INTEGRITY PACT CLAUSE

To improve transparency and fairness in the tendering process the Employer is

implementing Integrity Pact. Integrity Pact is deemed as part of the contract so that
the prospective bidders are bound by its provisions.

The Integrity Pact, signed by all the prospective Bidders and the Employer, shall
commit the persons/ officials of both the parties, not to exercise any corrupt /
fraudulent/ collusive/ coercive practices in the Tendering process and also during
implementation of the Contract. Only those Bidders who have entered into Integrity
Pact with the Employer shall be eligible to participate in the bidding process. Bidders
signing Integrity Pact shall not approach the Courts while representing the matters to
IEMs and he/she will await their decision in the matter.

Entering into Integrity Pact as per Performa (enclosed in Section _____ ) is a basic
qualifying requirement. In case of JV, each partner of JV shall sign Integrity Pact with
the Employer. In case of sub-contracting, the Principal contractor shall be
responsible for adoption of Integrity Pact by the sub-contractor.

To oversee the compliance of obligation under the Integrity Pact, a panel of

Independent External Monitor(s) (IEMs) have been appointed by concerned authority.
The Contact address of IEMs is as under:

1. Sh. S.P. Srivastava, IPS (Retd.), Independent External Monitor,

1 / 125, Vineet Khand, Gomtinagar,
Lucknow, UP – 226010
email – [email protected]

2. Smt. Archana Pandey Tiwari, IRS (Retd.), Independent External Monitor,

C-32, Nangal Dewat, Vasant Kunj,
New Delhi 110070
email – [email protected]

The Integrity Pact duly signed on behalf of the Employer is given in Forms &
Procedures of these Bid Documents. The Integrity Pact shall be downloaded, printed
and signed by the bidder and the hard copy shall be submitted as provided in clause
___ of ITB.

The successful bidder shall submit duly executed Integrity Pact on Non-Judicial
stamp paper of appropriate value prior to signing of Contract Agreement.

Page 1
 Appendix-I
(Format of Integrity Pact)

PRE-CONTRACT INTEGRITY PACT

Between

SJVN Ltd, a company incorporated under the relevant law in the matter and having
its registered office at Shakti Sadan, Shanan, Shimla, H.P., hereinafter referred to as
“The Employer” which expression shall mean and include, unless the context
otherwise requires, his successors in office and assigns of the First Part.
And

M/s ________ , a company/ firm/ individual (status

of the company) constituted in accordance with the relevant law in the matter and
having its registered office at __________________ represented
by Shri ________ , hereinafter referred to as “The Bidder/ Contractor”
which expression shall mean and include, unless the context otherwise requires, his
successors and permitted assigns of the Second Part.

WHEREAS the Employer proposes to procure under laid down organizational

procedures, contract(s) for ---------------- (Name of the work/ goods/ services) and the
Bidder/ Contractor is willing to offer against NIT No. ………………….

NOW, THEREFORE,

To avoid all forms of corruption by following a system that is fair, transparent and
free from any influence/ prejudiced dealings prior to, during and subsequent to the
currency of the contract to be entered into with a view to: -

Enabling the Employer to obtain the desired said (work/ goods/ services) at a
competitive price in conformity with the defined specifications by avoiding the high
cost and the distortionary impact of corruption on public procurement, and

Enabling the Bidder(s)/ Contractor(s) to abstain from bribing or indulging in any

corrupt practice in order to secure the contract by providing assurance to them that
their competitors will also abstain from bribing and other corrupt practices and the
Employer will commit to prevent corruption, in any form, by its officials by following
transparent procedures.

1.0 Commitments of the Employer

1.1 The Employer undertakes that no official of the Employer, connected directly or
indirectly with the contract, will demand, take a promise for or accept, directly or
through intermediaries, any bribe, consideration, gift, reward, favour or any
material or immaterial benefit or any other advantage from the Bidder/
Contractor, either for themselves or for any person, organization or third party

Page 2
 related to the contract in exchange for an advantage in the bidding process, bid
evaluation, contracting or implementation process related to the contact.

1.2. The Employer will, during the pre-contract stage, treat all the Bidders/
Contractors alike, and will provide to all the Bidders/ Contractors the same
information and will not provide any such information to any particular Bidder/
Contractor which could afford an advantage to that particular Bidder/ Contractor
in comparison to other Bidders/ Contractors.

