Professional Documents
Culture Documents
ON
PROJECT PRPARATION AND LOAN NEGOTITATIONS
GUIDELINES FOR
PROJECT PREPARATION AND LOAN NEGOTIATIONS WITH
MULTILATERAL DEVELOPMENT BANKS (MDBS)
June 2011
Government of India
Ministry of Finance
Department of Economic Affairs
Abbreviations
ADB
CAAA
CAG
CCEA
DEA
EA
EFC
EIA
EMP.
FM
GOI
IBRD
ICB
IDA
IEE
IFAD
MDB
MFI
MI
MOF
NCB
PAD
PAM
PIA
PIU
PMU
PSU
RFP
SFC
TOR
S.No.
TOPIC
l.
INTRODUCTION
2.
1-3
3.
3-7
ANNEXURES
4.
5.
6.
10-12
7.
Government of India
Ministry of Finance
Department of Economic Affairs
GUIDELINES FOR
PROJECT PREPARATION AND LOAN NEGOTIATIONS WITH
MULTILATERAL DEVELOPMENT BANKS (MDBS)
Negotiation of a loan is the culmination of work of between one to two years of
Project Preparation. Different stages of project preparation and loan negotiation are at
Annexure 1. Work starts with a concept note leading to detailed documents which are then
negotiated at the final stage. In order to keep loan negotiations efficient, the documents to
be negotiated with the Multilateral Development Banks need to be in a standard format.
While the documents may be standard as per Multilateral Development Bank (MDB)
specifications for all member countries, standardized version specific to the country has
been broadly evolved keeping in view the most often requested and agreed to
modifications.
2.
There are other points that need to be brought center stage while handling new
loans. While these have been substantially addressed by formulation of the Project
Readiness Checklist (Annexure 3), and are taken care of during processing of the loan,
however, it is important that we reiterate these and other matters with Executing Agencies
(EAs) and the MDBs to further draw their attention and bring in the needed elements of
efficiency to the process.
Part I Important Stages of Processing a Project
3.
The Project needs to be first conceptualized by the Executing Agency (EA) / Project
Implementing Agency (PIA) and / or the Concerned Line Ministry/State Government. The
Executing Agency and the Line Ministry/State Government should pose the project to the
DEA with clarity on Project Objectives, Project Components, Implementation Mechanism
and Project Financials. They should clearly explain why external assistance is required for
the project.1 If it is a Central Project, then concurrence of the Planning Commission for the
project and project size also needs to be furnished by the EA. If it is a State Project, the
concurrence of Line Ministry for the Project and project size, and the concurrence of the
Department of Expenditure (on debt sustainability) also need to be furnished by the EA.
4.
The Screening Committee of the DEA would look into the merits of the Project and
decide whether it needs to be posed for external assistance; and if yes, then to which MDB
the Project needs to be posed. It would also decide, based on existing pipeline of projects
1
At present circular No. 3/3/2004-PMU dated May 9, 2005 prescribes the format for submitting projects to DEA for
external assistance.
2
and delivery schedule, as to in which year the Project can be delivered i.e. negotiated and
signed. Once the Screening Committee decides to pose the Project to an MDB, the DEA will
formally write to the concerned MDB to assist the Project clearly indicating the size of
assistance expected from the MDB and the expected year of delivery of the Project.
5.
Once the Project is accepted by the MDB for assistance, it would start interacting
with the EA and the Line Ministry/State Government for preparation of the project. The
different Project processing missions (such as at concept /identification stage, preparation,
pre-appraisal, appraisal/fact finding stages and subsequent missions wherever required) of
the MDB are important milestones in the project preparation phase. The Aide-Memoire at
the end of each of these MDB missions lists out the activities to be expedited before the next
mission/ loan negotiation, which should be carefully followed-up. Therefore, the wrap-up
meeting after each mission assumes critical importance in the project preparation.
During wrap-up meetings there should be a proper briefing on all aspects of project design
and preparation. The aspects that need to be focused on during project preparation are
listed at Annexure 2.
