above system shall be considered as qualified for empanelment. However top ten (10) firms will be empanelled.

3.8. In case of a tie in the bid for enplanement, the firm with longer experience will be preferred based on the year of establishment.

4. VALIDITY OF EMPANELMENT

The validity of empanelment will initially be for conducting Secretarial Audit and other work as specified in the indicative Scope of Work at Annexure-I for a period of three years. The Bank at its sole discretion may extend the validity of empanelment with the approval of Competent Authority of the Bank, for further one year.

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5. APPLICATION AND SELECTION PROCEDURE

5.1. The PCS/ Firm satisfying/ fulfilling the above minimum criteria may submit the EOI in the format given in Annexure – II of this notice. The same may also be downloaded from the Bank’s website www.unionbankofindia.co.in or from www.eprocure.gov.in.

5.2. Bidding Schedule

Sr. No.

Particulars

Date/ Time

1. Date of Publication of Notice inviting EOI on Bank’s Website

20th February, 2020

2. Last Date to submit EOI in Physical From 4th March, 2020 upto 3:00 PM

3. Opening of EOI 4th March, 2020 at 3:15 PM

5.3. The EOI should be submitted in sealed envelope and super-scribed as Expression of interest for “Empanelment of PCS/ Firm for conducting of Secretarial Audit etc.” and it shall reach the Bank’s Central Office on or before the due date and time as mentioned above at the following address:-

General Manager, Investor Services Division, Board Secretariat, Union Bank of India, Central Office, 12th Floor, Union Bank Bhavan, 239, Vidhan Bhavan Marg, Nariman Point, Mumbai – 4000021

5.4. All pages of the EOI, shall be stamped & initialled by the person or persons signing the EOI.

5.5. The Applicant shall enclose copies of all documents wherever specified in this Notice, typed or written in indelible ink and signed by the applicant or a person duly authorized. Documentary evidence(s) in respect of all the information by the Applicant must be furnished along with the proposal. Proposals without the required documentary evidence(s) shall be ignored for evaluation and hence, the same shall be rejected.

5.6. Overwriting / correction / erase and / or use of white ink should be avoided in the Offer. However, if any overwriting/correction/erase is inevitable, the same should be authenticated with the signature & seal of authorized person of applicant firm.

5.7. Empanelment Application Fee of Rs. 1000/- (Rupees One Thousand only) in the form of Demand Draft/Banker's cheques drawn on a scheduled commercial bank favoring 'Union Bank of India' payable at 'Mumbai'. Expressions of interests received without Empanelment Application fees will not be considered.

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6. FINANCIAL BIDS Financial bids will be invited only from empanelled PCS/ Firm as and when required for conducting Secretarial Audit and other consultancy or certification works as specified in the Scope of Work.

7. TERMS & CONDITIONS 7.1. The Bank reserves the right to accept or reject any or all responses and to request

additional submissions or clarification from one or more applicant(s) at any stage or to cancel the process entirely at its sole discretion without assigning any reason whatsoever and without incurring any liability, whatsoever to the affected applicants.

7.2. Before the last date for the receipt of EOI, the Bank may amend any of the EOI conditions as may be desired if such an amendment is necessary and the same shall be up-loaded as a corrigendum and will be made available only on the website of the Bank www.unionbankofindia.co.in. Hence, the prospective applicants are advised to keep visiting the above website for any updates in this regard.

7.3. The EOI should be submitted strictly as per the terms & conditions laid down in this document.

7.4. Mere submission of application and fulfilling eligibility criteria does not entitle the Firm/PCS to any right to receive any work from the Bank.

8. DEBARRING PROVISIONS

The PCS/Firm will be debarred from being appointed as the Secretarial Auditor of the Bank and doing any certification works:

a. If the appointment is obtained on the basis of false information / misstatement. b. If the PCS/Firm does not take up audit in terms of appointment letter. c. If the PCS/Firm fails to maintain confidentiality and secrecy of the Bank's

information. d. If the PCS/Firm fails to comply with any of condition laid down in this notice.

