Private and Confidential

INDEX

Sr. No. / Chapters
1. / Disclaimer
Section - I
2 / Scope of Work
3 / Objective of Salary Survey
4 / Eligibility Criteria
5 / Details / Information required
6 / Costing
7 / Procedure for Bidding
8 / Deadline for submission of bids
9 / Modification and withdrawal of bids
10 / Opening and Evaluation of bids
11 / Eligibility Criteria / Prequalification criterion
12 / Rejection of Non-Responsive bids
13 / Waivers
14 / Evaluation and comparison of bids
Section – II
15 / Termsand Conditions of the RFP / Contract
16 / Interpretation
17 / Standard of Performance
18 / Use of Contract Documents & Information
19 / Intellectual Property Rights and Patent Rights
20 / Indemnity
21 / Contract Amendments
22 / Delay in the Vendor’s/Bidder’s Performance
23 / Force Majeure
24 / Resolution of Disputes
25 / Implementation
26 / ‘No Claim’ Certificate
27 / Survival
28 / No Agency
29 / No Set-off, counter-claim and cross claims
30 / Key Performance Measurements
31 / Commencement and Progress
32 / Reporting Progress
33 / Statutory Requirements
34 / Inspection and Periodic Audit
35 / Contract Prices
36 / Information Security
37 / Ownership and Retention of Documents
38 / Data Ownership
39 / Representations and Warranties
40 / Confidentiality
41 / Termination
42 / Consequences of Termination
43 / Relationship between the Parties
44 / No Assignment
45 / Entire Contract
46 / Governing Law
47 / Jurisdiction of Courts
48 / Suspension of Payment to the Vendor/ Bidder
49 / Time Limit for the Commencement of Work
50 / Period of Contract
51 / Annexure 1 : Content and Format of Bid
52 / Annexure 2: Undertaking
53 / Annexure 3: Unconditional Acceptance of Terms and Conditions of RFP
54 / Annexure 4 : Terms & Conditions
55 / Annexure 5 : Confirmation to Eligibility Criteria

Request for Proposal – Salary Survey

Name of the Company / IDBI CAPITAL MARKET SERVICES LIMITED (“IDBI Capital”)
Tender For / Salary Survey
Date of Issue / 24th March 2010
Last date and Time for receipt of Bids / 9thApril 2010 till 4.00 pm
Date and time for opening of technical bids / 9thApril 2010, 5.00 pm
Place of opening Bids / IDBI Capital Market Services Limited
5th Floor, Mafatlal Center
Nariman Point
Mumbai – 400 021
Address for communication / Head - Human Resources
IDBI Capital Market Services Limited
5th Floor, Mafatlal Center
Nariman Point
Mumbai – 400 021

Disclaimer

The information contained in this Request for Proposaldocument (hereinafter referred to as "RFP")provided to the Bidders, is provided by IDBI Capital Market Services Limited (hereinafterreferred to as “IDBI Capital”) to the Bidder(s) onthe terms and conditions set out in this RFP document and all other terms and conditions subject to which such information is provided.

This RPFdocument is not an agreement or offerby IDBI Capital to the prospective Bidders orany other party. The purpose of this RFP is to provide interested partieswith information to assist the formulation of their Bid. This RFP is basedon material and information available in the public domain.

This RFP document does not purport to contain all theinformation each Bidder may require. This RFP document may not be appropriate for allpersons, and it is not possible for IDBI Capital, their employees or advisors to consider thebusiness/investment objectives, financial situation and particular needs of each Bidder whoreads or uses this RFP document. Each Bidder should conduct its own investigations andanalysis and should check the accuracy, reliability and completeness of the information in thisRFP document and where necessary obtain independent advice from appropriate sources.

While this RFP has been prepared in good faith, neither the IDBI Capital nor itsemployees or advisors/consultants make any representation or warrantyexpress or implied as to the accuracy, reliability or completeness of theinformation contained in this RFP. IDBI Capital, its employees and advisors make no representation or warranty and shall incur noliability under any law, statute, rules or regulations as to the accuracy, reliability orcompleteness of the RFP document.