6.
The aide-memoire of the Appraisal Mission will also enclose a draft Project
Appraisal Document (PAD) /Project Administration Manual (PAM) and associated
documents. These would form the basis for legal documents to be negotiated. Therefore,
they need to be scrutinized carefully.
7.
Pre-loan negotiation meeting with EA(s): This should ideally be held with the
project authorities after receipt of the loan negotiation package which is sent to the DEA
with a letter from the MDB inviting the DEA and others for loan negotiations. This should
preferably be done at least a week in advance of the proposed negotiation dates in order to
get some time for resolving any issues which may come up during pre-loan negotiation
meeting. It is advisable that the project authorities are requested to go through each
paragraph in the legal agreements and associated documents. If any changes are proposed
by them, they should be prepared in a tabular form, the original text and the proposed text
clearly depicted in separate columns. This speeds up the entire process of negotiation.
8.
It is also necessary that the EA delegation which finally represents the project
authority in the loan negotiation also attends the pre-loan negotiation so that all critical
issues are thrashed out upfront and no new surprises are sprung by the project authorities
new representative during the negotiation meeting. The idea is for DEA to be on the same
plane with the project authorities as one India Team.
9.
Approval to negotiate: The negotiating team is led by the DEA and comprises the
authorized representative of the Executing Agency and the Line Ministry/State
Government (as the case may be). Approval of competent authority in the DEA must be
taken for negotiating the loan.
10.
During negotiations the representative authorized to negotiate the loan from DEA,
EA, Central Line Ministry/ State Government (as the case may be) should go through each
and every clause of the legal agreements and associated documents and ensure that they
reflect the understanding reached during the project preparation and appraisal stages.
Legal agreements have been largely standardized for ease of use during negotiations. Yet, it
would be important that a clause by clause scrutiny of the legal agreements and the PAD/
PAM and any other associated documents is done.
11. After Loan negotiations a report should be put up informing the competent authority in
DEA about the main points of the negotiations and seek his/ her formal concurrence for the
loan so negotiated.
12. The procedure to be followed after the loan negotiation comprising Board Approval,
Loan signing, Legal Opinion and Effectiveness of loan also needs to be explained to the
EAs, Line ministry/State governments (as the case may be).
Part II Substantive Issues
13.
Design of the Project: A proper design of the project should ensure clarity in the
roles of the different stakeholders and bring upfront the Finance Plus elements, i.e., push
the multilateral for sharing international best practices, technologies and innovations and
also ensure their sustainability after the project/assistance is over. In financial design and
structuring, the above mentioned points can also be brought in and creative ways of
bringing private sector or local or community partnerships, as relevant, can be built into the
design of projects.
14.
A Project design must also include an appropriate exit strategy to ensure
sustainability of Project Objectives, Outcomes and Finance Plus elements. An appropriate
strategy should be framed to ensure their continuance/expansion from domestic sources of
funding. Exit Strategy should also cover appropriate handing over of the assets and
intellectual property of the Project to an appropriate agency for their maintenance and upgradation.
15.
Financial arrangements: In order to have complete clarity on this issue (with no
unanswered questions remaining to be resolved at negotiations stage), the Executing
Agencies (EAs) should clearly discuss with Mission Leaders and the DEA the following:
Fund flow mechanism from the MDB to project / EAs, and the different
methods available for disbursement. EAs should be educated about the pros
and cons of each method so that a conscious decision can be taken keeping in
view the cost of funds, liquidity available with the project authorities and
smooth flow requirements. CAAA can be asked to assist in this process and be
brought in at the time of wrap up of the first Mission, if project authorities are
attending the meeting. On the World Bank side, the disbursement letter (which
is an important part of negotiation documents) needs to be scrutinized by the
CAAA in order to ensure that the arrangements and conditions laid out are in
accordance with existing practices and that no new conditions are imposed.
Percentage of MDB funding, requisite counterpart funding to be provided by
the Executing Agency including Central support, if any, for special category
states to meet the counterpart funding support.