1.3. All the officials of the Employer will report to the appropriate Authority any
attempted or completed breaches of the above commitments as well as any
substantial suspicion of such a breach.

1.4 In case any such preceding misconduct on the part of such official(s) is reported
by the Bidder to the Employer with full and verifiable facts and the same is prima
facie found to be correct by the Employer, necessary disciplinary proceedings, or
any other action as deemed fit, including criminal proceedings may be initiated by
the Employer or Independent External Monitor and such a person shall be
debarred from further dealings related to the contract process. In such a case
while an enquiry is being conducted by the Employer the proceedings under the
contract would not be stalled.

2.0 Commitments of the Bidder(s)/ Contractor(s)

The Bidder(s)/ Contractor(s) commits itself to take all measures necessary to

prevent corrupt practices, unfair means and illegal activities during any stage of
its bid or during any pre-contract or post-contract stage in order to secure the
contract or in furtherance to secure it and in particular commit itself to the
following: -

2.1 The Bidder(s)/ Contractor(s) will not offer, directly or through intermediaries, any
bribe, gift, consideration, reward, favour, any material or immaterial benefit or
other advantage, commission, fees, brokerage or inducement to any official of the
Employer, connected directly or indirectly with the bidding process, or to any
person, organization or third party related to the contract in exchange for any
advantage in the bidding, evaluation, contracting and implementation of the
contract.

2.2 The Bidder/ Contractor further undertakes that it has not given, offered or
promised to give, directly or indirectly any bribe, gift consideration, reward,
favour, any material or immaterial benefit or other advantage, commission, fees,
brokerage or inducement to any official of the Employer or otherwise in procuring
the Contract or forbearing to do or having done any act in relation to the
obtaining or execution of the contract or any other contract with Employer for
showing or forbearing to show favour or disfavor to any person in relation to the
contract or any other contract with Employer.

Page 3
2.3 The Bidder(s)/ Contractor(s) shall disclose the name and address of agents and
representatives and Indian Bidder(s)/ Contractor(s) shall disclose their foreign
principals or associates.

2.4 The Bidder(s)/ Contractor(s) shall disclose the payments to be made by them to
agents/brokers or any other intermediary, in connection with this bid/ contract.

2.5 The Bidder, either while presenting the bid or during pre-contract negotiations or
before signing the contract, shall disclose any payments he has made, is
committed to or intends to make to officials of the Employer or their family
members, agents, brokers or any other intermediaries in connection with the
contract and the details of services agreed upon for such payments.

2.6 The Bidder/ Contractor will not collude with other parties interested in the
contract to impair the transparency, fairness and progress of the bidding process,
bid evaluation, contracting and implementation of the contract.

2.7 The Bidder/ Contractor will not accept any advantage in exchange for any corrupt
practice, unfair means and illegal activities.

2.8 The Bidder/ Contractor shall not use improperly, for purposes of competition or
personal gain, or pass on to others, any information provided by the Employer as
part of the business relationship, regarding plans, technical proposals and
business details, including information contained in electronic data carrier. The
Bidder/Contractor also undertakes to exercise due and adequate care lest any
such information is divulged.

2.9 The Bidder(s)/ Contractor(s) commits to refrain from giving any complaint directly
or through any other manner without supporting it with full and verifiable facts.

2.10 The Bidder(s)/ Contractor(s) shall not instigate or cause to instigate any third
person to commit any of the actions mentioned above.

2.11 If the Bidder/ Contractor or any employee of the Bidder/ Contractor or any
person acting on behalf of the Bidder/ Contractor, either directly or indirectly, is
a relative of any of the officers of the Employer, or alternatively, if any relative of
an officer of the Employer has financial interest/ stake in the Bidder(s)/
Contractor(s) firm (excluding Public Ltd. Company listed on Stock Exchange), the
same shall be disclosed by the Bidder/ Contractor at the time of filling of tender.

The term ‘relative’ for this purpose would be as defined in Section 2(77) of the
Companies Act 2013.

2.12 The Bidder(s)/ Contractor(s) shall not lend to or borrow any money from or enter
into any monetary dealings or transactions, directly or indirectly, with any
employee of the Employer.

