SELECTION OF CONSULTANT

Request for Proposals RFP No. CERSAI/Notification/2015-51 dated 24.04.2015 SELECTION OF CONSULTANT CONSULTANCY SERVICES TO CERSAI FOR: A) SELECTING A SERVICE PROVIDER TO IMPLEMENT AND MANAGE THE CENTRAL REGISTRY IT SYSTEM & B) PROVIDING PROFESSIONAL RESOURCES ON A PERSON-MONTH BASIS FOR VARIOUS OTHER PROJECTS Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI)

RFP CERSAI IT Consultant Contents Section 1: Letter of Invitation...3 Section 2: Instructions to Consultants...4 PART I: Standard Terms and Conditions...4 PART II: Data Sheet...17 Section 3: Technical Proposal - Standard Forms...22 Section 4: Financial Proposal - Standard Forms...36 Section 5: Terms of Reference...41 1. Introduction...41 2. Background of the CERSAI IT System...41 3. Increasing the scope of CERSAI...43 4. Overview of Scope of Work for Consultant...44 5. Detailed Scope of Work...45 6. Deliverables and Timelines...60 7. Key Consulting Resources...61 Confidential property of CERSAI Page 2 of 64

RFP CERSAI IT Consultant Section 1: Letter of Invitation Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI) 5th floor, MTNL Telephone Exchange Building, 8, Bhikaji Cama Place, New Delhi 110066 24-04-2015 Dear Bidder 1. The Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI) invites proposals from consulting entities to provide consultancy services for: (a) selecting a service provider to implement and manage the Central Registry IT system established under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002; and (b) providing 2 professional consulting resources on a Person-month basis for various other projects planned by CERSAI for a period of 18 months. More details on the scope of work and services expected from the consultant are provided in the Section 5: Terms of Reference, of this Request for Proposals (RFP) document. 2. A consultant will be selected based on Quality-Cost-Based Selection (QCBS) procedures described in this RFP. 3. The RFP includes the following documents: Section 1 - Letter of Invitation Section 2 - Information to Consultants Section 3 - Technical Proposal - Standard Forms Section 4 - Financial Proposal - Standard Forms Section 5 - Terms of Reference Yours sincerely, S/d Chief Operating Officer, CERSAI, New Delhi Confidential Property of CERSAI Page 3 of 64

RFP CERSAI IT Consultant Section 2: Instructions to Consultants PART I: Standard Terms and Conditions Definitions (a) "Affiliate" in relation to a Consultant or a Bidder, as the case may be, being: a. a legal person which controls, is controlled by, or is under the control of such Consultant or Bidder, as the case may be. b. A natural person means any person, which controls or is controlled by such Consultant or the Bidder, as the case may be, by a contract or other instrument. The term control shall mean the beneficial ownership directly or indirectly of more than 50% (Fifty Percent) of the voting securities of such entity or controlling the majority of the composition of the board of directors or power to direct the management or policies or decision making by contract or otherwise. (b) Applicable Law means the laws and any other instruments having the force of law in India, as they may be issued and in force from time to time. (c) Assignment/ Project means the consultancy services to be provided to CERSAI for selection of service provider to implement and manage the Central Registry IT System and includes the Services to be performed by the Consultant pursuant to the Contract. (d) Bidder means applicant(s) who submit a Proposal pursuant to the RFP. (e) Business Day means the days on which the CERSAI is open for business in New Delhi. (f) Central Government means Government of India. (g) Central Registry means the central registry setup pursuant to Section 20 of the SARFAESI Act for registering transactions of securitization and asset reconstruction of financial assets and creation of security interests, in electronic form or otherwise, with complete application software, IT infrastructure, data center as well as the disaster recovery center facilities and as amended from time to time Confidential Property of CERSAI Page 4 of 64

RFP CERSAI IT Consultant (h) CERSAI means the Central Registry of Securitisation Asset Reconstruction and Security Interest of India, a company registered under the Companies Act that is maintaining and operating the Central Registry. (i) Companies Act shall mean the (Indian) Companies Act, 1956 and the Companies Act, 2013 and any statutory modification or re-enactment thereof for the time being in force. Any reference to specific sections of the Companies Act, 1956 in this RFP and the Contract shall be deemed to refer, mutatis mutandis, to the corresponding Sections of the Companies Act 2013, as applicable. (j) Company means a company incorporated under the provisions of the Indian Companies Act, 2013 or its predecessor statute Companies Act, 1956. (k) Consultant means a Person that is selected to provide the Services to CERSAI. (l) Contract means a legally binding written agreement signed between CERSAI and Consultant and includes all the attached documents listed in its Clause 1 including but not limited to the General Conditions (GC), the Special Conditions (SC), and the Appendices. (m) Data Sheet means an integral part of the Instructions to Consultants (ITC) used to reflect specific assignment conditions to supplement, but not to over-write, the provisions of the ITC (n) Instructions to Consultants (Section 2 of the RFP) means the document that provides interested Bidders with all information needed to prepare their Proposals. (o) Person or Persons mean a legal or natural person or a group thereof. (p) Personnel means professionals, experts and support staff to be assigned by the Consultant to perform the Services or any part thereof. (q) Proposal means the Technical Proposal and the Financial Proposal. (r) RFP means the Request for Proposal prepared by CERSAI for the selection of Consultants. (s) Services means the work to be performed by the Consultant including as mentioned in the Terms of Reference pursuant to the Contract. Confidential Property of CERSAI Page 5 of 64

RFP CERSAI IT Consultant (t) Terms of Reference (TOR) means the document included in the RFP as Section 5 which explains the objectives, scope of work, activities, tasks to be performed, respective responsibilities of the CERSAI and the Consultant, and expected results and deliverables by the Consultant. (u) IT Systems means all application software, middleware, system software, database, servers, networking, security, storage, and other IT devices or software that are necessary for CERSAI to fulfil the roles and responsibilities assigned to it under the SARFAESI Act. (v) DRT/ DRAT means Debt Recovery Tribunal/ Debt Recovery Appellate Tribunal setup under provisions of the Recovery of Debts Due to Banks and Financial Institutions (RDDBFI) Act, 1993 as well as the SARFAESI Act, 2002. 1. Introduction 1.1 CERSAI will select the Consultant in accordance with the method of selection specified in the Data Sheet. 1.2 The name of the Assignment has been mentioned in Part II Data Sheet. Detailed scope of the work under the Assignment has been described in the Terms of Reference in Section 5. Tata Consultancy Services (TCS) is the current vendor to CERSAI for the Central Registry IT system. The contract with them is for a period of 5 years from 31st March 2011 to 30th March 2016. The key deliverable of the consultant will be selection of a new vendor and smooth transition from exiting system to new system before 30th March 2016. Apart from this, the consultant is also required to provide 2 professional consulting resources on a Person-month basis for a period of 18 months for supporting CERSAI in the development of other planned projects such as edrt, linkages with DRT/ DRAT, land registries, stamp duty offices, the Ministry of Corporate Affairs (MCA) registry and SARFAESI case monitoring systems of banks, rollout of KYC registry, best practices study, assistance in planning and rollout of training modules, and any other work as assigned by CERSAI from time to time. 1.3 The date, time and address for submission of the Proposal has been given in Part II Data Sheet. 1.4 Interested Bidders are invited to submit a Proposal, for providing consulting services required for the Assignment named in the RFP, Terms of Reference and Data Sheet. The Proposal, Technical Presentation, and any other clarifications provided by the Bidder along with the Terms of Reference provided in the RFP will be the basis for contract negotiations and ultimately for a signed Contract Confidential Property of CERSAI Page 6 of 64

RFP CERSAI IT Consultant Conflict of Interest Monopolistic Practice Conflicting Relationships & with the selected Consultant. 1.5 Consultants should familiarize themselves with current operations of the Central Registry and take them into account in preparing their Proposal. To obtain first-hand information on the assignment, interested Bidders are encouraged to visit the offices of CERSAI and DRT/ DRAT and few banks before submitting a proposal. 1.6 The Bidders shall bear all costs associated with the preparation and submission of their Proposal and contract negotiation. CERSAI is not bound to accept any Proposal, and reserves the right to annul the selection process at any time prior to Contract award, without assigning any reason or incurring any liability of any kind whatsoever to CERSAI or the Central Registry. 1.7 Bids failing to meet the Eligibility Criteria or not submitting requisite proof in support thereof as mentioned in Para 5.1 of Part II Data Sheet, are liable to be considered as nonresponsive and rejected summarily. 1.8 CERSAI requires that the Consultant shall, while delivering the Services, provide professional, objective, and impartial advice at all times holding CERSAI and Central Registry s interests paramount, strictly avoiding any conflicts of interest or any monopolistic practice, free of any ulterior or vested interest. 1.8.1. A Bidder (including its Personnel) that has a business or family relationship with a member of CERSAI s staff who is directly or indirectly involved in any part of (a) the preparation of the Terms of Reference of the Assignment, (b) the selection process for such Assignment, or (c) supervision of the Contract, may not be awarded the Contract, unless the conflict stemming from this relationship has been resolved in a manner acceptable to CERSAI throughout the selection process and the execution of the Contract. The Bidders are expected to make a disclosure of the Conflicting Relationship in their proposal. 1.8.2 Bidders have an obligation to disclose any situation of actual or potential conflict that impacts their capacity to serve the best interest of their CERSAI, or that may reasonably be perceived as having this effect. Failure to disclose said situations may lead to the disqualification of the Bidder or the termination of its Contract, if awarded. Confidential Property of CERSAI Page 7 of 64

RFP CERSAI IT Consultant Fraud and Corruption 1.9 It is required that Bidders participating in the Assignment adhere to the highest ethical standards during the selection process. (a) For the purpose of this paragraph, the terms set forth below as follows: (i) corrupt practice means (i) the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence the actions of any person connected with the negotiation process (for avoidance of doubt, offering of employment to or employing or engaging in any manner whatsoever, directly or indirectly, any official of the CERSAI who is or has been associated or dealt in any manner, directly or indirectly with the negotiation process or has dealt with matters concerning the RFP or arising there from, before or after the execution thereof, at any time prior to the expiry of one year from the date such official resigns or retires from or otherwise ceases to be in the service of the CERSAI, shall be deemed to constitute influencing the actions of a person connected with the negotiation process); or (ii) engaging in any manner whatsoever, during the negotiation process, any person in respect of any matter relating to the assignment, who at any time has been or is a legal, financial or technical adviser of the CERSAI in relation to any matter concerning the RFP trying to influence in what so ever manner the members of the Evaluation Committee, in the selection process or in contract execution; (ii) fraudulent practice means a misrepresentation or omission of facts in order to influence a selection process or the execution of a contract or negotiation process; (iii) collusive practices means a scheme or arrangement between two or more Bidders with or without the knowledge of the CERSAI, designed to establish prices at artificial, noncompetitive levels; (iv) coercive practices means impairing, harming or threatening to harm, directly or indirectly, persons or their property to Confidential Property of CERSAI Page 8 of 64

