Request for Proposal (RFP) - sbi.co.in€¦ · 2 RFP For Selection of Registrar and Share Transfer Agent-2017-22 : S&B Dept Index No. Particulars Page No. 1 Introduction 3 2 Proposal

RFP For Selection of Registrar and Share Transfer Agent

1

Request for Proposal (RFP)

Selection of Registrar and Transfer Agent (RTA)

(For the period from 01.04.2018 to 31.03.2023)

Shares & Bonds Department

Corporate Centre, State Bank Bhavan, Mumbai-40021

This document is meant for the exclusive purpose of Bidding as per the Specification Terms,

Condition and Scope indicated shall not be transferred, reproduced or otherwise used for purposes

other than for which it is specifically issued.

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2 RFP For Selection of Registrar and Share Transfer Agent-2017-22 : S&B Dept

Index

No. Particulars Page No.

1 Introduction 3

2 Proposal 4

3 Eligibility Criteria and Mode of Submission of Bids 4

4 Scope of Work 5

4.A Time Frame 10

5 Other Terms and Conditions 10

6 Price Composition 11

7 Procedure for selection of RTA 12

8 Covenants 13

9 Contract with the Bidder 15

10 No Erasures or Alterations 15

11 Modification and/or Withdrawal of Bid 15

12 Bid Validity 16

13 Forfeiture of Earnest Money Deposit (EMD) 16

14 No commitment to accept Lowest or Any Tender 16

15 Governing Law and Resolution of Disputes 16

16 Confidentiality 16

17 Performance Matrix & Penalties 17

Annexure-A (Technical Bid) 18

Annexure-B (Undertaking for acting as RTA) 23

Annexure-D (Indemnity Bond) 25

Annexure – E(Non-Disclosure Agreement) 26


State Bank of India (SBI) invites proposals (technical and commercial) from the SEBI

registered Category-I Registrar and Transfer Agents for appointment as Registrar and

Transfer Agent (RTA) for the Bank for the period of 5 years from 01.04.2018 to 31.03.2023.

Summary:

1 Date of Issue of RFP 22.02.2018

2 Last date for receipt of queries on RFP 28.02.2018

3

Last date and time for Submission of Bid 03.03.2018 up to 5.00 pm

Sealed Bids (Technical & Commercial bids) along EMD Draft/BC must be submitted together in an envelope containing following three separate sealed envelopes super scribed as below –

i Technical Bid for Selection of Registrar & Transfer Agent. ii Commercial Bid for Selection of Registrar & Transfer Agent. iii Earnest Money Deposit (EMD) of Rs.2.00 lakh by DD/BC

Note: Bids submitted without EMD will be rejected outright.

4 Date and Time of opening of Technical Bid 06.03.2018 at 10.30 a.m.

5 Address for Submission of Bid:

(by post or in person)

The General Manager(S&B), Shares & Bonds Department State Bank of India, 14thFloor ,State Bank Bhavan, Corporate Centre, Madam Cama Road, Mumbai-400021

6 Contact on RFP Query Queries if any, on the RFP can be obtained by email to following mail id: [email protected] on or before 28.02.2018

1. About the Bank State Bank of India (SBI) is a Public Sector Bank formed under SBI Act, 1955 and GoI has 56.61% shareholding in the Bank. The Bank is India’s largest bank, with 22,584 branches in India, and more than 420 million customers. The Bank’s deposits, advances and total assets were Rs. 2651240 crores, Rs. 1924578 crores and Rs. 3255194 crores, respectively, as on December 31, 2017. The Bank’s net profit was Rs. 1171 crores, while its operating profit was Rs. 43628 crores as on 31.12.2017. The range of products and services offered by the Bank includes loans and advances, deposits, foreign exchange and derivatives products, retail lending, fee and commission based products and services, as well as alternate payment platforms and products. The Bank is also present through its Subsidiaries and Joint Ventures, in diverse segments of the Indian financial sector, including life and general insurance, asset management, cards, investment banking, factoring and commercial services, treasury operations and payment services. Five Associate Banks and Bharatiya Mahila Bank have been merged with State Bank of India on 1st April, 2017. SBI has a share capital of Rs. 863.21 crore consisting of 15.32 lakh folios (of face value of Re. 1/- each ) as on 31.12.2017. The Bank also has 0.67 lakh folios of various series of the Bonds with outstanding Rs. 46,192.43 crore as on 31.12.2017. Bank has also issued GDRs which are listed in London Stock Exchange.

mailto:[email protected]


2. Proposal and submission of Bids The Bank is currently availing the services of M/s. Datamatics Business Solutions Ltd. (formerly known as Datamatics Financial Services Pvt. Ltd.) as Registrar and Transfer Agent (RTA). The present term of the RTA is expiring on 31.03.2018. The Bank invites proposal from SEBI registered Category I Registrar and Transfer Agent, to act as Bank’s RTA for a five year period term commencing from 01.04.2018.

3. Eligibility Criteria & Mode of Submission of Bids

The Bank will use the following as pre-qualification criteria. Only those who fulfill these criteria shall respond to the tender: 1. The Bidder shall be registered with SEBI as Category I Registrar and Share Transfer Agent and have certificate of Permanent Registration granted by SEBI to perform the activities of Registrar and Share Transfer Agent (Applicant to enclose certified copy of the SEBI certificate). 2. The Bidder should have on line connectivity with NSDL and CDSL. (Documentary evidence to be enclosed). 3. The Bidder should have web based software which enables Bank as well as investors to access information online. (Documentary evidence to be enclosed). 4. The Bidder should have a minimum of 05 years of experience of handling the activities of Registrar and Share Transfer Agent (RTA) as on 31st March, 2017. 5. The Bidder should have past experience of handling Follow on Public Offer, Rights Issue, Bonus Issue, Preferential Issue, QIP Issue by any approved mode and its related activities such as assisting in Annual/Extra-Ordinary General Meeting, E-Voting etc. (Documentary evidence to be enclosed). 6.The Bidder should have at present minimum clientele of 10 (Ten) companies/Corporates for the Registrar and Share Transfer Business as on 31st March, 2017 of which atleast 2 companies should have more than two lacs share folios each. (Documentary evidence to be enclosed). 7. The Bidder should have the server capability to maintain 17 lakh folios, which includes approx.3 lakh folios in physical form. Further, the bidder should have capability to handle future issue with additional folio in range of 5-7 lakh . (Documentary evidence to be enclosed). 8. The Bidder should be having atleast one Public Sector Bank/ Private Bank as their client for handling equity and / or debt instruments. 9. There should not have been any disciplinary action initiated / warning / penalty / suspension of business against the bidder by the SEBI in the past 3 years. (Attach Undertaking as per enclosed format). 10. There should not be any restraint order pending at any Judicial Fora in India and abroad regarding the RTA’s business/their right to handle RTA services as on the date of bidding. (Attach Undertaking as per enclosed format). 11. Any of its director or principal officer should not have been convicted for any offence involving moral turpitude and / or should not have been found guilty of any economic offence. (Attach Undertaking as per enclosed format). 12. Bidder should be profit making and have positive networth during last three years. FY 2014-15, 2015-16 & 2016-17 ( Attach Audited Accounts/Auditor’s Certificate ).


13. The Bidders is required to deposit Earnest Money Deposit (EMD) of Rs.2,00,000/- in the form of demand draft / Bankers cheque in favour of State Bank, payable at Mumbai. EMD of unsuccessful bidders will be returned as soon as possible on completion of selection process and necessary approvals. EMD, for the amount mentioned above, of successful bidder will be returned on execution of RTA Agreement and deposit of required Security Deposit. No interest will be paid on EMD.

Following are the Response format/ documents to be submitted by the interested bidders :

i. Technical and Commercial Bids to be submitted in separate sealed envelopes super-scribing “Technical Bid for Appointment of RTA” and “Commercial Bid for Appointment of RTA”.

ii. Earnest Money Deposit (EMD) of Rs. 2.00 lakh in the form of demand draft / bankers cheque in favour of State Bank of India, payable at Mumbai. ( EMD of unsuccessful bidders will be released immediately on completion of Selection process, EMD, for the amount mentioned above, of successful Bidder would be released upon submission of Security Deposit. No interest will be paid on EMD).

iii. The above i & ii are to be submitted to : The General Manager(S&B), Shares & Bonds Dept, State Bank of India, 14thFloor, State Bank Bhavan, Corporate Centre, Madam Cama Road, Mumbai-400021.

iv. Last date & time for receipt of the proposals (RFP) at the above address is 03.03.2018 at 5.00 pm IST. Any bid received by the Bank after the last date and time fixed for submission of bids will be rejected.

v. The bidders will have to submit the technical and commercial offers/bids either in person or by post/ courier.

vi. Technical Offers will be opened on the scheduled date and time. The representative of the bidder can be present for the opening of the Technical Offers. No separate intimation will be given in this regard to the bidders, for deputing their representative

4. Scope of Work

The bidder should be capable of providing the services as per the scope of work explained under this section. The said scope of work will also be included in the agreement to be executed by the RTA (draft format enclosed as Annexure-F, however the bank reserves the

right to modify/change/make additions/deletions etc. as per the requirement). The scope of

work would broadly cover the following: 1. Taking over the service of Registrar and Share Transfer Agents from the existing service provider including data migration and taking into its possession with due inventory details of all the existing records pertaining the past RTA operations. This will be sole responsibility of the successful bidder appointed as Registrar and Share Transfer Agent to collect, preserve and make available the old records for appropriate processing of the shareholder requirements. It shall be the duty of the successful bidder who shall be appointed as new RTA to collect every details/records from the existing RTA including of the claims/suit filed accounts and also to ensure to defend all cases to protect Bank's interest. 2. Initiating and completing all the regulatory formalities required for shifting of NSDL/CDSL connectivity and starting the functions as the RTA, within 07 days of the Bank's issuing the letter appointing the successful bidder as RTA of the Bank failing which, at the sole discretion of the Bank, such appointment is liable to be cancelled. 3. The RTA shall build up all the existing data in their systems and shall enable the Bank to view the existing data through its web based services within 7 days. Bank will not reimburse any expenses incurred in taking over all the records from our existing Registrar and Share Transfer Agent and for building up the data in the RTA system.


4. RTA will receive and attend promptly, correspondence received from Shareholders/Company / Stock Exchanges / SEBI / other bodies and will segregate the inward mail as transfer request, requests for change of address, transmission, transposition, deletion of name, dematerialisation, rematerialisation and other letters from the investors. 5. RTA will inward the mails pertaining to requests for transfer, requests for Change of Address, Transmission, Transposition, Deletion of Name, dematerialisation, rematerialisation and other letters from the investors by maintaining an Inward Register on a day to day basis and also affix the stamp containing Inward Number and Date of Receipt on all Transfer Deeds / Letters pertaining to above requests / inquiries. 6. The Bank shall hand over all Transfer requests, requests for Change of Address, Transmission, Transposition, Deletion of Name, dematerialisation, rematerialisation and other letters received by it directly from the investors / Stock Exchanges / SEBI / other bodies and relevant statutes. The receipt of the above documents will be acknowledged by RTA. 7. Processing of Transfer requests:

a) Acceptance of requests for transfer at the counter and issue of receipts thereof. In addition, the requests will be accepted through post, through courier and from the Bank. Acknowledgement Cards will be sent to the transferees for transfer documents received through post, through courier and from the Bank. b) Detailed scrutiny of Transfer Deeds etc. which includes scrutiny of the Date of Presentation, Transfer particulars, Value of Share Transfer Stamps vis-a-vis the applicable market value, checking of signatures of the transferors with the specimen signatures, checking that thumb impressions are attested by Magistrate / Bank Manager or notarized as the case may be, checking that all the columns including the address of the transferees provided in the Transfer Deeds are duly completed, etc. The Transfer Deeds are also scrutinized vis-a-vis the Share Certificates, for correctness. c) Generating Transfer Numbers for all transfers and entering the same in the column provided in the Transfer Deeds, and also Folio Numbers for valid transfers (in case of new transferees only). For the cases where the transferees are already holding shares of the Bank, allocating the existing Folio Number. d) Processing of all the Transfer Deeds, including data entry, checking and validation. e) Issuing of Objection Memos, in case of Transfer Deeds, which are not in order. f) Updating the Master Files, for all the valid Transfer Deeds, and processing and printing the following documents / reports: -

i. Transfer Register and other relevant reports (in duplicate). ii. Covering Letters for dispatch of duly transferred and endorsed Share Certificates to the Transferees. iii. Objection Memos for dispatch of transfers under Objection to the Transferees. iv. Seller Notices for transfers where there is slight difference between the signatures of the transferors on the Transfer deed and their specimen signatures. v. Bulk Register for dispatch of duly transferred and endorsed Share Certificates with Covering Letters for the valid transfers, Seller Notices and Share Certificates with Objection Memos and Transfer Deeds for the Objection cases.

g) Submission of Transfer Register (in duplicate) to the Bank, for approval. h) On receipt of duly approved Transfer Register (one copy) from the Bank, endorsement of Transferees' name(s), Folio Number, Transfer Deed Number, Date


of Approval on the reverse of the Share Certificates by means of endorsement stickers and authentication of the same. i) Receiving requests for the following and registration of the same in the Transfer Cycles:

a. Transmissions, b. Transpositions c. Deletion of Name.

j) Noting Stop Transfer indicators on the records. k) Dispatch of duly transferred Share Certificates with Covering Letters to the Transferees, by Registered Post with acknowledgement due, at the end of each Transfer Cycle, within the mandatory period as laid down in SBI Act 1955, SBI General Regulations 1955 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable laws & guidelines in force and maintaining the Postal Journal / Bulk Register indicating the Date of Dispatch and Name of the Post Office from where the Dispatch was made. l) Dispatch of Seller Notices to the transferors, with a copy to the transferees, by registered post with acknowledgement due, within the mandatory period as laid down in the SBI Act 1955, SBI General Regulations 1955 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable laws & guidelines in force and maintaining the Postal Journal/ Bulk Register indicating the Date of Dispatch and Name of the Post Office from where the Dispatch was made. m) Dispatch of Share Certificates with relevant transfer deeds and Objection Memos to the transferees, by registered post with acknowledgement due, within the mandatory period as laid down in the SBI Act 1955, SBI General Regulations 1955 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable laws & guidelines in force and maintaining the Postal Journal / Bulk Register indicating the Date of Dispatch and Name of the Post Office from where the Dispatch was made. n) RTA shall preserve all the Transfer Deeds in safe custody and take steps to cancel the Share Transfer Stamps affixed on the reverse of the Transfer deeds and also cancel all the blank Transfer Deeds signed by Transferors but not used for effecting transfer. o) RTA shall maintain a Control Register to record the period of receipt of transfer requests, the date of submission of Transfer Registers to the Bank for approval, date of receipt of Transfer Registers after approval, date of submission of duly transferred and endorsed Certificates to the Bank for authentication by the authorized signatories, date of receipt of Certificates after authentication and date of Dispatch to the transferees.