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Annexure – I Indicative Scope of Work

A. Secretarial Audit

Verification of compliances made by the Bank with respect to the following laws. 1. The Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970/80. 2. Nationalised Banks' (Management & Miscellaneous Management) Scheme, 1970/80. 3. Bank's Shares and Meetings Regulations. 4. Banking Regulation Act, 1949 & Banking Companies Rules, 1949 (as amended from time to

time) 5. Reserve Bank of lndia Act, 1945. 6. The Securities and Exchange Board of lndia (Listing Obligations and Disclosure

Requirements) Regulations, 2015 as amended from time to time. 7. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under; 8. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under

to the extent of Overseas Direct Investment and External Commercial Borrowings; 9. The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 ('SEBI Act'): - a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011 ; b. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 as amended from time to time; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018; d. The Securities and Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014; e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008; b. Other SEBI Regulations as applicable to the Bank.

10. Review the Compliance Mechanism established by the Bank and on the basis of Compliance Certificate(s) issued by the various authorized officials and taken on record by the Board of Directors at their meeting(s), to form an opinion whether there are adequate systems and processes in the Bank commensurate with its size and operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

11. Review and report on whether the Bank has received and responded to any notices for demands, claims, penalties, etc. levied by various statutory/regulatory authorities and initiated actions for corrective measures, wherever found necessary.

12. Report on the major corporate actions like capital raising, restructuring etc. if any undertaken by the Bank.

B. Consultancy Services on Retainership Basis The engagement as consultant(s) shall cover the following matters:-

1. General guidance and counseling on all the matters relating to Listing of Shares.

2. Compliance of provisions under various Acts viz. SEBI (Listing Obligation & Disclosure

Requirements), Regulations, 2015, the Banking Regulations Act, 1949, the Banking

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Companies (Acquisition & Undertakings) Act and the Nationalized Banks (Management and

Miscellaneous Provisions) Scheme, 1970.

3. Providing assistance / support for the Annual & Extra-ordinary General Meetings of the

Bank & payment of dividend.

4. Vetting various statutory notices / information forming part of the Annual Report of the

Bank.

5. Providing support / assistance in convening, planning formulation and coordinating

various statutory and other formalities for the Annual & Extraordinary General Meetings.

6. Assisting the Bank in ensuring necessary compliance in matters relating to transfer of

shares.

7. Attending to redressal of grievances / complaints of investors by the Registrar and Share

Transfer Agent of the Bank.

8. Providing advisory support in the conduct of transfer committee meetings and other

meetings connected with the above scope of work and providing assistance / opinion on

any matter that may be referred by the Bank in this regard.

9. Providing assistance in matters related to Subsidiary Companies of the Bank.

C. Reconciliation of Share Capital Audit, Certification and Other Work

1. Reconciliation of Share Capital Audit:

Under provision of Regulation 76(1) of SEBI (Depositories & Participants) Regulations,

2018, listed entities are required to submit Reconciliation of Share Capital Audit Report

on a quarterly basis to the Stock Exchanges audited by a qualified chartered accountant

or a practicing company secretary.

The scope of Audit is as under:

(a) Reconciliation of the total issued capital, listed capital and capital held by

depositories in dematerialized form,

(b) The details of changes in share capital during the quarter;

(c) Details of In-principle approval obtained by the issuer from all the stock exchanges

where it is listed in respect of such further issued capital;

(d) The Audit report shall also give the updated status of register of members of the

issuer;

(e) Confirmation that securities have been dematerialized as per requests within twenty

one days from the date of receipt of requests by the issuer and where the

dematerialization has not been effected within the said stipulated period, the report

shall disclose the reasons for such delay.

2. Certificates from PCS:

(a) Certificate regarding Transfer of Securities under Regulation 40(9) of Listing

Regulations- The listed entity shall produce a certificate from a practicing company

secretary within one month of the end of each half of the financial year, certifying

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that all certificates have been issued within thirty days of the date of lodgement for

transfer, sub-division, consolidation, renewal, exchange or endorsement of

calls/allotment monies. The said certificate is required to be filed with Stock

Exchanges also.

(b) Certificate regarding compliance of conditions of Corporate Governance under Part

E of Schedule V of SEBI Listing Regulations - Compliance certificate from either the

auditors or practicing company secretaries, regarding compliance of conditions of

corporate governance is to be annexed with the directors’ report.

(c) Certification regarding disqualification/debarment of directors under Clause 10(i)

of Part C of Schedule V - A certificate from a company secretary in practice is

required that none of the directors on the board of the company have been debarred

or disqualified from being appointed or continuing as directors of companies by the

Board/Ministry of Corporate Affairs or any such statutory authority.