RFP CERSAI IT Consultant False Misleading Statement Proposal Validity and influence their participation in a procurement process, or affect the execution of a contract or negotiation process; 1.10 CERSAI reserves the right to reject a Proposal at any stage if it determines that the Bidder recommended for award has, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for the contract in question. A Bidder may be disqualified at any stage if found to have submitted false or misleading information or material or has made false or misleading declaration in the Proposal. 1.11 A Bidder may submit only one Proposal. The Bidder should be an individual organization. Consortiums will not be allowed. 1.12 The Part II Data Sheet indicates how long a Bidder s Proposals must remain valid after the submission date. During this period, the Bidder shall maintain the availability of Personnel nominated in the Proposal and fully commit to their Financial Proposal. Should the need arise, CERSAI may request the Bidders to extend the validity period of their proposals. Bidders who agree to such extension shall confirm that they maintain the availability of the Personnel nominated in the Proposal and fully commit to their Financial Proposal, unchanged, or in their confirmation of extension of validity of the Proposal, the Bidder could submit new staff in replacement, who would be considered in the final evaluation for award of the Contract. A Bidder who does not agree to the above, has the right to refuse to extend the validity of their Proposal. Under such circumstances, CERSAI shall not consider such proposal for further evaluation. 2. Clarification and Amendment of RFP Document 2.1 A Bidder may request a clarification in the RFP document up to the number of days indicated in the Data Sheet before the Proposal submission date. Any request for clarification must be sent in writing, or by standard electronic means to the CERSAI s address indicated in the Data Sheet. CERSAI will respond in writing by standard electronic means to all Bidders their response (including an explanation of the query but without identifying the source of inquiry). Should the CERSAI deem it necessary to amend the RFP as a result of a clarification, it shall do so following the procedure under para. 2.2. 2.2 At any time before the submission of Proposals, CERSAI may amend the RFP by issuing an addendum/corrigendum in writing or by standard electronic means. The addendum/ Confidential Property of CERSAI Page 9 of 64

RFP CERSAI IT Consultant corrigendum shall be published on its website and will be binding on the Bidders. To give the Bidders reasonable time in which to take an amendment into account in their Proposals, the CERSAI may, if the amendment is substantial, extend the deadline for the submission of Proposals. 3. Preparation of Proposals 3.1 The Proposal, as well as all related correspondence exchanged by the Bidders and the CERSAI, shall be written in English. 3.2 In preparing their Proposal, Bidders are expected to examine in detail the documents comprising the RFP. Material deficiencies in providing the information requested may result in rejection of a Proposal. The Proposal shall consist of 2 parts (i) Technical Proposal and (ii) Financial Proposal. 3.3 While preparing the Technical Proposal, a Bidder must give particular attention to the estimated tenure for the Assignment as shown in the Part II Data sheet. However, the Proposal shall be based on the number of Professional staff-months/tenure or budget estimated by the Bidders. While making the proposal, the Bidder must ensure that it proposes the type of experts as sought by the CERSAI, failing which the proposal shall be considered as nonresponsive. Technical Proposal Format and Content 3.4 The Data Sheet indicates the format of the Technical Proposal to be submitted. The Technical Proposal shall provide the information indicated in the following paras from (a) to (f) using the attached Standard Forms (Section 3). (a) Description of the Bidder s organization and Experience as per the Eligibility Criteria in 5.1 of Part II of Data sheet. (Form TECH-2 of Section 3) (b) Brief description of the Bidder s experience on assignments of a similar nature is required in Form TECH-3 of Section 3. For each assignment, the outline should indicate the names of sub-consultants/ professional staff who participated, duration of the assignment, contract amount, and Bidder s involvement. Information should be provided only for those assignments for which the Bidder legally contracted the Consultant. Assignments completed by individual Professional staff working privately or through other consulting entities cannot be claimed as the experience of the Bidder, but can be claimed by the professional staff themselves in their CVs. A Bidder should be prepared to substantiate the claimed experience if so requested by CERSAI. Confidential Property of CERSAI Page 10 of 64

RFP CERSAI IT Consultant (c) Description of the technical approach, methodology, work plan and organization and staffing schedule for performing the assignment is required. Guidance on the content of this section of the Technical Proposal may be found in Form TECH-4 of Section 3. (d) (e) (f) The list of the proposed professional staff team to be engaged in this assignment by area of expertise, the position that would be assigned to each team member, and their tasks should be disclosed in the format suggested in Form TECH-5 of Section 3. CVs of the professional staff signed by the staff themselves or by the authorized representative of the professional Staff should be submitted as per the format in Form TECH-6 of Section 3. Estimates of the staff (including of short-term experts) input (duration) needed to carry out the assignment as per Form TECH-7A & 7B of Section 3. The personmonths input should be indicated separately in the format. 3.5 The Technical Proposal (Original, Copy and Soft Copy) shall not include any financial information. A Technical Proposal containing financial information shall be declared non responsive. Financial Proposals 3.6 The Financial Proposal shall be prepared using the attached Standard Forms (Section 4). It shall list all costs associated with the assignment, including remuneration for staff and short-term experts. The financial proposal shall not include any conditions attached to it and any such conditional financial proposal shall be summarily rejected. Taxes 3.7 Bidders are responsible for meeting all applicable tax liabilities arising out of the Contract and shall include such taxes in the Financial Proposal. 3.8 Bidders should provide the price of their services in Indian Rupees. Earnest Money Deposit (EMD), and Performance Guarantee. 3.9 Earnest Money Deposit I. An EMD of Rs. 5 lakhs, in the form of DD drawn in favour of and payable at Delhi, must be submitted along with the Proposal. II. Proposals not accompanied by EMD shall be rejected as nonresponsive. III. No interest shall be payable by the CERSAI for the sum Confidential Property of CERSAI Page 11 of 64

RFP CERSAI IT Consultant deposited as EMD. IV. No bank guarantee will be accepted in lieu of the EMD. V. The EMD of the Bidders who do not qualify after the Technical Proposal evaluation would be returned back within 3 months of opening of the Technical Proposal. 3.10 CERSAI shall forfeit the EMD in the following events: I. If the Bidder withdraws the Proposal during the validity period or any extension thereof for any reason whatsoever. III. II. If the Bidders unilaterally withdraws the proposal during negotiations (failure to arrive at consensus by both the parties shall not be construed as withdrawal of Proposal by the Bidder). If the Bidder makes a false declaration or disclosure in the Proposal or during the negotiations. 4. Submission, Receipt, Opening and of 3.11 Tender Fees: All Bidders are required to pay Rs. 5000/- towards tender fees in the form of Demand Draft drawn in favour of and payable at Delhi. The tender fee is non-refundable. 3.12 Performance Bank Guarantee I. The selected Bidder shall be required to furnish a performance bank guarantee equivalent to 10% of the contract value rounded off to the nearest thousand Indian Rupees, in the form of an unconditional and irrevocable bank guarantee from a scheduled commercial bank in India in favour of CERSAI, for the entire period of contract with 90 days claim period. II. The bank guarantee must be submitted after award of contract but before signing of Contract. The successful Bidder has to renew the bank guarantee on same terms and conditions up to the Contract period. Performance bank guarantee would be returned only after successful completion of tasks assigned to them and after the claim period indicated at I. above, and only after adjusting/recovering any dues recoverable/payable from/by the Consultant on any account under the Contract. On submission of this performance guarantee and after signing of the Contract, demand draft submitted towards EMD would be returned in original. 4.1 The proposal (Technical Proposal and Financial Proposal) shall contain no interlineations or overwriting, except as necessary to correct errors made by the Bidders themselves. Confidential Property of CERSAI Page 12 of 64

RFP CERSAI IT Consultant Proposals The person who signed the proposal must initial each such correction. Submission letters for the Technical Proposal and Financial Proposal should respectively be in the format of TECH-1 of Section 3, and FIN-1 of Section 4, respectively. 4.2 Only an authorized representative of the Bidder shall initial all pages of the original Technical and Financial Proposals. The authorization shall be in the form of a written power of attorney accompanying the Technical and Financial Proposals or in any other form demonstrating that the representative has been duly authorized to sign. The signed Technical and Financial Proposals shall be marked ORIGINAL. 4.3 The Technical Proposal shall be marked ORIGINAL or COPY as appropriate. The Technical Proposals shall be sent to the addresses referred to and in the number of copies indicated in the Data Sheet Para 4.2. All required copies of the Technical Proposal are to be made from the original. If there are discrepancies between the original and the copies of the Technical Proposal, the original shall prevail. 4.4 The original and all copies of the Technical Proposal shall be placed in a sealed envelope clearly marked TECHNICAL PROPOSAL. Similarly, the original Financial Proposal shall be placed in a sealed envelope clearly marked FINANCIAL PROPOSAL and the name of the assignment, and with a warning DO NOT OPEN WITH THE TECHNICAL PROPOSAL. The envelopes containing the Technical Proposal, Financial Proposals, EMD, and Tender Fee shall be placed into an outer envelope and sealed. The CERSAI shall not be responsible for misplacement, loss or premature opening if the outer envelope is not sealed and/or marked as stipulated. This circumstance may be case for Proposal rejection. If the Financial Proposal is not submitted in a separate sealed envelope duly marked as indicated above, this will constitute grounds for declaring the Proposal nonresponsive. 4.5 The Proposals must be sent to the address indicated in the Data Sheet and received by the CERSAI no later than the time and the date indicated in the Data Sheet, or any extension to this date in accordance with para. 2.2. Any Proposal received by the CERSAI after the deadline for submission shall be returned unopened. 4.6 From the time the Proposals are opened to the time the Contract is awarded, the Bidders should not contact the CERSAI on any matter related to its Technical and/or Financial Proposal. Any effort by Bidders to influence the Confidential Property of CERSAI Page 13 of 64

