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Air India Limited, Multi Location, Multi State
February, 01st 2019
                               AIR INDIA LIMITED


                          AI / INTERNAL AUDIT / 2019-20




                  TENDER FOR APPOINTMENT OF INTERNAL AUDITORS
         OF AIR INDIA AT DELHI, MUMBAI, CHENNAI, HYDERABAD AND KOLKATA
                     FOR THE PERIOD JANUARY 2019 - MARCH 2020


         REGISTERED OFFICE    AIR INDIA LIMITED, AIRLINES HOUSE ,
                              113 - GURUDWARA RAKABGANJ ROAD,
                              NEW DELHI-110001




25/01/2019 16:21                                                    Page 1 of 38
                                            DISCLAIMER
The information contained in this TENDER or subsequently provided to bidder(s) whether
verbally or in documentary or in any other form or on behalf of Air India, is provided to the
bidder(s) on the terms and conditions set out in this TENDER and such other terms and
conditions subject to which such information is provided.


This TENDER is not an agreement and is neither an offer nor invitation by Air India to the
prospective bidder(s) or any other person. The purpose of this TENDER is to provide interested
parties with information that may be useful to them in making their technical and financial offers
pursuant to this TENDER.


While the document has been prepared in good faith, no representation or warranty, express or
implied, is or will be made, and no responsibility or liability will be accepted by Air India (AI) or any
of its employees, in relation to the accuracy or completeness of this document and any liability
thereof is expressly disclaimed. No contractual obligation on behalf of Air India, whatsoever, shall
arise from the offer process unless and until a formal contract is signed and executed by duly
authorized officers of Air India and the bidder.


Air India make no representation or warranty and shall have no liability to any person, including
any bidder under any law, statute, rules or regulations or tort, principles of restitution or unjust
enrichment or otherwise for any loss, damages, cost or expense which may arise from or be
incurred or suffered on account of anything contained in this TENDER or otherwise, including the
accuracy, adequacy, correctness, completeness or reliability of the TENDER and any
assessment, assumption, statement or information contained therein or deemed to form part of
this TENDER or arising in any way in the bidding process.


Air India also accepts no liability of any nature whether resulting from negligence or otherwise
howsoever caused arising from reliance of any bidder upon the statements contained in this
TENDER.




 25/01/2019 16:21                                                                           Page 2 of 38
                                      Important Information
                   AIR INDIA TENDER FOR APPOINTMENT OF INTERNAL AUDITORS
1      TENDER Ref. No                        AI / INTERNAL AUDIT / 2019-20
                                             Dated 28-01-2019
2      Last date for receipt of queries 04-02-2019
       from bidder
3      Last      date    for  hosting     of 11-02-2019
       clarifications / amendments, if any.
4      Last date and time for bid 18-02-2019 at 1200 hrs.
       submission
5      Place of submission of Bids           Office of Executive Director (Materials Management)
                                             Materials Management Department
                                             Air India Ltd.
                                             Safdarjung Airport,
                                             New Delhi-110003
6      Date and Time of Technical Bid 18-02-2019 at 1230 hrs.
       Opening
7      Earnest Money Deposit (EMD)           Rs. 50,000/- (Fifty thousand only) for each location
                                             for which bid is submitted.
8      Address for Communication             Mr. Pradeep Kumar Mittal
                                             AGM (Internal Audit)
                                             Air India Ltd.,
                                             IGI Airport, Terminal 1
                                             New Delhi 110037
                                             Email: pradeep.mittal@airindia.in




Bids will be opened in the presence of bidders' representatives who choose to attend. The
bidders' representatives must carry a letter of authority on the bidder's letter-head from the
authorized signatory of the bidder, or any other valid document, authorizing them to attend the bid
opening, failing which they will not be permitted to participate in bid opening process.




    25/01/2019 16:21                                                                   Page 3 of 38
                                            INDEX


        A. Contents

           1. Background Information
           2. Objective of Tender
           3. Structure of the Document
           4. Submission Procedure and Information for Bidders
           5. Scope of Work
           6. Technical Evaluation Criteria-Mandatory
           7. Bidding Process
           8. Evaluation process and selection criteria
           9. Signing of Contract
           10. Implementation of Internal Audit Assignments and Reports
           11. Confidentiality - NON DISCLOSURE AGREEMENT (NDA)
           12. Subcontracting or Assignment
           13. Indemnity
           14. Obligation of Air India as auditee




        B. Annexures


           ANNEXURE­I General Terms and Conditions
           ANNEXURE-II-Scope of Work
           ANNEXURE-III Technical Evaluation Criteria - Mandatory
           ANNEXURE-IV Bidder's Profile
           ANNEXURE-V Certificate of Undertaking and Compliance
           ANNEXURE-VI Authorisation letter for attending bid opening
           ANNEXURE-VII Non-Disclosure Agreement
           ANNEXURE-VIII Check List of Documents
           ANNEXURE-IX Financial Bid Format


        C. Appendix

            APPENDIX ­1 (Attached to Annexure-II) Scope of Work.
            APPENDIX- A (Attached to Annexure ­IV) Bidder Profile.




25/01/2019 16:21                                                          Page 4 of 38
                                                    TENDER No. AI / INTERNAL AUDIT / 2019-20


1. Background Information

Air India Limited (AIL) is a fully owned Government of India public sector undertaking. Air India
Limited (hereinafter referred to as "Air India") has been incorporated under the Companies Act
1956. Earlier, the erstwhile Indian Airlines Ltd. and erstwhile Air India Ltd. were amalgamated
effective 1st April, 2007 into National Aviation Company of India Ltd.(NACIL) renamed Air India.
Air India, now a Star Alliance Partner, is a full service airline and currently operates to 80 stations
on the domestic network and 44 stations worldwide with substantial presence in Gulf, South East
Asia, Far East, Australia, America & Europe. Air India has a fleet consisting of various types of
aircraft including Boeing, Airbus, CRJ & ATRs. Air India competes with both Full Service Carriers
as well as Low Cost Carriers (LCCs) on domestic as well as international routes. As on 31st Mar
2018, Air India had estimated Total Revenue of about Rs.24,000 crores in 2017-18. Turn-Around
Plan (TaP) for transition to targeted profitability by improving operational efficiencies, Financial
Restructuring Plan (FRP) for Lenders' support for easing debt burden, and Government support
entailing equity infusion are being implemented in phases for turning around the airline's
operations. The Paid up Equity Capital as on 31.03.2018 of Air India is about Rs.28,690 crores.

Air India Ltd has three operational airline units consisting of Air India (AI) operating full service
flights, with narrow and wide-body aircraft covering both Domestic and International markets; Air
India Express (IX), a fully owned airline subsidiary company, that operates low- cost services,
primarily to Gulf and South East Asia and Airlines Allied Services Ltd.(AASL), a fully owned
airline subsidiary company operating domestic feeder services using turbo props and regional
jets. Air India also has a fully owned operational hotel subsidiary namely Hotel Corporation of
India Limited (HCI) operating as Centaur Hotels & flight kitchens. Air India also has a fully owned
subsidiary company ­ Air India Air Transport Services Limited (AIATSL) providing ground
handling services to Air India and to other airlines at Indian airports and a fully owned subsidiary
company ­ Air India Engineering Services Limited (AIESL) providing engineering services to Air
India and to other airlines. Air India also has a 50:50 joint venture with SATS (Singapore Airport
Terminal Services) for carrying out ground handling activities at Hyderabad, Bangalore, Delhi,
Trivandrum and Mangalore. The transactions with the above subsidiaries would also require to
be reviewed by the selected Internal Auditors being inter-company and related party transactions.

For controlling the financial and accounting issues for these operations including the transactions
handled at stations, Air India has its Regional Accounting offices in India at Delhi, Mumbai,
Chennai, Hyderabad and Kolkata. There are several systems of international standards which
are being used in Air India, which include Passenger Reservation System through SITA, Sabre
Flight Planning System, Revenue Management Accounting System reports through outsourcing
agency, RAMCO System for managing, controlling and reporting of aircraft inventories and Fuel
Efficiency and Gap Analysis (FEGA) conducted with the help of IATA. In December, 2012,
accounting has been automated through SAP ERP integrating financial accounting all over the
Air India network including payroll processing with interfaces for other real-time integration of
processes into financial accounting.

Air India has outsourced processing of its all revenue documents to M/s Accelya solutions ltd.
and scrutiny of all pax sales document for correctness of collected fares to M/s. Sutherland
Global Services.
For details related to operative network and financial results prospective bidder may refer to Air
India's website www.airindia.in.




 25/01/2019 16:21                                                                          Page 5 of 38
2. OBJECTIVE OF TENDER

This TENDER is floated for the purpose of outsourcing Internal Audit activities of Air India in Delhi,
Mumbai, Chennai, Hyderabad and Kolkata in compliance to the applicable provisions of
Companies Act and Standards of Internal Audit. So, Air India now invites proposals from the CAG
empanelled firms/LLPs who meet the required eligibility criteria and are having required skilled
resources and capabilities for carrying out this assignment as indicated under the given work-
scope for Internal Audit of Air India and who may be qualified to participate in the evaluation
exercise.

The selected bidder will take up the Internal Audit assignment under this TENDER for Air India's
operations controlled through offices located at Delhi, Mumbai, Chennai, Hyderabad and Kolkata.
It may be clarified that no Joint venture or consortium or association (before bid or after bid) would
be allowed for the purposes of this TENDER.

Based on above, Air India invites offers for each of the afore-stated five locations i.e. Delhi,
Mumbai, Chennai, Hyderabad and Kolkata from interested and the eligible CAG empanelled
firms/LLPs to conduct risk based assessment, identifying the potential risk areas and agree on
concurrent Internal Audit Plan for an initial period from January 2019 to March 2020 extendable
for a further period of one financial year subject to satisfactory performance of the Internal Audit
assignment.

3. STRUCTURE OF THE DOCUMENT

       1      Annexure I                         General Terms and Conditions
              Annexures II ­ VIII                Technical Bid Requirements :-
       2      (include Appendix-1 & A)           Work scope & Reports, Technical
                                                 Evaluation Criteria, Bidders Profile,
                                                 Resources details, Bidders Undertaking for
                                                 compliance and Bidders authority letter,
                                                 NDA and Checklist of documents
       3      Annexure IX                        Financial Bid Format

   Please complete the Annexures with the required information and submit as a part of the bid.