Page 4
2.13. The Bidder/ supplier shall follow all rules and regulations of India including
statutory requirements like minimum wages, ESIC and EPF.

3.0 Previous Transgression

3.1 The Bidder(s)/ Contractor(s) declares that no previous transgression occurred in

the last three years immediately before signing of this Integrity Pact, with any
other company in any country in respect on any corrupt practices envisaged
hereunder or with any Public Sector Enterprise/ Government Department in
India and in ____________ (Employer’s country).

3.2 The Bidder agrees that if it makes incorrect statement on this subject, Bidder can
be disqualified from the tender process or the contract, if already awarded, can be
terminated for such reason.

4.0 Earnest Money (Security Deposit)

The provision regarding Earnest Money/Security Deposit as detailed in the Notice

Inviting Tender (NIT) and Instruction to Bidders (ITB) section of the Bid Document
is to be referred.

5.0 Sanctions for Violations

5.1 Any breach of the aforesaid provisions by the Bidder/Contractor or any one
employed by it or acting on its behalf shall entitle the Employer to take action as
per the procedure mentioned in the “Guidelines on Banning of Business
Dealings” attached as Annex-A and initiate all or any one of the following actions,
wherever required: -

(i) To immediately disqualify the bidder and call off the pre contract
proceedings without assigning any reason or giving any compensation to the
Bidder/ Contractor. However, the proceedings with the other Bidder(s)/
Contractor(s) would continue.
(ii) The Earnest Money Deposit (in pre-contract stage) and/ or Security Deposit/
Performance Bond (after the contract is Signed) shall stand forfeited either
fully or partially, as decided by the Employer and the Employer shall not be
required to assign any reason thereof.
(iii) To immediately cancel the contract, if already signed, without giving any
compensation to the Contractor. The Bidder/ Contractor shall be liable to
pay compensation for any loss or damage to the Employer resulting from
such cancellation/ rescission and the Employer shall be entitled to deduct
the amount so payable from the money(s) due to the Bidder/ Contractor.
(iv) To encash the Bank guarantee, in order to recover the dues if any by the
Employer, along with interest as per the provision of contract.
(v) To debar the Bidder/ Contractor from participating in future bidding
processes of Employer, as per provisions of “Guidelines on Banning of

Page 5
 Business Dealings”, which may be further extended at the discretion of the
Employer.
(vi) To recover all sums paid in violation of this Pact by Bidder(s)/ Contractor(s)
to any middleman or agent or broker with a view to securing the contract.
(vii) In cases where irrevocable Letters of Credit have been received in respect of
any contract signed by the Employer with the Bidder/ Contractor, the same
shall not be opened/ operated.
(viii) Forfeiture of Performance Security in case of a decision by the Employer to
forfeit the same without assigning any reason for imposing sanction for
violation of this Pact.

5.2 The Employer will be entitled to take all or any of the actions mentioned at para
5.1 (i) to (viii) of this Pact also on the Commission by the Bidder/ Contractor or
any one employed by it or acting on its behalf (whether with or without the
knowledge of the Bidder/Contractor), of an offence as defined in GFR, Chapter IX
of the Indian Penal Code, 1860 or Prevention of Corruption Act, 1988 or any
other statute enacted for prevention of corruption in Employer’s country.

5.3 The decision of the Employer to the effect that a breach of the provisions of this
Pact has been committed by the Bidder/ Contractor shall be final and conclusive
on the Bidder/ Contractor. However, the Bidder /Contractor can approach the
Independent External Monitor(s) appointed for the purposes of this Pact.

6.0 Independent External Monitor(s)

6.1 The Employer has appointed Independent External Monitor(s) (hereinafter

referred to as Monitors) for this Pact.

6.2 The task of the Monitors shall be to review independently and objectively, whether
and to what extent the parties comply with the obligations under this Pact.

6.3 The Monitors shall not be subject to instructions by the representatives of the
parties and perform their functions neutrally and independently.

6.4 Both the parties accept that the Monitors have the right to access all the
documents relating to the project/ procurement for which a complaint or issue is
raised before them, including minutes of meetings. The right to access records
should only be limited to the extent absolutely necessary to investigate the issue
related to the subject tender/contract.