RFP CERSAI IT Consultant CERSAI in the examination, evaluation, ranking of Proposals, and recommendation for award of Contract may result in the rejection of the Bidders' Proposal. 4.7 CERSAI shall open the Technical Proposal immediately after the deadline for their submission. The envelopes containing the Financial Proposal shall remain sealed and securely stored. 5. Evaluation of Technical Proposals 5.1 The Evaluation Committee while evaluating the Technical Proposals shall have no access to the Financial Proposals until the technical evaluation is concluded and the competent authority accepts their recommendation. 5.2 The Evaluation Committee shall evaluate the Technical Proposals on the basis of their responsiveness to the Terms of Reference and by applying the evaluation criteria and sub-criteria specified in the Data Sheet. In the first stage of evaluation, a Proposal shall be rejected if it is found deficient as per the requirement indicated in the Data Sheet for responsiveness of the proposal. Only responsive proposals shall be further taken up for evaluation. Evaluation of the Technical Proposals will be done and at this stage the Financial Proposals will remain unopened. Bidders shall make presentations to the Evaluation Committee that will also be a component of evaluation. The qualification of the Bidders and the evaluation criteria for the Technical Proposal shall be as defined in the Data sheet. Each responsive Proposal will be given a technical score (St). A Proposal shall be rejected at this stage if it does not respond to important aspects of the RFP and particularly the Terms of Reference or if it fails to achieve the minimum technical score indicated in the Data Sheet. Public Opening and Evaluation of Financial Proposals - QCBS Selection Procedure 5.3 Financial Proposal of only those entities who are technically qualified shall be opened publicly on the date & time specified on the Data Sheet, in the presence of the shortlisted Bidders' representatives who choose to attend. The name of the Bidders, their technical score (if required) and their Financial Proposal shall be read aloud. 5.4 The Evaluation Committee will correct any computational errors. When correcting computational errors, in case of discrepancy between a partial amount and the total amount, or between word and figures the former will prevail. In addition to the above corrections, the items described in the Technical Proposal but not priced, shall be assumed to be included in the prices of other activities or items. 5.5 In the QCBS method of selection of Bidder, the lowest evaluated Financial Proposal will be given the maximum financial score (Sf) of 100 points. The financial scores (Sf) Confidential Property of CERSAI Page 14 of 64

RFP CERSAI IT Consultant of the other Financial Proposals will be computed as indicated in the Data Sheet. Proposals will be ranked according to their combined technical (St) and financial (Sf) scores using the weights (T = the weight given to the Technical Proposal; F = the weight given to the Financial Proposal; T + F = 1) indicated in the Data Sheet: S = St x T% + Sf x F%. The Bidder achieving the highest combined technical and financial score will be invited for negotiations. 6. Negotiations 6.1 Negotiations will be held at the address of CERSAI mentioned in the Data Sheet. The invited Bidder will, as a pre-requisite for attendance at the negotiations, confirm availability of all Professional staff. Representatives conducting negotiations on behalf of the Bidder must have written authority to negotiate and conclude a Contract. Technical negotiations Financial negotiations Availability Professional staff/experts of 6.2 Negotiations will include a discussion of the Technical Proposal, the proposed technical approach and methodology, work plan, and organization and staffing, and any suggestions made by the Bidder to improve the Terms of Reference. The CERSAI and the successful Bidder will finalize the Terms of Reference, staffing schedule, work schedule, logistics, and reporting. These documents will then be incorporated in the Contract as Description of Services. CERSAI shall prepare minutes of negotiations, which will be signed by the CERSAI and the successful Bidder. 6.3 After the technical negotiations are over, financial negotiations should be carried out in order to reflect any change in financials due to change in scope of work or due to clarification on any aspect of the technical proposal during the technical negotiations. Under no circumstances, should the financial negotiation result in an increase in the price originally quoted by the Bidder. 6.4 Having selected the Bidder on the basis of, among other things, an evaluation of proposed Professional staff, the CERSAI expects to sign a Contract on the basis of the Personnel named in the Proposal. Before contract negotiations, the CERSAI will require assurances that the Personnel will be actually available. The CERSAI will not consider substitutions unless such substitution is unavoidable due to reasons such as death or medical incapacity. If this is not the case and if it is established that Personnel were offered in the proposal without confirming their availability, the Bidder may be disqualified. Any proposed substitute shall have equivalent or better qualifications and experience than the original candidate and be submitted by the Bidder within the period of time specified in the letter of invitation to negotiate. Confidential Property of CERSAI Page 15 of 64

RFP CERSAI IT Consultant Conclusion of the negotiations 7. Award of Contract 6.5 Negotiations will conclude with a review of the Contract. To complete negotiations the CERSAI and the Bidder will initial the agreed Contract. 7.1 After completing negotiations CERSAI shall issue a letter of award of contract to the selected Bidder and promptly notify all Bidders who have submitted proposals about the decision taken. 7.2 The selected Bidder will sign the contract after fulfilling all the formalities/pre-conditions mentioned in the standard form of contract, within 7 days of issuance of the letter of intent. 7.3 The Consultant is expected to commence the assignment on the date specified in the Part II Data Sheet. 8. Confidentiality 8.1 Information relating to evaluation of Proposals and recommendations concerning awards shall not be disclosed to the Bidders who submitted the Proposals or to other persons not officially concerned with the process, until the publication of the award of Contract. The undue use by any Bidder of confidential information related to the process may result in the rejection of its Proposal. Confidential Property of CERSAI Page 16 of 64

RFP CERSAI IT Consultant Instructions to Consultants PART II: Data Sheet Paragraph Reference 1.1 Party issuing RFP: Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI) Method of selection: Quality Cost Based Selection [QCBS] 1.2 Name of the Assignment: Consultancy services to CERSAI for: (a) selecting a service provider to implement and manage the Central Registry IT system; and (b) providing 2 resources on a Person-month basis for various other projects planned by CERSAI over the next 18 months. 1.3 The Proposal submission address is: Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI) 5th floor, MTNL Telephone Exchange Building, 8, Bhikaji Cama Place, New Delhi 110066 Proposal (Technical Proposal and Financial Proposals in two separate sealed envelopes, EMD, and Tender Fee) must be submitted no later than the following date and time: Date: May 20 th, 2015 Time: 14:00 hrs. Bid Opening Date: May 20 th, 2015 and Time : 15:00 hrs. 1.4 A pre-proposal conference will be held at 2:30 p.m. on 11.05.2015 at CERSAI, New Delhi. The representative of CERSAI is: Biswajit Patra Chief Pager (IT) Phone number: 011-26178581 Email address: cmit@cersai.org.in 1.5 Proposals must remain valid for 90 days from the submission date. 2.1 Clarifications may be requested not later than 10 days before the submission date. Confidential Property of CERSAI Page 17 of 64

RFP CERSAI IT Consultant The address for requesting clarifications is: Biswajit Patra Chief Manager (IT) Phone number: 011-26178581 Email address: cmit@cersai.org.in 3.1 The estimated tenure of Contract: Hybrid Contract including: (a) Lump-sum Contract for a period of 6 months post Go-Live of the Central Registry; and (b) Person-month based Contract for a period of 18 months 4.1 The formats of the Technical Proposal to be submitted are: Form Tech 1: Letter of Proposal submission Form Tech 2: Consultant's organization & experience Form Tech 3: Approach & methodology Form Tech 4: Team composition Form Tech 5: Curriculum vitae Form Tech 6A & 6B: Staffing Schedule 4.2 Consultant must submit the following: a) Original and 1 duplicate hard copy and 3 soft copies of the Technical Proposal, and b) Only the Original of the Financial Proposal 5.1 Eligibility Criteria Bidders failing to meet the eligibility criteria or not submitting requisite proof for supporting these criteria are liable to be rejected summarily. 1. The Bidder must be a reputable and experienced company operating in the field of professional consultancy services, registered under the Companies Act for the last 10 years. 2. The Bidder must have an annual turnover of minimum Rs. 100 Crores (Rupees Hundred Crores) each year during the last 3 financial years ending 31 st March, 2014 from consultancy/advisory services. 3. The Bidder must have made net profits (positive) during the last 3 financial years ending 31 st March, 2014. 4. The Bidder must have completed at least 2 consultancy assignments of similar nature in design of IT systems (application software and hardware), preparation of RFP and bid process management for selection of a System Integrator/ Service Provider, in a large Government IT transformation/ e-governance/ Banking transformation environment with a consultancy value of at least Rs. 1 Crore each in last 5 years. 5. The Bidder must have at least 100 full time IT consultants on its rolls. 6. The Bidder should not have been black listed by any state or Central Confidential Property of CERSAI Page 18 of 64

RFP CERSAI IT Consultant Government or public sector undertaking or regulatory body in India. 7. No proceedings for winding up or restructuring of the Bidder should be pending in any court of law or any other forum. 8. Bidders are not allowed to form consortiums with other Bidders or other Companies. 9. The Bidder should have an office in New Delhi/ National Capital Region (NCR). 10. The bidder should be among the top 10 entities in consulting business, in any immediate previous 2 quarters as published in Gartner/IDC/Forrester (Bidder should provide supporting document in this regard) Bids failing to meet the Eligibility Criteria or not submitting requisite proof in support thereof as mentioned in Para 5.1 of Part II Data Sheet are liable to be considered as non-responsive and rejected summarily. The list of mandatory supporting documents to be submitted are: 1. Proof of registration of the Bidder under the Companies Act. 2. Audited Balance Sheet for the last three financial years (2013-14, 2012-13, 2011-12, as audited balance sheets for 2014-15 may not be available as yet). Please include only the sections on P&L and the assets. 3. Certificate by the company statutory auditors on qualifying turnover from advisory/consultancy services in the field of information technology. 4. Work Order/ Completion Certificate/ Client Certificate for previous experience cited in Eligibility Form Section 3. (it is mandatory to provide value of consulting assignment). 5. Certificate from the Company Auditors/Company Secretary on number of IT consultants. 6. Evidence from Gartner/ IDC/ Forrester report stating the bidders position among the top 10 entities in any immediate 2 quarters 7. Self-attested Certificate by the Bidder that: a. It has not been black listed by any state or Central Government or public sector undertaking or regulatory body in India. b. It has no proceeding for winding up or restructuring pending in any court of law or any other forum. c. It has no conflict of interest, as per Para 1.8 of Section 2: Confidential Property of CERSAI Page 19 of 64