4. SUBMISSION PROCEDURE AND INFORMATION FOR BIDDERS

   a. A bidder may submit bids for one or more locations.

   b. Bidders are required to submit their bids in HARD COPIES in two separate sealed
      envelopes consisting Technical Bid and Financial Bid duly super-scribing "TENDER No.
      XXXXXXX (Technical Bid)" and "TENDER No. XXXXXX (Financial Bid)" respectively.

   c. The envelope containing Technical Bid must also contain all the documents provided in
      evidence as required as per details in TENDER document.

   d. There should be no indication whatsoever, of any pricing information in the Technical Bid.

   e. These two separate sealed envelopes containing the Technical Bid and Financial Bid,
      shall further be sealed in another master envelope, duly super-scribed with the "TENDER
      reference No. XXXXXXXX, due for opening on XXXXXXXX 2019 at 1230 hrs." and should
      be submitted in the TENDER box placed at the address given below. Last date of receipt
      of bids is XXXXXX 2019 latest by 1500 hours IST.

             Office of Executive Director (Materials Management)
             Materials Management Department
             Air India Limited
             Safdarjung Airport, New Delhi ­ 110 003, INDIA
 25/01/2019 16:21                                                                         Page 6 of 38
  f.   Bids should be submitted on Firm's letter head, duly signed and stamped on every page
       by authorized signatory of Bidder.

  g. Name of the locations for which bids have been submitted must be stated on
     each of the three sealed envelopes i.e. Master Envelope containing the Technical
     bid & Financial bid, envelope containing Technical bid and envelope containing
     Financial bid.

  h. After downloading this document, please communicate your intention to participate in this
     TENDER with your name, telephone number, postal and email addresses to the following
     email IDs:-
     js.dahiya@airindia.in, ak.mondal@airindia.in, pradeep.mittal@airindia.in

  i.   Air India is not responsible for the quotation lost in transit or not received in time including
       postal delay.

  j.   Any queries with regard to this TENDER may be addressed to:

               Mr. Pradeep Kumar Mittal
               AGM(Internal Audit),
               Northern Region,
               Air India Ltd.,
               IGI Airport, Terminal 1
               New Delhi 110037
               Email: pradeep.mittal@airindia.in




5. SCOPE OF WORK

  Detailed work-scope has been given in Annexure-II.

6. TECHNICAL EVALUATION CRITERIA - MANDATORY

  6.1 The qualification for selecting a bidder will primarily depend upon the level of expertise
      and experience, capacity and capability of the bidder to successfully execute the Internal
      Audit assignment for Air India. The qualification criteria for eligibility of the bidder to
      participate in the TENDER process are attached as Annexure III. The eligibility criterion
      as indicated in the Annexure-III is for each of the locations for which bid is being
      submitted.
  6.2 Non-fulfilment of the prescribed Technical Evaluation Criteria and not providing any of the
      requisite documents or furnishing incomplete/incorrect submissions as per the above list
      would lead to disqualification of bid / proposal and no correspondence whatsoever would
      be entertained by Air India in this regard. Air India reserves the right to call for clarification
      / submission of additional documents, if deemed fit from the bidder.
  6.3 A Compliance certificate duly signed and stamped by the authorized signatory of
      acceptance of all the terms and conditions of the TENDER should be submitted on the
      bidder's letter head in the format as given at Annexure V.
  6.4 The bidders must comply with all criteria mentioned in the TENDER and shall furnish all
      relevant documents in support of the information submitted in the bid / proposal. Air India
      reserves the right to verify/evaluate the information submitted by the bidders
      independently and the decision of Air India taken in that regard shall be final, conclusive
      and binding upon the bidder.

 25/01/2019 16:21                                                                           Page 7 of 38
7    BIDDING PROCESS (TWO STAGES)

     For the purpose of the selection of the successful bidder for Internal Audit assignment as per
     Air India requirements, a two-stage bidding process will be followed. The bidders are required
     to submit their proposals in response to the TENDER in two parts:

             Technical Bid (Part-I)
             Financial Bid (Part-II)

     The bidders will have to submit the Technical and Financial Bids along with supporting
     documents in physical form.

7.1 TECHNICAL BID (Part I)

     The bidder will have to submit the Technical Bid in sealed envelope, duly super scribing
     "Tender No.XXXX (Technical Bid)". Technical Bid will also contain all the Annexures and
     supporting documents as required under this TENDER. Technical bid needs to be provided
     with full details and supporting documents as per the requirements of this TENDER for each
     of such locations.

     Technical Bid should contain true photocopy of Financial Bid with Charges/Fees written as
     'XXXXX' (bidder should ensure that no Charges/Fees figures have been mentioned in the
     copy submitted with the Technical Bid, failing which bid is liable to be rejected).

     In the first stage, only Technical Bids will be opened and evaluated. The Technical Bids
     submitted shall be evaluated in respect of each of the locations for which Internal Auditor
     appointment has been sought under this TENDER. Only those bids satisfying the technical
     eligibility requirements as specified and determined by Air India as meeting the terms and
     conditions of this document shall be evaluated for next stage.


     The Technical Bid should consist of the following:
     i. Earnest Money Deposit as specified in this document
     ii. Technical Evaluation Criteria as per Annexure III on bidder's letter head along with
          supporting documents.
     iii. Bidder's Profile as per Annexure IV on bidder's letter head.
     iv. Certificate of Undertaking and Compliance as per Annexure V on bidder's letter head
          including acknowledgement to execute Work Scope and specifications as per Annexure-
          II
     v. Check List of documents as per Annexure VIII on bidder's letter head

7.2 FINANCIAL BID (Part II)

     To be sealed and super scribed with "Tender No.XXX (Financial Bid)" must confirm to the
     followings:
     i. Fees/ charges to be quoted as per Annexure-IX in the given Financial Bid format only.
     ii. Unconditional discount, if any, should be clearly indicated and would be applied to the
          quoted Charges/Fees during evaluation.
     iii. Conditional discount, if offered, will not be considered for the evaluation.

     The Financial Bids of only those bidders, whose Technical Bids are qualified, will be opened.




    25/01/2019 16:21                                                                    Page 8 of 38
8    EVALUATION PROCESS AND SELECTION CRITERIA

8.1 Technical Bids Evaluation ­

     The Technical Bids will be evaluated in respect of each of the locations i.e. Delhi, Mumbai,
     Chennai, Hyderabad and Kolkata for their `compliance to the technical requirements' of the
     TENDER as indicated in Annexures I to VIII. Air India reserves the right at its sole discretion
     to seek whatever information, documents, etc. from the bidder, as it may consider necessary
     for the purpose of evaluation of the bids.

     The evaluation of Technical Bids shall be done in respect of each of the locations for which
     bids have been invited under this TENDER.

     Technical Bid evaluation would be based on Bidders meeting all the Technical Evaluation
     criteria (TEC). Bidders not meeting any of the essential TEC listed at Annexure-III will be
     summarily rejected. The remaining bids, meeting all the TEC, and otherwise meeting all the
     terms and conditions of the TENDER, would qualify the technical evaluation.

8.2 Financial Bids Evaluation

     a) The date and time of opening of the Financial Bids would be intimated in advance to the
        bidders who have qualified, and their authorized representatives only would be permitted
        to participate in the opening of the Financial Bids.

     b) The Financial Bids of only those bidders who qualify and are shortlisted in respect of any
        of the five locations i.e. Delhi, Mumbai, Chennai, Hyderabad and Kolkata, after complete
        technical evaluation of their Technical Bids, would be opened.

     c) The bid for each location with the lowest financial charges shall be evaluated for
        appointment as Internal Auditor for such location. Accordingly, appointment for each
        required location i.e. Delhi, Mumbai, Chennai, Hyderabad and Kolkata would be finalised
        and appointment letters / contracts executed.

     d) In case of `Tie' in the lowest evaluated financial bid amongst two or more bidders for any
        particular location, the bidder with more CAG ranking points will be selected as L1.

9    SIGNING OF CONTRACT

     The successful bidder for each location i.e. Delhi, Mumbai, Chennai, Hyderabad and Kolkata,
     shall be required to enter into a contract with Air India ("Contract"), within 30 days or within
     such extended period as may be specified by Air India. The letter of acceptance and such
     other terms and conditions as may be determined by Air India to be necessary for the due
     performance of the work in accordance with the bid and the acceptance thereof including
     required changes in the work-scope, as required by Air India, would be incorporated in the
     contract. Contract document conforming to all agreed terms and conditions including those of
     TENDER shall be agreed upon and executed with the successful bidder. Pending execution of
     detailed contract, Air India may issue appointment letter to selected bidder on same terms and
     conditions as specified in TENDER, in which case, such letter is to read as with TENDER
     Terms and Conditions and bidder's response thereto will be the governing documents.

     The term of the Contract shall be initially for the period from January 2019 to March 2020. Air
     India reserves the right to extend the validity of contract for further period of one more
     financial year.

     Air India reserves the right to stipulate, at the time of finalization of the contract, any other
     document(s) to be enclosed as part of the final contract.

    25/01/2019 16:21                                                                      Page 9 of 38
10 IMPLEMENTATION OF THE INTERNAL AUDIT ASSIGNMENT AND REPORTS

     The selected bidder will be required to submit acceptance of award of contract within the
     period of 10 business days from the date of communication of award/appointment letter. Delay
     on part of the selected bidder in taking up Internal Audit assignment will attract a penalty
     towards liquidated damages and Air India would also be entitled to terminate the contract.

     The Internal Audit Programme implementation would be monitored closely by respective Air
     India Regional Heads of Internal Audit at Delhi, Mumbai, Chennai, Hyderabad and Kolkata,
     who would certify such implementation.