8. Maintenance of Share Certificates a. Sub- division of Share Certificates. b. Consolidation of Share Certificates. c. Issue of duplicate / replaced Share Certificates in case of loss or mutilation of original Share Certificates, after receiving duly executed Indemnity Bond and/or other relevant documents from the Shareholders and complying with other relevant formalities as per the guidelines given by the Bank.

9. Depository Related Services to the Shareholders of the Bank wherever applicable i.e. handling of dematerialization and rematerialization of the Share Certificates / Scrips as per the terms and conditions of the Tri-partite Agreement entered into between the Bank, RTA and the National Securities Depository Ltd. and/or Central Depository Services (I) Ltd. and more particularly specified hereunder:


a. Processing requests for Dematerialization by converting share certificates / scrips from physical form to electronic form after checking signature/s of the shareholder/s, verification of documents and transferring the scrips to National Securities Depository Ltd. (NSDL) / Central Depository Services (I) Ltd. (CDSL). b. Processing request for rematerialisation by converting scrips from electronic form to physical form, printing fresh certificate/s and despatch to shareholder. c. Maintaining an up-to-date reconciled balance of share capital in physical and electronic form by reconciliation with NSDL / CDSL on a daily basis. d. Maintaining the Beneficiary Owners’ Masters downloaded by NSDL / CDSL. e. Downloading of the data for dematerialisation received from NSDL / CDSL to the Storage media of RTA for updation of Master files. f. Uploading of data pertaining to the status of dematerialisation and rematerialisation requests to NSDL / CDSL. g. Processing and updating of inter-depository transfers. h. Handling and storage of dematerialized scrips (till the same are shredded) and related documents. i. Returning the share certificate (original / reprinted, as the case may be) which could not be dematerialized, to the Shareholders / Depository Participants (i.e. DPs) with appropriate letters explaining the reasons thereof. j. Issuing reprinted certificates in lieu of mutilated / defaced certificates submitted for dematerialisation, except in legal cases like Title Disputes etc. k. Receiving the Beneficiary Ownership Data on book closure / record date from NSDL / CDSL and merging the data with the Holding Master, allotment of folios to the Beneficiary Owners of the shares in the electronic form. l. Reconciling the Share Capital after merging the holdings, which are both in physical and electronic form. m. Processing and distributing the corporate benefits like Dividend payment, as declared by the Bank. n. Maintenance of communication link with each depository (NSDL & CDSL). o. Generating the following periodical MIS reports on dematerialisation and rematerialisation, based on data downloaded from NSDL / CDSL on a weekly basis.

i. Composite Summary; ii. Statement of NSDL / CDSL Account; iii. Report of demat / remat transactions; iv. Category-wise holding in electronic form; v. List of top 200 holders in electronic form; vi. Variation report under demat holdings, covering the list of beneficiaries holding 500 shares or more, etc.

10. Maintenance of Register of Shareholders on the Computer. a. Updating the details of shares acquired or transferred by the Shareholders, as per Clause 7 above. b. Receiving requests for Change of Address and Name Correction / Change, updating the same information on the Master Files, in the Transfer Cycle, printing and dispatching confirmation letters for these relevant changes, for intimation to the Shareholders. c. Receiving and updating other required information of the Shareholders such as mandates, status and tax exemption forms etc. on the Master Files.

11. Maintenance of Specimen Signatures - Updating and maintaining the specimen signatures of new shareholders (transferees) on the computer in digitized form.


12. Web Based Services Live Folio Maintenance and Maintenance of a Web Based Services - A dedicated website for online information to the Bank and its shareholders including facility for Lodging and Tracking complaints including SEBI - SCORES, Nomination and ECS Mandate etc. 13. Maintenance of Shareholders' documents:

a. Power of Attorney/s b. Duly executed Indemnity Bond/s. c. Succession Certificate/s. d. Letters of Administration. e. Probates of Wills. f. Marriage Certificates. g. Death Certificates. h. Income Tax Exemption Certificates (if applicable). i. Memorandum and Articles of Association, Trust Deeds, Board Resolutions & Signatures of Authorized Signatories etc. for Companies / Bodies Corporate / Trusts etc.

14. Preparation of Various Returns and MIS Reports required by the Stakeholders Relationship Committee of the Board or for the General Meeting/ Election of Directors etc. 15. Regular Work:

a. Liaising with the Printers appointed by the Bank, for the pre-printed stationery items (e.g. Dividend Warrants etc.) b. Maintain liaison with Postal Authority/dispatch agency selected by the Bank for dispatch of Annual Reports, AGM/EGM Notice, Dividend warrants etc. c. Preparation of Mailing List of Shareholders for despatch of Annual Reports (once a year). d. Processing and printing the distribution of holdings, List of top 200 shareholders, List of Bodies Corporate, Financial Institutions, Statutory Corporations, Non Resident Indians holding shares and List of Directors & their relatives holding shares, at the time of Annual General Meeting, In addition, processing and printing the summary of Balances & Category Table at the time of the General Meetings. e. Assisting the Bank in Mumbai, during the General Meetings for relevant activities such as verification of Shareholders’ holdings, verification of the Shareholders’ signatures in case of a poll etc. f. Processing and maintaining the Register of Members after the Annual General Meeting (once a year). g. Providing relevant data/input promptly and within stipulated time frame for submission of intimation to Stock Exchanges in terms of Listing Agreement and other statutory regulatory bodies as per applicable laws rules and regulations. h. Generation of EVSN for remote E-Voting on agenda item/s of AGM/EGM and other activity relating to E-Voting and coordinating with the Agency appointed by the Bank for E-Voting

16. Processing of Dividend Payment (including Interim Dividend) a. Processing of the Dividend Controls based on the rate of dividend conveyed by the Bank, and submission to the Bank, for approval. b. On Receipt of approval from the Bank, processing and printing the following reports / documents: -

i. Dividend Register ii. Dividend Warrants iii. Bulk Register / UCP etc. list for dispatch of Dividend Warrants.

c. Dispatch of Dividend Warrants to the Shareholders, by Registered Post / Under Certificate of Posting etc., as per instructions received from the Bank.


d. Processing the claims promptly for the dividends becoming due for transfer to the “Investor Education and Protection Fund". It will be the duty and responsibility of the bidder to ensure that no dividend of the shareholders who have lodged claims within stipulated time either with the Bank or with them are transferred to IEPF. The bidder will make continuous follow up with the Bank for payment of claims before transfer of unclaimed and unpaid dividends to the “Investor Education and Protection Fund" within stipulated timeframe.

17. Correspondence a. Receiving, inwarding, and attending correspondence regarding Transfers, Transmissions, Transpositions, Deletion of Name, Change of Address, Consolidation / Sub-division of Share Certificates, Dividend, dematerialisation, rematerialisation, refund order, etc., received from Shareholders / Company / Stock Exchanges / SEBI / Depository Participants / other bodies, promptly. b. Correspondence with Shareholders in respect of their holdings. c. Clarification of Shareholders’ queries, through post/ fax / email / telephone/ personal visits. d. Communication and interaction with the Bank whenever required in respect of shareholders queries etc. e. Generation of address of shareholders, City-wise bifurcation etc. for dispatch of Annual Report/Postal Ballot etc of the Bank to whom Annual Report is to be sent in physical form or for other purposes as and when requested by the Bank. f. Prompt generation of such reports as may be required by the Bank.

18. In case of a Rights/Bonus Issue, Bank shall inform RTA and other bodies about the Record Date / Book Closure and give sufficient time to RTA to effect all the transfers and update the records. 19. RTA shall perform all work as Registrar & Share Transfer Agents in connection with the Shareholders of the Bank, in accordance with the provisions of the relevant statutes governing the Bank i.e. SBI Act 1955 and SBI General regulations 1955 as amended from time to time, Banking Companies (Acquisition and Transfer of Undertaking) Act, 1970, Banking Regulation Act, 1949, Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Guidelines, Rules and Regulations. 20. RTA should provide entire data of shareholder including addresses, email ids and signature as and when required by the Bank without any cost. 21. Digital Initiative: All activities pertaining to Digitisation and paperless transactions. 22. Any other RTA related work which are not mentioned hereinabove but may be assigned by the Bank from time to time.

4. A. Time Frame The following is an indicative timeframe for the overall selection process. The Bank reserves the right to revise/modify this timelines at its sole discretion. Changes, if any, will be conveyed to the Bidders during the process.

RFP Notification 22.02.2018

Last date of submitting queries 28.02.2018

Last date of RFP Submission 03.03.2018 upto 5.00 p.m.

5. Other Terms and Conditions for RTA engagement:


a. The bidders will have to submit the technical and commercial offers/bids only in physical copy by hand delivery/ by post/ by courier only and not in any other mode of submission.

b. Bank will not accept any deviations from the terms and conditions specified in the RFP.

c. Non-Compliance of RFP terms will result in disqualification of the offer.

d. The selected Bidder will be required to provide a security deposit of Rs.0.60 crore in the form of Fixed Deposit (FD) to be kept with any Branch of SBI.

e. The appointment shall be for a period of five years commencing from the date of appointment which is likely to be effective w.e.f. 1st April, 2018 or from any date at the discretion of the Bank.

f. After executing the RTA Agreement, Bank can terminate the contract by serving 3 months’ notice.

g. The Bank has a right to add / delete / change all or any of the aforesaid conditions while entering into the final agreement with the RTA.

h. All the licenses, registrations, approvals, sanctions, authorizations issued by any government, statutory/regulatory bodies should be in force during the currency of the agreement to be entered into between the parties.

i. The Bank on its sole discretion reserves the right to accept or reject any or all proposals thus received without assigning any reasons thereof. The decision of the Bank management in regard to the selection of RTA will be final.

j. If there is a discrepancy between words and figures, the amount in words shall prevail.

k. The Bidder shall bear all costs and expenses associated with the preparation and submission of its Bid and the Bank shall in no case be held responsible or liable for these costs, regardless of the conduct or outcome of the bidding process including cancellation or abandonment or annulment of the bidding process.

l. Appropriate office space on a permanent basis, (ideally of the space not less than 8’x8’) to be provided for SBI Visiting officials to carry out the regular inspections/ Verification of the documents. The space should be Air Conditioned & equipped with appropriate infrastructure like sitting arrangement, telephone connection, computer connectivity etc.

m. The Bids shall be rejected in case of i Non submission of required documents as per this RFP ii. Any effort by a Bidder to influence the Bank on bid evaluation, bid comparison

or contract award. iii. Not fulfilling the eligibility criteria.

6. Price composition

The price quoted should be in Indian Rupees which will remain fixed for 5 years and should be inclusive of all taxes, duties and levies except GST. (GST will be payable on actual basis

which is to be shown separately in the Bill / Invoice / Demand Note). No variations will be permitted during the period of agreement.


i. Bank will not accept any deviations from the terms and conditions specified in the

RFP.

ii. Non-Compliance of RFP terms will result in disqualification of the offer.

iii. The selected Bidder, shall be required to submit a security deposit of Rs.0.60 crore

in the form of Fixed Deposit (FD) to be kept with any Branch of SBI

before execution of the agreement.

iv. The appointment shall be for a period of five years commencing from the date of appointment which is likely to be effective w.e.f. 1st April, 2018 or from any date at the discretion of the Bank.

v. After executing the RTA Agreement, Bank can terminate the contract by serving 3 months’ notice.

vi. The Bank has a right to add / delete / change all or any of the aforesaid conditions while entering into the final agreement with the RTA.

vii. All the licenses, registrations, approvals, sanctions, authorizations issued by any government, statutory/regulatory bodies should be in force during the currency of the agreement to be entered into between the parties.

viii. The Bank on its sole discretion reserves the right to accept or reject any or all proposals thus received without assigning any reasons thereof. The decision of the Bank management in regard to the selection of RTA will be final.

ix. If there is a discrepancy between words and figures, the amount in words shall prevail.

x. The Bidder shall bear all costs and expenses associated with the preparation and submission of its Bid and the Bank shall in no case be held responsible or liable for these costs, regardless of the conduct or outcome of the bidding process including cancellation or abandonment or annulment of the bidding process.

xi. Appropriate office space on a permanent basis, (ideally of the space not less than 8’x8’) to

be provided for SBI Visiting officials to carry out the regular inspections/ Verification of the

documents. The space should be Air Conditioned & equipped with appropriate infrastructure like sitting arrangement, telephone connection, computer connectivity etc.