RFP CERSAI IT Consultant Instructions to Consultants. 5.2 Technical Evaluation Criteria: (i) Previous Experience: 40 Sl. Criteria No 1 Previous experience of consultant in design of large Government IT transformation/ e-governance/ Banking transformation projects involving selection of service provider for implementation and maintenance of the IT systems, with a consultancy value of at least Rs. 25 lakhs in the previous 10 years. Scoring will be based on relevant project citations: (>= 10 projects: 20 points; >=5 to <10 projects: 10 points; >=2 to <5 projects: 5 points) Points 20 2 Previous experience of Consultant in providing Project management 20 services for large IT implementations in Government IT transformation/ e-governance/ Banking transformation, with a consultancy value of at least Rs. 25 lakhs in the previous 10 years. Scoring will be based on relevant project citations: (>= 10 projects: 20 points; >=5 to <10 projects: 10 points; >=2 to <5 projects: 5 points: <2: projects: 0 points) 3 Total Score for Criterion (i) 40 (ii) Adequacy of the proposed methodology and work plan: 30 Sl. Criteria Points No 1 Technical approach and methodology 20 a) Approach and methodology for the design and implementation of the Central Registry 8 b) Approach and methodology for supporting CERSAI in the 8 development of other planned projects such as edrt and linkages with DRT/ DRAT, land registries, stamp duty offices, MCA registry and SARFAESI case monitoring systems of banks, rollout of KYC registry, best practices study and assist in planning and rollout of training modules, and other any other work assigned by CERSAI from time to time. c) Approach for devising strategy and business models for Central Registry 4 2 Technical Presentation 10 3 Total Score for Criterion (ii) 30 (iii) Key professional staff qualifications and competence for the assignment: 30 Sl.No Team Composition based on Key Areas of Expertise Points 1 IT Architecture and Design 6 2 Data and Business Process Analysis 6 3 Profiles of 2 consulting resources proposed on person-month basis 6 4 Project management and implementation monitoring 6 5 Short-term experts in areas such as secured transactions, banking, 6 land registries. Total Score for Criterion (iii) 30 Confidential Property of CERSAI Page 20 of 64

RFP CERSAI IT Consultant In part 5.2 (iii) the key consulting resources and team composition based on the core areas of expertise required for the Assignment will be evaluated, as described in Section 5 Terms of Reference. The number of points to be assigned to each of the above disciplines shall be determined considering the following three sub-criteria: 1) General qualifications Sub-criteria a) Educational qualification and training b) Number of years of consulting experience c) Number of years of association with the consulting organization (Consulting resources are required to have a minimum of 6 months on the payroll of the consulting organization) 2) Adequacy for the assignment Sub-criteria a) Experience as stated in Area of Specific Expertise & Qualification and Professional Experience b) Consulting experience in IT Assignments c) Adequate involvement in the Assignment Total points for the above criteria (i), (ii), (iii): 100 St = Total points obtained for the above criteria (i), (ii), (iii) The minimum technical score St required to pass is: 70 Points 5.3 The formula for determining the technical score is as follows: St = (100 x T / Tm), in which St is the normalized technical score, Tm is the highest technical score and T is the technical score of the proposal under consideration. The formula for determining the financial scores is the following: Sf = 100 x Fm / F, in which Sf is the financial score, Fm is the lowest price and F the price of the proposal under consideration. The weights given to the Technical and Financial Proposals are: T = 0.30; and F = 0.70 6.1 Address for contract negotiations: Address: CERSAI, 5 th Floor, MTNL Building, 8, Bhikaji Cama Place, New Delhi - 110066. 7.1 Expected date and place for commencement of consulting services: June 1 st, 2015 Confidential Property of CERSAI Page 21 of 64

RFP CERSAI IT Consultant Section 3: Technical Proposal - Standard Forms Refer to Reference Paragraph 3.4 of the Data Sheet for format of Technical Proposal to be submitted, and paragraph 3.4 of Section 2 of the RFP for Standard Forms required and number of pages recommended. Technical Proposal TECH-1 Technical Proposal Submission Form TECH-2 Bidder s Eligibility TECH-3 Experience Citations TECH-4 Description of the Approach, Methodology and Work Plan TECH-5 Team Composition and Task Assignments TECH-6 Curriculum Vitae (CV) for Proposed Professional Staff TECH-7A & 7B Staffing Schedule Confidential Property of CERSAI Page 22 of 64

RFP CERSAI IT Consultant FORM TECH-1 TECHNICAL PROPOSAL SUBMISSION FORM To: The Chief Operating Officer Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI) 5th floor, MTNL Telephone Exchange Building, 8, Bhikaji Cama Place, New Delhi 110066 Dear Sir: We, the undersigned, offer to provide consultancy services for: (a) selecting a service provider to implement and manage the Central Registry IT system; and (b) providing 2 professional consulting resources on a Person-month basis for various other projects planned by CERSAI over 18 months, in accordance with your Request for Proposal dated <date> and our Proposal. We are hereby submitting our Proposal, which includes this Technical Proposal, and a Financial Proposal sealed in a separate envelope. We hereby confirm that we have read and understood the Terms and Conditions of the RFP and all the documents attached therewith. We hereby declare that all the information and statements made in this Proposal are true and correct and agree that any false or misleading statement contained in it or declaration made may lead to our disqualification. If negotiations are held during the period of validity of the Proposal, i.e., before the date indicated in Paragraph Reference 1.5 of the Data Sheet, we undertake to negotiate on the basis of the proposed staff. Our Proposal is binding upon us and subject to the modifications resulting from Contract negotiations. We undertake, if our Proposal is accepted, to initiate the consulting services related to the assignment not later than the date indicated in Paragraph Reference 7.1 of the Data Sheet. We understand you are not bound to accept any Proposal you receive. Confidential Property of CERSAI Page 23 of 64

RFP CERSAI IT Consultant We remain, Yours sincerely, Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Entity: Address: Location: Date: 1 [Delete in case no association is foreseen.] Confidential Property of CERSAI Page 24 of 64

RFP CERSAI IT Consultant FORM TECH-2 BIDDER S ELIGIBILITY A - Bidder s Organization [Provide here a brief description of the background and organization of your entity. Also provide a brief description on the ownership details, date and place of incorporation of the entity, objectives of the entity etc. Apart from this, also provide information on the Annual Turnover of the entity for the last 3 financial years as required in the form below] Organization and Financial Information 1: Details of the Organization Name Date of Incorporation Date of Commencement of Business Address of the Headquarters Address of the Registered Office in India Area of expertise with respect to this Assignment Contact details (name, address, phone no. and email) 2: Financial Information Revenue (in INR crores) Profit Before Tax (in INR crores) Net Profit (in INR crores) Revenue from IT Advisory/ IT Consulting (in INR crores) Other Relevant Information FY FY FY Information on Consultants 3: Information on Consultants Number of IT Consultants with the Company Confidential Property of CERSAI Page 25 of 64

RFP CERSAI IT Consultant B Bidder Entity s Experience Design of IT System, Preparation of RFP and Bid Process Management [Using the format below, provide information on each assignment for which your entity was legally contracted for carrying out consulting services similar to those requested under this assignment. Bidders should provide all the details (including documentary evidence like copy of work order/ contract document/ completion certificate from customer/ certificate from auditor/ other customer testimonials including video along with supporting certificate from auditors) as required in the form. Please provide citations of 2 relevant completed consultancy assignments in Design of IT System (Application Software and Hardware), preparation of RFP and Bid Process Management for the selection of a System Integrator/ Service Provider in a large Government IT transformation/ e-governance/ Banking transformation environment with consultancy value of at least 1 Crore each in the last 5 years. In case, Bidder does not provide information required by CERSAI, CERSAI shall proceed with evaluation based on the information provided without requesting the Bidder for further information. Hence, responsibility for providing information as required in this form lies solely with Bidder.] Assignment name: Country: Location within country: Name of Client: Approx. Value of Contract: (Mandatory field) (Mention contract value in INR) Duration of assignment (months): Total No. of staff-months of the assignment: Address: Start date (month/year): Completion date (month/year): Client Reference and Contact Details: Narrative description of Assignment: Approx. value of the services provided by your entity under the contract (in INR): No. of professional staff-months provided: Name of senior professional staff of your entity involved & functions performed (indicate most significant profiles): Description of actual services provided by your staff within the assignment: Confidential Property of CERSAI Page 26 of 64

RFP CERSAI IT Consultant FORM TECH-3 EXPERIENCE CITATIONS A Bidder Entity s Experience Selection of System Integrator/ Service Provider for Large IT Systems [Using the format below, provide information on each assignment for which your entity was legally contracted for carrying out consulting services as requested under this assignment. Bidders should provide all the details (including documentary evidence like copy of work order/ contract document/ completion certificate from customer/ certificate from auditor/ other customer testimonials including video along with supporting certificate from auditors) as required in the form. Please provide citations of relevant completed consultancy assignments covering Project Design, RFP Preparation, Bid Process Management and Selection of Service Provider for a large Government IT transformation/ e-governance/ Banking/ transformation implementation assignment with a consultancy value of at least Rs. 25 lakhs in the previous 10 years. In case, the Bidder does not provide information required by CERSAI, CERSAI shall proceed with evaluation based on information provided without requesting the Bidder for further information. Hence, responsibility for providing information as required in this form lies solely with Bidder.] Assignment name: Country: Location within country: Name of Client: Address: Approx. Value of Contract: Duration of assignment (months): Total No. of staff-months of the assignment: Approx. value of the services provided by your entity under the contract (in INR): Start date (month/year): No. of professional staff-months provided: Completion date (month/year): Client Reference and Contact Name of senior professional staff of your entity involved Details: and functions performed (indicate most significant profiles): Narrative description of Assignment: Description of actual services provided by your staff within the assignment: Confidential Property of CERSAI Page 27 of 64