IDBI Capital may, in its absolute discretion, but without being under any obligation to do so,update, amend, supplement, withdraw or cancel this RFP document or the information in this RFP document.

Request for Proposal of Salary Survey

Scope of Work

The IDBI Capital market Services Ltd. (IDBI Capital) is in the process of understanding the emerging trends and benchmarking the compensation with the industry.In order to help us design a fair compensation system and forecasting future salary trends, IDBI capital invites response from consultantsand propose a contractual arrangement for doing this survey

The objective of the work is as under:

  1. To carry out an industry salary survey for all positions in each business verticals and support functions of the Companyas advised in the organization / hierarchy chart
  2. Present details about non salary benefits offered in the financial services industry having verticals in Investment Banking, Stock Broking, Third Party Distributions, Fund Management and Support Functions in these verticals on PAN India basis.
  3. Emerging trends in compensation
  4. Perception about IDBI Capital as an employer among prospective candidates

Recommendations:

Based on the above survey done the team would be required to present IDBI Capital a proposed salary structure for each level and also benchmark salary accordingly

Eligibility Criteria:

In view of the above, it is proposed to invite applications from various eligiblebidders who undertake salary surveys. The bidders meeting below mentioned eligibility criteria shall be considered for biddingelse will be regretted / will not be considered.

  1. The interested bidder should be a registered and profit making firm or company for last three financial years.
  2. The bidder must have minimum total turnover of Rs. 15 Crores from HR Consultancy Services only as per the audited balance sheet in the last three financial years ended March 2009. A copy of last 3 financial years’ relevant audited balance sheets should be submitted with the bid.
  3. The bidder should have completed minimum ten salary surveys in last three years and should be in the business of conducting salary surveys in India for continuous last five years.
  4. The bidder should have a multi-city presence in India.
  5. Should have completed minimum 3 salary surveys in last three years in Investment Banking Broking Industry
  6. Should have a dedicated salary survey team with minimum team size of 5 members

Details / Information required

  1. The bidders shall also have to provide below mentioned information as per Annexure:
  • Type of organization: Proprietary concern / Partnership Firm / Private Limited Company / Public Limited Company / Government Company etc.
  • Date of Incorporation.
  • Products/ Services offered.
  • Type of clientele base.

Costing:

The commercial bid should be submitted in the prescribed format annexed in a separate sealed envelope clearly marking “Proposal for Salary Survey”.

Procedure for BIDDING

  1. Sealing and marking of Bids

a) Enclosing of Bid

The original bid shall be submitted in separate sealed envelopes clearly marking “Proposal for Salary Survey”

The financial bid pertaining to the above shall be placed in separate sealed envelope clearly marking “Financial Bid for Proposal for Salary Survey”, whereas the technical bid shall be placed in a separate sealed envelope marked “Technical Bid for Proposal for Salary Survey”. Both technical and financial bids should be in the main cover / envelopewhich should read “Bid for Salary Survey”. No indications pertaining to price or financial or commercial terms are to be made on the envelopes apart from the headings as mentioned above.

b) Mailing address for bids

Bids shall be addressed to “The Head- Human Resources” and delivered to IDBI Capital at the following address:

IDBI CAPITAL MARKET SERVICES LIMITED

Mafatlal centre, 5th Floor, Nariman Point, Mumbai- 400 021

c) Responsibility of IDBI Capital

If the outer envelope is not marked as required, IDBI Capital will not assume responsibility for the bid’s misplacement or premature opening.

d) Rejection of Bid

The bid has to be submitted in the form of printed document. The bids submitted by telefax, fax/ email shall not be entertained.

Any condition put forth by the bidders non- conforming the bid requirements shall not be entertained and such bids shall be rejected.

2) Deadline for submission of bids

2.1Any query pertaining to this document or of any other nature relating to salary survey should be addressed to the Head – Human Resources and should reach on or before 29th March 2010 till 1.00 p.m. The queries can be mailed at .

a)Last date for submission

The bids must be received by IDBI Capital, at the address specified above, not later than 4.00 pm on 9th April 2010.In the event of the specified date of submission of bids is declared a holiday for IDBI Capital, the bids will be received at the appointed time on the next working day.