11 CONFIDENTIALITY / NON DISCLOSURE AGREEMENT (NDA)

11.1 Selected Bidder for each location will have to execute the Non-Disclosure Agreement (with
     no amendments) as per the format of Air India (Annexure VII)
11.2 The selected bidder (and his employees) shall not, unless Air India gives permission in
     writing, disclose any part or whole of any document, of the proposal and/or contract, or any
     specification, plan, drawing, pattern, sample or information furnished by the airline, in
     connection therewith to any person other than a person employed by the bidder in the
     performance of the proposal and/or contract. The employees engaged by the bidder in
     performance of this contract will maintain strict confidentiality for all data / information which
     come into their possession during the course of such performance.
11.3 The bidder, his employees and agents shall not without prior written consent from Air India
     make use of any document or information given by the user, except for purposes of
     performing the contract award.
11.4 In case of breach, Air India may take legal action as deemed fit.

12    SUBCONTRACTING OF ASSIGNMENT

      No Sub-contracting of Assignment in part or whole of the work will be permitted. In the case
      of reconstitution of the selected bidder, Air India, at its discretion may allow the changed
      entity to continue to perform on same terms and conditions. Otherwise, such sub-contracting
      would be sufficient grounds for termination of contract under this TENDER for Air India
      without any notice.

13    INDEMNITY

      The bidder, in the event of being selected under this TENDER, assumes responsibility for
      and shall indemnify and keep Air India harmless from all liabilities, claims, costs, expenses,
      taxes and assessments including penalties, punitive damages, attorney's fees and court
      costs which are or may be required to be paid by reasons of any breach of the bidder's
      obligation under this tender or for which the bidder has assumed responsibilities under this
      contract including those imposed under any contract, local or national law or laws, or in
      respect to all salaries, wages or other compensation to all persons employed by the bidder
      in connection with the performance of any system covered by the contract. The bidder shall
      execute, deliver such other further instruments to comply with all the requirements of such
      laws and regulations as may be necessary there under to conform and effectuate the
      contract and to protect Air India during the tenure.

      In the event of any third party raising claim or bringing action against Air India including but
      not limited to action for injunction in connection with any rights consequential to performance
      or non-performance of the assigned tasks by the selected bidder or its employees, the
      bidder agrees and undertakes to defend and / or to assist Air India in defending at the
      bidder's cost against such third party's claim and / or actions and against any law suits of
      any kind initiated against Air India.
 25/01/2019 16:21                                                                        Page 10 of 38
14   OBLIGATIONS OF AIR INDIA AS AUDITEE

       I. Pay fees for the services rendered as stated in Clause 11(Invoicing and Payment) of
          Annexure-I.
      II. Provide office working space, office equipment, telephone line, internet connection and
          access (Ids, PCs) to applicable systems such as SAP, RAMCO and such other
          applications at Air India Offices at Delhi, Mumbai, Chennai, Hyderabad and Kolkata.
     III. Provide information/documents/records/books of accounts, etc., that would be
          required by the Internal Auditors during the course of the Audit. The Internal
          Auditors shall verify the records in the concerned Division and photocopies, if
          needed, could be provided on special requisition and at Air India's discretion.




 25/01/2019 16:21                                                                    Page 11 of 38
                                                                                    ANNEXURE - I
                                                                           TENDER No. XXXXXX
                             GENERAL TERMS AND CONDITIONS

1. GENERAL TERMS :

  a. Air India's Right to Accept or Reject Any or All Bids

       Air India reserves the right to accept or reject any bid and annul the bidding process or
       even reject all bids at any time prior to award of contract, without thereby incurring any
       liability to the affected bidder or bidders or without any obligation to inform the affected
       bidder or bidders about the ground for the Airline's action. Air India reserves the right to
       accept or reject any proposal by the bidder.

  b. Liabilities of Air India

       This TENDER is not an offer by Air India, but an invitation for Bids. No contractual
       obligation on behalf of the airline, whatsoever, shall arise from the TENDER process
       unless and until a formal contract is signed and executed by duly authorized officers of Air
       India and the Bidder. However, until a formal contract is prepared and executed, this offer
       together with airline's written acceptance and notification of award shall constitute a
       binding contract with the bidder.

  c.   Amendment of Bidding Document

       At any time prior to one week of the closing date for receipt of the bid, Air India may, for
       any reason, whether at its own initiative or in response to a clarification requested by any
       of the prospective bidder, modify the TENDER document by an amendment.
       The amendment will be notified by posting the same on website www.airindia.in. In order
       to afford prospective bidders reasonable time to take the amendments into account in
       preparing their bids, Air India may, at its discretion, extend the target date for the
       submission of the bid and the same will be notified on the said website.

  d. Contents of Bidding Document

       The bidder is expected to go through all the instructions, terms, forms and specifications of
       the TENDER document. Failure to furnish all information required by the TENDER
       document or submission of bid not substantially responsive to the TENDER document in
       every aspect will be at bidder's risk and may result in the rejection of the bid.

  e. Language of Bids

       The bids prepared by the bidder and all correspondence and documents relating to the
       bids exchanged by the bidder and Air India, must be written in English.






  f.   Bid Charges/Fees

       Bidder should quote charges/fees, which will be valid for the entire period of contract from
       the date of signing of contract. The charges/fees indicated should be all-inclusive and
       cover the manpower and other resources costs including costs of preparation of reports.
       Applicable Taxes to be quoted separately. Air India will not be making any other payment
       except those mentioned in the financial bid.




 25/01/2019 16:21                                                                      Page 12 of 38
 g. Validity of Bids

      Bids shall remain valid for 120 days from date of submission mentioned in this document.
      A bid valid for shorter period will be summarily rejected by Air India. The bidders may be
      required to give consent for the extension of the period of validity of the bid beyond initial
      120 days, if so desired by Air India in writing or by email. Refusal to grant such consent
      would result in rejection of bid without forfeiture of the EMD. However, any extension of
      validity of bids will not entitle the bidder to revise/modify the bid for higher amount or any
      unfavourable terms for Air India.

 h.   Revealing of Charges/Fees

      The rates and/or Charges/Fees in any form or for any reasons should not be disclosed in
      the technical or other parts of the bid except in the Financial Bid, otherwise, it will lead to
      the bid being rejected.

 i.   Local conditions

      The bidder must acquaint himself with the local conditions and factors, which may have
      any effect on the performance of the contract and / or the cost. No exceptions will be
      acceptable on any account for variation in these conditions.

 j.   Sealing and Marking of Bids

      The complete bid documents to be serially numbered and each page shall be stamped
      and signed. Non-compliance may lead to such bid being rejected.

 k. Last date of receipt of Bids

      Bids must be received by Air India at the address specified not later than the time and
      date specified there in. Air India, may at its discretion extend the bid submission date. The
      modified target date & time, if any, will be notified on the web site of Air India.

 l.   Late Submission of Bids

      Any bid received by Air India after the notified closing date and time will be rejected and /
      or returned unopened to the bidder at his risk and responsibility

 m. Modification and Withdrawal

      The bid shall contain no alterations, erasures or over writing except as necessary to
      correct errors made by the Bidder, in which case such corrections shall be duly confirmed
      under signature/initials of the person(s) signing the bid, failing which the Tender Bid is
      liable to be rejected. Bids once submitted will be treated as final and no further
      correspondence will be entertained on this. No bidder (including successful bidder) shall
      be allowed to withdraw the bid. The bid's earnest money in such eventuality shall be
      forfeited and all interests/claims of such bidder shall be deemed as foreclosed.

 n. Bid Currency

      Charges / Fees shall be expressed in Indian National Rupees only

 o. Preliminary Examination

     The bids will be examined by Air India to determine whether they are complete, and
     whether the bids are generally in order. A bid determined as not substantially responsive
     will be rejected.
25/01/2019 16:21                                                                  Page 13 of 38
 p. Contacting Air India, lobbying or putting outside influence

            Any effort on the part of the bidder to influence bid evaluation process or award of contract
            decision may result in the rejection of the bid.

 q. Cost of Bid

            The bidder will bear all cost(s) associated with the preparation and submission of bid,
            including cost of presentation(s), reference site visit, etc. for the purposes of clarification of
            the bid. Air India will not be responsible or liable for these costs, regardless of the conduct
            or outcome of the bidding process.

 r.         Cost of contract etc.

             All cost relating to signing of contract and other documents including NDA etc will be
             borne by selected bidder. All charges related to making of entry pass/permit wherever
             required in the course of audit will also be borne by selected bidder.


 s. Clarifications by Air India

            If deemed necessary, Air India may seek clarifications on any aspect from the bidder.
            However that would not entitle the bidder to change or cause any change in the substance
            of the bid already submitted or the Charges/Fees quoted. The bidder may also be asked to
            give presentation for the purpose of clarification of the bid. All expenses for this purpose,
            as also for the preparation of the documents and other meetings/presentations, will be
            borne by the bidders.

 t.         Clarifications on TENDER by bidders

            Interested bidders can seek clarification on TENDER from Air India by submitting their
            queries either in official hard copies or e-mails. The queries should be submitted on or
            before the last date for submission of queries for clarifications as mentioned in bid details.
            Clarifications, will be published under `TENDER' on the Air India website
            (http://www.airindia.in), upto 7 days before closing date. No individual clarifications will be
            sent to the Bidders.
            Any query submitted after the expiry of the time line for submission of queries will be
            rejected.

 u. Submission of Bids

             The process has been elaborated in the main TENDER.

 v. Other Terms

      i.       The bids should be neatly presented on Letter Head of bidder.

      ii.      It shall be deemed that by submitting the bid, the bidder agrees and releases Air India,
               its employees, agents and advisers, irrevocably, unconditionally, fully and finally from
               any and all liability for claims, losses, damages, costs, expenses or liabilities in any
               way related to or arising from the exercise of any rights and / or performance of any
               obligations hereunder and / or in connection with the bidding process, to the fullest
               extent permitted by applicable law, and waives any and all rights and / or claims it may
               have in this respect, whether actual or contingent, whether present or in future.