RFP CERSAI IT Consultant B Bidder Entity s Experience Project Management Services [Using the format below, provide information on each assignment for which your entity was legally contracted for carrying out consulting services as requested under this assignment. The Bidder should provide all the details (including documentary evidence like copy of work order/ contract document/ completion certificate from customer/ certificate from auditor/ other customer testimonials including video along with supporting certificate from auditors) as required in the form. Please provide citations of relevant completed consultancy assignments providing project management Services for a large Government IT transformation/ e-governance/ Banking/ transformation implementation as required by this RFP with a consultancy value of at least Rs. 25 lakhs in the previous 10 years. In case, the Bidder does not provide information required by CERSAI, CERSAI shall proceed with evaluation based on information provided without requesting the Bidder for further information. Hence, responsibility for providing information as required in this form lies solely with the Bidder.] Assignment name: Country: Location within country: Name of Client: Address: Approx. Value of Contract: Duration of assignment (months): Total No. of staff-months of the assignment: Approx. value of the services provided by your entity under the contract (in INR): Start date (month/year): N o of professional staff-months provided by associated Completion date (month/year): Consultants: Client Reference and Contact Name of senior professional staff of your entity involved Details: and functions performed (indicate most significant profiles): Narrative description of Assignment: Description of actual services provided by your staff within the assignment: Confidential Property of CERSAI Page 28 of 64

RFP CERSAI IT Consultant FORM TECH-4 DESCRIPTION OF APPROACH, METHODOLOGY AND WORK PLAN [Technical approach, methodology and work plan are key components of the Technical Proposal. You are suggested to present your Technical Proposal divided into the following chapters: a) Technical Approach and Methodology, b) Work Plan, and c) Organization and Staffing d) Providing Consulting Resources on a Person-Month Basis a) Technical Approach and Methodology. In this chapter you should explain your understanding of the objectives of the assignment, approach to the services, methodology for carrying out the activities and obtaining the expected output, and the degree of detail of such output. b) Work Plan. In this chapter you should propose the main activities of the assignment, their content and duration, phasing and interrelations, milestones (including interim approvals by the CERSAI), and delivery dates of the reports. The proposed work plan should be consistent with the technical approach and methodology, showing understanding of the TOR and ability to translate them into a feasible working plan. A list of the final documents, including reports, drawings, and tables to be delivered as final output, should be included here. The work plan should be consistent with the Work Schedule. c) Organization and Staffing. In this chapter you should propose the structure and composition of your team including billable and non-billable expert resources and consulting resources. You should list the main disciplines of the assignment, the key experts responsible, and proposed supervisory and support staff. The supervisory and support staff profiles shall be different from the experts required in Section 5.2 (iii) of the Data Sheet. The details of these resources shall be given in Form TECH -5. The responsibilities of the supervisory and support staff along with their interactions with the consulting team that is deployed and with the CERSAI management shall be clearly highlighted in the proposal and if their contribution to the assignment has been directly billed or not. Confidential Property of CERSAI Page 29 of 64

RFP CERSAI IT Consultant d) Professional Resources on a Person-month Basis: In this chapter you should highlight the profiles of the 2 professional consulting resources proposed for providing consulting expertise to various projects at CERSAI on a person-month basis for a period of 18 months. As mentioned above, the professional consulting resources will be supporting CERSAI in the development of other planned projects such as edrt and linkages with DRT/ DRAT, land registries, stamp duty offices, MCA registry and SARFAESI case monitoring systems of banks, rollout of KYC registry, best practices study and assist in planning and rollout of training modules, and other any other work assigned by CERSAI from time to time. You should highlight how the profiles of the proposed consulting resources have relevant experience in the above mentioned areas of work, their key accomplishments in similar projects and how CERSAI will benefit from the experience of the proposed resources. Confidential Property of CERSAI Page 30 of 64

RFP CERSAI IT Consultant FORM TECH-5 TEAM COMPOSITION AND TASK ASSIGNMENTS A) For Lump-sum Consultancy Assignment: 1. Professional Expert Name of Expert Area Expertise of Position Assigned Task Assigned B) For Person-month Basis Assignment: 1. Professional Consulting Resources on a Person-month Basis Name Resource of Area Expertise of Position Assigned Task Assigned C) Across Both Assignments above: 2. Supervisory and Support Staff (should be non-billable) Name of Staff Area Expertise of Position Assigned Task Assigned Confidential Property of CERSAI Page 31 of 64

RFP CERSAI IT Consultant FORM TECH-6 CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF 1. Proposed Position [only one candidate shall be nominated for each position Expert]: 2. Name of Staff [Insert full name]: 3. Date of Birth: Nationality: 4. Education [Indicate college/university and other specialized education of staff member, giving names of institutions, degrees obtained, and dates of obtainment]: 5. Total No. of years of experience: 6. Total No. of years with the entity [should be on the payroll of the entity for a minimum 6 months]: 7. Areas of expertise and no. of years of experience in this area (as required for the position): 8. Certifications and Trainings attended: 9. Details of Involvement in assignments listed in FORM TECH-3 (only if involved in the same): 10. Employment Record [Starting with present position, list in reverse order, giving for each employment (see format here below): dates of employment, name of employing organization, positions held. Past employment that is not relevant to the assignment does not need to be included.]: From [Year]: Employer: Positions held: To [Year]: 11. Detailed Tasks Assigned [List all tasks to be performed under this assignment] 12. Relevant Work Undertaken that Best Illustrates the experience as required for the Role [Among the assignments in which the staff has been involved (current and previous), indicate the following Confidential Property of CERSAI Page 32 of 64

RFP CERSAI IT Consultant [List the deliverables under this assignment in which the proposed will be involved] information for those assignments that best illustrate staff capability to handle the tasks listed under point 11 and as required for the role as listed in List of the key professional positions whose CV and experience would be evaluated.] Current Assignment: Name of assignment: Year: Location: Employer: Main assignment features: Positions held: Value of assignment (approximate value or range value): Activities performed: Previous Assignments: Name of assignment: Year: Location: Employer: Main assignment features: Positions held: Value of assignment (approximate value or range value): Activities performed: 13. Certification: I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly describes my qualifications, my experience, and myself. I understand that any wilful misstatement described herein may lead to my disqualification or dismissal, from the assignment if engaged. [Signature of staff member or authorized representative of the staff] Full name of authorized representative: Date: Day/Month/Year Confidential Property of CERSAI Page 33 of 64

RFP CERSAI IT Consultant FORM TECH-7A STAFFING SCHEDULE FOR CONSULTANCY ASSIGNMENT No Name of Staff 1 Role / Position Proposed Duration in months (gantt chart) Total personmonths 1 2 3 N 1 2 3 4 n Total 1 Duration should be indicated individually for each consulting resource and expert; for Supervisory and Support Staff it should be indicated by category Confidential Property of CERSAI Page 34 of 64

RFP CERSAI IT Consultant FORM TECH-7B STAFFING PLAN FOR PROJECT MANAGEMENT SERVICES No Name of Staff 1 Role / Position Proposed Duration (gantt chart) Total personmonths 1 2 3 N 1 2 3 4 n Total Confidential Property of CERSAI Page 35 of 64

RFP CERSAI IT Consultant Section 4: Financial Proposal - Standard Forms [Comments in brackets [ ] provide guidance to the Bidders for the preparation of their Financial Proposals; they should not appear on the Financial Proposals to be submitted.] Financial Proposal Standard Forms shall be used for the preparation of the Financial Proposal according to the instructions provided under para. 3.6 of Section 2. FIN-1 FIN-2 FIN-3 Financial Proposal Submission Form Summary of Costs Breakdown of Costs Confidential property of CERSAI Page 36 of 64

RFP Central Registry IT Consultant FORM FIN-1 FINANCIAL PROPOSAL SUBMISSION FORM To: The Chief Operating Officer Central Registry of Securitisation Asset Reconstruction and Security Interest of India 5th floor, MTNL Telephone Exchange Building, 8, Bhikaji Cama Place, New Delhi 110066 Dear Sir: We, the undersigned, offer to provide consultancy services for: (a) selecting a service provider to implement and manage the Central Registry IT system; and (b) providing 2 professional consulting resources on a Person-month basis for various other projects planned by CERSAI over 18 months, in accordance with your Request for Proposal dated <date> and our Technical Proposal. Our attached Financial Proposal is for the sum of [Insert amount(s) in words and figures]. The amount of the local taxes, as identified/estimated is shown in the summary separately. We hereby confirm that we have read and understood the Standard Terms and Conditions of the RFP and all the documents attached therewith and fully understand implications thereof. Our Financial Proposal shall be binding upon us subject to the modifications resulting from Contract negotiations, up to expiration of the validity period of the Proposal, i.e. before the date indicated in Paragraph Reference 1.5 of the Data Sheet. We hereby certify that we have taken steps to ensure that no person acting for us or on our behalf will engage in bribery. We undertake that, in competing for (and, if the award is made to us, in executing) the above contract, we will strictly observe the laws against fraud and corruption in force in India namely Prevention of Corruption Act, 1988. We understand you are not bound to accept any Proposal you receive. We remain, Confidential Property of CERSAI Page 37 of 64

RFP Central Registry IT Consultant Yours sincerely, Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Entity: Address: Confidential Property of CERSAI Page 38 of 64

RFP Central Registry IT Consultant FORM FIN-2 SUMMARY OF COSTS Financial Proposal for providing Consultancy services Item Costs In INR 1. Total cost for providing consultancy services for selection of service provider to implement and manage the Central Registry IT system 2. Total cost for providing 2 professional consulting resources on a Personmonth basis for various other projects planned by CERSAI over 18 months 3. Applicable taxes Total Amount of Financial Proposal (including taxes) Page 39 of 64

RFP Central Registry IT Consultant FORM FIN-3 BREAKDOWN OF COSTS A) For Lump-sum Consultancy Assignment: Name Position Person-month Rate (A) Proposed total No. of Personmonths (B) Total Amount in INR (A*B) Expert Resources B) For Person-Month Basis Assignment: Name Position Person-month Rate (A) Proposed total No. of Personmonths (B) Total Amount in INR (A*B) Consulting Resources on a Person-Month Basis Confidential Property of CERSAI Page 40 of 64