7. Procedure for selection of RTA

a. The Technical bids will be evaluated as per the Bank’s standard procedure by a Committee. The score will be awarded on a scale of 100 marks.

b. The site inspections to the participating bidders operating office as well as registered office will be carried out.

c. After Technical evaluation and site inspection, the bidders will be shortlisted.

d. The Financial bids of only shortlisted technical bidders will be opened by the Committee.

e. The date and time of opening the financial bids will be intimated to shortlisted bidders.

f. The marks scored by shortlisted Bidders in the technical evaluation will be given a weightage of 70%. The Financial Bids of the Bidders will be given a weightage of 30%.

g. The combined score of Technical and Financial Bids will determine the ranking of the bidders. The bidder scoring highest points/marks will be selected as our RTA.

h. The Bank will use waterfall (sequential ranking) for the next RTA in case the shortlisted RTA does not accept the appointment.


8. Covenants :

a. General:

The Bidder covenants as follows: i. The Bidder acknowledges that subject to the provisions of this Bid document, the

Bidder shall have no right to enter into any agreement or arrangement for and / or on behalf of the Bank or to represent any person, firm or corporation that it has such right or authority, without the prior written consent of the Bank. The Bidder shall be solely liable to all persons for all acts of omissions or commissions, deeds and things done by the Bidder and / or its personnel in the course of performance of obligations specified under this Bid document.

ii. The Bidder covenants that it shall not sub-contract any of its responsibilities contained in this Bid document to any sub-agent or sub-contractor without prior written permission of the Bank, which the Bank may deny at its sole and absolute discretion and if the Bank gives such written permission (which permission may be of a general or specific nature), it shall not be construed as waiver of any accrued rights and / or liabilities and the Bidder shall be fully responsible for all acts and omissions of its sub-contractors or sub agents.

iii. The RTA work shall be provided in compliance with all applicable laws including labour enactment, rules, authorizations issued by the Central, State and local authorities in India including SEBI, RBI and the provision of the RTA work shall not result in the infringement of any third party intellectual property rights.

iv. The bidder has taken all required permission for performing RTA work under this Bid document. The Bidder shall keep the same valid throughout the currency of this contract / Bid document.

v. The Bidder shall bring to the notice of the Bank any expiry, modification, or suspension of any such approvals / licenses and the initiation of any adverse action by the relevant authority concerned in relation thereto.

vi. The Bidder shall obtain and furnish such approvals as may be required in connection with the transactions contemplated under this contract / Bid document.

vii. This Bid document to which the Bidder is a party when executed and delivered shall be, the legal, valid and binding obligation of the Bidder.

viii. The Bidder agrees and confirms that all the provisions applicable to the Bidder in relation to its personnel shall also be ipso facto be applicable to the subcontractors and sub-agents. The expression “personnel” wherever appearing in this Agreement in relation to the Bidder shall include its officials, directors, employees, sub-contractors, sub-agents, nominees, representatives, designees, for all purposes and intents.

ix. The Bidder shall take and has mechanisms and means to ensure adequate precautions to protect the privacy and confidentiality of all data and Confidential Information pertaining to the Bank, in relation to this Bid document / contract or the RTA work and shall take appropriate precautions not to breach the privacy of the Bank, Investor of the Bank or any third party during the course of performance of its obligations herein.

x. The Bidder shall not divulge any Confidential Information or any other information relating to the security or safety of the data, information, property, assets and other surveillance equipment etc. which will threaten or likely to threaten the safety or security of the data, information, property, assets and employees.

xi. The Bidder shall withdraw or shall not permit any of the Bidder’s personnel from providing the RTA work if, in the sole opinion: (a) the quality of RTA work provided by the Bidder is not in accordance with the quality specifications stipulated by the Bank (b) it is not in the interest of the Bank that such personnel of the Bidder continue to be involved in the provision of RTA work. (c) The Bidder shall subject to the terms of this Bid document / Agreement, be responsible for completing the RTA work in a prompt and efficient manner.


xii. The Bidder shall not exercise any lien or right of set-off of appropriation on any of the assets, properties, documents, instruments or material belonging to the Bank and in the custody or which may come in the custody of the Bidder for any amount due or claimed to be due by the Bidder from the Bank.

xiii. The Bidder shall be responsible for compliance of all laws, rules, regulations, orders, notifications and directions applicable in the relevant state / jurisdiction of its operation in respect of its personnel and shall establish and maintain all proper records and registers required by any law, code, practice or corporate policy applicable to it from time to time, including records and returns as applicable under labour legislations also.

xiv. The Bidder undertakes that it shall not disclose Confidential Information of the Bank to any third person and the Bidder shall keep all the knowledge of the business activities, information relating to shareholders and affairs of the Bank strictly confidential and also ensure that neither the Bidder nor any of its personnel directly or indirectly assist any third person with the promotion of activities which may be prejudicial to the interest or in competition to the activities of the Bank. This clause will survive the expiration, cancellation or termination of this Bid document / Agreement.

xv. The Bidder agrees and covenants not to use the Trademark and/or trade name of the Bank or letterheads of the Bank nor the Bidder will hold himself as an agent of the Bank. The Bidder shall not use the Bank’s address on his letter head/stationery for purposes of Registration with any Government/Local Body or any other Bank or person.

xvi. The Bidder agrees that no change whatsoever in the constitution of the Bidder during the continuance / validity of this Agreement shall impair or discharge the obligations of the Bidder under this Bid document / the Agreement. The Bidder shall forthwith upon any change in the constitution of the Bidder, inform the Bank of the change and provide such details in respect of the change and its effect, as may be required by the Bank .

xvii. The Bidder hereby agrees, undertakes and confirms irrevocably, unconditionally and absolutely that the entire obligation with regard to payment of stamp duty shall solely rest upon on the bidder.

xviii. The bidder shall not assign, in whole or in part, its obligations to perform under the contract, except with the Bank’s prior written consent.

xix. The bidder shall exercise reasonable skill, care and diligence and keep Bank indemnified in respect of any loss, damage or claim howsoever arising out of or related to breach of contract, statutory duty or negligence by the selected bidder or its staff, agents or permitted subcontractors in relation to the performance or otherwise of the services under the contract. The Selected bidder shall execute Indemnity Bond to this effect in the format as per Annexure D.

b. Technical The technical covenants as follows:

Under IS Policy version 5.0 online backup architecture to be in place for all data (Real time data Backup). i. Classification of the Data: The criticality and sensitivity of the Data is to be classified to

understand and access the required level of security measures to be adopted. ii. Recovery Time Objective (RTO) and Recovery Point Objective (RPO): The RTA has

to set in place a level of RTO / RPO at 1 working day/ 2 working days (i.e. Recovery Time Objective - 1 working day and Recovery Point Objective - 2 working days, in its DR policy).

iii. Data transfer/ transmission / travel from RTA to Shares & Bonds Department, Corporate Centre and to offshore backup location to move in confidentiality and in a secure process. Encryption should be done as per Bank’s prescription.

iv. RTA has to specifically notify its adopted architecture at their level i.e. whether it is under multi- tenant architecture or is having its exclusive level of architecture being offered to take care of Bank’s requirement etc. Any change in the architecture in future has to be got approved by the Bank.


v. As per the Bank’s IS Policy the RTA has to adopt a practice of conducting quarterly VA/ PT (Vernality Assessment / Penetration Test) to analyse its weakness. For the purpose, the RTA has to adopt a policy in which all systems where Bank’s data is maintained, processed, kept should go through quarterly security review. For all Bank’s internal assets, Security Operations Centre (SOC) to conduct VA/ PT. Access may be given to SBI SOC to conduct VA/PT on RTA assets. It is also a regulatory requirement.

vi. RTA has to adopt a well laid down patch management policy. The Patch management policy need to be in sync with Bank’s patch management policy.

vii. Internet access through proxy should be based on user ID authentication + desktop ID binding.

viii. The RTA has to have a system to monitor all activities of Data Based (DB) admin on real-time basis.

ix. RTA has to adopt a system by which Log real-time monitoring of various syslog and application log is monitored for all critical assets on a regular basis.

x. All activities of privilege users are to be monitored. xi. Data Centre of RTA should be ISO compliant The RTA has to follow the guidelines relating to supplier relationship as per IS Policy version 5.0 detailed in Annexure-G, which may be subject to changes/modifications from time to time. The RTA shall be bound by Bank’s IS Policy, IT Act, 2000 (with subsequent amendments)

and RBI Outsourcing Policy and must have to follow the detailed guidelines related to supplier

relationship s as per IS Policy version 5.0 detailed in Annexure-G, which may be subject to

changes/modifications from time to time. 9. Contract with the Bidder: The Successful bidder has to enter into

a. A bipartite agreement with Bank – Annexure - F b. A tripartite agreement with the Bank and existing RTA in accordance with SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. c. Two tripartite agreements with Bank and National Securities Depository Limited

(NSDL) and Central Depository Services Limited (CDSL) respectively, in respect of the Bank's Equity Share and Bonds which are held in the dematerialized form as "Eligible Securities" in the depository system of NSDL and CDSL.

d. Indemnity Bond – Annexure “D”. e. Non-disclosure Agreement with the Bank. – Annexure “E”.

10. No Erasures or Alterations

There should be no significant hand-written material, corrections or alterations in the offer. Technical details must be completely filled up. Filling up of the forms using terms such as “OK”, “accepted”, “noted”, “as given in brochure/manual” are not acceptable to the Bank. The Bank may treat offers not adhering to these guidelines as unacceptable.

11. Modification and/or Withdrawal of Bid

i. The bidder may modify or withdraw its bid’s submission, provided that written

notice of the modification or withdrawal is received by the Bank prior to the

deadline prescribed for submission of bids.

ii. The Bidder’s modification or withdrawal notice shall be prepared, sealed, marked

and delivered in the envelope additionally marked “MODIFICATION” or

“WITHDRAWAL” as appropriate. The withdrawal notice should be submitted to the

Bank not later than the deadline for submission of bids.

iii. No modification after the deadline is permitted.


iv. No bid shall be withdrawn in the intervening period between deadline for submission of bids and expiration of period of bid validity specified by the bidder in the submitted bid.

v. No bidder shall be allowed to withdraw the bid, if bidder happens to be successful bidder.

12. Bid Validity The bidder shall keep the bid valid for 06 months from the last date of submission of bids. The Bank reserves the right for extension of bid validity for another period of 03 months. 13. Forfeiture of Earnest Money Deposit (EMD)

Bank reserves the right to forfeit the Earnest Money Deposit of Rs.2.00 lakh for any of the

following reasons:

i. If a Bidder withdraws their Bid after the due date of submission and during the

period of Bid validity specified by the Bidder on the Bid form or

ii. If a Bidder makes any statement or encloses any form which turns out to be

false/incorrect at any time prior to signing of the contract or

iii. If a successful Bidder fails to :

a. Sign the contract within a period of 07 days from the date of communication

of the results to the bidder by the Bank

OR

b. Furnish a security deposit of Rs.0.60 crore in the form of Fixed Deposit

(FD) to be kept with any Branch of SBI before execution of the agreement

as mentioned under para 5 (d).

14. No Commitment to Accept Lowest or Any Tender The Bank shall be under no obligation to accept any offer received in response to this tender notice. The Bank further reserves the right to reject any or all offers based on its own evaluation of the offers received, or on the basis of stability, capabilities, track records, reputation among users and other similar credentials of a bidder. When the Bank makes any such rejection, the Bank will not be bound to give any reason and/or justification in this regard to the bidder. 15. Governing Law and Resolution of Disputes The Bid and the subsequent contract with the selected Bidder shall be governed in accordance with the Laws of India and will be subject to the exclusive jurisdiction of courts in Mumbai. All disputes and differences of any kind, whatsoever, between the bidder and the Bank, arising out of or in relation to the execution, meaning, operation or effect of the contract, shall be settled amicably by both Bank and the bidder.

16. Confidentiality

a This document contains information confidential and proprietary to the Bank. Additionally, the bidders will be exposed by virtue of the contracted activities to the internal business information of the Bank. Disclosures of receipt of this RFP or any part of the aforementioned information to parties not directly involved in providing the services requested could result in the disqualification of the bidders, premature termination of the contract, and / or legal action against the bidders for breach of trust.


b Selected bidder will have to sign a legal non-disclosure agreement with the Bank before starting the contract.

c The bidder (and his employees) shall not, unless the Bank gives permission in writing, disclose any part or whole of this RFP document, of the proposal and/or contract, or any specification, plan, drawing, pattern, sample or information furnished by the Bank (including the users), in connection therewith to any person other than a person employed by the bidder in the performance of the proposal and/or contract. Disclosure to any such employed person shall be made in confidence and shall extend only as far as may be necessary for purposes of such performance. The employees or the third party engaged by the bidder will maintain strict confidentiality.

d The bidder, his employees and agents shall not, without prior written consent from the Bank, make use of any document or information given by the Bank or its authorized personnel, except for purposes of performing the contract award.

e In case of breach, the Bank shall take such legal action as it may be deemed fit. The above obligation will survive even in case of termination/completion of agreement period.

17. Performance Matrix & Penalties – It will be binding on RTA to make good any financial

loss to the Bank due to any penalty / fine imposed by the SEBI or any other Regulator on

account of default or contravening any of the provisions of SEBI (LODR) Regulations, 2015

and other Regulators and any amendments / changes carried out from time to time by them :

However, for ensuring efficient and prompt disposal of the queries / requests / complaints of

our shareholders / bondholders, the RTA would be liable for penalty for deficiency in service

as follows :

a. No response to Queries / Requests within 2 days. Rs. 500/- per day

b. No response to complaints of shareholders / bond holders within 3 days

Rs. 1000/- per day

c. Resolution of SEBI / NSE/ BSE / other regulator complaints beyond prescribed time.

Rs. 1000/- per day in addition to Regulatory penalty.

d. Non Disposal of Transmission cases / Issue of duplicate share/ bond certificates within prescribed time limit.

Rs. 1000/- per day in addition to penalty by Regulatory penalty.

e Non submission of confirmation of reconciliation of Dividend accounts and bond interest / redemption accounts on monthly basis.