IDBI Capital may, in exceptional circumstances, and at its sole discretion, extend the aboveProposal Due Date by issuing an Addendum.

It would be deemed that by submitting the Proposal the Bidder has:

a. made a complete and careful examination of this RFP document

b. received all relevant information requested from IDBI Capital

c. made a complete and careful examination of the various aspects of the Project

IDBI Capital shall not be liable for any mistake or error on the part of the Bidder in respect of

the above.

At any time prior to the Proposal Due Date, IDBI Capital may, for any reason, whether at itsown initiative or in response to clarifications requested by any Bidder, modify the RFPdocument by the issuance of Addenda.

b)Extension of last date for submission

IDBI Capital may, at its sole discretion, extend the period for submission of bids by amendment to the bid, in which case all rights and obligations of IDBI Capital and bidders shall stand extended.However no request for extension of time from the bidders shall be binding upon IDBI Capital.

c)Late bids

Any bid received by IDBI Capital after the deadline for submission of bids prescribed by IDBI Capital, will be summarily rejected and returned unopened to the bidder.IDBI Capital shall not be responsible for any postal delay or non- receipt / non- delivery of the documents. No further correspondence on this subject will be entertained.

3)Modification and withdrawal of bids

a)Written Notice

The bidder may modify or withdraw its bid after the bid’s submission, provided that IDBI Capital receives written notice of the modification or withdrawal, before the expiration of deadline prescribed for submission of bids.

b)Signing and marking of notice of modification / withdrawal

The bidder’s modification or withdrawal notice shall be prepared, sealed, marked as “Modification of Bid for proposal for Salary Survey” and “Withdrawal of Bid for proposal for Salary Survey” and dispatched to IDBI Capital at the address mentioned above. A duly signed withdrawal notice may also be sent by return notice so as to reach the designated office before the expiration of deadline for submission of bids and the expiration of period of bid specified by the bidder on the bid form.

c) Last date for Notice

No bid may be modified subsequent to the deadline for submission of bids.No bid may be withdrawn in the interval between the deadlines for submission for bids.

4)Opening and Evaluation of bids

a)Opening of Bids

IDBI Capital will open all bids, in the presence of bidders representatives who choose to attend the bid opening at IDBI Capital Market Services Ltd., Mafatlal Centre, Nariman Point, Mumbai- 400 021 on 9th April 2010 at 5.00 p.m. Bidders representative, who are present shall sign a register evidencing their attendance.

The technical bids will be opened first. Financial bids would be opened only for bidders whose technical bid qualify the eligibility criteria.

In the event of the specified date of BID opening being declared a holiday for IDBI Capital, the bids shall be opened at the appointed time and location on the next working day.

b)Announcement of Bids

The bidder’s names, bid modifications or withdrawals and the presence and such other details as IDBI CAPITAL at its sole discretion may consider appropriate, will be announced at the opening. No bid shall be rejected at bid opening, except for late bids, which shall be returned unopened to the bidders.

c)Bids Not Considered For Evaluation

Bids that are rejected during the bid opening process shall not be considered for further evaluation, irrespective of the circumstances.

d) Clarification of Bids

During evaluation of bids, IDBI CAPITAL may, at its discretion, ask the bidder for a clarification of its bid. The request for clarification and the response shall be in writing. If the response to the clarification is not received within the prescribed period, IDBI CAPITAL reserves the right to make its own reasonable assumptions at the total risk and cost of the bidder.

5. Eligibility Criteria / Prequalification criterion

Completeness of bids

IDBI CAPITAL will examine the bids to determine whether they are complete, whether they meet all the terms & conditions and specifications, and whether any computational errors have been made, whether the documents have been properly signed, and whether the bids are generally in order.

Rejection of Non-Responsive bids

The Proposal would be considered to be responsive if it meets the followingconditions:

a. it is received / deemed to be received by the Proposal Due Date including anyextension thereof.

b. it is signed, sealed and marked as stipulated in this RFP

c. it contains all the information and documents as requested in the RFP.

d. it contains information in formats specified in this RFP.