6.5 As soon as the Monitor notices, or has reason to believe, a violation of this Pact,
he will so inform CMD/ CEO/ MD of Employer and request Employer to
discontinue or take corrective action, or to take other relevant action. The Monitor
can in this regard submit non-binding recommendations. Beyond this the Monitor
has no right to demand from the parties that they act in a specific manner,
refrain from action or tolerate action.

Page 6
6.6 The Bidder(s)/ Contractor(s) accepts that the Monitor has the right to access
without restriction, to all Project documentation of the Employer including that
provided by the Bidder/ Contractor. The Bidder/ Contractor will also grant the
Monitor, upon his request and demonstration of a valid interest, unrestricted and
unconditional access to his project documentation. The same is applicable to
Subcontractor(s). The Monitor shall be under contractual obligation to treat the
information and documents of the Bidder/ Contractor/ Subcontractor(s) with
confidentiality.

6.7 The Employer will provide to the Monitor sufficient information about all meetings
among the parties related to the project provided such meetings could have an
impact on the contractual relations between the parties. The parties will offer to
the Monitor the option to participate in such meetings as and when required.

6.8 The Monitor will submit a written report to the CMD/ CEO/ MD of Employer
within 30 days from the date of reference or intimation to him by the Employer/
Bidder and should the occasion arise, submit proposals for correcting problematic
situations.

6.9 The word ‘Monitor’ would include both singular and plural.

6.10In the event of a dispute between the management and the contractor related to
those contracts where integrity pact is applicable, in case both the parties agree,
they may try to settle the dispute through mediation before the panel of IEMs in
a time bound manner. In case the dispute remains unresolved even after
mediation by the panel of IEMs, SJVN may take further action as per the terms
and conditions of Contract. Expenses on dispute resolution shall be equally
shared by both the parties.

7.0 Facilitation of Investigation

In case of any allegation of violation of any provisions of this Pact or payment of

commission, the Employer or its agencies shall be entitled to examine all the
documents including the Books of Accounts of the Bidder/ Contractor and the
Bidder/ Contractor shall provide necessary information and documents in
English and shall extend all possible help for the purpose of such examination.

8.0 Law and Place of Jurisdiction

This Pact is subject to Indian Law. The place of performance and jurisdiction is
the Registered Office of the Employer. The arbitration clause provided in the
tender document/ contract shall not be applicable for any issue/ dispute arising
under Integrity Pact.

9.0 Other Legal Actions

Page 7
9.1 The actions stipulated in this Integrity Pact are without prejudice to any other
legal action that may follow in accordance with the provisions of the extant law
in force relating to any civil or criminal proceedings.

9.2 Changes and supplements as well as termination notice need to be made in

writing.

9.3 If the Contractor is a partnership or a consortium or a joint venture, this pact

must be signed by all partners of the consortium/ joint venture.

10.0 Validity

10.1 The validity of this Integrity Pact shall be from date of its signing and extend up
to 5 years or the complete execution of the contract to the satisfaction of both the
Employer and the Bidder/ Contractor/ Seller, including warranty period,
whichever is later. In case BIDDER is unsuccessful, this Integrity Pact shall
expire after six months from the date of the signing of the contract or six months
from the date of opening of price bids, whichever is earlier.

10.2 Should one or several provisions of this Pact turn out to be invalid, the
remainder of this Pact shall remain valid. In this case, the parties will strive to
come to an agreement to their original intention.

11.0 The Parties hereby sign this Integrity Pact at ____________ on ______________.

Employer Bidder

Name of the Officer (Authorized Person)

Designation (Name of the Person)

Designation

Place---------------- Place--------------

Date--------------- Date--------------

Witness1.__________________ Witness1.___________________

(Name and address) (Name and address)

2.__________________________ 2.__________________________

(Name and address) (Name and address)

Page 8
 Guidelines on Banning of Business Dealings

1.0 Introduction
1.1 Employer deals with Agencies viz. parties/ contractors/ suppliers/
bidders, who are expected to adopt ethics of highest standards and a
very high degree of integrity, commitments and sincerity towards the
work undertaken. It is not in the interest of Employer to deal with
Agencies who commit deception, fraud or other misconduct in the
tendering process.
1.2 Since banning of business dealings involves civil consequences for an
Agency concerned, it is incumbent that adequate opportunity of
hearing is provided and the explanation, if tendered, is considered
before passing any order in this regard keeping in view the facts and
circumstances of the case.