Rs. 10,000/- per month and deficit in un- reconciled accounts to be borne by them.


Annexure - A

(To be submitted on the letter head of the Bidder)

To,

The General Manager,

State Bank of India,

Shares & Bonds Department,

Corporate Centre,

State Bank Bhavan,

Madam Cama Road,

Mumbai – 400 021

TECHNICAL BID

Part A – General Information

Sr.No. Information Particulars

1. Name of the Company

2. Date of Incorporation

3.

Constitution of the Company, i.e. Pvt. Limited / Public Limited (Please submit Copy of incorporation certificate)

4.

Registered Office & Corporate Office Address with following details – a) E-mail address

b) Telephone Number

c) Fax number

5.

Address of Service Centre/ Operating Office / Representative Office in Mumbai with following details – a) E-mail address

b) Telephone Number

c) Fax number

6.

Name of the Director / Managing Director a. E-mail Address

b. Telephone Number

c. Fax Number

d. Office address

e. Residential Address

7.

SEBI Registration Number, Validity and Category. (Please submit self-attested copy of SEBI Certificate.)

8. ISO certification, if any.

9. Income Tax PAN No.

10. GST No.

11. Background of the Proprietor / Promoter / Director


12. Net worth of the Company for the FY 2014-15, 2015-16 and 2016-17 [as per Audited Accounts/Auditor’s Certificate

13. Turnover and Net Profits of the Organization for the FY 2014-15, 2015-16 and 2016-17 [as per Audited Accounts/Auditor’s Certificate]

14. Number of Companies being served by the RTA. Number of Folios being served by the RTA.

15. Total installed capacity a) Towards folio handling b) Data Storage Capacity c) Records (physical) storage capacity

16. Address of the place where RTA Activities are carried out

17 Details of law personnel to handle legal Work

18 Organization Chart

19 Details of facilities for bulk dispatch by Ordinary / Registered Post / Speed Post / Courier etc.

20 Approx. Number of Manpower you propose to provide for Shareholders/Bondholders of State Bank of India.

21 Approximate Area in Sq. Fts. of the place

22 Do you have direct connectivity with CDSL/NSDL? (Documentary evidence to be enclosed).

23 Whether you are providing Web based/ Mobile Based services to clients as well as investors to access information online? If yes, please give details. (Documentary evidence to be enclosed).


24. The details of Infrastructure facilities available with the RTA at its Operation Centre at ____________ (please mention place here) viz.,

a) Latest Equipment: Give names, numbers of equipment installed with their capacity to handle the number of folios. Details of number of personnel with qualifications, experience and service expertise in handling RTA activities, legal work, Hardware and Software Engineers, wherever necessary. Details of dedicated team structure to exclusively handle this requirement.

b) Hardware/Software: Indicate the specifications of the Computer Hardware and Requisite Software including their capacity to handle number of folios (please give full details), Security features in the system may also be spelt out.

c) Storage Capacity: Indicate details of space available for safekeeping of relevant records connected with banks work and maintenance of shareholder's documents (power of attorney, indemnity bonds, share certificates, etc.)

Security: Indicate the available Network Security/Data Security with Firewall protection/Intrusion Detection system/Virus Detection and elimination system at Gateway and Desktop level.

d) Safe Deposit Vaults:Physical/Access at the premises.Particulars of Safe Deposit Vaults to store pre-signed Blank valuable stationery/certificates, warrants, etc.

e) Testing Methods: Details of testing methods that will be made available (to be specified.)

f) Software Development: Details of in-house software development facilities, if any (kindly give the composition and strength of the Team and the skill sets of the personnel)

g) Methodology adopted for maintaining back up of Database: Details of Disaster Recovery Plan and power back-up facility be given.

h) Insurance Cover: Details of Insurance policies and sum assured

i) Kindly enclose suitable documentary evidence for (a) to (h) above.

25. Whether the Bidder have experience of minimum 5 years of handling activities of Registrar and Transfer Agent (RTA) as on 31.03.2017. If yes, please provide list of major companies for whom the Bidder has acted as Registrar and Transfer Agent (RTA) during the last 5 years and details of services provided to them. (Documentary evidence to be enclosed).


26 Details of major Initial/Follow on Public Offer (FPO) , Rights Issue, Bonus Issue, Preferential Issue, QIP Issue of its clients handled by the Bidder and its related activities such as assisting in Annual/ Extra-Ordinary General Meeting, Election of Directors, E-Voting etc. during last 7 years (Documentary evidence to be enclosed).

27 Name of the Top 10 clients with folios handled as on 31.03.2017.

28 Name of the Public and Private Sector Banks where similar services are being offered for shareholders and or bond holders. (Certificate of satisfactory service from the Bank to be submitted.)

29 Whether any disciplinary action / warning / penalty /suspension of business against the bidder by the SEBI in the past 3 years. (Attach Undertaking as per enclosed format).

30 Whether any restraint order at any Judicial Fora in India and abroad regarding the RTA’s business/their right to handle RTA services as on the date of bidding. (Attach Undertaking as per enclosed format).

31 Whether any of the directors or principal officer of the Company has been convicted for any offence involving moral turpitude and / or has been found guilty of any economic offence. (Attach Undertaking enclosed format).

32 Agreeable to provide security deposit as mentioned in para 5. Yes/No

Part B – Specific Information

Sr no Parameters Information

1 Experience / overall standing

2 Number of existing clients

3 Number of folios maintained in the demat / physical form.

4 Whether the RTA is in a position to provide dedicated terminal for online/ immediate access to SBI office?

5 Adequate storage capacity for SBI to handle large folio related applications/ documents / correspondence etc. (Mention available storage size which can be made available for SBI).

6 Legal cell (with adequate personnel) and company secretary for corporate issues with SEBI/ SEs.

7 Capability to provide dedicated personnel and system for SBI.

8 Whether the RTA is ready to take Insurance to cover various operational and other risks. Minimum for Rs. 1.00 crore?


Whether RTA is ready for a security deposit of Rs.0.60 crore in the form of Fixed Deposit (FD) to be kept with any Branch of SBI (to be deposited with SBI),before execution of the agreement.

9 Facility for prompt dispatch of letters including bulk dispatch by courier/ speed post etc., and established tracking system for returned letters.

10. RTA’s Disaster recovery programme to conform to Business Continuity Plan of the Bank. (a copy of Disaster recovery plan to be enclosed)

11 Show cause/ penalty imposed by the SEBI/ regulators and other authorities on the company or its directors during the last three years.

12. Number of clients’ / shareholders complaints against the RTA during the last three years including grievance handling mechanism.

13 Number of suits filed against RTA during the last three years.


We agree to abide by all the terms and conditions of tender.

Signature of the Bidder with Stamp

Name & Designation :

Date:

14 Information of technology Yes No Remarks

i Under IS Policy, version 5.0 online backup architecture in place for all data. (Real time data Backup).

ii Classification of the Data: The criticality and sensitivity of the Data is classified to understand and access the required level of security measures to be adopted.

iii Recovery Time Objective (RTO) and Recovery Point Objective (RPO): The RTA is in a position to set in place a level of RTO / RPO at 1 working day, 2 working days respectively.

iv Ability for Data transfer/ transmission / travel from RTA to Shares & Bonds Deptt., Corporate Centre and to offshore backup location to move in confidentiality and in a secure process. Encryption can be done as per Bank’s prescription.

v RTA can specifically notify its adopted architecture at their level i.e. whether it is under multi- tenant architecture or is having its exclusive level of architecture being offered to take care of Bank’s requirement etc. Any change in the architecture in future has to be got approved by the Bank.

vi Under RTA’s IS Policy, whether the RTA has adopted a practice of conducting quarterly VA/ PT (Venality Assessment / Penetration Testing) to analyse security system weakness? (For the purpose, the RTA has to adopt a policy in which all systems where Bank’s data is maintained, processed & kept, should go through quarterly security review).

vii Internet access through proxy can be based on user ID authentication + desktop ID binding.

viii RTA has to adopt a well laid down patch management policy. The Patch management policy need to be in sync with Bank’s patch management policy.

ix The RTA has to have a system to monitor all activities of Data Based Administrator (DBA) on real-time basis.

x RTA has to adopt a system by which Log real-time monitoring of various syslog and application log is monitored for all critical assets on a regular basis.

xi All activities of privilege users are to be monitored.

xii Whether the Data Centre of RTA is ISO compliant?


Annexure – B

(To be submitted on the letter head of the Bidder)

To,

The General Manager,

State Bank of India,

Shares & Bonds Department

Corporate Centre

State Bank Bhavan

Madam Cama Road

Mumbai – 400 021

Madam/Sir,

Undertaking for acting as Registrar and Transfer Agent

1. We have gone through the Bid Document for selection of Registrar & Transfer Agent of the

State Bank of India (the Bank) and we offer to undertake the services in conformity with your

requirements and the terms and conditions for the same.

2. We confirm that there has not been any disciplinary action initiated or

contemplated/warning/penalty/suspension of business against the bidder by SEBI during the

last three years.

3. We confirm that none of the directors or principal officers of the bidder has been convicted of

any offence involving moral turpitude or has been found guilty of any economic offence.

4. We confirm that there has not been any appeal or unresolved disputes/suit cases which are

pending at any Judicial Fora in India and abroad regarding existing of the business/our right

to handle RTA services. Further there has not been any litigation pending before any Judicial

Fora filed by/against our company against/by the Bank.

5. We agree to identify and designate an official of senior rank who shall be responsible for the

compliance of acts, rules and regulations, notifications, guidelines, instructions etc., issued

by SEBI, Central Government for redressal of investor's grievances or relevant to RTA

activities.

6. We further agree to maintain and preserve the records as per the Bank’s instructions / SEBI

Regulation/Operational Guidelines applicable to Registrar and Transfer Agent.

7. We undertake to complete all the activities whether specified or not, which are necessary for

satisfactory completion of RTA Work and/or is statutorily expected to be done under the

Companies Act / SBI Act and SBI General Regulations/ Stock Exchanges/ Government/

Capital Market Practice(s), etc. or any other applicable law and/ or guidelines issued by SEBI/

Stock Exchanges.

8. That this undertaking shall be irrevocable and shall be binding on us and our successors and

assigns and shall be in full force and effect during the currency of the arrangement entered

into between the parties.

9. We undertake not to disclose any confidential information pertaining to the Bank to third

parties without written consent of the Bank in this regard.

10. We undertake to indemnify the Bank against all losses/damages suffered by the Bank due to

any negligent action on the part of RTA/its officers.


11. We undertake to execute the bipartite/tripartite agreement(s) as per the requirements in the

prescribed format of SEBI/Bank on selection.

12. We undertake that each of the representations in the section "Representations and

Warranties" are true and correct in all material respects as of the date of signing of this

undertaking and that none of them omits to state any matter which makes any of such

representations misleading in any material respect;

Place: Signature of the Bidder with Stamp

Name & Designation:

Date:


Annexure -D

INDEMNITY BOND

(To be typed on non-judicial Stamp Paper of appropriate value and attested by Notary Public Magistrate) The indemnity bond made on the _______day of______________2017 by M/s._________________________________(Name of the Selected bidder Company) a body corporate registered under the Companies Act, 1956/2013 having its Registered Office at ________________________________________________ and Branch Office/Corporate Office _________________________________ (hereinafter referred to as the 'Registrar and Transfer Agent') in favour of State Bank of India, a body corporate constituted under State Bank Act,1955 having its corporate centre at State Bank Bhavan Madam Cama Road, Nariman point Mumbai- 400021 (hereinafter called “STATE BANK”). Whereas M/s________________________________ (Name of the Selected bidder Company) entered into an Agreement dated_______________ with STATE BANK (hereinafter called the said “RTA AGREEMENT”) for acting as the Registrar and Transfer agents of the STATE BANK on the terms and conditions mentioned therein for a period of five years. However, the Agreement is renewable with the mutual consent on year to year basis. Now, therefore this indemnity bond witnesses as follows: That in performance of the assignment as per the RTA Agreement, the Registrar and Transfer Agent shall exercise reasonable skill, care and diligence and keep STATE BANK indemnified in respect of any loss, damage or claim howsoever arising out of or related to breach of contract, statutory duty or negligence by the Registrar and transfer agent or its staff, agents or sub-contractors in relation to the performance or otherwise of the services under the Agreement. IN WITNESS WHEREOF this Deed has been executed at ______________ by the aforesaid Registrar and Transfer Agent through its Authorized Representative, in the presence of witnesses.

Witness: 1. (Signature, name and address) 2. (Signature, name and address)

(Authorised Signatory) Name of the Authorised signatory Address and seal of the Registrar & Transfer Agent


Annexure-E NON-DISCLOSURE AGREEMENT

This Agreement made and entered into at Mumbai, this ------ day of ----- 2018 BETWEEN State Bank of India, having its Central Office at State Bank Bhavan Madam Cama Road, Nariman Point Mumbai- 400021 (hereinafter referred to as “State Bank” which expression unless repugnant to the context or meaning thereof be deemed to include its successors and assigns) of the ONE PART; AND _______________________________ a company registered under the Companies Act 1956/2013 and having its Registered Office at ________________________ ____________________ (hereinafter referred to as “RTA” which expression unless repugnant to the context or meaning thereof be deemed to include its successors and assigns) of the OTHER PART. State Bank and _________________________________ are hereinafter collectively referred to as “the Parties” and individually as “the Party”. WHEREAS: State Bank intends to engage the services of M/s_______________________________(RTA) as Registrar and Transfer Agent. In the course of such services, it is anticipated that each party may disclose or deliver to the other certain or some of its trade secrets or confidential or proprietary information, for the purpose of enabling the other party to perform the services (hereinafter referred to as “the Purpose”). NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS :

1. Confidential Information: “Confidential Information” means all information disclosed/ furnished by either of the Parties to another Party in connection with the business transacted/to be transacted between the Parties. Confidential Information shall include any copy, abstract, extract, sample, note or module thereof. The Receiving Party may use the Confidential Information solely for and in connection with the Purpose. Notwithstanding the foregoing, “Confidential Information” shall not include any information which the Receiving Party can show: (a) is now or subsequently becomes legally and publicly available without breach of this Agreement by the Receiving Party, (b) was rightfully in the possession of the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, (c) was rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality, (d) was developed by or for the Receiving Party independently and without reference to any Confidential Information and such independent development can be shown by documentary evidence, or (e) is disclosed pursuant to an order of a court or governmental agency as so required by such order, provided that the Receiving Party shall, unless prohibited by law or regulation, promptly notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek appropriate protective order relating to such disclosure.