25/01/2019 16:21                                                                                Page 14 of 38
    iii.   Air India shall not be liable for any omission, mistake or error in respect of any of the
           above or on account of any matter or thing arising out of or concerning or relating to
           the TENDER or the bidding process, including any error or mistake therein or in any
           information or data given by Air India.

    iv.    The bidder shall provide all the information sought under this TENDER. Air India will
           evaluate only those bids that are received in the required formats and complete in all
           respects. Incomplete and / or conditional bids shall be liable for rejection.

     v.    Bidders are advised that technical qualification of bidder will be entirely at the
           discretion of Air India. Bidder will be deemed to have understood and agreed that no
           explanation or justification on any aspect of the bidding process or selection will be
           given by Air India.

    vi.    Any information contained in the bid submitted by the bidders shall not in any way be
           construed as binding on Air India, its agents, successors or assignees, but shall be
           binding against the bidders if any project is subsequently awarded to it under the
           bidding process on the basis of such information.

   vii.    Air India reserves the right not to proceed with the bidding / TENDER process at any
           time without notice or liability and to reject any or all TENDER(s) / bid(s) without
           assigning any reasons whatsoever.

   viii.   All documents and other information supplied by Air India or submitted by any Bidder
           to Air India shall remain or become the property of Air India. Bidders are to treat all
           information as strictly confidential and shall not use it for any purpose other than for
           preparation and submission of their bids. Air India will not return any bid or any
           information provided along therewith.

    ix.    Air India shall not entertain any correspondence with any bidder in relation to the
           acceptance or rejection of this TENDER / bid.

2. EARNEST MONEY DEPOSIT (EMD)

  The bidders are required to submit an Earnest Money Deposit (EMD) of Rs. 50,000/- (Rupees
  Fifty thousand only) for each location for which the Bidder is submitting the Bid by way of
  Demand Draft / Bankers Cheque in favour of Air India Limited along with the technical bid,
  before last date and time of bid submission. For the sake of clarity, it is stated that if a bidder
  is bidding for (n) number of locations, then the bidder is required to submit EMD of n x
  Rs.50,000.
  This EMD amount should be kept in the envelope containing Technical Bid. Any bid not
  accompanied with requisite EMD will be rejected.

  EMD shall be forfeited as pre-estimated damages without prejudice to any other right or
  remedy that may be available to Air India under the TENDER or the Contract or otherwise,
  under any of the following circumstances:
  a. If a bidder withdraw its bid after opening of the TENDER but before the award of Contract.
  b. In case of successful bidder, if it fails within the specified time limit to sign the contract, if
      awarded; or
  c. In case, the successful bidder, having signed the contract, commits any breach thereof.
  In case of unsuccessful bidder, EMD will be returned without any interest within 60 days of the
  completion of TENDER process i.e. after the award of Contract and its acceptance thereof by
  the successful bidder. EMD refund shall be in the form of an account payee cheque/bank
  transfer in favour of the unsuccessful bidders and information shall be mailed to the address
  given in the technical bid.



 25/01/2019 16:21                                                                        Page 15 of 38
   The EMD, in case of successful bidder, will be returned without any interest within 60 days
   upon commencement of awarded assignment subsequent to the appointment letter and/or
   contract signing.

3. Negotiation and Release of Contract:

   The Bidders are advised to submit their best quotes in response to this TENDER. The lowest
   evaluated financial bidder would be called for discussions on the proposed methodology for
   work plan etc. for carrying out the assignment, as per the scope of work at Annexure-II. The
   award of the work will be at the sole discretion of Air India.

4. Documentation:
   All relevant documents (whether required under the TENDER or sought for by Air India at a
   later stage) will be submitted by the bidders at their own cost. Air India reserves the right to
   verify all statements, information and documents submitted by the bidders in response to the
   TENDER and the bidder shall, when so required by Air India, make available all such
   information, evidence and documents as may be necessary for such verification. Any such
   verification or lack of such verification, by Air India shall not relieve the bidder of its obligations
   or liabilities hereunder nor will it affect any rights of Air India hereunder.

5. Rejection of bids (Technical Bid & Financial Bid):

   The Tender response to the Technical Bid & Financial Bid will be rejected forthwith without
   evaluation on the following grounds:
   a. If the Technical bid or the Financial Bid has been received after due date and time of
      closing of the TENDER.
   b. If only the Technical bid has been received and Financial Bid has not been received, and
      vice versa. If the Technical Bid or the Financial Bid has been received by fax or email.
   c. If the Technical bid has been received without relevant data.
   d. If the Technical bid or the Financial Bid received unsigned.
   e. If the Financial bid received in an open condition in the master envelope containing the
      Technical Bid or if both the Technical Bid & Financial Bid are received in the same
      envelope and/or in an open condition.
   f. If the Technical Bid received without EMD, or the EMD submitted in a mode other than
      specified in the TENDER.
   g. The validity of the bid is lesser than 120 days.
   h. Quoting lumpsum fees for two or more locations without location-wise breakup.
   i. Such other grounds noted at the discretion of Air India not meeting TENDER
      requirements.

6. Inspection Clause:
   As part of the evaluation of the Technical Bids, Air India reserves the right to inspect at its own
   cost the facility / facilities of the Bidders in order to assess their infrastructure and capability
   for fulfilling the contract as indicated in this TENDER.

7. Termination / Exit clause of contract:
   The contract may be terminated under the following circumstances:

    I. In the event of unsatisfactory performance of the contract / deficiency of service by the
       successful Bidder, Air India will have the right to terminate the contract by giving one (1)
       month prior written notice without any liability to Air India.

   II. If there is a change in Air India's requirement, Air India will be entitled to terminate the
       contract by giving three (3) months' advance notice in writing. In case of such termination,
       the financial obligation will be proportionate to the work completed by the selected bidder.



 25/01/2019 16:21                                                                           Page 16 of 38
   III. In case of breach of contractual terms and conditions of the contract, Air India shall be
        entitled to rescind the contract at any time without assigning any reason whatsoever and
        without any liability to Air India.
8. Arbitration:
    Any dispute arising between the parties in respect of the construction, interpretation,
    application, meaning, scope, operation or effect of this TENDER document and/or the bidding
    process, or the validity or breach thereof, shall first be settled by mutual consultation. If the
    dispute remains unresolved after a period of 90 (ninety) days from the date when the mutual
    consultation has started, the matter shall be referred for settlement to 'SCOPE FORUM OF
    CONCILIATION AND ARBITRATION', Govt. of India, and the award made in pursuance
    thereof shall be final and binding on the parties.



9. Jurisdiction

   Any dispute whatsoever shall be subject to the jurisdiction of the courts of New Delhi, India
   only.

10. Force Majeure

   Any failure or delay by bidder or Air India in performance of its obligations, to the extent due to
   any failure or delay caused by fire, flood, earthquake or similar elements of nature, or acts of
   God, war, terrorism, riots, civil disorders, rebellions or revolutions, acts of governmental
   authorities or other events beyond the reasonable control of non-performing Party, is not a
   default or a ground for termination. The affected Party shall notify the other party within
   reasonable time period of the occurrence of a Force Majeure Event.

11. Invoicing and Payment Clause:

   a. The payment of Audit Fees as fixed during the total contract period: After completion
      of Audit Work and submission of Audit Report for each quarter duly accepted by AI
      management, 15% of the awarded audit fees would be disbursed for the each of the 5
      quarters. The balance audit Fees which is 25% of the awarded audit fees will be paid on
      completion of entire Audit, including conduct of audit up to and including final accounts of
      2019-20 and subsequent discussion and acceptance of 'Final Internal Audit Report' by the
      Audit Committee.
   b. 15% of the awarded audit fees will be paid after completion of Audit Work and submission
      of Audit Report for each quarter duly accepted by AI.
   c. Invoice for Audit Fees will be submitted to the respective Regional Heads of Internal Audit
      along with the final signed periodic report, such other supporting documents indicating
      that audit work has been completed as per the agreed terms and conditions and a
      certificate stating that awardee had completed the audit assignment as per given work
      scope and/ or any other assignment from time to time as per terms of this TENDER.
   d. For the awarded location, the selected bidder will not be paid for local travelling, transport,
      office and stationary expenses for report preparation and/or presentations, or visits for
      meetings for any purposes related to the Internal Audit assignment. With specific approval
      of Air India for travel outside the awarded location in connection with the Internal Audit
      assignment, Air India will provide the required air tickets on its services and hotel
      accommodation on bed and breakfast basis at contracted hotels at the place of visit.
      Reimbursement of other travel related expenses will be admissible as "Out of pocket
      expenses" over the contract duration, subject to a maximum of 10% of contract value for
      the relevant location excluding GST. Such out of pocket expenses will be reimbursed
      alongwith final invoice.


 25/01/2019 16:21                                                                       Page 17 of 38
12. Penalties for delay / deficient / non-performance :

   There will be penalties applicable under the contract with the selected bidder. These penalties
   will be for delays attributable to such selected bidder in taking up the assignment, in the form
   of liquidated damages @ 0.5% / week of the delay subject to a maximum of 10% of contract
   value. Penalties will also be applicable for delay / deficiency / non-performance, attributable
   to selected bidder post award subject to overall maximum of 20% of the contract value.

13. Others :

   a) All the Reports, working papers, supportings and collected records / data / information in
      hard copy and / or soft format will be property of Air India and to be handed over to
      respective Internal Audit units in hard copy / soft copy in open format (MS-Word and MS-
      Excel) for use by Air India at the end of assignments.

   b) The selected bidder shall ensure that the staff deployed by them do not violate any rules
      of Air India Ltd. and/or regulations of any Authority (Govt or public) i.e.
      MIAL/DIAL/AAI/BCAS etc and that they do not indulge in any unlawful activity. If any such
      incidence happens, the selected bidder will be held responsible.