2.0 Scope
2. 1 The Information for Bidders/ Instruction to Bidders and even the
General Conditions of Contract (GCC) of Employer generally provide
that Employer shall have the rights to remove from list of approved
suppliers/ contractors or to ban business dealings if any Agency has
been found to have committed misconduct or fraud or anything
unethical not expected from a reputed contractor.
2.2 The procedure of (i) Removal of Agency from the List of approved
suppliers/ contractors; (ii) Suspension and (iii) Banning of Business
Dealing with Agencies, has been laid down in these guidelines.
2.3 These guidelines shall apply to all the Projects/ Power Stations/
Regional Offices/ Liaison Offices of SJVN including its subsidiaries
and JVs.
2.4 It is clarified that these guidelines do not deal with the poor
performance of the contractors/ Agencies.
2.5 The banning shall be with prospective effect, i.e. future business
dealings.

3.0 Definitions
In these Guidelines, unless the context otherwise requires:
i) “Party/ Contractor/ Supplier/ Bidders” shall mean and include
a public limited company or a private limited company, a joint
Venture, Consortium, HUF, a firm whether registered or not, an
individual, cooperative society or an association or a group of
persons engaged in any commerce, trade, industry, etc. “Party/
Contractor/ Supplier/ Bidder’ in the context of these guidelines is
indicated as ‘Agency’.
ii) “Unit” shall mean the Project/ Power Station/ Regional Office/
Liaison Office.
iii) “Competent Authority” and ‘Appellate Authority’ shall mean the
following:
The concerned Director shall be the ‘Competent Authority’ for the
purpose of these guidelines.
CMD shall be the ‘Appellate Authority’ in respect of such cases.

Page 9
 iv) “Investigating Committee” shall mean any Officer/ Committee
appointed by Competent Authority to conduct investigation.
v) “List of approved Agencies viz Parties/ Contractors/
Suppliers/ Bidders” shall mean and include list of Parties/
Contractors / Suppliers / Bidders etc. if registered with Employer.
4.0 Initiation of Banning/ Suspension
Action for banning/suspension business dealings with any Agency
shall be initiated by the department responsible for invitation of bids
after noticing the irregularities or misconduct on the part of Agency
concerned. Besides the concerned department, Vigilance Department
of each Unit/ Corporate Vigilance may also be competent to initiate
such action.

5.0 Suspension of Business Dealings.

5.1 If the conduct of any Agency dealing with Employer is under
investigation, the Competent Authority may consider whether the
allegations (under investigation) are of a serious nature and whether
pending investigation, it would be advisable to continue business
dealing with the Agency. If the Competent Authority, after
consideration of the matter including the recommendation of the
Investigating Committee, if any, decides that it would not be in the
interest to continue business dealings pending investigation, it may
suspend business dealings with the Agency. The order of suspension
would operate for a period not more than six months and may be
communicated to the Agency as also to the Investigating Committee.
The Investigating Committee may ensure that their investigation is
completed and whole process of final order is over within such period.
However, if investigations are not completed in six months’ time, the
Competent Authority may extend the period of suspension by another
three months, during which period the investigations must be
completed.
5.2 The order of suspension shall be communicated to all Departmental
Heads of SJVN (including its subsidiaries and JVs) and Heads of the
Units. During the period of suspension, no business dealing may be
held with the Agency.
5.3 As far as possible, the existing contract(s) with the Agency may
continue unless the Competent Authority, having regard to the
circumstances of the case, decides otherwise.
5.4 If the Agency concerned asks for detailed reasons of suspension, the
Agency may be informed that its conduct is under investigation. It is
not necessary to enter into correspondence or argument with the
Agency at this stage.
5.5 It is not necessary to give any show-cause notice or personal hearing
to the Agency before issuing the order of suspension.