2. Non-disclosure: The Receiving Party shall not commercially use or disclose any Confidential Information or any materials derived therefrom to any other person or entity other than persons in the direct employment of the Receiving Party who have a need to have access to and knowledge of the Confidential Information solely for the Purpose authorized above. The Receiving Party may disclose Confidential Information to consultants only if the consultant has executed a Non-disclosure Agreement with the Receiving Party that contains terms and conditions that are no less restrictive than these. The Receiving Party shall take appropriate measures by instruction and written agreement prior to disclosure to such employees to assure against unauthorized use or disclosure. The Receiving Party agrees to notify the Disclosing Party immediately if it learns of any use or disclosure of the Disclosing Party’s Confidential Information in violation of the terms of this Agreement.

3. Publications: Neither Party shall make news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents / provisions thereof, other information relating to this Agreement, the Purpose, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.

4. Term: This Agreement shall be effective from the date hereof and shall continue till expiration or termination of this Agreement due to cessation of the business relationship between State Bank of India


and RTA. Upon expiration or termination as contemplated herein the Receiving Party shall immediately cease any and all disclosures or uses of Confidential information; and at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all written, graphic or other tangible forms of the Confidential Information and all copies, abstracts, extracts, samples, notes or modules thereof.

5. The obligations of the Receiving Party respecting disclosure and confidentiality shall continue to be binding and applicable without limit in point in time except and until such information enters the public domain.

6. Title and Proprietary Rights: Notwithstanding the disclosure of any Confidential Information by the Disclosing Party to the Receiving Party, the Disclosing Party shall retain title and all intellectual property and proprietary rights in the Confidential Information. No license under any trademark, patent or copyright, or application for same, which are now or thereafter may be obtained by such Party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trademark, trademark notice, copyright notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other any mark, symbol or logo on such Confidential Information.

7. Return of Confidential Information: Upon written demand of the Disclosing Party, the Receiving Party shall (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, abstract, extracts, samples, notes or modules thereof to the Disclosing Party within 30 days after receipt of notice, and (iii) upon request of the Disclosing Party, certify in writing that the Receiving Party has complied with the obligations set forth in this paragraph.

8. Remedies: The Receiving Party acknowledges that if the Receiving Party fails to comply with any of its obligations hereunder, the Disclosing Party may suffer immediate, irreparable harm for which monetary damages may not be adequate. The Receiving Party agrees that, in addition to all other remedies provided at law or in equity, the Disclosing Party shall be entitled to injunctive relief hereunder.

9. Entire Agreement, Amendment, Assignment: This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and supersedes any and all prior oral discussions and/or written correspondence or agreements between the parties. This Agreement may be amended or modified only with the mutual written consent of the parties. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable.

10. Governing Law: The provisions of this Agreement shall be governed by the laws of India.

11. General: The Receiving Party shall not reverse-engineer, decompile, disassemble or otherwise interfere with any software disclosed hereunder. All Confidential Information is provided “as is”. In no event shall the Disclosing Party be liable for the inaccuracy or incompleteness of the Confidential Information. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the fitness of such Confidential Information for any particular purpose or infringement of trademarks, patents, copyrights or any right of third persons. IN WITNESS WHEREOF, the Parties hereto have executed these presents the day, month and year first hereinabove written. For and on behalf of State Bank of India (Authorised Signatory) For and on behalf of ______________ _____________________ (Authorized Signatory) Date:

Annexure - C

Format for Commercial Bids for Appointment of Registrar and Transfer Agents for State Bank of India

Schedule of the fees and charges payable to the Registrar and Transfer Agent

Sr. No. Activity Rates (Rs.)

For Shares For Bonds

1 Shares and bonds held in Physical form Annual Folio Maintenance and Service Charges: Annual Folio Maintenance and Service Charges for maintenance of Register of Share/Bond holders in the computer and Magnetic media, capture & maintenance of specimen signatures from application forms/transfer deeds/legal heirs claim form(s)/ authorised signatories of corporate bodies, investor correspondences, etc. The above service charges include servicing of the following activities:

i. All activities connected with payment and processing of annual dividend and annual interest during the year and duplicate dividend/interest warrants, revalidation of dividend/interest warrants, including capturing of particulars of drafts, if any, issued in lieu of dividend warrants, printing and despatch of dividend/interest warrants; payment in electronic mode, preparation of summary, TDS etc.

ii. Preparation and printing of Return, Distribution Schedule, Bulk Register after merging electronic data, Special Reports/ Data on Shares & Bonds etc.

iii. All activities connected with AGM of the shareholders

Rate Rs. ___ per folio

Estimated Amount for 2.40 Lakh shareholders Rs.____________


Estimated Amount for 0.20 lakh bond holders Rs.____________

b. Charges for servicing payment and processing of interim Dividend, if any, declared on shares and half yearly/quarterly/monthly interest, if any, payable on bonds, including printing and despatch of dividend/interest warrants, preparation of summary, TDS etc. (Rate per folio) (i) Electronic mode –

(ii) Physical warrants –





Rate

Estimated Amount for 0.30 Lakh shareholders

Rate

Estimated Amount for 0.10 lakh bond holders

Rs. ___ per folio

Rs.____________

Rs. ___ per folio

Rs.____________

c. Charges for transfer of Shares/Bonds including transmission, name addition/deletion, transposition. (Rate per folio)


Estimated Amount for 1200 shareholders Rs.____________


Estimated Amount for 10 bond holders Rs.____________

d. Charges for issue of duplicate certificate, sub division of certificate, consolidation of share/bond certificates etc. (Rate per Certificate)





e. Charges for dematerialization of share/bond certificate including scanning both sides of certificates etc. and destruction thereof. (Rate per Certificate)




Estimated Amount for 50 bond holders Rs.

f. Charges for re-materialization (per certificate) Rate Rs. ___ per folio




g. Printing of list of shareholders/bondholders with addresses etc. per folio

Rate Rs. ___ per folio.


Rate Rs. ___ per folio.


h. Charges for processing of Revalidation of transfer deeds





i. Scanning of Application Forms for both Equity & Bonds Rate Rs. ___ per folio




Sub Total Rs. Rs

2.

Shares and bonds held in Demat form (Demat Records) a. Annual Service Charges for demat records: Annual Service Charges for demat records shall include servicing of the following activities: i. All activities connected with payment and processing of annual dividend and annual interest during the year and duplicate dividend/interest warrants, revalidation of dividend/interest warrants, including capturing of particulars of drafts, if any, issued in lieu of dividend warrants, printing and despatch of dividend/interest warrants; payment in electronic mode, preparation of summary, TDS etc. ii. Preparation and printing of Return, Distribution Schedule, Bulk Register after merging electronic data, Special Reports/ Data on Shares & Bonds etc. iii.All activities connected with AGM of the shareholders

Rate

Rs. ___ per folio


Rate

Rs. ___ per folio


b. Charges for servicing payment and processing of interim Dividend, if any, declared on shares and half yearly/quarterly/monthly interest, if any, payable on bonds, including printing and despatch of dividend/interest warrants, preparation of summary, TDS etc. (Rate per record) (i) Electronic mode – (ii) Physical warrants









c. Annual Connectivity charges for NSDL & CDSIL (payable lump sum in advance for the period)

Rate Rs.____ per annum

Estimated Amount Rs.

Sub Total Rs. Rs. 3.

Returns/Reports etc.

Mailing of e-Annual Report (Link) to shareholders approx..10 lakh shareholders per email

(Note : should not exceed the existing market rates)


Estimated Amount for 10 Lakh shareholders Rs.____________

Sub Total Rs.

4 Charges for redemption of Bonds on valid Redeemed Bonds including scrutiny of applications, verification of signatures, objections raised, if any, maintenance of records etc. & printing of redemption warrants etc.

(Rate per record) (i)Electronic mode

(ii)Physical warrants





Sub Total Rs.

5

Handling of Issues in future such as Rights Issue, FPOs, Bonds etc. or any other Issues in future : *

i) Processing/reconciliation of application forms (a) Equity :

(1) Rights Issue

(2) FPO

(3) QIP




Estimated Amount for 0.50 lakh shareholders Rs.____________ Estimated Amount for 0.50 Lakh shareholders Rs.____________ Estimated Amount for 200 shareholders Rs.____________

(4) Preferential Issue

(5) ESOP / ESPS

(6) GDR / ADR issues

(7) Any other Mode.

(b) Debt (including Bonds/debentures) : (1) Private Placement

(2) Public issue

ii) Printing & processing of Refund advice

Rate

Rs. ___ per folio

Rate Rs. ___ per folio ----------- -----


Estimated Amount for one shareholder Rs.____________ Estimated Amount for 5000 shareholder Rs.____________ ------------ ------- Estimated Amount for 5000 shareholder Rs.____________



Estimated Amount for 200 bond holders Rs._________ Estimated Amount for 50000 bond holders Rs._________

iii) Printing & processing of Allotment-cum-

Refund advice

iv) Others, to be specified *However, the Bank reserves the option to negotiate down the rates at the relevant time of the respective Issues.


Estimated Amount for 5000 shareholder Rs.____________

Sub Total Rs. Rs.

6 General Meeting connected activities: Providing modules for extraction of data verification of signatures (for entire shareholding) & recording of attendance of shareholders. Providing assistance at site for Election of Shareholder Directors including printing of Proxy Register and other related reports and arranging, providing and installation of required computers, printers and related devices at the place of GM. (However the transportation charges for computer and related devices will be reimbursable on actual basis)

Rs._______ per GM

Estimated Amount for one General Meeting Rs.____________

Sub Total Rs.

7 Other activities(One time) :

i) Capturing of account particulars for ECS Mandate etc. of shares and bonds held in physical form (Rate per folio)

Rs. ___ per folio Estimated Amount for 1000 shareholders Rs.____________

ii) Listing and Registration for dispatch of dividend/interest warrants (Public Issue). (involves printing of address slips for evidencing dispatch by postal authorities duly stamped)

Included in Sr. No. 1 and 2 above Not to be quoted




iii) Conversion of NSDL/CDSL files to match the master layouts Share Register, & providing reply to queries relating to dividend paid for electronic shares

Not to be quoted Not to be quoted Not to be quoted Not to be quoted

iv) Electronic payment processing (ECS,NECS,NEFT,RTGS etc) creation of data for submission to RBI (irrespective of no. of centres) - Validation of Electronic details with RBI - Extraction of data file as per RBI requirements, rectification etc. for all the centres. - Validation of Electronic details with NPCI (National Payment Corporation of India)



iv)

Printing of mailing address stickers ( per folio)


Estimated Amount for 2.0 lakh shareholders Rs.____________

v)

Overprinting of address/folio details on intimation/inland letters etc.

Rate

Rs. ___ per folio

Estimated Amount for 2.0 lakh shareholders Rs.____________

vi) Other Expenditure (if any); (a) Handling charge for despatch by ordinary post

(b) Handling charge for despatch by registered post/UCP NB: These charges shall not be payable in respect of the activities covered under the Sr. No. 1and and Sr. No. 2.

Not to be quoted

Not to be quoted

Not to be quoted

Not to be quoted

Sub Total Rs. Rs. 8 i) Charges for Stationery, Postage, Advertising, Filing

Fees, Registration Fees, Travel, Conveyance, Telephone, courier charges, FAX / XEROX charges etc. Cost of Computer stationery, cartridges, CD ROMs, Labour charges, binding, sealing etc.,

On actual basis against proof (not to be quoted)

ii) Legal charges Payable on case to case basis.

9 Extraction of data for uploading to the site of Ministry of Corporate Affairs (MCA) / Bank as required in connection with transfer of unpaid Dividend Warrants / Interest Warrants and Shares / Bonds related to it to Investor Education and Protection Fund (IEPF) (as and

Rate

Rs.

Estimated Amount Rs.____________

when required in the required format) and periodical updation of the data to the said sites to be done by RTA without any additional charges. ( to be quoted in lumpsum)

Sub Total Rs. Grand Total Rs. Rs.

1. Payments on account of folio maintenance charges are payable on quarterly basis (pro rata basis), before commencement of the quarter and on production of

bill/ invoice, whichever is later.

2. Tax will be deducted at source, as applicable, at the time of all payments.

3. All charges/ rates stated above are inclusive of all applicable taxes / levies by the Government but exclusive of GST. All bills should contain the GST Number of the RTA and the Bank.

4. The number of folios for calculation of Annual Folio Maintenance & Service charges will be taken from one AGM to next AGM, which will be determined on the

record date for payment of final dividend or the AGM. However, if there is an increase in the number of folios is on account of Corporate actions viz. Rights Issue, follow on Issue, Amalgamation, ESPS, ESOP, Acquisition, Mergers etc., Folio Maintenance & Service charges for the addi tional number of folios will be paid and shall be billed on pro rata basis.

5. In case of any increase or decrease in the number of Folios as on the record date for AGM vis-à-vis the previous AGM, the difference in the Folio Maintenance & Service charges shall accordingly be adjusted (i.e. paid or recovered) in the bill for the next quarter on pro rata basis from the date of AGM to end of the quarter in which the AGM is held.