(d) Certificate of PCS required at the time of applying “in-principle approval” for issue of

securities on preferential basis under Regulation 28(1) of SEBI Listing Regulations in

the format prescribed by stock exchanges.

(e) Certificate of PCS required at the time of applying Listing approval for issue of

securities on preferential basis.

(f) Certificate of PCS required at the time of issue of shares pursuant to exercise of

options granted under ESOP or issue of shares under ESPS etc.

(g) Certificate of PCS required at the time of issue of shares pursuant to Rights or bonus

issue

(h) PCS act as the Scrutinizer for e-voting and voting at the venue of AGM & EGM and for

voting through postal ballot

(i) Any other certificate required from PCS under applicable laws

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Annexure- II (On letter head of PCS/ Firm of Company Secretaries)

Expression of Interest (EOI)

To, General Manager, Investor Services Division, Board Secretariat, Union Bank of India, Central Office, 12th Floor, Union Bank Bhavan, 239, Vidhan Bhavan Marg, Nariman Point, Mumbai – 4000021 Subject: Proposal for Empanelment of Practicing Company Secretary (PCS) I Firm of

Company Secretaries as Consultant on Retainership basis and for Secretarial

Audit, Consultancy Services and other certification work for three years

Sr. No. Particulars Details

1. Name of the Practicing Company Secretary (PCS)/ Firm of Company Secretaries:

Whether Individual / Proprietorship/ Partnership

Name & Contact Details of Individual in Charge/Proprietor/Lead Partner

2. Date of commencement of practice by PCS/ Firm

Certificate of Practice Number/ Registration No. of Firm Attach Documentary Proof:

Copy of Certificate of Practice or Certificate from ICSI regarding date of commencement of Practice as PCS; and / or

Copy of Approval letter from ICSI in respect of Firm’s name

3. Particulars of the PCS/Firm

(a) Address of the Firm as registered with ICSI

(b) Address of the Firm at Mumbai (if different from ‘a’) (attach Documentary Evidence)

Telephone No.

E-mail

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Sr. No. Particulars Details

Website

PAN No. (attach Documentary Evidence)

Goods & Service Tax Identification Number (GSTIN) (attach Documentary Evidence)

4. Technical Details (a) Experience in Practice (no. of years) as Proprietor/ Partner/ Individual/ Firm of Company Secretaries. The cut-off date for ascertaining experience will be 31.12.2019 (attach documentary evidence as cited above at Sr. No. 2 above).

(b) Experience of Secretarial Audit in listed banks in the last 5 years ending 31.12.2019 (attach copy of work order)

(c) Number of active partners with Firm/full time Employees (qualified CS) with the PCS (self certification by Firm/PCS along with Profile of Partners/employees) (attach Documentary Evidence)

(d) Major clients during last 3 financial years ending 31.03.2019 (i.e. companies with Annual Turnover > Rs. 100 crore). (Self-certification along with list of major clients name and telephone number of contact person of clients)

(e) Average Annual Turnover from practice, in last three Financial year ending 31.03.2019 based on ITR/Balance Sheet (attach documentary Evidence)

5. Any other relevant information

6. Empanelment fee enclosed: DD/Banker Cheque No. ……….. dated ………….. drawn on ……………………………………………………………… for Rs. 1,000/- in favour of Union Bank of India.

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Declaration: 1. I / We have read all the terms & conditions of bid and the instructions and I/We hereby

confirm the acceptance of all provisions and the terms & conditions of the invitation without any deviation.

2. All the details /information provided by me/us herein above are correct to the best of my/our knowledge & belief. I/We also understand that if any of the information is found incorrect, I/We am/are be liable to be debarred.

3. I/We certify that I/We will not get myself/ourselves empanelled as PCS/Firm in Union Bank of India under more than one name.

4. I/We have not been penalized by the ICSI/MCA/ROC or any other Government Authority in any Disciplinary Proceedings during last 5 years.

5. I/We have not been banned/ black listed/ de-barred from business by any PSU/ Govt. Department during last 3 years.

6. I/We are not related to Directors or Key Managerial Personnel of the Bank as per Related Party Transaction Policy of the Bank.

Signature Stamp of PCS/ Firm

Name of the Authorized signatory: ______________________________

Designation of the Authorised signatory: _________________________

Date: _________________________

Place: ________________________

List of documents attached:

1. _________________________________

2. _________________________________

3. _________________________________

4. _________________________________