Arrangement of co-financing or other funding, if necessary, and how they are
supposed to be brought in.
Foreign exchange and interest rate risk to be borne by States/EAs: This issue
should be clearly explained to the States and the EAs where the loans are being
passed on based on a back to back arrangement.
Accounting requirements for the MDBs: This finds a mention in the Legal
Agreements. The States /EAs should be able to discuss and deliberate on these
issues to get their doubts clarified during Appraisal / fact-finding stage itself.
External Audit requirements: For expenditures incurred by Ministries or
Government Departments, the CAG is the external auditor, and the audit reports
of CAG would be acceptable to the MDB. For entities like PSUs, Societies, Trusts
and such other types of entities, a private firm of Chartered Accountants, usually
empanelled with the CAG (who may be statutory auditors themselves), and as
acceptable to the MDB, can conduct the audit of the financial expenditures
related to MDB assistance and their reports would be acceptable to the MDB.
Internal Audit arrangements: Internal Audit is an integral part of the internal
control mechanism of an entity/organisation. For the Projects to be financed by
MDB, the internal audit arrangement has to be assessed by the MDB during
project preparation. There may be a need to enhance internal audit
arrangements. The exact enhancement required, and the arrangement to do this,
is a point of assessment and deliberation between the MDB and the EA and the
Line Ministry/State Government. The Project documents should spell out the
nature of internal audit arrangement, and the needs to enhance them, if any.
Advance contracting and retroactive financing and the way it functions.
Interest during construction, taxes and duties on goods and equipments, rate
of interest, terms of the loan including the different amortization modes. (The
repayment dates should be discussed with the project authorities. The
advantage of keeping the repayment date just prior to the Board Date should be
explained to them, as it gives them an additional 5-6 months time before the
first repayment starts after the moratorium period).
The importance of correctly estimating expenditure budget requirement
(inclusive of counterpart funding): It is important that the EAs, Line
5
Ministry/State Governments understand this early on in the Governments
budget cycle so that adequate provision is made in the budget for the year the
project is likely to become effective and also in future years of implementation.
16.
Costing: Costing is an important issue which EAs have to keep in mind. Apart from
specifications, costing is also linked to different types of procurement. ICB or NCB and the
kind of procedures it takes would have an element of cost attached that EAs need to be
aware of. During designing, the technical requirements in procurement as per MDB
procedures need to be clearly brought out, discussed and firmed up. Safeguard
requirements also have a costing element. In using NCB as a method of procurement, care
should be taken to ensure agreement is reached with MDB by Appraisal Stage / factfinding stage itself, concerning local regime as applicable and MDBs requirements. (See
paragraph below)
Procurement: The different methods of procurement as per MDB policy are
17.
important to be highlighted to the Executing Agencies. The requirements under
International Competitive Bidding, National Competitive Bidding, Shopping, etc.,
should be discussed at length. It is important that the EAs and the Line Ministry/State
Government understand the procurement procedures and documents thoroughly. They
should also be made aware of implications of mis-procurement.
18.
On the World Bank side, model bidding documents for NCB have been agreed with
GoI Task Force. For NCB these documents need to be used. These need to be clearly
understood by the EAs during the preparation stages itself.
19.
On the ADB side, there has been some flexibility in redesigning the NCB documents.
Both EAs and Team Leaders can be advised to start discussing procurement related issues
right from the beginning. This would entail that existing bid documents in a particular
sector or in different State in that sector or some State sector may be shared and thoroughly
discussed so as to address all issues. Separately, in consultation with DEA, ADB could also
start the process of having discussions on procurements in a generic way with each State at
the level of Finance and Planning Departments. Such an approach would benefit both sides
in allowing operations to proceed as per existing practice without breach of procedure or
time. Simultaneously, they would also allow standardization of templates on a State basis
keeping in mind sectoral requirements.
20.
For ICBs, the standard bidding documents of the MDB needs to be used. Wherever
applicable, this must be explained to the EAs and the Line Ministry/State Governments.