6. General obligation & responsibilities: The Bank shall not pay any annual charges in what so ever nature (other than folio mai ntenance charges).

7. All the statements / information as required under the Listing Regulations, 2015 and or otherwise demanded by the Bank shall be provided by the RTA free of charges.

i. Postages incurred for dispatch of certificates, letters, etc. should be fully supported by an outward Registrar and/or Registration Journal.

ii. Expenses should be supported by proper invoices.

iii. Any additional assignment required to be done beyond the scope of work enumerated above, the charges for the same will be negotiated on a mutually

agreeable terms and invoiced accordingly.

iv. All expenses borne by RTA in connection with the visit of their officials to Bank’s central office or the venue of the meeting for submission of share

transfer memorandum & other records for Annual General Meeting, Extraordinary General Meeting, Share Transfer Committee Meeting and

Stakeholders Relationship Committee Meeting, Meetings in relation to reconciliation of DW accounts or any other meetings etc. will be reimbursed by

Bank on actual basis subject to necessary supporting documentary evidences by the RTA and with Prior approval from the Bank.

Signature and Seal of the Bidder Name and Designation : Date :

Annexure - F

DRAFT FORMAT OF AGREEMENT

This Agreement made on the _____ day of _______________________ at Mumbai

between _____________________, a Company registered under the provisions of the

Companies Act, 1956 having its Registered Office at

______________________________ (hereinafter referred to as “the Transfer Agent”,

which expression shall unless repugnant to the context or meaning thereof be deemed

to mean and include its successors and assignees)

And

State Bank of India, body corporate, constituted under State Bank of India Act, 1955 and

having its Central Office at Mumbai (hereinafter referred to as “the Bank”, which

expression shall unless repugnant to the context or meaning thereof be deemed to mean

and include its successors and assignees).

Whereas:

I. The Bank is a statutory body having issued equity shares and also the Bonds

detailed in Annexure-I.

II. The Transfer Agent is a Public Limited / Pvt. Limited Company and is a SEBI

registered Registrars & Share Transfer Agent having Registration No.

____________ and the Transfer Agent has submitted their proposal to the Bank

to act as the Registrar and Transfer Agent for the equity shares and Bonds

issued by the Bank and the Bank has agreed to accept the proposal of the Transfer

Agent to act as the Registrar and Transfer Agent.

III. The Bank has about _____ lac shareholders and _____ lac bond holders as on

_________________ and has to render services relating to transfer, transmission,

dividend/interest payment etc. in accordance with the State Bank of India Act,

the State Bank of India General Regulations, SEBI Regulations, Listing

Agreement with Stock Exchanges and also the provisions of the Offer

Documents in respect of the aforesaid Equity Shares and Bonds.

In terms of rule 4(1) (b) of the SEBI (Registrars to an Issue and Share Transfer

Agent) Rules, 1993, the Transfer Agent are required to enter into a valid

agreement with the body corporate on whose behalf the Transfer Agent has to act

as Registrar and Transfer Agent.

As the term of appointment of existing RTA was expiring, the Bank had

commenced the process for selection of a Registrar & Transfer Agent for the

equity shares and Bonds issued by the Bank and after evaluation of the offers

received from the various Share Transfer Agent, the Bank has selected

______________________ as the Registrar & Transfer Agent for the equity

shares and Bonds issued by the Bank on the terms and conditions appearing

hereinafter.

IV. The Bank and the Transfer Agent have, therefore, agreed to enter into a

agreement, being these presents.

NOW, THEREFORE, the Bank and the Transfer Agent do hereby agree as follows: -

(1) The Bank hereby appoints ______________________ as the Registrar & Transfer

Agent in respect of the Bank’s Equity Shares and the also Bonds, detailed in

Annexure-I, for a period of five years from the _______________ to the __________

2

upon the terms and conditions herein contained and

_________________(the Transfer Agent) accepts such appointment.

(2) The appointment shall be subject to yearly review by the Bank.

(3) The Transfer Agent hereby undertakes to perform and fulfil such functions, duties

and obligations and to provide such services as are required by the Bank (within the

framework of SEBI) more particularly as mentioned herein.

(4) The Transfer Agent declares and undertakes that:

(a) It has obtained a certificate of registration from SEBI and that the certificate

is valid upto ______________. The Transfer Agent has obtained approval

from SEBI for carrying on its activities from its office at

______________________. The Transfer Agent shall ensure that the

certificate of registration and SEBI approval shall remain in force during

the period of this agreement and it shall take prompt steps for renewal of the

SEBI registration and approval. In case of non-

renewal/suspension/cancellation of the certificate of registration by SEBI,

the Transfer Agent shall inform the same to Bank forthwith. It shall also

inform the Bank forthwith in case of any change or modification in

certificate of registration granted by SEBI, including any change in its office

address from where it is carrying on its activities.

(b) It has not violated any of the conditions subject to which registration has

been granted and that no disciplinary or other proceedings is pending or

have been commenced against it by SEBI/Stock Exchange/Depositories or

any other regulatory body and that it is not debarred / suspended from

carrying on the activities contemplated under this Agreement.

(c) It shall perform the duties as the Transfer Agent with the highest standards

of integrity and fairness and shall act in an ethical manner in all their

dealings with the Bank and the shareholders/bondholders and investors of

the Bank. It shall not take up any activities which are likely to be in

conflict with its own interests, or the interests of the Bank and/or of the

investors and/or contrary to the directions issued by SEBI/Stock

Exchange/ Depositories or any other regulatory body.

(d) It shall at all times exercise due diligence and caution, ensure proper care,

and exercise professional judgement while carrying out its

duties/responsibilities under this Agreement.

(e) It shall ensure that all information provided by it to the investors of the

Bank are true and correct.

(f) It shall diligently and promptly carry out its duties/responsibilities and

shall complete all activities within the specified time limits as stipulated

under relevant statutes, SEBI Guidelines and Stock Exchange Regulations

and the guidelines issued by the Statutory Authorities from time to time.

(g) In case of any change in their status/constitution/ownership, including any

dilution in its promoter shareholding, it will immediately advise the

3

change to the Bank and also obtain the necessary

permission from SEBI and/or other Statutory Authorities.

(5) The Bank hereby declares that it has complied with or agrees to comply with all

statutory formalities under State Bank of India Act 1955 as amended upto date and

State Bank of India General Regulations, SEBI Regulations, Listing Agreements and

other applicable Statutes pertaining to share transfer activities.

(6) The Transfer Agent shall duly process all the requests for dematerialisation (received

and forwarded by Depositary Participants) in compliance with the

statutory/regulatory provisions and also under the tripartite agreements entered into

with Depositories, the Bank and the Transfer Agent. Transfer Agent has to ensure that

images of both sides of the dematted share certificates are captured properly on CDs/

external hard disc, lot-wise, kept in joint custody of the two officers of the Transfer

Agent and arrange for destruction of the physical share certificates in the presence of

officer(s) deputed from the Shares & Bonds Dept. and one officer of the Transfer

Agent not below the rank of a Manager, after verification and proper record be kept

for this purpose for verification by the Bank’s Auditors.

(7) The Bank and the Transfer Agent agree that in respect of the Bank’s Equity Shares

and Bonds which are held in the dematerialised form as “Eligible Securities ” in the

depository system of Depositories, ie. National Securities Depositories Limited

(NSDL) and Central Depository Services (India) Ltd. (CDSIL), they agree to abide

by the terms and conditions contained in the tripartite agreements executed

amongst the Bank, the Transfer Agent with the Depositories.

(8) The Transfer Agent shall permit and facilitate the Bank or the Agencies/firms

specially authorised by the Bank to conduct Systems/Process audit/or any audit as the

Bank may consider, upon reasonable written notice at all reasonable times. The

Transfer Agent shall ensure compliance of all recommendations/observations in the

Audit Report and shall rectify within the reasonable time specified by the Bank all

irregularities pointed out in the Audit Report.

(9) The Transfer Agent agrees to carry out and perform functions, duties and obligations

relating to each activity relevant to the share & bond as specified in the Annexure II

hereto. The following activities, inter-alia, shall form part of the Transfer Agent’s

functions and responsibilities during the currency of this agreement:

(i) Receipt of requests for transfer, transmission, transposition, endorsement

as fully paid-up, allotment / call money, split, consolidation, change of

address, issue of duplicate certificates in lieu of misplaced / lost

certificates,

(ii) Processing of requests for transfer, transmission, endorsement as fully

paid-up, receipt of allotment / call money and other correspondence

received in connection with activities entrusted to the Transfer Agent,

(iii) Preparation of transfer and transmission proposals after verification of

transfer deeds, transmission documents on verification of signature and

other particulars for approval of the Bank,

4

(iv) Endorsement on the certificates and despatch of

the transferred certificates to the transferees within the mandatory period

as laid down in the Listing Agreements with Stock Exchanges,

(v) Processing of requests for issue of duplicate share certificates in

accordance and compliance with the Statutory and regulatory provisions.

(vi) All requests received from shareholders /bondholders for recoding their

change of address, if found in order, shall be immediately processed and

updated in the records by the Transfer Agent and should send a

communication by registered post to the shareholder/bondholder in their

old as well as new address confirming him/her that as per the request the

new address detailed in the said communication has been entered in the

records.

(vii)Mailing of soft copy (electronic form) of the Bank’s Annual Reports,

within the time specified by the Bank, to the e-mail address of those

shareholders who have given their consent for the aforesaid purpose.

(vii) Scanning of all equity/bond related application forms in non allotment

cases before destructing the same with prior approval of the Bank.

(viii)Registering of nominations received from shareholders in terms of the

provisions of State Bank of India Act and its General Regulations.

(10) The Transfer Agent shall handle the RTA activities from its office at

___________________. The Transfer Agent shall not shift the work to any other

premises without the prior express written consent of the Bank.

(11) All the input materials that are to be supplied by the Bank/agreed to be supplied by

the Bank will be delivered by the Bank at its cost at the office of the Transfer Agent

stated above in clause 10 and all finished tabulations, statements, unused stationery

bearing the name and the letterhead of the Bank and all original documents supplied

by the Bank to the Transfer Agent are to be delivered by the Transfer Agent at

Bank’s cost to such address as may be specified.

(12)The Transfer Agent shall be responsible for the loss of any share certificate(s) / bond

certificates/transfer deed(s) or any other paper or document after the same are taken

in possession by any representative of the Transfer Agent from the Bank or received

directly by the Transfer Agent at their office or received at any other place and the

Transfer Agent agrees and undertakes to indemnify the Bank for all losses and

consequences which may be incurred to / suffered by the bank due to aforesaid

actions. The Transfer Agent shall be responsible for the loss of any share

certificate(s) / bond certificates/transfer deed(s) or any other paper or document from

their premises or at any other place after the same are received by the Transfer Agent

from the investors and the Transfer Agent agrees and undertakes to indemnify bank

for all losses and consequences which may be incurred to / suffered by the bank due

to aforesaid actions.

(13)The Transfer Agent shall be responsible for protection and safety of the Bank’s data

1and records and shall be liable to the Bank for any computer security breaches.

5

(14)The Transfer Agent shall audit computer user authentication and activities.

The relative logs are to be monitored and any security events should be reported to

the appropriate authority. The Transfer Agent shall maintain relevant records of

changes effected on computer servers and other devices under change management

process, with the approval of the appropriate authority

(15)The Transfer Agent’s responsibility under this agreement will be restricted to the

duties of the Transfer Agent as agreed to herein and the Transfer Agent will not be

in any way construed to be agents or employees of the Bank in any other business or

in any other manner whatsoever.

(16)The Transfer Agent shall not during the term of this agreement or thereafter, either

directly, or indirectly, for any reason whatsoever, divulge, disclose to any third party

or make public any information whatsoever which may come to their knowledge

during or as a result of their appointment as the Transfer Agent of the Bank and

whether concerning the business, property, contracts, methods, transactions,

dealings, affairs or share/bond holders of the Bank or otherwise, save and except in

accordance with the performance of their duties hereunder or as required by law.

(17)The Transfer Agent shall make their best efforts to perform the duties assigned to it

under this agreement with utmost care and efficiency. The Transfer Agent shall

execute the work efficiently, promptly and with due diligence and care. The Transfer

Agent shall ensure that adequate controls are established to ensure the accuracy of

the reports furnished by them. The Transfer Agent shall carry out all activities

within the specified time limit and shall be liable to the Bank for any loss incurred

by the Bank on account of any delay on the part of the Transfer Agent in performing

the duties and/or activities undertaken by it.

(18)The Transfer Agent shall redress the complaints of the investors within the stipulated

period after receipt of the complaint during the currency of the agreement and

furnish Action Taken Report in respect of the same to the Bank at frequent

intervals specified by the Bank and shall continue to do so during the period it is

required to maintain the records under the SEBI (Registrars to an Issue and Share

Transfer Agent) Regulations, 1993, even after expiry of its appointment as the

Transfer Agent of the Bank. The Bank shall do all such things and extend necessary

cooperation to the Transfer Agent in order to comply with the Regulations. This

includes complaints received through electronic mode, viz. e-mail, SCORES from

SEBI etc.

(19)The Transfer Agent agrees and undertakes to indemnify the Bank and its successors

and assignees from and against all suits, claims, actions and demands which may be

made or commenced against the Bank by any holder of its securities or any third

party as a consequence of any failure or deficiency or delay on the part of the

Transfer Agent in performing or fulfilling or providing any functions, duties,

obligations and services under this agreement.

(20)Notwithstanding anything contrary in this Agreement, Transfer Agent shall be liable

to the Bank for any loss incurred or sustained by the Bank due to error and/or

omission and/or delay and/or negligence and/or mala fide act(s) on the part of the

Transfer Agent or on account of any breach committed by the Transfer Agents of

any terms of this Agreement executed between the Transfer Agent and the Bank,

6

and the Transfer Agent agrees and undertakes to indemnify the Bank and its

successors and assignees against all such losses.