 25/01/2019 16:21                                                                     Page 18 of 38
                                                                                   ANNEXURE - II

                                                                           TENDER No. XXXXXX

         INTERNAL AUDIT WORKSCOPE, TERMS OF REFERENCE AND REPORTS

1. Objective

   a) The Internal Auditor will consider the adequacy of controls necessary to secure propriety,
      economy, efficiency and effectiveness in all areas. It will seek to confirm that management
      has taken the necessary steps to achieve these objectives and manage the associated
      risks.
   b) The Internal Auditor should cover all projects, operational and management controls and
      should not restrict itself only to the audit of systems and controls.
   c) The audit will be carried out in accordance with the relevant standards of auditing and will
      include such tests and controls as the Internal Auditor considers necessary under the
      circumstances.
   d) The scope & responsibilities of the Internal Auditor include the following:-
      1. To monitor the achievement of organizational objectives.
      2. To identify, assess and suggest to manage risks to those objectives.
      3. To ensure compliance with manuals, policies, delegation of powers, laws and
          regulations including all statutory requirements.
      4. To ascertain the integrity and reliability of financial and other information provided to
          management and stakeholders, including that used in decision making.
      5. To review the efficacy, adequacy and application of accounting, financial and operating
          controls and thereby ensure the accuracy of the books of accounts.
      6. Verify that the system of internal check is effective in design and operation in order to
          ensure the prevention of and early detection of defalcations, frauds, misappropriations
          and misapplications.
      7. Identify areas of significant inefficiencies in existing systems and suggest necessary
          remedial measures.
      8. To ensure that capitalization of assets is done accurately.
      9. To provide all requisite information and support on effectiveness of the accounting and
          control in the SAP- ERP system and also to suggest/recommend steps/areas for
          adequate controls within the SAP-ERP system to serve the above objectives.
      10. Conducting special assignments and investigations on behalf of the management into
          any matter or activity affecting the probity, interests and efficiency of the Air India.
      11. To ensure adequacy of various manuals in the Company and advice suitable
          modifications to the Management from time to time.

   e) This assignment of Internal Audit will be done on concurrent and full time basis under
      control of qualified Chartered Accountant(s), at each of the offered location for which bid is
      submitted.

   f)   The selected bidder shall deploy required number of qualified personnel to administer the
        day-to-day audit activity.

   g) The selected bidder shall furnish the list of personnel deputed for Air India audit with
      Qualification/Experience details before commencement of audit. The list shall be reviewed
      and approved by Air India with or without modification. There should not be frequent
      changes of deployed persons for effective working. If for any reason beyond the
      reasonable control, it becomes necessary to replace any of the Personnel, the selected
      bidder shall forthwith provide a replacement of equivalent or superior qualification with the
      prior approval of Air India.


 25/01/2019 16:21                                                                      Page 19 of 38
      h) All work done by the Internal Audit Team should be properly documented, evidenced and
         filed for reference. The documentation shall comply with the guidelines prescribed by the
         ICAI including the Standards of Internal Audit (SIA-8).

      i)   Detailed scope of work is enclosed in Appendix-1 of Annexure-II which is only
           illustrative and not exhaustive.


2.    INTERNAL AUDIT REPORTS

      a) Each month the Internal Auditor will be required to submit audit observations in given
         format to respective Auditee Departments for their action. The monthly report of such
         observations to be submitted to Regional Audit units and Internal Audit Hqrs.

      b) The Internal Auditor should also submit to Regional Audit units and Internal Audit Hqrs,
         monthly progress report within 15 days of the end of the preceding month which should be
         structured in a manner to provide the following:

              i.   Detail of documents / activity/area checked.
             ii.   Methodology adopted in Audit scrutiny.
            iii.   Audit observations if any.
            iv.    Financial implications of the observations.
             v.    Suggested recommendations;
            vi.    Management's comments/agreed actions and
           vii.    Status of actions on the previous recommendations.
           viii.   The extent of work covered during the month and the cumulative work performed
                   upto the end of that month.

      c) In addition, the Internal Auditor should submit a `Signed and Stamped', Quarterly Report,
         within 30 days of the close of each quarter with `Executive Summary', highlighting the
         critical issues which require the immediate attention of management of Air India.

      d) For the period Jan-Mar'19, the Internal Auditor should submit, Final Internal Audit
         Report within 4 months i.e. by 31st July, 2019, including executive summary of the
         monthly reports and highlighting the open observations pending action for
         information of the management of Air India.

      e) Upon completion of the assignment, the Internal Auditor should submit, within 4
         months from the end of the financial year i.e. by 31st July, 2020, a Final Internal
         Audit Report for the Financial Year 2019-20, including executive summary of the
         monthly reports and highlighting the open observations pending action for
         information of the management of Air India.

      f) All Reports in hard copies must be numbered , signed and stamped on all pages.

      g) The Reports and supportings prepared for Internal Audit assignments will be the
         property of Air India and the selected bidder will also provide soft copy in open
         format (MS-Word and MS-Excel) for any use by Air India.

3. RESPONSIBILITY

      The responsibility of the Internal Auditor would be as under:

       a) Develop a flexible Annual Internal Audit Plan using an appropriate risk based
          methodology, including any risks or control concerns identified by management, and
          submit that plan to the management of Air India for review and approval as well as
          periodic updates.
     25/01/2019 16:21                                                             Page 20 of 38
      b) Implement the Internal Audit Plan, as approved by Air India, including as appropriate any
         special tasks or projects requested by management.
      c) Maintain a professional audit staff with sufficient knowledge, skills, experience, and
         professional certifications to meet the requirements.
      d) Evaluate and assess significant merging/consolidating functions and new or changing
         services, processes, operations, and control processes coincident with their development,
         implementation, and/or expansion.
      e) Issue periodic reports to the management summarizing results of audit activities, including
         significant audit issues and management action plans.
      f) Keep the management informed of emerging trends and successful practices in internal
         auditing.
      g) Assist in the investigation of significant suspected fraudulent activities within the
         organization and notify management,
      h) Conduct Internal Audit in accordance with the Companies Act 2013.
      i) Report to the management any serious weakness, significant fraud or major accounting
         breakdown discovered during the normal course of audit.

4.    Expected Nature of work

      Each of the locations represents Regional Finance Unit of accounting set-up for Air India with
      variation in nature, number, frequency and amount of transactions handled which could affect
      the workload of Internal Audit. Small preview of the locational work distribution is given
      below:-

      a. Mumbai location has the Corporate Accounts Office, which handles on centralized basis,
         being hub for SAP accounting, some key activities of Revenue accounting, Aviation Turbine
         Fuel (Bonded) accounting, Payroll processing, Insurance accounting, Aircraft financing,
         Working Capital requirements and other operational expenses for Wide-body (Boeing)
         aircraft fleet. Additionally, Mumbai has the Regional finance office (Western Region)
         controlling operational accounting requirements for Narrow Body (Airbus) fleet for Regional-
         payroll processing, assets management, operational agencies' (airport agencies, caterers,
         transporters, hoteliers, manpower services etc.) transactions. Air India has outsourced
         processing of its all revenue documents to M/s Accelya solutions ltd. and scrutiny of all
         pax sales document for correctness of collected fares to M/s. Sutherland Global Services.
         The output of these service providers would also require to be reviewed by the selected
         Internal Auditors.
      b. Delhi location has the Registered Office, which handles on centralized basis some key
         activities of accounting, such as, Aviation Turbine Fuel (Domestic duty paid) accounting,
         operational expenses for Narrow-body (Airbus) aircraft fleet such as Aircraft leasing, Aircraft
         financing including consolidation of accounts. Additionally, Delhi location has the Regional
         finance office (Northern Region) having inventory accounting and control on centralized
         basis through RAMCO system and catering to operational accounting requirements for
         Regional- payroll processing, assets management, operational agencies' (airport agencies,
         caterers, transporters, hoteliers, manpower services etc.) transactions. Delhi also has a
         revenue accounting unit which handles Cargo revenue accounting and passenger revenue
         accounting (partial) for web/package sales, etc.
      c. Chennai location has the Regional finance office (Southern Region) controlling operational
         accounting requirements with key activities, Regional- payroll processing, assets
         management, operational agencies' (airport agencies, caterers, transporters, hoteliers,
         manpower services etc.) transactions.
      d. Hyderabad location has the Finance office including Store Accounts controlling operational
         accounting requirements with key activities, assets management, operational agencies'
         (airport agencies, caterers, transporters, hoteliers, manpower services etc.) transactions. It
         also has Centre for Training Establishment (CTE), which handles additional accounting for
         training activities.

     25/01/2019 16:21                                                                      Page 21 of 38
 e. Kolkata location has the Regional finance office (Eastern Region) controlling operational
    accounting requirements with key activities, Regional- payroll processing, assets
    management, operational agencies (airport agencies, caterers, transporters, hoteliers,
    manpower services etc.) transactions.




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                                                                                           Appendix -1
                                                                           (Attachment to Annexure ­II)
                                                                                  Tender No. XXXXXXX

                                              SCOPE OF WORK

S.                Activities                 Limits of the Vouchers                                Extent of
No.                                                                                                Checking
1                                            a) Payments  Rs. 2,00,000                             100%
      EXPENDITURE
                                             b) Payments < Rs. 2,00,000                            10%
      Verify all payments as per limits
                                             c) Penalties/ Fines/ interest on delayed              100%
      given with reference to contracts,
                                                payments
      certification,     authorizations,
      service rules, HR module etc.
2
      CASH & BANK MANAGEMENT
      Cash      &     Bank      Statements
                                             All Accounts                                          100%
      comment specifically in respect of
      delays in deposit of collections,
      dishonoured       cheques,      bank
      charges, other debits and transfer/
      repatriation of surplus funds.
3
      STATUTORY       COMPLIANCES
      Comment specifically
                                             All taxes                                             100%
      · On delay in deduction &
         deposit of Taxes e.g. TDS,
         GST, Custom & Excise etc.
      · Submission of returns to
         authorities
      · Non-availing of Input Credit
                                                                                                   100%
4.    Accounting policies / Applicability of IndAS
5.                                           Aircraft Material POs  $10000                         100%
                                             Aircraft Material POs < $10000                        10%
                                             Aircraft Material AOG                                 100%
                                             Non Aircraft Material POs  Rs.1,00,000                100%
                                             Non Aircraft Material POs < Rs. 1,00,000              10%
      INVENTORY/ STORES
                                             Utilization of Manufacture/Supplier credits           100%
        ACCOUNTS / MMD
                                             Utilization of warranties / Guarantees                100%
                                             Cases of Advance Payments & adjustment                100%
                                                thereof
                                             Items scrapped at foreign vendors premises            100%
                                             Capitalization of Aircraft                            100%
6.    FIXED ASSETS                           Capitalization of Non Aircraft                        10%
                                             Changes in Ownership of various land &                100%
                                             Building and other premises
                                             Availability of title deeds of various properties     100%
                                             Special Tools issued to employees on                  10%
                                             Temporary/ Permanent loan basis

                                             System / process to be checked (Pax & Cargo
7.    SALES (Including Refunds) &            Revenue Accounting Systems )
      REVENUE                                Discrepancies     reports     generated    by
                                                                                                   100%
                                             M/s.Accelya
                                             Transfer of Revenue from / to Subsidiaries            100%
                                             Handling / charter/ other incidental & misc.          100%
       25/01/2019 16:21                                                                          Page 23 of 38
                               Revenue etc.