RFP Central Registry IT Consultant Section 5: Terms of Reference 1. Introduction The objective of Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI) is to maintain and operate an IT system for registering transactions of securitisation, asset reconstruction of financial assets and creation of security interest over property, as defined in the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. The Central Registry has been operational since March 2011, and till date banks and financial institutions have used the platform for filing over 12 million registrations of transactions of securitisation, asset reconstruction and security interests of equitable mortgages. The Central Registry also provides a facility for the general public to search and inspect the records maintained by the Registry on payment of fees prescribed under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (Central Registry) Rules, 2011. 2. Background of the CERSAI IT System Since the start of its operations in March 2011, the CERSAI IT System has expanded significantly. There are nearly 160,000 registered users on the system with over 12 million records entered as of date. The scope of the system has also expanded from its initial brief of recording transactions of creation of equitable mortgages on immovable properties, to registration of transactions of asset reconstruction, of securitization and of registration of assignment of receivables (the latter under the Factoring Regulation Act 2011). Confidential Property of CERSAI Page 41 of 64

RFP Central Registry IT Consultant Table 1: Registration of equitable mortgages on CERSAI REGISTRATION STATUS 31-03-2012 31-03-2013 31-03-2014 31-03-2015 Number of registrations (new) 1,066,840 2,400,650 4,014,190 6,181,824 Number of registrations (subsisting) 2,188,342 5,856,965 6,477,070 6,792,849 Total number of registrations carried out 3,255,182 8,257,615 10,491,260 12,974,673 Number of users registered 76,046 113,426 134,864 173,177 Table 2: Registration of factoring transactions on CERSAI REGISTRATION STATUS 31-03-2013 31-03-2014 31-03-2015 Number of registrations carried out 1722 5431 8208 Number of users registered 72 77 90 Tata Consultancy Services (TCS) is the current vendor to CERSAI for the Central Registry IT system. The contract with them is for a period of 5 years from 31 st March 2011 to 30 th March 2016. The solution implemented by TCS is based on the following considerations: 1. All data will be online for a period of 27 years 2. The total number of transactions/records in the system will be 10 Crores 3. Approximately 9000 records will be created on a daily basis 4. Approximately 20000 searches will happen in a day The TCS solution includes the following components: 1. Hardware: a. Sun Sparc Enterprise servers b. CISCO switches and routers c. PCs and printers 2. Software: a. TCS proprietary software solutions for the search utility b. Database solution from Oracle c. Security products from Symantec and TCS d. Mail messaging solution e. Reporting solution from Synaptris f. Application server solution from Red Hat Confidential Property of CERSAI Page 42 of 64

RFP Central Registry IT Consultant In addition to the IT system, TCS is providing Help Desk, Data Center and Disaster Recovery Center establishment and management support under this contract. The TCS team has also provided training support to the CERSAI management and officers as well as to the users of the Central Registry system on a regular basis. 3. Increasing the scope of CERSAI In January 2014, a Legal Working Group constituted by CERSAI in collaboration with the International Finance Corporation (IFC) submitted a report to the Ministry of Finance on bringing the legal and regulatory framework for secured transactions 1 in India on par with international best practices and thereby increase access to finance for under-served groups and improve efficiency and transparency of the financial sector in the country. A significant recommendation of this Legal Working Group (supported by the Financial Sector Legislative Reforms Commission Report) was that CERSAI should expand its scope of services and become a true Central registry. To achieve this, CERSAI IT System will require additional functionality such as the following: 1. Registration of agreement to sell 2. Registration of security interests on movable assets 3. Registration of other types of mortgages, including intangibles like IPRs. 4. Integration with other electronic registries such as State land registries and Central Government registries in the nature of Registrar of Companies, Aadhaar, etc. and with Bank CBS and Credit Bureaus, Stamp Duty Offices, etc. 5. Integration with other loosely coupled systems that are external to the Central Registry such as DRT/ DRAT/ Recovery Office IT Systems, and Bank SARFAESI Case Monitoring Systems 6. Rollout of KYC registry, etc. 1 The term secured transactions refers to credit transactions where a creditor holds an interest in a debtor s property ( collateral ) to secure a loan or other obligation. This interest in property, commonly known as a security interest or charge, is a broad, generic interest that encompasses all of the traditional legal forms, including but not limited to mortgage, hypothecation with retained title and others Confidential Property of CERSAI Page 43 of 64

RFP Central Registry IT Consultant The implementation of this additional functionality will facilitate transparency in the financial sector and increase the confidence of lenders that, the properties in which they take security interests have no prior encumbrances and that their priority vis-à-vis other lenders in the property will be assured as well. This expansion of scope will mean that the number of users accessing the IT system will grow significantly as with the number of registrations. 4. Overview of Scope of Work for Consultant Tata Consultancy Services (TCS) is the current vendor to CERSAI for the Central Registry IT system. The contract with them is for a period of 5 years from 31 st March 2011 to 30 th March 2016. The scope of the consultant will be selecting a new vendor and smooth transition of exiting system to new system before 30 th March 2016. In order to facilitate a smooth transition of the current IT system to the new Service Provider, CERSAI plans to engage the services of a professional consulting entity for the following broad scope of work: A) Formulating the business requirements, technical specifications and the RFP specifications for the new Central Registry IT system as per the best practice. B) Selecting a Service Provider for implementing and managing the new Central Registry and transition from the old system to the new system without loss of data and on real time basis C) Developing the transition strategy and plan for transfer of the existing IT system to a new Service Provider before the end of the contract period with the current vendor D) Providing Project management services for the implementation of the Central Registry IT system. E) Providing 2 professional consulting resources on a Person-month basis for a period of 18 months for supporting CERSAI in the development of other planned projects such as edrt and linkages with DRT/ DRAT, land registries, stamp duty offices, the Ministry of Corporate Affairs (MCA) registry and SARFAESI case monitoring systems of banks, rollout of KYC registry, best practices study and assist in planning and rollout of training modules, and other any other work assigned by CERSAI from time to time. The sections below provide the following: Confidential Property of CERSAI Page 44 of 64

RFP Central Registry IT Consultant Detailed scope of work for the consultant Deliverables and timelines of the consulting engagement Key consulting resources required for the Assignment. 5. Detailed Scope of Work The detailed terms of reference and the expected deliverables for each the above-mentioned scope of work items is as follows: 5.1. Formulating the business requirements and technical specifications for the new Central Registry IT system as per best practices (i) The primary goal of the Consultant in this activity is to formulate the detailed business, functional requirements and technical specifications for all the components of the new Central Registry, including but not limited to: the new work flows, system re-design required for the registration and searching of movable collateral and integration with other registries, application software, middleware, database, front-end and back-end systems, servers, networking, security, storage, etc. The requirements should clearly state the comprehensive capabilities, service levels and performance levels for all the IT components. These requirements specifications shall form the basis for preparation of the RFP and BRD (Business Requirements Document) for the Service Provider. (ii) The consultant will design the system with a view on integration of Central Registry database with land record registries, registration databases of states, data bases of relevant local bodies. The integration will also be with CBS system of banks, financial institutions, NBFCs, housing websites and RTO for issuance of driving licenses etc. (iii) The design specifications shall also provide for integration with MCA, DRT/ DRAT/ Recovery office systems, Stamp duty offices, SARFAESI Case Monitoring systems, etc. (iv) The system should be capable of handling Registration of charge on properties under construction. Registration of all types of mortgages. Confidential Property of CERSAI Page 45 of 64

RFP Central Registry IT Consultant Creation of electronic linkages with all four credit bureaus. Registration of encumbrances on movable properties. Creation of linkages with ROC, Registrar of Patents and design and the Vehicle Registration Authorities. Integration with State Registries. Registration of charges for all classes of lenders. Registration of encumbrances in case of title retention contracts. Registration of attachment orders on property by courts, DRT, tribunals etc. Registration based on the property (land/ building) photo/ timestamp/ lat-long of the property or RFID tags.. Linkages with other registration systems like the Registrar of Births and Deaths and RTOs for issuance of driving license etc. The system should be designed arriving key performance indicators. (v) The Consultant shall assess the current Central Registry IT System design and map the business and functional requirements to best practice Collateral Registry systems while identifying additional business and functional requirements that would be necessary to modify the existing registry to provide for the registration and searching of movable property collateral as well as integration with the other state/central government electronic registries. (vi) The Consultant shall design the web-based architecture for a notice-based registry with all the essential modules of an international standard Collateral Registry such as a user interface subsystem, client and fee management subsystem, core database subsystem, and the security access subsystem. The design shall also enable capturing other borrower information like biometrics that might be required in future. (vii) The system architecture for the new Central Registry should be designed taking into consideration requirements for introduction of movable assets and integration with other registries, credit bureaus, etc. Confidential Property of CERSAI Page 46 of 64

RFP Central Registry IT Consultant (viii) The Consultant shall build a 5 and 10 year growth model for the Central Registry based on: demand assessment; availability, performance, & scalability requirements; future data-processing needs (associated with data search, etc.); and likely technological evolution. Based on the above, the consultant shall develop a methodology for workload analysis and sizing. (ix) The Consultant shall propose and use various technical parameters and guidelines to formulate the requirements specifications of the IT system components, including the use of open source components and non-proprietary technologies. The parameters should take into account, factors such as: network load and latency; server, database, storage, network, and bandwidth sizing; requirements for network monitoring and control; expected processing load and distribution of load across the various technology components (specifically, the backend servers and storage that will need to be architected for the high demands of the search requests). (x) The requirements specifications should also provide details of all the other software components required in the Central Registry, such as: OS and system software, enterprise anti-virus software, auditing tools, DNS software, messaging software, back-up software (with encryption capabilities), network management and infrastructure software (xi) The Consultant shall also specify functional and technical requirements for an administration system that will help administer the CERSAI s operations, including: creation/ modification of CERSAI administrator user accounts; role based access control; audit trails; fraud detection; reporting and analytics, etc. (xii) Based on the requirements of the various IT system components, the Consultant shall prepare the Bill of Materials (BOM) with estimated costs and specifications for all hardware, networking, and software components, etc., taking into account various technology aspects, cost effectiveness, and technology obsolescence. Deliverable D1: Business and Functional Requirements for the New Central Registry Deliverable D2: Confidential Property of CERSAI Page 47 of 64