6.0 Ground on which Banning of Business Dealings can be initiated:

6.1 If the security consideration, including questions of loyalty of the
Agency to Employer so warrants;

Page 10
6.2 If the director/owner of the Agency, proprietor or partner of the firm,
is convicted by a Court of Law for offences involving moral turpitude in
relation to its business dealings with the Government or any other
public sector enterprises, during the last three years.
6.3 If business dealings with the Agency have been banned by the
Department of Power, Government of India and the relevant
government department of Employer’s Country.
6.4 If the Agency has resorted to corrupt, fraudulent practices including
misrepresentation of facts;
6.5 If the Agency uses intimidation/ threatening or brings undue outside
pressure on Employer or its official for acceptance/ performances of
the job under the contract;
6.6 If the Agency misuses the premises or facilities of Employer, forcefully
occupies or damages Employer’s properties including land, water
resources, forests/ trees or tampers with documents/ records etc.
(Note: The examples given above are only illustrative and not
exhaustive. The Competent Authority may decide to ban business
dealing for any good and sufficient reason).

7.0 Banning of Business Dealings

7. 1 A decision to ban business dealings with any Agency shall apply
throughout SJVN including its subsidiaries/ JVs.
7.2 There will be an Investigating Committee consisting of officers not
below the rank of AGM/ DGM from Indenting Division, Finance, Law
and Contracts. Member from department responsible for invitation of
bids shall be the convener of the committee. The functions of the
committee shall, inter-alia include:
i) To study the report of the unit/ division responsible for invitation
of bids and decide if a prima-facie case for banning exists, if not,
send back the case to the Competent Authority.
ii) To recommend for issue of show-cause notice to the Agency by the
concerned unit/ division as per clause 9.1.
iii) To examine the reply to show-cause notice and call the Agency for
personal hearing, if required.
iv) To submit final recommendations to the Competent Authority for
banning or otherwise.

8.0 Removal from List of Approved Agencies - Suppliers/ Contractors,

etc.
8.1 If the Competent Authority decides that the charge against the Agency
is of a minor nature, it may issue a show-cause notice as to why the
name of the Agency should not be removed from the list of approved
Agencies - Suppliers/ Contractors, etc.
8.2 The effect of such an order would be that the Agency would not be
qualified for competing in Open Tender Enquiries or Limited Tender
Enquiries till the period mentioned in the order.
8.3 Past performance of the Agency may be taken into account while
processing approval of the Competent Authority for award of the
contract.

Page 11
9.0 Show-cause Notice
9.1 In case where the Competent Authority decides that action against an
Agency is called for, a show-cause notice has to be issued to the
Agency, Statement containing the imputation of misconduct or
misbehavior may be appended to the show-cause notice and the
Agency should be asked to submit within 15 days a written statement
in its defense.
9.2 If the Agency requests for inspection of any relevant document in
possession of Employer, necessary facility for inspection of documents
may be provided.
9.3 The Competent Authority may consider and pass an appropriate
speaking order:
a) For exonerating the Agency if the charges are not established;
b) For removing the Agency from the list of approved Suppliers/
Contactors, etc.
c) For banning the business dealing with the Agency.
9.4 If it decides to ban business dealings, the period for which the ban
would be operative may be mentioned.

10.0 Appeal against the Decision of the Competent Authority

10.1 The Agency may file an appeal against the order of the Competent
Authority banning business dealing etc. The appeal shall be filed to
Appellate Authority. Such an appeal shall be preferred within one
month from the date of receipt of the order banning business dealing,
etc.
10.2 Appellate Authority would consider the appeal and pass appropriate
order which shall be communicated to the Agency as well as the
Competent Authority.

11.0 Circulation of the names of Agencies with whom Business

Dealings have been banned
i) The concerned unit shall forward the name and details of the
Agency(ies) banned to IT&SE Division of SJVN’s Corporate Office
for displaying the same on SJVN website.

ii) Corporate Contracts Department shall also forward the name and
details of the Agency(ies) banned to the Ministry of Power, GoI
besides forwarding the name and details to the
contracts/procurement group of all CPSUs of power sector.
______________

Page 12
 FORM OF DECLARATION OF ELIGIBILITY

UNDERTAKING

I/ We, M/s ………………………………..(Name of Bidder) hereby certify that I/

we have not been banned/de-listed/ black listed/ debarred from business
by any PSU/ Govt. Department during last 03 (three) years on the grounds
mentioned in para 6 of Guidelines on banning of Business dealing, ITB
Clause……………of Tender Document.

(Seal & signature of the Bidder)

Page 13