                               Revenue sharing with AISATS                           100%

                               Action taken in case of default by Agents             100%
                               Appointment / Termination and Bank
                                                                                     100%
                               Guarantees of Pax & Cargo Agents.
                                                                                     1 Month
                               ADMs Reports of M/s. Sutherland Global
                                                                                     in each
                               Services
                                                                                     Qtr
                               ACM issuance                                          100 %

                               Interline Billing (Pax & Cargo) ­ 3rd Rejection       100 %
8.   YEAR END ACTIVITIES (A)   1. Scrutiny of preliminary Trial Balance as at
     2019-20                      the end of the year and raising queries in
                                  respect thereof for necessary accounting
                                  action.
                               2. Physical Verification as on 31st March &
                                  Reconciliation of Airframes, Engines, APUs,
                                  GS Equipment, Vehicles and Land &
                                  Buildings as per financial books vis-à-vis
                                  records of holding departments.
                               3. Balance confirmation certificates in respect
                                  of Sundry Debtors/Sundry
                                  Creditors/Deposits/Loans and advances at
                                  the end of the year.
                               4. Repair components lying with foreign
                                  bidders-certificates thereof at the end of the
                                  year.
                               5. Items given on loan - certificates thereof at
                                  the end of the year.
                               6. Cash verification as on 31st Mar, for all
                                  locations including imprest cash and
                                  reconciliation with main books.
                               7. Balance confirmation certificates received
                                  from the banks
                               8. Checking of depreciation
                               9. Fraud cases for provisioning and for
                                  departmental action and/or staff
                                  accountability.
                               10. Transactions with subsidiary companies
                                   being related party transactions
9.   YEAR END ACTIVITIES (B)   1. Open Work order as on 31st March ­
     2018-19 & 2019-20            Status and justification thereof
                               2. Open Purchase Orders as on 31st March ­
                                  Status and Justification




      25/01/2019 16:21                                                             Page 24 of 38
Notes:
a) The above work scope is only illustrative and not exhaustive. The management
   reserves the right to revise the same from time to time.
b) The Internal Auditor should conduct risk based assessment, identify the potential risk
   areas and based on the same include other activities also in their scope of work.
c) The Internal Auditors should provide optimal audit coverage commensurate with the
   size and nature of the Company's business.
d) The Internal Auditors may also be assigned to conduct special reviews in respect of
   any activity/department.
e) The Internal Auditors may also be assigned to conduct review of out station on Air
   India's network.
f)    Internal Audit should be conducted in accordance with the provisions of Companies'
      Act 2013 duly amended.
g) Based on the Internal Audit activities performed by them the Internal Auditors should
   suggest measures to the management for :
         I. Enhancement of revenues
        II. Reduction in expenditure
       III. Strengthening of internal control systems and procedures
       IV. Adoption of industry best practices
        V. Elimination of wasteful practices
       VI. Increase in operational efficiency and
       VII. Improvement in financial performance




     25/01/2019 16:21                                                               Page 25 of 38
                                                                                    ANNEXURE-III
                                                                               TENDER No. XXXXXX

              TECHNICAL EVALUATION CRITERIA (Mandatory Eligibility Criteria)

1.    Bids of the Bidders who fulfil the following Technical Evaluation Criteria (TEC), and submit
      documentary proof thereof along with the Technical Bid, will only be eligible for evaluation of
      the bids.
2.    Bidders are required to indicate the compliance status for each of the Mandatory criteria by
      stating `Yes' or `No'.
3.    The documentary evidences as required be attached with this Annexure in sequence of the
      criteria.
4.    `No' to compliance status of any one of the criteria could result in disqualification of the bid as
      these are mandatory criteria.
                                                                                                   Compliance
S.      MANDATORY                                          Documentary evidence to be
                                           Criteria                                                Status
No      REQUIREMENTS                                       attached with the Technical Bid         (Yes/ No)
1       Minimum number of years of         10 years        Firm Registration Certificate
        bidding firm's existence since                     (FRC) issued by the Institute of
        registration.                                      Chartered Accountants of India
                                                           (ICAI).
2       Minimum number of Years of         8 years         As per the Certificate issued by
        bidding     firm's   functional                    the ICAI as on 1st Jan., 2018
        presence in the city for which
        bid submitted.
3       The Audit firm must be                             As per the Certificate issued by
        presently empanelled with                          the C&AG as on 1st Jan., 2018
        C&AG.
4       C&AG ranking points for            At least 70 Empanelment letter of C&AG
        empanelment         as      on     Ranking     showing ranking points.
        1.1.2018                           Points
5       Minimum number of Full Time        5 nos.      As per the Certificate issued by
        Partners (FTP) associated with                 the ICAI as on 1st Jan.,2018
        the firm for not less than 5
        years and each such Partner
        should be a member of ICAI.
6       Minimum number of Qualified 4 nos.                 Self-Certified Statement as per
        CAs (QCA) in full time                             details required in the format at
        employment for not less than 3                     Appendix-A to Annexure-IV.
        years
7       Minimum number of Full Time      FTP ­ 1           Certified copy     of   Qualification
        Partner (FTP) and Qualified                        certificate
        CA (QCA) in full time            QCA - 1
        employment with CISA /
        DISA qualification available for
        Audit requirements at the
        location for which the bid
        submitted




    25/01/2019 16:21                                                                        Page 26 of 38
8       Minimum number of Full Time            2 FTP and       Self- Certified Undertaking as per
        Partners    (FTP),    Qualified        12 QCA/         details required in the format at
        CAs(QCA) and Semi-qualified            SQCA, with      Appendix-A to Annexure-IV.
        CAs(SQCA) employed on full             Min. 4
        time basis and available for           QCAs.
        Audit requirements at the
        location for which the bid is
        submitted.
9       Minimum Average Annual                 Rs 2 Crores     Audited Balance Sheet and P&L
        Turnover of the firm                                   Statement for last three FYs i.e.
        (Average Annual turnover of                            2015-16, 2016-17 & 2017-18 are
        the firm of last three financial                       to be submitted as documentary
        years i.e 2015-16, 2016-17 &                           evidence,        along-with     a
        2017-18.)                                              summarised        statement   on
                                                               letterhead showing the Annual
                                                               Turnover (Rs.in lacs) to be self-
                                                               certified by the two Partners on
                                                               Bidder's letter head.
10      Minimum         number        of Min 02                To give at least 2 Experience
        assignments in the last 5 years Companies              Certificate / Appointment letter
        as Internal/Statutory Auditor of                       from Client Companies along with
        Companies except Bank /                                self-certified List of companies
        Branch Audit having an annual                          audited under the signatures of at
        turnover of not less than                              least two partners of the bidder
        Rs.1000 crores.                                        containing details such as -
                                                               i. Name of Auditee with location
                                                               ii.Type      of   Audit    (Statutory/
                                                                  Internal) done
                                                               iii. Years of Audit
                                                               iv. Duration
                                                               v.Turnover (Rs.in crores) of
                                                               company audited for relevant
                                                               period
11      Number          of       companies     At least 25     Self-certified details signed by two
        (Registered under Companies            companies       Partners on Bidder's letterhead.
        Act) audited in the capacity of        with at least
        Internal       Auditors       since    5 PSUs.
        registration
12      Bidder should not have been                            An undertaking to this effect duly
        black listed at any time by any                        signed by the two Partners on
        Government agency (Central                             Bidder's letterhead
        or State Government)/ PSU/
        Financial         Institution      /
        Regulatory Body in the past
        since registration.
13      Bidder and/or its partners                             Self-certified declaration in this
        should      not     be     currently                   respect be given under two
        associated (directly/indirectly)                       Partners signatures on Bidder's
        in any professional capacity                           letterhead
        (not      limited       to     audit
        assignments)          with      any
        competing airlines
14      Earnest Money deposit- Per             Rs 50,000       Proof of submission of EMD to be
        Location                               per location    attached
                                               for which
                                               Bid
                                               submitted
    25/01/2019 16:21                                                                             Page 27 of 38
                                                                                    Annexure ­ IV
                                                                              TENDER No. XXXXXX
                                              Bidder's Profile
Sl.                Particulars                                       Description
No                                                   (Fill the required information in the format)
1      Registration details :-
       Name of the Bidder
2      a. Date of Registration with ICAI.
       b. Indicate type ie. Firm or
       Limited    Liability   Partnership
       (LLP) etc.
3      Locational details-
       Complete Postal Address and
       date since when functioning for :
       i. Head Office
       ii. Office ­Delhi
       iii. Office ­Mumbai
       iv. Office-Chennai
       v. Office-Hyderabad
       vi. Office-Kolkata
       vii.Office- Other City
       a.Indicate the name of Other City
       as additional location.
       b.Indicate    the    date    since
       operational for each office.
4      Contact Details -
       Contact Person (s), Telephone
       Numbers, Fax Number, E-Mail
       Address, for each office at
       Sr.No.3, i.e. Head Office and
       Branch offices at Delhi, Mumbai,
       Chennai, Hyderabad Kolkata,
       and Other City/cities
5      a. Bank Details including Account
       Name, Account Number, Bank &
       Branch Details, IFSC Code
       b. PAN No. of Bidder
       c. GST No. of Bidder
6      Financial Details                         2015-16            2016-17                2017-18*
       (To ensure that the data given
       below matches with the audited
       Annual Reports copies filed with
       technical bid)
       i.Total Turnover ­Rs. In lacs
       ii.Certified Turnover from Internal
       Audit- Rs.in lacs
       (Attach a Self-Certified Certificate