RFP Central Registry IT Consultant Architecture and Technology Specifications for the New Central IT System 5.2. Developing the transition strategy and plan for transfer of the existing IT system to the new service provider (i) The Consultant shall develop the strategy for the new service provider to smoothly transition the entire suite of applications, infrastructure and services under the existing Central Registry services beyond the contract period of the incumbent operator and ensure business continuity and performance for a period of 6 months. (ii) The Consultant shall propose and define the contract period for which the new service provider will be responsible for enhancing the services, functionality, underlying infrastructure and operations of the Central Registry. (iii) The transition strategy and plan shall clearly articulate the details of the responsibilities of the new service provider during the transition and the details of the exit management responsibilities of the current operator (iv) As part of the transition strategy and plan, the Consultant shall provide granular details of activities that need to be carried out for managing the transition within a time-bound manner, including but not limited to the following: asset inventory:- inventory of all Assignment related assets (hardware, software, etc.) transfer of assets (both IT and non-it) and operational ownership (including commercials) of software licenses to the new service provider transfer of agreements:- with all the OEMs, contractors, sub-contractors being used by the current operator; renewal of third-party contracts, if any. knowledge transfer:- functional, system, technical and process documentation of the existing applications and processes necessary for continued operation and maintenance of the services access rights:- database, servers, and other critical assets belonging to the Assignment transfer of DC-DRC:- renew existing DC-DRC contracts/ creating custom DC-DRC; DC-DRC migration Confidential Property of CERSAI Page 48 of 64

RFP Central Registry IT Consultant Assignment governance:- changes in the required governance structure; operational change management processes required to implement the transition. (v) The transition plan shall also identify potential risks, set out possible mitigation approaches, and identify specific tasks that the Service Provider will need to undertake to mitigate identified risks associated with the transition. Deliverable D3: Transition Strategy & Plan for the Central Registry IT System 5.3. Preparation of RFP for selection of service provider to implement and manage the Central Registry (i) Based on the implementation strategy, and detailed functional and technical requirements specifications for the Central Registry IT system, the Consultant shall prepare the Request for Proposal (RFP) for selection of service provider to implement, and manage the Central Registry. (ii) The RFP shall also stipulate the requirement for taking over the existing Central Registry IT system from the incumbent operator and running it for a period of 6 months (as detailed in 5.2 above) (iii) The Consultant shall prepare the RFP conforming to the Government of India guidelines on procurement of goods & services, including ICB procurement guidelines if necessary. (iv) The Consultant is responsible for preparation of the service level agreement and contract for the new service provider. (v) The RFPs shall include inter-alia the following details: Description of the Assignment background and context Purpose of the RFP; the scope of the services requested and what is not included in scope Assignment objectives. The objectives should broadly address aspects related to availability, service levels, efficiencies, security and resilience factors, flexibility, scalability and cost. Confidential Property of CERSAI Page 49 of 64

RFP Central Registry IT Consultant Scope of work, roles and responsibilities of service provider. This section should itemize the specific services requested through the RFP. Functional and technical requirements specifications Requirements for high availability & security Requirements for strategic control of the infrastructure assets Compliance to information security guidelines and standards Compliance to legal and regulatory requirements Compliance to egovernance standards, Government websites, accessibility and other standards and guidelines issued by Department of Electronics and Information Technology, GoI Operational requirements Acceptance criteria & system and security audit requirements Commercial specifications & bid process requirements, including: Bidders eligibility and pre-qualification Bid process activities Bid formats and submission requirements Bid evaluation criteria and process, including QCBS methodology General terms and conditions for bidding including: cost of RFP, conflict of interest, modification and withdrawal of bids, etc. Payment terms Legal and contractual specifications. The contract agreement should be based on the General Conditions of Contract (GCC) and Special Conditions of Contract (SCC), as defined by procurement norms Service Level Agreement (SLA) based on service-level goals and objectives. The SLA should provide the following: SLA terms and definitions SLA calculation principles and metrics Calculation of downtime and uptime Audit compliance Service levels during peak hours and extended business hours Service level enforcement, penalties Issue resolution time Deliverable D4: Confidential Property of CERSAI Page 50 of 64

RFP Central Registry IT Consultant Request for Proposal (RFP) for Selection of Service Provider to Implement, and Manage the Central Registry 5.4. Bid process management & contract finalization (i) The Consultant shall undertake the following activities as part of bid process management for the RFP: Support the CERSAI in release of the EOI and/or RFP tender notice Support the CERSAI in conducting pre-bid conferences Compile response to bid queries and clarifications, and make presentations before the Evaluation Committee Design the RFP evaluation criteria Pre-qualification evaluation Evaluation of the technical bids, conduct briefings and presentations to the Evaluation Committee Evaluation of the commercial bids Compile the evaluation reports and recommend the best bidder Support the Evaluation Committee to be set up by the CERSAI Evaluation of Bill of Materials (BOM) Support CERSAI in negotiations and closure Support the CERSAI in contract finalization with the selected bidder. (ii) The consultant shall submit comprehensive bid evaluation reports, consisting of Pre-qualification evaluation, Technical evaluation, and Commercial evaluation. Deliverable D5: Bid Evaluation Reports, consisting of: a) Pre-qualification evaluation reports b) Technical evaluation reports, and minutes of the evaluation committee meetings c) Commercial evaluation reports Confidential Property of CERSAI Page 51 of 64

RFP Central Registry IT Consultant 5.5. Devising the implementation strategy, roadmap and business model for the new Central Registry (i) (ii) The Consultant shall study, evaluate and provide recommendations on strategy and implementation models for running the Central Registry. The implementation models should consider various aspects involved in building and operating the Central Registry by the Service Provider. The Consultant shall analyze and provide recommendations to CERSAI regarding strategic issues related to ownership of the Central Registry assets and data center while designing the appropriate implementation models. (iii) The implementation strategy shall take into account aspects like TCO, capital outflows from the CERSAI and the payment streams to the service provider linked to pre-determined goals against Service Level Agreements (SLAs). (iv) The implementation strategy shall also provide an overall approach for continuous data quality management of the Central Registry data (v) As part of the implementation strategy the consultant shall also develop monitoring and evaluation systems for the service delivery and helpdesk operations of the Central Registry. (vi) The Consultant shall identify and propose strategies through which innovative registry-based services and other value-added services can be offered by the Central Registry, based on a business model. (vii) The business model should identify the various types of revenue streams arising out of delivery of the proposed services from registry. The business cases should enable CERSAI to objectively measure the expected revenues, expected costs, benefits, legal and policy implications, and risks of the proposed business model. (viii) The Consultant shall also develop a detailed Assignment implementation Roadmap describing the phases, activities and responsibilities in the Assignment implementation and management of the Central Registry. The Assignment implementation roadmap shall include sensitivity analysis vis-à-vis time and cost overruns. Deliverable D6: Confidential Property of CERSAI Page 52 of 64

RFP Central Registry IT Consultant Implementation Strategy and Implementation Roadmap for the Central Registry Deliverable D7: Strategy, Business Models, Business Cases, and Potential Revenue Streams for the Central Registry 5.6. Formulating the risk management strategy and plan for the Central Registry (i) The Consultant shall follow standard risk assessment and management frameworks and methodologies, based on best practices, for formulating the risk management strategy and plan for the Central Registry. (ii) The methodologies shall cover both qualitative and quantitative analysis to derive the associated risk levels. The risk analysis methodology should cover: physical/ environmental threats, logical threats, communication threats, natural threats, and technological threats, etc. (iii) The Consultant shall prepare a comprehensive and practical risk management plan including specific recommendations on risk mitigation and avoidance strategies. Deliverable D8: Risk Management Strategy and Plan for the Central Registry 5.7. Developing the information security plan and policies for the Central Registry (i) The Consultant shall design an appropriate Information Security Management System (ISMS) for the Central Registry facilities in accordance with the ISO 27000 series of international information security standards (ii) The ISMS shall include appropriate security architecture to protect the confidentiality and integrity of information/ data held on or passing through the Confidential Property of CERSAI Page 53 of 64

RFP Central Registry IT Consultant Central Registry, and to protect the Central Registry and the systems connected to it from accidental or deliberate or distributed denial of service attacks (iii) The ISMS shall provide an analysis of the risks and vulnerabilities which the Central Registry infrastructure will be subject to, and the countermeasures proposed (iv) The Consultant shall provide the approach to security audit and IT health checks for the Central Registry facilities, and monitoring of security incidents and responses. (v) The Consultant shall propose the plan to obtain compliance to ISO 27000 series and IT Act of the Government of India (vi) The Consultant shall prepare the security policy documents that will be complied with during the subsequent implementation and commissioning of the Central Registry facilities. Deliverable D9: Information Security Plan and Policies for the Central Registry 5.8. Developing the business continuity plan for the Central Registry (i) The Consultant shall design the Disaster Recovery Plan (DRP) and Business Continuity Plan (BCP) for the Central Registry, which includes among other things: data replication strategies between the DC, DR, near-site; and DC-DR connectivity and failover procedures. (ii) The BCP and DRP should be based on the following analysis: Identification of critical processes for business continuity and disaster recovery Formulation of RPO and RTO requirements Identification of appropriate network connectivity at backup/ recovery locations to enable business continuity Recommendation of best practices and options for business continuity Identification of requirements for establishing the DR site Defining processes to update the data at DR site Confidential Property of CERSAI Page 54 of 64

RFP Central Registry IT Consultant Defining processes for business continuity preparedness and DR site maintenance Defining the drill for switchover between DC and DR. Deliverable D10: Disaster Recovery Plan and Business Continuity Plan for the Central Registry 5.9. Providing Project management services for the Central Registry, including implementation and post-implementation monitoring, validation, and certification of Central Registry transition, readiness to Go-Live and operational stability (i) The Consultant shall be responsible for the Project management of the Central Registry implementation till the successful transition, commissioning and Go- Live of the full-fledged Central Registry facilities, and assuring operational stability of the new Central Registry for a period of 3 months post Go-Live. (ii) The Consultant shall report directly and shall be accountable to the CERSAI and shall establish methods for Project management communication and coordination between the service provider and CERSAI. The Consultant shall provide guidance to the existing and new service provider in terms of the work to be completed at each phase. The Consultant shall be responsible for advising and seeking CERSAI s approval for any mid-course corrections. (iii) The Consultant shall be responsible for monitoring adherence to timelines and shall ensure timely completion of work as per the Project Plan. The Consultant shall assist CERSAI in overseeing the entire Central Registry implementation and transition of the system from the incumbent service provider to the new service provider (iv) The Consultant shall also undertake on behalf of CERSAI the User Acceptance Testing (UAT) of the application software, by preparing test cases, test database, imparting training to the CERSAI-designated testers, documenting the defects, and troubleshooting its resolution with the service provider. The Consultant shall guide the service provider in setting up the test environment (The test Confidential Property of CERSAI Page 55 of 64