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

f. there are no inconsistencies between the Proposal and the supportingdocuments.

Any conditional Proposal or Proposal not meeting the minimum requirements shall be regardedas non-responsive. A bid determined as not responsive will be rejected by IDBI CAPITAL and may not subsequently be made responsive by the bidder by correction of the nonconformity. Any decision in this regard by IDBI CAPITAL shall be final, conclusive and binding on the bidder.

Waivers

IDBI CAPITAL may at its discretion waive any minor informality or nonconformity or irregularity in a bid, which does not constitute a material deviation, provided such waiver, does not prejudice or affect the relative ranking of any bidder.

5. Evaluation and comparison of bids

a)A screening committee constituted by IDBI CAPITAL for the purpose of selection of the successful bidder, would first evaluate eligibility to qualify the bidders (Technical Bid). The bidders will be short listed, based on the responses given by the bidders to the questions in the RFP and other relevant information provided in the proposal. In the second stage, the commercials would be evaluated for those who are eligible / qualify for bids i.e. Financial Bid will be opened for technically qualified bidders.

b)For factors retained in the Bid, one or more of the following quantification methods will be :

Delivery Schedule: The Services covered under this invitation are to be supplied within the period agreed in contract. No credit will be given to early deliveries. An adjustment of 1% of the Bid price per week or part of week will be added for evaluation of Bids offering delayed deliveries subject to maximum of 10% of contract value. A delay beyond 2 months of the agreed date of delivery may result in termination of the contract at the discretion of IDBI CAPITAL and Consultant has to pay the Penalty.

c)The company profile, past experience of the bidder in the area of content, type of applicable surveys done prior, evaluation pattern and support shall be some of the important criteria in selecting the bidder.

d)During the period of evaluation, bidders may be asked to provide more details and explanations about information they have provided in the proposals. Bidders should respond to such requests within the time frame indicated in the letter/ e-mail seeking the explanation.

e)IDBI CAPITAL reserves the right to modify / amend or cancel the evaluation process at any time during the bid process, without assigning any reason, whatsoever, and without any requirement of intimating the bidders of any such change. Any time during the process of evaluation, IDBI CAPITAL may seek specific clarifications from any or all bidders.

f)The bidder quoting minimum pricing for the above mentioned scope of work will be considered by IDBI Capital for awarding the bid this however, will not restrict IDBI Capital from taking a decision on basis of qualitative aspects of the bid as mentioned by the bidders. IDBI Capital may decide to award the bid to one of the high price bidder at its discretion.

g)Bid evaluation methodology that IDBI CAPITAL would adopt is as given below.

  1. The evaluation of the financial proposals shall be based on the lowest rate quoted by the bidders as indicated in the formats suggested for furnishing the Financial Details vide Annexure -1.
  2. IDBI CAPITAL's decision in respect to evaluation methodology and short-listing bidders will be final and no claims whatsoever in this respect will be entertained.
  3. IDBI CAPITAL is not bound to accept the lowest or any bid and has the right to reject any bid without assigning any reason whatsoever.

IDBI CAPITAL also reserves the right to re-issue/re-commence the bid/bid process. Any decision in this regard by IDBI CAPITAL shall be final, conclusive and binding on the bidders

SECTION II :

TERMS AND CONDITIONS OF THE RFP / CONTRACT

A.Definitions

In the Contract, the following terms shall have the following meanings and shall be interpreted accordingly:

a)"The Contract" means the agreement to be entered into between IDBI CAPITAL and the Bidder as recorded in the contract form duly signed by the Parties, including all annexure, addendums, schedules, exhibits, supplements, appendices, amendments, revisions, notations and modifications thereof for the survey to be conducted as indicated in the Scope of Work.

b)“Bidder" or "Vendor” or “Consultant” means any person / persons / firm / company, etc., to whom work has been awarded and whose bid has been accepted by IDBI CAPITAL and shall include its authorized representatives and successors.