      25/01/2019 16:21                                                                  Page 28 of 38
      to support the above disclosures)
      *In case audited Reports are not
      available, provide provisional
      certified figures.
7     Skilled Qualified Resources:-             2016-17            2017-18          2018-19
      a. Numbers of Full Time Partner                                          (as on 1st Dec'18)
      b. Number of Qualified CAs
      c. Number of Semi-Qualified
      Assistants
      d. Numbers of Experts, if any
      (Mention here the nos. only, at
      each location bid i.e. Head Office
      and Branch offices at Delhi,
      Mumbai, Chennai, Hyderabad,
      Kolkata.. Detailed listing to be
      given in the format at Appendix-A
      given below)
8     Experience Details
      a. Provide list for companies           Name of        Year of Audit    Type of Audit ­
      audited with Turnover of such           Company                         Statutory/Internal
      company in excess of Rs.100             audited                         Audit
      crores for last 5 years (Indicate
      details for at least Min. 5 and
      Max. 10 such companies for
      each year)

      b. Provide details of Other             Name of        Year of          Type of
      assignments experience for last 3       Company        Assignment       Assignment-
      years                                                                   Physical
      (Indicate details for at least 5                                        Verification/other
      companies for each year)                                                (specify each type)

                                                                              Mention ERP
      c. Indicate experience of audit in Name of             Year of          handled (SAP/Other)
      SAP/other ERP based                Company             Assignment
      environment
9     Please indicate whether any
      proceedings initiated by the
      ICAI/any other body against the
      Bidder or its partner(s) at any
      point in time in the last 5 years.
      (If    applicable,     Self-certified
      details to this effect be given on
      bidder's letter head)
10    Peer      Review    Status    and
      certification from Peer Review
      Board of ICAI (State details)
11    C&AG ranking points for
      empanelment as on 1.1.2018








 Name of the Bidder                              Bidder's Stamp & Signature

     25/01/2019 16:21                                                            Page 29 of 38
                                                                                    APPENDIX ­A
                                                                        (Attached to Annexure-IV)
                                                                           TENDER No. XXXXXX
    Details of Manpower Resources (Partners and Assistants of Bidding Entity to supplement
    information provided at Sr.No.7 of Annexure-IV

1   Details    of   Name   Membership     Mem.Type        Date of   Location    Full   Total Audit
    Partner                   No.                         Joining              Time    Experience
                                          FCA/ACA                                      a. Overall
                                                                               (Y/N)
                                          (Indicate                                    experience           (in
                                          separately                                   Years)-
                                          for                                          b. Airlines / Aviation
                                          DISA/CISA                                    Industry
                                          holders)                                     (in Years)
                                                                                       c. SAP/ERP
                                                                                       experience.
                                                                                       (in Years)
2   Details    of   Name   Membership     Mem.Type        Date of   Location    Full   Total Audit
    Qualified                 No.                         Joining              Time    Experience
                                          FCA/ACA                                      a.Total experience
    Assistants                                                                 (Y/N)
                                          (Indicate                                    (in Years) -
                                          separately                                   b.Airlines / Aviation
                                          for                                          Industry (in Years)
                                          DISA/CISA                                    c.SAP/ERP
                                          holders)                                     experience           (in
                                                                                       Years)
3   Details    of   Name        Indicate Inter CA         Date of   Location    Full   a.Total Experience
    Semi-                                                 Joining              Time    (in Years)
    Qualified                                                                  (Y/N)
                                                                                       b.SAP     /          ERP
    Assistants                                                                         Experience
                                                                                       (in Years)
4   Details   of    Name   Indicate      Expert       /   Date of   Location    Full   Total     Experience
    Domain                 Professional Field in which    Joining              Time    in Years- Also, state
    Expert,    if          qualified                                           (Y/N)   Airlines/    Aviation
    any                                                                                experience
    associated                                                                         (in Years), if any
    with Bidder




    Indicate (*) against those Associates / Assistants who possess experience in handling
    auditing on SAP environment.


    Name of the Bidder                                              Bidders's Stamp & Signature




      25/01/2019 16:21                                                                 Page 30 of 38
                                                                                                 Annexure V
                                                                                         TENDER No. XXXXXX

               CERTIFICATE OF UNDERTAKING and COMPLIANCE CERTIFICATE
                              (ON BIDDER'S LETTER HEAD)
To
ED (MMD)
Air India Ltd
Safdarjung Airport,
New Delhi-110003.

Sir,

It is certified that we have studied and understood the terms and conditions of the TENDER for
Nature of the work: Internal Audit for Air India Limited and agree to abide and comply
unconditionally with all the terms and conditions contained in this TENDER.

1) Having examined the Conditions of Assignment for the above Contract, i.e. Appointment for
   Internal Audit of Air India, we qualify under the minimum eligibility criteria and offer to
   undertake the work in conformity with the Conditions of Assignment for the following
   mentioned locations :-

                Delhi
                Mumbai
                Chennai
                Hyderabad
                Kolkata
   (Put tick marks against the location (s) for which bids submitted.)

2) We specifically undertake to complete and deliver the work-scope comprised in the TENDER
   and agree to abide by the General Terms and Conditions also.

3) The required EMD of Rs.50,000 (for each location) has been submitted vide details such as
   DD No.       dated ____

4) We confirm that the bid is valid for 120 days from the notified last date of submission of
   TENDER.

5) List of documents attached with the TENDER.
       1
       2
       3
       4
       5
       6

Dated ................ day of ...........................................
Signature ............. ...............in the capacity of ................................
Name
I am duly authorised to sign TENDER for and on behalf of ...................................................... .

AUTHORISED SIGNATORY

Name of the Bidder                                            Bidder's Stamp & Signature



  25/01/2019 16:21                                                                                     Page 31 of 38
                                                                                       Annexure-VI
                                                                                TENDER No. XXXXXX

                          AUTHORIZATION LETTER FOR ATTENDING BID OPENING
                                             (On Bidder's letterhead)

                                                                                    Dated XXXXX
To

ED (MMD)
Air India Ltd
Safdarjung Airport,
New Delhi-110003.

Sub: Authorization for attending opening of TECHNICAL / FINANCIAL BID

                  Opening Date:                                   Time:

The following person(s) is/are hereby authorized to attend Technical/ Financial Bid opening of
subject TENDER.

     S. No.                 Name                    E.Mail         Contact No      Signature




Signature: ......................................

Authorized Signatory's Name:.................
Bidder Name: .............................

NOTES:

1. Permission for entry to the Hall where bids are opened may be refused in case authorization
   as prescribed above is not received.

2. The authorized representatives, in their own interest, must reach venue of bid opening well in
   time.

3. The authorized representatives must carry a valid photo identity.

4. Separate authorization letters would be required for Technical and Financial Bid opening.




  25/01/2019 16:21                                                                      Page 32 of 38
                                                                                         Annexure-VII

                                                                              TENDER No. XXXXXX
                            NON-DISCLOSURE AGREEMENT
                    (NDA to be discussed and executed with successful bidder)
This Non-Disclosure Agreement (this "Agreement") is made on this _____________day of
______________, 2019 at ________________.

                                         BY AND BETWEEN
AIR INDIA LIMITED, a company incorporated under the Companies Act, 1956, having its
registered office at Air India Limited, Headquarters, "Airlines House", 113 Gurudwara Rakabganj
Road, New Delhi-110001 (hereinafter referred to as "AIL" which expression shall, unless it be
repugnant to the context or meaning thereof, mean and include its representatives, successors,
affiliates and permitted assigns) of the ONE PART.
                                               AND
________, a empaneled entity with the CAG with its registered office at _______ (hereinafter
referred to as "Entity" which expression shall, unless it be repugnant to the context or meaning
thereof, mean and include its representatives, successors, affiliates and permitted assigns) of the
OTHER PART.

Both parties hereto collectively referred to as the "Parties" and individually as a "Party".

WHEREAS:


A. AIL is a Government of India undertaking and is inter-alia engaged in the business of
   transportation services of passenger and cargo to and from various permitted destinations in
   India & abroad in accordance with the permissions and approvals granted by the Director
   General of Civil Aviation, India.
B. ________is inter-alia engaged in the profession of providing various types of accounting and
   auditing services.
C. Pursuant to Tender dated _____ bearing No. _____ for "TENDER FOR APPOINTMENT OF
   INTERNAL AUDITORS OF AIR INDIA AT DELHI, MUMBAI, CHENNAI, HYDERABAD AND
   KOLKATA", AIL has agreed to award the Internal Audit to M/s___________ and accordingly,
   issued a Letter of Appointment dated ________ to enable the selected bidder to commence
   its internal processes required for carrying out the required Internal Audit services as per the
   tender. The parties are currently, in the process of finalizing the terms of the definitive final
   agreement.
D. During the course of procurement of the Internal audit, AIL may disclose/share AIL's
   proprietary and confidential information with the selected bidder and/or it may have access
   to/receive certain technical, non-technical, financial, business and other Confidential
   Information (as hereinafter defined) of AIL.
E. The Parties recognize that there is a need to protect such Confidential Information from
   unauthorized use and disclosure and accordingly, have decided to enter into this Agreement
   to establish and set forth the obligations of each Party with respect to any such Confidential
   Information.

For purposes hereof, the term "Disclosing Party" shall refer to "AIL" and the term
"Recipient" shall refer to "Entity".