RFP Central Registry IT Consultant environment shall also form part of the Bill of Materials in the RFP for service provider) (v) The Consultant shall be responsible for certifying the completion of implementation, completion of successful transition to the new service provider, readiness of Central Registry to Go-Live and operational stability of the system within 3 months post Go-Live. (vi) The scope of work of the consultant, inter-alia, shall include the following: Review and validation of detailed Project plan, including plan for procurement, installation, commissioning, Go-Live and operational stability, prepared by the service provider/ implementation partners, through use of industry-standard Project management and monitoring tools Scrutiny and verification of the complete bill of materials provided by service provider/ implementation partners, and providing necessary recommendations/ assistance to CERSAI for sign-offs on the same Verification and monitoring of the procurement, installation, configuration, and commissioning activities of the service provider/ implementation partners related to the various hardware, system software, and networking components of the Central Registry, and providing the necessary management reports to CERSAI on these activities Verify the software agreements and licenses, including software updates, and upgrades are procured as per the bill of materials. Review the deliverables of service provider and recommending approvals on deliverables to CERSAI Design the parameters and methodology for load and stress testing of application software and IT infrastructure conforming to attributes such as throughput and response times, scalability, integration, and interoperability, in an industry-standard testing lab environment. Design the processes, checklists and modalities required for certifying the completion of implementation, completion of successful transition, Go- Live readiness of Central Registry and operational stability of the registry within 3 months post Go-Live Confidential Property of CERSAI Page 56 of 64

RFP Central Registry IT Consultant Prepare methodology, framework, and procedures for measurement of Service Level Agreement (SLA) parameters and user satisfaction, and recommend industry-standard tools for SLA monitoring Ensure knowledge transfer and training to the CERSAI-designated officials on the SLA monitoring tools Prepare terms of reference and methodology for engaging 3rd Party auditors for undertaking system, networking, security assessments and audits. Verify and validate the standard operating procedures put in place by service provider. Deliverable D11: Project management reports, covering the following: a) Periodic Project management reports provided on a weekly basis b) Project implementation progress presentations to CERSAI c) Review and validation of the detailed Project plans prepared by the service provider/ other implementation partners, and ensuring finalization of the same d) Review and validation of all Project deliverables prepared by the service provider/ other implementation partners, for conformance to RFP requirements, ISMS security controls, SLA measurement tools, etc., and ensuring finalization of the same e) Acceptance testing methodology and procedures for the complete Central Registry system f) Certification of successful transition of the Central Registry from the incumbent operator to the new service provider g) Certification of Central Registry readiness to Go-Live h) Certification of operational stability of the Central Registry within 3 months post Go-Live i) Terms of Reference (TOR) for selection of agency for 3rd party audits. Confidential Property of CERSAI Page 57 of 64

RFP Central Registry IT Consultant 5.10. Providing professional consulting resources on a Person-month basis (i) The Consultant shall provide 2 professional consulting resources on a Personmonth basis for a period of 18 months, for supporting CERSAI in the development of other planned projects such as edrt and linkages with DRT/ DRAT, land registries, stamp duty offices, MCA registry and SARFAESI case monitoring systems of banks, rollout of KYC registry, best practices study and assist in planning and rollout of training modules, and other any other work assigned by CERSAI from time to time. (ii) The scope of work for the consulting resources shall broadly include assisting CERSAI in the conceptualization, design, development and implementation of the above mentioned projects. (iii) The activities of the consulting resources shall include inter-alia the following: Preparation of TORs, DPRs, EOIs and RFPs for various projects planned by CERSAI in the areas mentioned above, such as DRT/ DRAT sand Bank SARFAESI case monitoring system Assist CERSAI in comparative studies of registry systems and identifying linkages with external systems Requirements gathering, Best practices research, As-is analysis and To-be solution design Guide CERSAI in choosing appropriate technology options for implementing the planned projects Assist in bid process management and selection of implementation vendors Support in contract preparation and finalization Support in project management of the planned initiatives Support in planning and rollout of training modules Deliverable D12: To be planned by CERSAI on a case-by-case basis and shall inter-alia include DPRs, RFPs, EOIs, Technical Reports, Best Practice Study As-is & To-be Documentation for: Confidential Property of CERSAI Page 58 of 64

RFP Central Registry IT Consultant edrt and linkages with DRT/ DRAT, land registries, stamp duty offices, the Ministry of Corporate Affairs (MCA) registry and SARFAESI case monitoring systems of banks Rollout of KYC registry Best practices research Assist in planning and rollout of training modules And other any other work assigned by CERSAI from time to time. Confidential Property of CERSAI Page 59 of 64

RFP Central Registry IT Consultant 6. Deliverables and Timelines The deliverables and timelines for the Consultant based on the above scope of work are: Deliverable No. D1 D2 D3 D4 D6 D7 D8 D9 D10 D5 Deliverable Business and Functional Requirements for the New Central Registry Architecture and Technology Specifications for the New Central IT System Transition Strategy & Plan for the Central Registry IT System Request for Proposal (RFP) for Selection of Service Provider to Implement, and Manage the Central Registry Implementation Strategy and Implementation Roadmap for the Central Registry Strategy, Business Models, Business Cases, and Potential Revenue Streams for the Central Registry Risk Management Strategy and Plan for the Central Registry Information Security Plan and Policies for the Central Registry Disaster Recovery Plan and Business Continuity Plan for the Central Registry Bid Evaluation Reports, consisting of: 1) Pre-qualification evaluation 2) Technical evaluation 3) Commercial evaluation Timelines (in weeks) T + 4 weeks T + 6 weeks T + 7 weeks T + 8 weeks T + 10 weeks T + 12 weeks T + 16 weeks T + 18 weeks T + 20 weeks As per RFP timelines D11 Project management Reports Based on Assignment implementation progress T is date of Assignment Kick-off Meeting Confidential Property of CERSAI Page 60 of 64

RFP Central Registry IT Consultant 7. Key Consulting Resources In order to execute and deliver the consultancy assignment, it is envisaged that the consulting team will require multi-disciplinary skill sets with expertise in varied domains such as large web-based IT architecture and system design, business process reengineering, data analytics, project management and monitoring, along with specific domain expertise in secured transactions and collateral registry design, banking, credit bureaus and government registries. A reasonable team might include the key consulting resources provided in the table below organized based on areas of expertise and composition of team members. The consultant entity shall take the complete responsibility of adequately staffing the team with full-time and part-time resources taking into account the different areas of expertise required for executing and delivering the assignment. A) For Lump-sum Consultancy Assignment S No Area of Expertise 1 IT Architecture and Design Team Composition (with mandatory qualifications and professional expertise) Qualifications: Master s degree in computer science/ engineering from a reputed institute 10+ years in software engineering and/or product development experience, including design and development of web-based applications Professional Expertise: IT/ System Architect with relevant qualifications, certifications and expertise in designing large-scale transaction oriented web-based projects (with project value greater than 20 crores). Expertise in the design and development of high performance web-based applications with database intensive operations. Expertise in designing storage, back-up, replication architectures for large IT systems and integrating servers, Confidential Property of CERSAI Page 61 of 64

RFP Central Registry IT Consultant databases, and storage solutions. Experience in information security policy design & implementation, design of business continuity and disaster recovery, design of security architecture for large webbased applications. 2 Short-term Experts in Secured Transactions, Banking, Registries, etc. Qualifications: Master s degree in business administration/ economics/ finance/ mathematics/ statistics from a reputed institute Professional Expertise: Banking expert with specialized secured transactions knowledge in the areas of secured lending and credit risk for small businesses in banks, collateral management companies, factors, etc. Expertise in legal and regulatory frameworks for secured transactions and collateral registries, SARFAESI legislation, credit risk and contracts. Familiarity with the practices and procedures followed by the banks/ financial institutions in creation and perfection of various kinds of security interest (as defined in the SARFAESI Act, 2002). Collateral registry design specialist with expertise in the design and implementation of a best practice secured transactions and collateral registry system. 3 Data and Business Process Analysis Qualifications: Master s degree in business administration/ mathematics/ statistics/ computer science/ economics/ finance from a reputed institute Professional Expertise: Process expert in business process design and reengineering, business requirements definition for at least 3 large projects in the Banking/Government domain. Data expert with business experience as well as sound technical knowledge of a broad range of big data tools, real-time analytics and business intelligence platforms. Confidential Property of CERSAI Page 62 of 64

RFP Central Registry IT Consultant Experience in designing data processes for real time analytics and reporting applications as well as formulating the necessary requirements and specifications for big data solutions. Experience with data mining skills, data modeling techniques, predictive analytics or similarity search techniques. Experience in projects involving integration of process workflows and data interchange between IT systems. 4 Project management and Implementation Monitoring Qualifications: Master s degree in business administration/ computer science/ finance from a reputed institute Professional Expertise: Project Manager with relevant qualifications and certifications such as PRINCE2, PMI and 15 years of relevant experience of leading a team with more than 10 consultants, meeting tight timelines and ensuring quality of the deliverables. Expertise in RFP procurement and bid process management of system integrators/service providers for large IT transformation Projects in the Banking/ Government domain. Expertise in Project implementation monitoring and providing handholding support for large IT transformation Projects in the Banking/ Government domain. Confidential Property of CERSAI Page 63 of 64

RFP Central Registry IT Consultant B) For Person-month Consultancy Assignment 5 Consulting Resources on a Person-month Basis Qualifications: Master s degree in business administration from a reputed institute 5-7 years of professional experience in which minimum 3 years should be in consultancy business Professional Expertise: Expertise in business process design and re-engineering, business requirements definition. As-is and To-be analysis for at least 3 large projects in the Government IT transformation/ e-governance domain. Expertise in developing RFPs, designing technology solutions involving integration of process workflows and data interchange between IT systems Confidential Property of CERSAI Page 64 of 64