(21)The Transfer Agent agree and undertake that, notwithstanding anything contrary in

this Agreement, the liabilities and obligations of the Transfer Agent to the Bank

under this agreement and the previous agreements detailed in clause 20 above shall

continue to survive even after the expiry of the period of their appointment as the

Transfer Agent of the Bank.

(22)The Transfer Agent shall send communications and documents to the

share/bondholders and investors through the mode of despatch stipulated by the

Bank.

(23)The Transfer Agent and the Bank agree that in case of non-compliance of any of the

covenants contained in these presents a report shall be made to the SEBI within 7

days.

(24)The Bank agrees that formats of all reports, statements, share or bond certificates and

other documents shall be in conformity with the standard designs approved by the

Stock Exchanges.

(25)The Transfer Agent shall, if so requested by the Bank, undertake to issue to the

share/bond holders of the Bank, notices of General Meeting, Circulars for Right

Issue, Rights Offer, Bonus Share Issue, split of shares, if any, of the Bank, carry out

any other work and assist in handling such General Meeting and for such additional

services the Bank shall pay to the Transfer Agent such additional fees as may be

agreed upon mutually.

(26)The Bank and the Transfer Agent agree that the fees and charges payable to the

Transfer Agent shall be as specified in Annexure VIII to this agreement. The Bank

shall, as and when requested by the Transfer Agent depending on the need, pay to it

in advance such sums for meeting expenses in connection with mailing of notices,

circulars, dividend / interest warrants and other documents or writings whatsoever.

Whenever any amount is paid in advance proper bills/ vouchers / proof (as regards

expenses incurred) should be produced for verification to the Bank within 30 days

from the date of making advance payment, failing which the balance amount (for

which there are no bills / vouchers / proof) shall be refunded by the Transfer Agent

to the Bank. Bank shall be entitled to recover the said amount from the future

payment of fees by Bank to the Transfer Agent.

(27)The Transfer Agent shall furnish to the Bank on before 10th April every year during

the currency of this agreement a copy of the annual certificate submitted by their

compliance officer to SEBI under SEBI (Intermediaries) Regulation 2008

confirming that the Transfer Agent is compliant with all provisions of the aforesaid

regulations.

(28)The Transfer Agent shall take suitable insurance cover at its own cost as stipulated

below:

(i) Fidelity Guarantee Policy covering employees directly/indirectly

employed in handling the Bank’s work. This should also cover loss on

account of breach of professional duty by the employees.

7

(ii) Special Contingency Policy covering fire,

lightning, explosion, riot, dacoit, war, strike, terrorism storm, floods,

earthquake etc.; and theft, burglary, robbery, misappropriation, transit

risks etc.

(iii) Insurance Policy covering loss on account of fraud, forgery,

fabrication, deceit, negligence, errors, omissions, mistakes, etc. The

Insurance Policy should cover all activities/works carried out/undertaken

by the Transfer Agent under this Agreement. In addition to the usual

insurance policy taken by the Transfer Agent covering its liability to all

clients/third parties, the Transfer Agent shall take a separate Insurance

Policy of minimum Rs.1.00 crore covering exclusively the Bank’s

transactions undertaken/ carried out by the Transfer Agent under this

Agreement and coverage should be available under both the policies.

(29) The Transfer Agent agrees to furnish to the Bank a security deposit of Rs.0.60 crore

in the form of Fixed Deposit (FD) to be kept with any Branch of SBI by way of a

Security Deposit to cover any loss to the Bank arising, directly or indirectly, on account

of the activities undertaken/carried out by the Transfer Agent. The liability of Transfer

Agent to cover the Bank from any loss is not limited to the amount specified hereinabove

under the Cash Deposit and Bank Guarantee/Term deposit.

(30)Should there be any major change in the scope of work from what is indicated above

or in the event of complete collapse or dislocation of business in the financial market

of our country due to war, insurrection or any other serious sustained political or

industrial disturbance or in the event of force majeure, the Transfer Agent shall have

option to withdraw its appointment or re-negotiate the contract by giving __months’

notice. However, the Transfer Agent shall continue to be liable to the Bank, even

after the termination of their appointment, for the activities done by them during

currency of this agreement.

(31)The Bank will provide all required stationery items, envelopes and postage expenses

well in advance to enable the Transfer Agent to process all transfers, transposition,

transmission and other transfer related activities.

(32)The Bank will bear expenses for legal advice/action which may have to be taken for

no lapse on the part of the Transfer Agent but for any eventuality which may arise in

respect of the duties assigned to them, provided prior permission of the Bank has

been taken.

(a) In case the suit / complaint / proceedings has been filed/initiated against

the Bank and or the Transfer Agent due to the negligence on the part

of the Transfer Agent, the Transfer Agent shall bear all cost and

expenses incurred by them and the Bank.

(b) The Transfer Agent shall get all court / forum cases filed against them

and the Bank effectively followed up, scrutinised and examined by the

competent senior officers with legal background to protect the interest of

the Bank.

(c) The Transfer Agent shall effectively defend the suits/complaints

wherever they are parties by engaging lawyer.

8

(d) The Transfer Agent on receipt of Court orders in court / Consumer

forum cases shall furnish forthwith the Bank their recommendation

about the compliance or otherwise of the Court orders, in the format to

be prescribed by the Bank.

(e) The Transfer Agent shall provide to the Bank their comments and

opinion as well as the necessary details / data / documents for effectively

defending the suits / complaints and to safeguard the interest of the

Bank.

(f) The Transfer Agent shall promptly provide to the Bank their para-wise

reply to all plaints/complaints/applications in the suits / complaints filed

against the Bank for effectively defending the suits/complaints.

Transfer Agent shall submit their above parawise reply to the Bank

within 15 days time from date of receipt of the

plaints/complaints/applications from the Bank or the Courts/Fora

concerned and shall be liable to the Bank for any loss incurred by the

Bank on account of the delay on the part of the Transfer Agent in

furnishing the above reply.

(g) The Transfer Agent shall get the documents received in connection with

the claims for transmission of shares and bonds scrutinised and

examined by two senior competent officers at their office - one from

the Legal Dept and other from the Operational Department to protect

the interest of the Bank, before recommending the valid cases to the

Bank.

(h) The Transfer Agent shall depute, with the prior approval of the Bank in

writing, their competent officials to the Courts, Consumer Fora,

judicial/quasi judicial authorities as a witness for furnishing evidence on

behalf of the Bank in the suits/legal proceedings/court cases filed by

/against the Bank.

(33)The Transfer Agent shall maintain following documents and records pertaining to the

Register of Equity Shares/Bond holders of the Bank and transfer activities:

a) Register of Equity Shares/Bond holders including the share register

pertaining to the old shares of Bank having face value of Rs.100/- and share

of the Bank’s merged with State Bank of India, check-list, inward register,

transfer register, buyer / sellers register with net effect as on date of approval

of transfer proposals, transfer deeds, copy of transfer deeds in case the

original transfer deeds are returned under objection, specimen signature

cards, ECS payment mandates, signature captured on signature scanner,

despatch register / postal journal, objection memos, mandates, Power of

Attorney/Board Resolution, RBI / SEBI approval in case of non-residents

(FIIs / OCBs / NRIs), where necessary, Jumbo Transfer Deeds in case of

bulk transfers, Annual Returns, Return of Allotment, Interest/Dividend

Register etc.

b) Correspondence with the Bank, investors, SEBI, Stock Exchanges and other

statutes and other relevant documents pertaining to transfer activities within

the prescribed time.

9

c) Wherever maintenance of hard copies of any of the above

documents is cumbersome or space consuming, the data may be stored by the

Transfer Agent in their computer system and/or in magnetic / optical /

magneto optical media by way of diskettes, floppies, cartridges or otherwise

with prior written permission from the Bank; this is so particularly in respect

of data pertaining to share/bond holders and related transfer activities. The

Transfer Agent shall furnish hard copies of any of the above data or floppies

/ diskettes / cartridges containing the above data whenever asked for by the

Bank and also to Govt. of India, RBI as and when required.

d) Records shall be maintained for a minimum period as per the applicable

rules/regulation/guidelines and approved by the Bank and the same should be

made available for inspection as and when decided by Bank as well as the

Statutory Authorities including SEBI. Transfer Agent shall not destruct/shred

any documents even after the expiry of the minimum period prescribed for

maintenance of such documents, and the Transfer Agent shall take specific

permission from the Bank before destructing/shredding of any such

documents.

e) The Transfer Agent shall preserve all documents / registers / papers, in

respect of all matters where claims are made, disputes are raised or

complaints / plaints are filed or involved in litigation, till such time the claim,

complaint or suit or the dispute or the litigation is finally disposed off or

settled.

f) The Transfer Agent agrees to comply with the provisions of Information

Technology Act which is in force in so far as the provisions relate to their

acting as Registrars & Transfer Agent of the Bank.

(34)The Transfer Agent shall put in place a Disaster Recovery Arrangement and Business

Continuity plan for continuity of the operations in the event of any disaster. Transfer

Agent shall take copies (back up) of all data from its Computer System on a

removable media on daily and weekly basis and the said backups shall be kept

under their safe custody in a fireproof safe. The data on the backup shall be

compared with that on the Computer System to ensure correctness of the backup by

their designated official and the result of these operations shall be recorded in the

register maintained for the purpose. The Transfer Agent shall maintain a back up of

the data at an offsite location and ensure auto replication of the data from their server

to the offsite server for continuity of the operations in the event of disasters.

(35)The Transfer Agent shall restrict access to its Computer System in which the data in

respect of Register of Shares and Bond holders is stored and allow only their

designated officials to access the data. The related passwords and/or electronic

security control systems to access the data shall be kept confidential under the

custody of their designated officials.

(36)The Transfer Agent shall take a weekly back up of all data from its Computer System

on a removable media and furnish the same to the Bank alongwith supporting

software for viewing/reading the data.

(37)The Transfer Agent shall carryout reconciliation of all dividend/interest/redemptions

warrants and refund accounts the Bank.

10

(38)The Transfer Agent agrees that, in case the Bank decides to avail their

services to carry out the activities of Registrar to Issue in connection with any new

issue(s) of shares and/or bonds of the Bank in future during the currency of this

agreement, they shall carry out the same at the rates and terms given in Annexure

VIII of this agreement. Notwithstanding anything contained in this clause and

agreement, the Bank has the absolute right to appoint any other Registrar &

Transfer Agent to carry out the activities of Registrar to Issue in connection with

any new issue(s) of shares and/or bonds of the Bank in future and the Transfer

Agent agrees to provide all necessary assistance to the Bank and the said Registrar to

Issue to carry out the said activities.

(39)The Transfer Agent undertakes to issue to the Bank at every quarter a certificate

signed by its authorised signatory that it has duly and properly carried out all works

and duties entrusted to them by the Bank.

(40)The Transfer Agent shall, at a place in -------, store all the papers, documents and

other records of the Bank, and upon receipt of a reasonable notice from the Bank,

allow the authorised officers of the Bank, at all reasonable times, to have access to

such papers, documents and records for the purpose of inspecting the same.

(41)The Transfer Agent shall periodically update the computerised records maintained by

them relating to the work entrusted to them including the set of records maintained

by the Bank.

(42)The Transfer Agent shall furnish to the Bank all necessary data required by the Bank

in a format compatible with the system in use in the Shares and Bonds Department

of the Bank. The Transfer Agent shall furnish to the Bank all necessary reports duly

signed by their authorised official in such form and manner as desired by the Bank.

All such data, records, reports shall have authentication of the Transfer Agent.

(43)Transfer Agent shall provide to the designated office(s) of the Bank, an online

connectivity to its Computer System for viewing the relevant data required for

addressing the investors’ queries.

(44) Transfer agent shall have online backup architecture Under IS Policy, version 5.0 for

all data (Real time data Backup) as per details below :

i. Classification of the Data: The criticality and sensitivity of the Data is to be

classified to understand and access the required level of security measures to be

adopted.

ii. Recovery Time Objective (RTO) and Recovery Point Objective (RPO): The RTA

has to set in place a level of RTO / RPO at 1 working day/ 2 working days (i.e.

Recovery Time Objective - 1 working day and Recovery Point Objective - 2

working days, in its DR policy).

iii. Data transfer/ transmission / travel from RTA to Shares & Bonds Department,

Corporate Centre and to offshore backup location to move in confidentiality and

in a secure process. Encryption should be done as per Bank’s prescription.

iv. RTA has to specifically notify its adopted architecture at their level i.e. whether it

is under multi- tenant architecture or is having its exclusive level of architecture

being offered to take care of Bank’s requirement etc. Any change in the

architecture in future has to be got approved by the Bank.

v. As per the Bank’s IS Policy the RTA has to adopt a practice of conducting

quarterly VA/ PT (Vernality Assessment / Penetration Test) to analyse its

11

weakness. For the purpose, the RTA has to adopt a policy in which

all systems where Bank’s data is maintained, processed, kept should go through

quarterly security review. For all Bank’s internal assets, Security Operations

Centre (SOC) to conduct VA/ PT. Access may be given to SBI SOC to conduct

VA/PT on RTA assets. It is also a regulatory requirement.

vi. RTA has to adopt a well laid down patch management policy. The Patch

management policy need to be in sync with Bank’s patch management policy.

vii. Internet access through proxy should be based on user ID authentication +

desktop ID binding.

viii. The RTA has to have a system to monitor all activities of Data Based (DB) admin

on real-time basis.

ix. RTA has to adopt a system by which Log real-time monitoring of various syslog

and application log is monitored for all critical assets on a regular basis.

x. All activities of privilege users are to be monitored.

xi. Data Centre of RTA should be ISO compliant However, the RTA shall be bound by Bank’s IS Policy, IT Act, 2000 (with subsequent

amendments) and RBI Outsourcing Policy and must have to follow the detailed

guidelines related to supplier relationship s as per IS Policy version 5.0 detailed in

Annexure-G, which may be subject to changes/modifications from time to time.