21.
In addition the EAs and Line Ministry/State Governments must familiarise
themselves with the applicable procurement guidelines of the MDB which are available at
their websites.
22.
Project Implementing Unit: Implementation of the project is guided to a large
extent by the PIU and the team that handles the project implementation. There are
instances where lack of clarity in the administrative arrangements and financial control
mechanisms have led to problems and delays in issuance of bid documents, grant of
financial sanctions, duplicity of command etc. EAs need to clearly focus on this aspect and
decide how they would like to structure the administrative and financial arrangements to
handle the project. Although, MDBs propose PIU structure, EAs should decide whether
they want a PIU or whether they would like to implement the project within the existing
administrative arrangements. Experience suggests that it is important to have continuity in
core staff, especially at the second/third rung who handle the project and the MDB Team,
from the conceptualization of the project to its negotiation and also during implementation.
23.
Safeguards: The safeguard requirements of MDB need to be discussed and adequate
measures taken so that due diligence is completed and adequate frameworks/plans are
agreed well before negotiations (and certainly by the Appraisal Stage/ fact-finding stage).
In this regard, such early closure is also relevant considering that safeguards involve cost
elements that need to be incorporated in Project costs. On the EA side, since safeguard
covers 3 distinct areas and departments (Land Revenue for Acquisition of Land and
Resettlement, Forest and Environment and Tribal Affairs) an overall coordinator in the
executing department/PIU would be very helpful to be associated with the project right
from the beginning rather than the end.
Project Readiness Check List: A Project Preparedness Checklist is at Annexure 3. A
24.
perusal of the Project Readiness Check List will show that most actions covering all the
points noted above are to be completed before loan negotiations. However, it has been
found, particularly, in multi-state projects and projects in difficult, new and innovative
areas that there are gaps which would need to be addressed at the negotiation stage. We
may emphasize with both the MDBs and the EAs that the above may be kept in mind for
complete closure before loan negotiations. It may be highlighted that loan Appraisal
Mission (also called Fact-finding Mission or in some cases a second fact-finding mission) is
the final stage for resolving all issues and, therefore, work needs to begin on all these points
much in advance even before the Appraisal Mission/ Fact Finding Mission is mounted.
25.
On DEA side, the following points for project preparation and loan negotiations are
important:
To monitor pipeline projects right from the beginning with an eye to all the above
mentioned points and the aspects mentioned in Annexure 2 (Aspects to be looked into
during Project Preparation) and Annexure 3 (Project Readiness Checklist for Projects aided
by Multilateral Financing Institutions).
All pipeline projects missions must necessarily have a wrap-up with DEA in which
participation of Executing Agency and Line Ministry/State Government (as the case
may be) should be preferred. This is being followed since the last 3 years. During the
wrap-up, the MDB may be advised to attach the status on the Project Readiness
Checklist (Annexure 3) and highlight its discussions on the aspects listed as
Annexure 2.
Loan Appraisal (also called Fact-finding or in some cases a second fact-finding
mission) is the most important stage before negotiations. After the Mission for this
completes its visit, a detailed tri-partite wrap up is essential to go through all issues
and documents. MDB Team should run the DEA and EA through the documents to
make sure that issues are agreed to and there are no major unresolved issues to be
sorted out during negotiations.
Before negotiations, there must necessarily be pre-loan negotiations discussions
with the Executing Agencies and the Line Ministry/State Governments on the
documents received at least a week in advance of final negotiations. We have found
the practice of pre-loan discussions very useful because this is the time to revisit the
entire project design, implementation mechanisms, project financials and all other
details of the Project with the EAs and the Line Ministry/ State Governments. At the
end of pre- loan negotiations certain unresolved issues, or doubts or finer points can
be flagged to the MDB immediately so that they have time to address these issues
in advance of the negotiations thereby cutting lot of delays during final negotiations.
A list of documents generally present in the Negotiation Package is at Annexure 4.