 25/01/2019 16:21                                                                         Page 33 of 38
NOW THEREFORE, in consideration of the above premises the sufficiency of which is hereby
acknowledged, the Parties mutually agree as follows:

1. Definition. "Confidential Information" shall mean any and all information disclosed to, or
   otherwise acquired or identified or observed by, Recipient including its affiliated companies,
   directors, officers, employees and agents of such affiliated companies (collectively,
   "Recipient's Representatives"), from and its affiliated companies, relating to the business of
   AIL, whether communicated in writing, orally, electronically, photographically, or in recorded or
   any other form of media, including, but not limited to, all sales and operating information,
   employee and other human resource information, existing and potential business and
   marketing plans and strategies, financial information, cost and pricing information, data media,
   know-how, source codes, technical information, concepts, reports, methods, processes,
   techniques, operations, devices, and the like, whether or not the foregoing information is
   patented, tested, reduced to practice, or subject to copyright or any other intellectual property
   right. The term "Confidential Information" does not include information which (i) is or becomes
   generally available to the public other than as a result of disclosure by Recipient in breach of
   this Agreement; (ii) was available to Recipient on a non-confidential basis as shown in written
   records prior to its disclosure to Recipient by AIL; (iii) becomes available to Recipient on a
   non-confidential basis from a source other than AIL; provided that such source is not bound by
   a confidentiality agreement with AIL or is otherwise prohibited from transferring the information
   to Recipient by a contractual, legal or fiduciary obligation; or (iv) is independently developed
   by Recipient without any use of or benefit from the Confidential Information and such
   independent development can be documented by Recipient with written records.
2. Scope. This Agreement is intended to cover Confidential Information disclosed by AIL both
   prior and subsequent to the date hereof.
3. Obligations of Recipient.       In consideration for the receipt of Confidential Information,
   Recipient shall hold all Confidential Information in confidence and with the same degree of
   care it uses to keep its own similar information confidential, but in no event shall it use less
   than a reasonable degree of care; and shall not, without the prior written consent of AIL,
   disclose such information to any person for any reason at any time. The term "person" as
   used in this letter shall be broadly interpreted to include, without limitation, any corporation,
   company, partnership or individual.

   The recipient will grant access to the Confidential Information only to its employees on a need
   to know basis (who have clear need to know the Confidential Information for the purposes of
   execution and completion of Internal audit) and shall impose the same obligation on its
   employees, who obtain knowledge of Confidential Information.
4. Compelled Disclosure. In the event that Recipient or any of Recipient's Representatives is
   requested or required (by oral questions, interrogatories, requests for information or
   documents, subpoena, civil investigative demand or similar incidents ) to disclose any of the
   Confidential Information, it is agreed that Recipient or such Recipient's Representative, as the
   case may be, will provide AIL with prompt notice of such request(s) so that AIL may seek an
   appropriate protective order or other appropriate remedy and/or waive compliance with the
   confidentiality provisions of this Agreement. In the event that such protective order or other
   remedy is not obtained, or AIL grants a waiver hereunder, Recipient or such Recipient's
   Representative may furnish that portion (and only that portion) of the Confidential Information
   which Recipient is legally compelled to disclose and will exercise its reasonable best efforts to


 25/01/2019 16:21                                                                      Page 34 of 38
   obtain reliable assurance that confidential treatment will be accorded any Confidential
   Information so furnished.
5. Use. Recipient shall not use any Confidential Information for any reason other than as may
   be necessary for the Purpose. Recipient agrees to make no other use of the Confidential
   Information or to incorporate any Confidential Information into any work or product.
6. Ownership. Recipient recognizes that all tangible information relating to Confidential
   Information, including notes, reports and other documents prepared by Recipient in
   connection with the evaluation of the proposed Relationship, including all copies thereof, are
   and shall be the sole property of AIL, and Recipient shall keep the same at all times in its
   custody and subject to Recipient's control and shall return the same upon complet ion of the
   specified Purpose. Recipient does not hereby and shall not acquire by implication or otherwise
   any right in or title to or license in respect of the Confidential Information disclosed to it by AIL.
7. Return of Confidential Information. Promptly following the earlier of (i) the termination of this
   Agreement or any other agreement for the proposed potential business relationship and (ii)
   the written request of AIL, Recipient will deliver to AIL all documents or other materials
   furnished by AIL to Recipient constituting Confidential Information, together with all copies
   thereof stored in any form of media in the possession of Recipient. In the event of a written
   request from AIL, all other documents or other materials constituting Confidential Information,
   together with all copies thereof stored in any form of media in the possession of Recipient, will
   be destroyed with any such destruction confirmed and certified by Recipient in writing to AIL.
8. No Obligation.     Neither Party shall make any commitment or incur any expense or charge
   for or in the name of the other Party. Neither Party has any obligation by virtue of this
   Agreement to procure any products or services from the other Party or to enter into any further
   business relationship or to refrain either of the parties from entering into an agreement with
   any other party. Neither execution nor performance of this Agreement shall be construed or
   deemed to have established any joint venture or partnership or have created the relationship
   of principal and agent between the Parties.
9. Remedies. Recipient acknowledges that money damages would be both incalculable and an
   insufficient remedy for any breach of this agreement by Recipient and that any such breach
   would cause AIL irreparable harm. Accordingly, Recipient also agrees that, in the event of
   any breach or threatened breach of this Agreement, AIL, in addition to any other remedies at
   law or in equity it may have, shall be entitled, without the requirement of posting a bond or
   other security, to equitable relief, including injunctive relief and specific performance.
   Notwithstanding the above, the Recipient will indemnify and hold AIL harmless from and
   against any and all loss, liability, damages, costs, claims and expenses, including all court
   costs, attorney fees and legal fees, which AIL might suffer/incur as a result of any violation
   whatsoever of this Agreement by Recipient.
10. Termination. This Agreement may be terminated by either Party by giving the other Party no
    less than thirty (30) days prior written notice; provided, however, that, notwithstanding
    anything herein to the contrary, Recipient's obligations with respect to each item of AIL's
    Confidential Information will survive for a period of three (3) years following the disclosure of
    the applicable Confidential Information unless such survival is stipulated by law for a longer
    period.
11. Governing Law. This Agreement shall be governed by and interpreted in accordance with the
    laws of India and shall be subject to the jurisdiction of courts situated in Delhi, India to the
    exclusion of all other courts situated elsewhere.


 25/01/2019 16:21                                                                          Page 35 of 38
12. Amendments. This Agreement may not be and shall not be deemed or construed to have
    been modified, amended, rescinded or cancelled in whole or in part, except by written
    instrument signed by the Parties hereto which makes specific reference to this Agreement and
    which specifies that this Agreement is being modified, amended, rescinded or cancelled.
13. Severability. If any provision of this Agreement shall be declared invalid or illegal for any
    reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and
    provisions of this Agreement shall remain in full force and effect in the same manner as if the
    invalid or illegal provision had not been contained herein.
14. Waivers. No failure on the part of either Party to exercise, and no delay in exercising, any
    right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
    exercise of any right or remedy hereunder preclude any other or a future exercise thereof or
    the exercise of any other right or remedy granted hereby, or by any related document, or by
    law. Any failure of a Party to comply with any obligation contained in this Agreement may be
    waived by the Party entitled to the benefit thereof only by a written instrument duly executed
    and delivered by the Party granting such waiver, which instrument makes specific reference to
    this Agreement and the provision to which it relates and describes the right or obligation
    consented to, waived or purported to be violated.
15. Entire Agreement; No Assignment; Counterparts. This Agreement contains the entire
    agreement and understanding between the Parties hereto relating to the subject matter hereof
    and supersedes all other prior agreements and understandings, both written and oral,
    between the Parties with respect to the subject matter hereof. This Agreement may not be
    assigned by Recipient by operation of law or otherwise without the written consent of the other
    Party, which consent shall not be unreasonably withheld or delayed. This Agreement may be
    executed in several counterparts, each of which will be deemed an original, and all of which
    taken together will constitute one single Agreement between the parties with the same effect
    as if all the signatures were upon the same instrument.


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
duly authorized representatives effective as of the date and year first above written.

                                            AIR INDIA LIMITED
                                            By:
                                            Name:
                                            Title:

                                            Selected Bidder

                                            By:
                                            Name: ..........
                                            Title: ..................
WITNESSES:
1.

2.




 25/01/2019 16:21                                                                     Page 36 of 38
                                                                            Annexure-VIII

                                                                      TENDER No. XXXXXX
                          Check List of Items/Documents to be attached
                                           (On Bidder's letterhead)



     1. EMD in original
     2. Technical Evaluation Criteria (Mandatory Minimum Eligibility) compliance as per
        ANNEXURE-III
     3. Bidder's Profile at ANNEXURE-IV duly filled in with required supporting documents
        including Appendix-A.
     4. Certificate of Undertaking and Compliance as per ANNEXURE-V.
     5. Non-Disclosure Agreement as per ANNEXURE-VII.
     6. Financial Bid Format duly filled in as per ANNEXURE-IX


        Note: The list above is indicative. Bidders should go through the tender
        document carefully and provide documents/details in support of their bid.




25/01/2019 16:21                                                              Page 37 of 38
                                                                                   Annexure-IX
                                                                           TENDER No. XXXXXX
                                             Financial Bid Format

                 Outsourcing of Internal Audit for the period Jan' 2019 to Mar' 2020



           S.No.                Description                         Amount (Rs.)


            1.       Consolidated         Fees       for
                       concurrent      Internal    Audit
                       activities as specified in Scope
                       of Work and for providing
                       required reports as per the
                       desired timelines :-
                     i. For Audit at Delhi
                     ii. For Audit at Mumbai
                     iii. For Audit at Chennai
                     iv. For Audit at Hyderabad
                     v. For Audit at Kolkata
                     (Indicate fees against each of
                     the locations offered in terms of
                     the technical bid submitted)




                                                          Signature:     ____________
                                       Authorized Signatory's Name:      ____________
                                                   Selected Bidder :     ____________
                                                               Date:     ____________

      Notes :

      1.   A bidder may submit bids for one or more locations.
      2.   Bidder must quote fees separately for each location for which bid is submitted.
      3.   Quoting lumpsum fees for two or more locations would result is rejection of the
           financial bid.
      4.   Based on the tender evaluation, Air India may select the bidder for none or one or
           more locations.
      5.   GST shall be paid as per applicable rates.
      6.   Indicate Charges/ Fee both in figures and words for each location for which bid is
           submitted. In case there is any discrepancy between figures and words, the
           Charges/Fees in words shall prevail.
      7.   There should not be any cutting / overwriting. In case of cutting / overwriting, the
           bidder has to initial the same, otherwise such bid shall be rejected.

25/01/2019 16:21                                                                    Page 38 of 38

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