(45)The Transfer Agent shall indemnify and hereby keeps indemnified the Bank and its

directors, officers, employees and successors and their respective agents, affiliates &

advisors from and against all suits, claims, actions, losses, damages and demands

which may be made or commenced against the Bank by any holder of the securities

issued or other third party as a consequence of any act or omission of or any failure

or deficiency on the part of the Transfer Agent or any of its officers, employees or

agents in performing services hereunder. Further, the Transfer Agent shall be

directly responsible to and shall indemnify and keep indemnified the Bank, their

directors, officers, employees and agents for any liability arising out of any error or

failure of the Transfer Agent’s duties, obligations, responsibilities and services. The

Transfer Agent shall further indemnify and refund all costs incurred by the Bank and

its directors, officers, employees and successors in addressing investor complaints

which otherwise would have been addressed by the Transfer Agent in the

performance of the services contemplated under this Agreement and in responding to

queries relating to such services from SEBI and/ or the stock exchanges and/ or any

other statutory or regulatory authority or a court of law. However, the Transfer

Agent shall not be liable for any indirect or consequential loss caused to the Bank

due to error or omission committed by them in good faith, and where the Transfer

Agent has not acted negligently or committed an act of willful misconduct.

(46)For the purpose of effectively carrying out the objects and purposes of this

Agreement, the Transfer Agent shall permit duly authorised officers of the Bank /

Agencies or Firms specially authorised by the Bank to have access, upon reasonable

written notice at all reasonable times, to all relevant papers, documents, records and

writings in the custody, possession or control of the Transfer Agent. The Transfer

Agent shall not divulge to other clients, press or any other party any confidential

information about the Bank, which may have come to their knowledge.

(47)At any time during the continuance of this Agreement but not before the expiry of

twelve calendar months from the date of commencement of this Agreement, the

Transfer Agent may call upon the Bank to remove, at its cost, such of the papers,

documents and other records of the Bank, which the parties hereto mutually agree

are not required to be continuously kept with the Transfer Agent and the Bank shall

12

within a reasonable time after receipt of such request, remove such papers,

documents and records. The Transfer Agent shall maintain proper records of the

stationery, security forms etc. entrusted to them by the Bank, as well as expenditure

incurred by them on behalf of the Bank and make these records available for

verification as and when required by the Bank. The Bank reserves the right to

remove any or all records pertaining to the Bank at any stage.

(48)Save as otherwise provided in clause 26 of this agreement, any party to this

agreement shall have a right to terminate this Agreement (before the expiry of the

term of the agreement) by giving not less than 3 months prior notice in writing in

that behalf to the other party.

(49)Upon the expiry or earlier termination or determination of this Agreement, the

Transfer Agent shall forthwith at the request of the Bank or as directed by the Bank,

return all papers, documents and other records including computer programmes,

related documentation, master and transaction data files in machine readable

formats, articles and effects whatsoever of the Bank without retaining any of them or

making any copies thereof or extract therefrom and the Transfer Agent shall co-

operate with the Bank and provide all assistance for transfer of all the data, records

and other documents etc., as mentioned above to the Bank or any agent of the Bank,

as may be requested by the Bank. Transfer Agent shall also handover to the Bank or

any agent of the Bank all electronic keys/codes/controls required for seamless

shifting of the work handled by the Transfer Agent to the new service provider

appointed by the Bank.

(50) In the event of a breach by any party to this Agreement, the defaulting party shall

have the right to cure such breach within a period of ten (10) days of receipt of

written notice of such breach by the non-defaulting party. In the event that (i) such

breach is not cured by the defaulting party within the aforesaid period, or (ii) any

dispute or difference arises between the parties hereto as regards the validity and the

interpretation of this Agreement and which is not settled within 15 days through

negotiations, then any party may refer the dispute for resolution to an arbitration

tribunal consisting of three arbitrators, viz. one to be appointed by the Bank, one by

the Transfer Agent and the two arbitrators so appointed will appoint the third

arbitrator. The Arbitrators can be Advocates of High Court, Chartered Accountants,

retired Judges of High Courts, or representatives of SEBI or BSE/NSE. All

proceedings in any such arbitration shall be conducted under the Arbitration and

Conciliation Act, 1996 and shall be conducted in English. The Arbitration shall take

place in Mumbai, India. The Parties will share the costs of such arbitration equally

unless otherwise awarded or fixed by the arbitration tribunal. The decision of the

arbitrator shall be binding on both the parties. The arbitral award shall state the

reasons on which it is based.

(51)Notwithstanding anything contrary in this agreement, any Notice required to be

given or served by either party hereto on the other in respect of this Agreement or in

connection with the services to be rendered by the Transfer Agent, shall be given in

writing to the other and shall be deemed to have been duly served, if personally

delivered to or sent by registered post at the following address:

BANK: STATE BANK OF INDIA

SHARES & BONDS DEPARTMENT

CENTRAL OFFICE, STATE BANK BHAVAN

MADAM CAMA ROAD,NARIMAN POINT,

MUMBAI - 400 021

TRANSFER AGENT: _______________

13

(52)Without prejudice to the generality of the foregoing provisions contained in this

agreement, the Transfer Agent shall, in discharge of their duties, comply with the

terms and conditions guidelines contained in the Annexures II to VII of this

agreement and forward to the Bank certificates as to the compliance of the same as

and when required by the Bank.

In witness whereof, the parties hereunto have executed this Agreement on the day and

year first hereinabove written by their Officer or Representatives thereunto duly

authorised.

For and on behalf of

State Bank of India

By ________

General Manager,


SBI, Central Office,

Mumbai - 400 021

In the presence of :

Shri. ______________,

___________________


SBI, Central Office,

Mumbai - 400 021

For and on behalf of

____________________.,

By ________________

___________________

In the presence of

Shri.

_________________,

__________________.

The Common Seal of __________________ is affixed herein, pursuant to the resolution

dated the _______ _______________ of its Board of Directors, in the presence of the

_______________________ as stated in the resolution.

ANNEXURE-G

RTA AGREEMENT - INFORMATION SECURITY POLICY : SUPPLIER RELATIONSHIPS

(Whole or part/ excerpts may form part of the RTA Agreement)

Policy Objective

To ensure information security risks related to outsourcing of any kind of services to suppliers are

assessed and managed at an acceptable level.

Policy Statement

RTA contracts shall include information security requirements, specific responsibilities and

consequences for unauthorized access to information systems of the Bank.

Addressing security within supplier agreements Owner/ Responsibility

1. The RTA is required to comply with Bank's Information Security Policy and other supporting

procedures, which shall be mentioned in the RTA Agreement and agreed with RTA, that may

access, process, store, communicate, or provide IT for Bank's information assets.

2. The RTA agreement shall address the RTA’s responsibility for security and confidentiality of

Bank's information assets -Information Owner

3. RTA has to verify background of the employees which will be mandated as a requirement in

the RTA Agreement.

4. Handling incidents and contingencies associated with RTA access shall be included in

responsibilities of both the Bank and RTA under the RTA Agreement.

5. The legal and regulatory requirements, including data protection, intellectual property rights

and copyright shall be included in the RTA Agreement.

6. All the relevant regulations for sub-contracting, including the controls that need to be

implemented will form part of the RTA Agreement.

7. Right to audit the RTA's facilities, processes and controls related to the agreement should be

mentioned in the RTA agreement.

IS Policy & Standards v5-: Supplier Relationships

1. RTA Agreement shall include confidentiality clauses or NDA (non-disclosure agreements),

where applicable.

2. The RTA agreement shall also include clauses for indemnification against any liabilities arising

on account of a breach of the information security requirements.

3. RTA shall ensure that security requirements as identified in the RTA agreement are

maintained.

4. Threat Modelling of all activities being performed by the RTA shall be documented and

reviewed regularly.

5. RTA Agreement shall have binding upon the RTA, not to enter into any business relationships

with the entities blacklisted by the Bank for the services related to the Bank.

Security Training Owner/ Responsibility

1. Awareness training for Bank information security requirements, including the policies, should

be provided to the RTA’s personnel involved in handling Bank information assets.

2. RTA training records and confirmation to adhere to Bank’s IS Policy should be maintained by

RTA and the Bank.

IS Policy & Standards v5-: Supplier Relationships

1. The Bank shall define metrics for periodically measuring performance and effectiveness of

information security awareness level of the RTA, which will form part of the RTA Agreement.

2. Bank shall regularly monitor, review RTA service delivery and conduct audit of RTA from

security perspective, at a minimum on annual basis.

3. The RTA agreement shall be reviewed and updated on a periodic basis, at least annually

Transition of Activities Owner/ Responsibility

1. Transition of activities from Bank to RTA shall be controlled and monitored.

2. Bank/RTA shall have to make fall back arrangements/contingency plan commensurate to the

criticality of outsourced activity and risk of its failure.

3. Fall back arrangements including but not limited to following have to be considered:

a. Maintain documentation of all processes, maintain back up of critical data and

applications with itself

b. Split critical activities across suppliers

c. Maintain scaled down facilities in-house

d. Reciprocal arrangements with other Banks/ RtA’s for sharing of hardware, software or

services in contingencies

e. Ensure critical data including customer information is not lost or shared.

f. For RTA or RTA’s employees(s) leaving the Bank’s project, it shall be ensured that no

confidential / sensitive information is taken away. All sensitive information such as system

architecture, process documents, and credentials should be taken in custody by the Bank.

Supplier Access Control

Policy Statement

Access by RTA to any Information shall be strictly limited and controlled on a need-to-know and need-

to-have basis. An assessment of RTA access risks shall be made and appropriate controls shall be

required to be applied to reduce the residual risk to an acceptable level.

Access Request and Approval Owner/ Responsibility

A. The types of information access that RTA may be allowed shall be defined and monitored on

periodic basis.

B. Access to information assets and facilities of the Bank should be provided to RTA having a

business need for the same.

C. While providing access to RTA user, a risk assessment shall be conducted to identify the risk

involved in providing such access and the sufficiency of security controls in place.

D. The physical and logical access request for the RTA personnel shall be approved by the

designated authority based on the classification of asset. The access approval should contain

the duration of access and also the necessary privileges.

E. A Non-disclosure agreement shall have to be signed along with access request, by the

individual employees of RTA entering Bank’s facilities or accessing Bank’s information assets.

F. Unique user ID for each user shall have to be created if multiple users from same RTA need

access. - Information custodian

G. The user registration and revocation process shall be established for the RTA in case of a

requirement for a user ID.

H. Access shall be provided on the principle of need to know and need to have basis, and in

alignment with “Access Control” policy.

I. Wherever technically feasible, user account shall be created with specific end-date which

should be automatically disabled after the end-date, or when the need is over, whichever is

earlier.

J. If the access requirements need extension, it shall have to be approved by designated

authority.

K. Any remote troubleshooting request of outsourced suppliers (RTA), to access to Bank’s

information systems should be approved by designated authority.

L. For pre-approved remote troubleshooting, access should be provided using one-time user- ids

and passwords.

M. RTA personnel shall be supervised, by Bank staff at branches/offices, if they have been

provided physical access to system room for any troubleshooting.

N. The Bank will ensure that all media that is brought by RTA should be scanned for virus before

being used.

O. A list of RTA personnel having the access on Bank’s information assets along with access

privileges shall be maintained and reviewed periodically, at least quarterly.

P. The Bank/RTA shall have to ensure that user IDs of RTA’s employees leaving the Bank’s project

is immediately disabled.

Q. All privileged access given to the RTA shall be logged and monitored.

Connection with Bank’s network Owner/ Responsibility

A. RTA devices (e.g. laptops/ tablets/ cell phone) or any other end points shall not be allowed to

connect with SB-Connect.

B. RTA’s internally connecting to the Bank’s network shall have to be segregated in a separate

VLAN. Access shall be provided to employees of the third parties on a need-to-have basis only

after following due process of ISD approval.

C. External networks that are required to be permanently connected to the Bank's network shall

be separated by Firewall.

D. All access through this Firewall shall be provided only after approval from designated

authority.

E. If RTA access is provided through external network (eg. leased lines, internet) the remote user

should be authenticated and all data transfer should be encrypted.

F. If the RTA access is provided via direct dial up to the device, the dialup facility shall have to be

disabled soon after the specified activity is over.

G. For RTAs connecting remotely, the entire session shall be recorded and periodically reviewed

by the authority who had approved such access.

RTA system shall be forensic ready ; The following ten steps describe the key activities in implementing a forensic readiness .

1. Define the business scenarios that require digital evidence.

2. Identify available sources and different types of potential evidence.

3. Determine the evidence collection requirement.

4. Establish a capability for securely gathering legally admissible evidence to meet the

requirement.

5. Establish a policy for secure storage and handling of potential evidence.

6. Ensure monitoring is targeted to detect and deter major incidents.

7. Specify circumstances when escalation to a full formal investigation (which may use the

digital evidence) should be launched.

8. Train staff in incident awareness, so that all those involved understand their role in the digital

evidence process and the legal sensitivities of evidence.

9. Document an evidence-based case describing the incident and its impact.

10. Ensure legal review to facilitate action in response to the incident.

Others :

i. Secure Handling of Bank’s data and information shall be ensured by RTA. Data collected, generated or possessed by RTA throughout the process of delivering services to Bank (the agreement period and thereafter), shall not cross physical and logical boundaries of India.

ii. RTA shall provide security review assurance certificate from an CERT-In empanelled

Information Security Service Provider (ISSP) for their processes and IT infrastructure, to Bank along with RFP. Report shall not be more than six month old.

RTA Agreement-IS Policy