As these are required to be confirmed at Loan Negotiations the State/EA must go
through these documents as well as the other linked Documents specially the
Safeguards and Financial Documents thoroughly during MDB missions (appraisal/
fact-finding) so that no unresolved issue remains at loan negotiations.
The Loan Negotiation Document Package, must be received in the DEA at least 21
days in advance of the loan negotiations along with a letter from the MDB inviting
the Executing Agency and Line Ministry/State Government (as the case may be) to
negotiate the loan.
26.
The abovementioned preparatory steps together with the standardization
achieved on the two main documents, the Loan and the Project Agreements, definitely help
in making negotiations smooth and efficient and we may reiterate the same to EAs and the
MDBs.
8
Annexure 1
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
Annexure 2
Aspects to be looked into during Project Preparation
A Project is developed with intense involvement of the EA and the concerned Line Ministry/State
Government with the MDB. During Project Development the following aspects should be clearly understood
by every one: EA, Line Ministry/State Government, MDB and the DEA:
a) Project Financials covering: Project Size, Assistance size, Counterpart funding requirement and cofinancing or leveraging arrangements and how they are being assured.
b) Terms and conditions of the loan, including different amortisation modes (where applicable)
c) Guarantee Fee, where required
d) Co-financing and other financing required and who would be responsible for bringing them
e) Project Development Objectives
f) Project components and inputs
g) Project Outputs and Outcomes
h) Finance Plus elements of the Project
i) Indicators to measure achievement of Project Development Objectives, Out puts, Outcomes and
Finance Plus elements
j) Implementation mechanism and staffing issues and whether a separate PIU is required
k) Role of various institutions/agencies/organisations who would be involved in Project
implementation and how they would assure their respective roles including funding they have to
provide/bring
l) Approvals structure for various expenditure items
m) Fund Flow mechanism, Requirements of Fund Accounts and reimbursement mechanisms
n) Interest During Construction, Treatment of taxes and Duties on goods, equipment and consultancies
o) Accounting Arrangements
p) Internal Audit Arrangements
q) External Audit arrangements
r) Procurement Plan, procurement procedures and bidding documents to be followed
s) Advance contracting and retroactive financing arrangement
t) Safeguard issues and plan to address them, including dedicated staff requirements, if any, for
handling these issues
u) Appropriate exit strategy
v) Budgetary provisions required (including counterpart funding) for the year in which the loan is likely
to be negotiated and for further years over the project implementation period.
During Mission briefings the DEA should be briefed on the details of the above listed aspects.
10
Annexure 3
Project Readiness Checklist for Projects aided by Multi-lateral Financing Institutions (MFI)
Sl.
No.
Milestones
Checklist for
conception
stage
ii.
iii.
Agency
responsible
compliance
Project
submitting
agency
Project
submitting
agency
Project
submitting
agency
DEA
Project
submitting
agency
i.
ii.
Project
Implementing
Agency (PIA)
PIA
Before Appraisal2
PMU/ PIU
iii.
iv.
v.
Procurement
plan and actions
vi.
vii.
R&R
2
viii.
PIA
PIA
PIA
PIA
PIA
PIA
In the case of ADB assisted projects, Sl. No. 3 (vi) to (viii) and (ix) to (xi) may be completed before loan negotiations
for
11
Sl.
No.
Milestones
ix.
x.
xi.
PIA
PIA
PIA
PIA
vi
PIA
vii
ii.
iii.
Institutional
arrangement
and HR
iv.
v.
Implementation
readiness
Agency
responsible
compliance
By negotiation
ix
Bids for contract worth at least 30% of the project cost (or the
first phase) are received and award finalized prior to
negotiations
x
xi
PIA
for
12
Sl.
No.
Milestones
Agency
responsible
compliance
PIA
DEA/PIA
for
13
Annexure 4
Documents Generally Present in the Negotiation Package
MDB
IBRD
Documents
Project Appraisal Document
Loan Agreement
Project Agreement
Guarantee Agreement (in case of a direct loan to a PSU)
Disbursement Letter
IDA
ADB
IFAD