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बहार गजट (असाधारण)] 17 माच. 2010

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Government of India

Ministry of Finance

Department of Economic Affairs

Panel of Transaction Advisers for PPP projects: A guide for use of the Panel

1 Introduction

1.1 The Government of India has announced its intention to create an enabling

environment for private investment in infrastructure. The Government of India has

established the Committee on Infrastructure under the chairmanship of the Prime Minister of

India to support this policy. The Government has also established a scheme for financial

support to Public Private Partnerships (PPPs) where there is a gap between revenues which

can be raised from user charges and the funds required.

1.2 Implementation of this policy will require that the agencies concerned at central,

state and municipal government level have access to appropriate advisory support for the

implementation of PPP transactions.

1.3 There has been a demand from some of the State Governments and its agencies

raised in different fora for assistance in short-listing transaction advisers/consultants to

eliminate delays in creation of shelf of projects and to prevent hiring of transaction

advisors/consultants on nomination basis.

1.4 In response to this demand, the Government of India has established a panel of

pre-qualified Transaction Advisers, hereinafter referred to as Panel. The Panel has the

following characteristics:

• The Government has pre-qualified those firms who it has assessed are the

most suitable for providing this advice, rather than pre-qualifying all firms

who pass a minimum threshold.

• This Panel is available to all central, state and municipal governments who

are undertaking or intending to undertake PPP transactions However, it is

advisable to procure financial, legal and technical expertise separately in the

case of large projects such as port development or airport development

projects where the project cost is very high.

• Panel

members

have

skills

and

experience

provide

both

commercial/financial and legal services in support of PPP transactions. The

possible scope of such services is described in section 3. Where specialist

technical advice related to the sector concerned is required, this should be

separately procured.

• Panel applicants have already been assessed as capable of providing

transaction management services. Subsequent appointment by the central,

state and municipal government agencies should be on the basis of a financial

proposal, against a defined scope of work.

• Firms/ Consortia on the Panel will contract directly with the Sponsoring

Authorities concerned for provision of transaction management services.

DEA should however be kept informed on the use being made of the Panel,

and the performance of Panel members.

• The transactions may arise in urban waste management, water, public

transport, highways, education and health. However, use of the Panel is not

restricted to these sectors

1.5 This Users’ guide describes the processes and the tasks involved in appointing a

transaction adviser for a PPP transaction using the Panel. Projects may be implemented

बहार गजट (असाधारण)] 17 माच. 2010

Government Departments, project units, or agencies. These are collectively referred to as

Sponsoring Authorities in this document.

2 Role of the Panel

2.1 The Panel is intended to:

• Streamline the tendering process for the engagement of transaction advisers for

PPPs;

•

Enable fast access to firms that have been pre-qualified against relevant criteria;

and

• Ensure transparency and accountability through clear definition of the processes

and the role and responsibilities of the agencies and the private sector.

2.2 All Central, State and municipal government agencies may access the Panel for

the purpose of procuring transaction advisers for PPP projects.

2.3 Where Sponsoring Authorities are seeking a quote from a Panel member, the

Sponsoring Authority concerned should directly approach those members. A full listing of

Panel members and their contact details is provided in section 4.

2.4 The Panel is valid for a period of two years. During this period Department of

Economic Affairs (DEA) may remove firms from the panel if it concludes that they have not

demonstrated adequate capability of providing the required services in a professional manner

or add new firms, after due diligence. Any information on change to panel membership will

be made available through DEA’s website- www.pppinindia.com.

3 Step-by-step guide

3.1 Figure 1 provides a summary of the steps that Sponsoring Authorities need to take

in determining whether the panel is applicable to their requirements, and (if it is applicable)

in appointing panel members to act as transaction adviser.

Figure 1: Summary of steps in using panel consultants:

↓

Confirm proposed project is eligible

Develop specific terms of reference for the assignment

Determine which panel members to approach

Seek financial quote from panel members

Evaluate proposals from panel members

Sign contract for provision of transaction services withselected panel member

Service commences

Evaluate and report performance to DEA on performance of selected panel member

बहार गजट (असाधारण)] 17 माच. 2010

3.2 These steps are detailed below.

Step 1

3.3 Ensure the project meets the eligibility criteria

3.3.1 The Panel has been developed to provide pre-qualified transaction advisers for

small to medium size PPP projects. The first step is to confirm that the project under

consideration is a small to medium size PPP project.

3.3.2 The panel should not generally be used for projects with a capital cost

exceeding around Rs. 250 crore (Rs. 2.5 billion). If the projected capital costs exceed that

level, the panel is unlikely to be appropriate. The panel has sought integrated offers to

provide both commercial/financial and legal advice. Larger projects will often use separate

commercial/financial and legal advisers.

3.3.3 The Panel should be used for PPP projects. Broadly defined, a Project is based

on a contract or concession agreement between a Government or statutory entity and a

private sector company for delivering a service on payment of user charges.

3.3.4 Prior to using the Panel, the agency should confirm that the project under

consideration meets the following conditions:

• A substantial capital investment (but not exceeding around Rs. 250 crore) in

infrastructure will be required, to provide the services required under the project;

• Government facilitation is required, whether in purchasing the output, other direct

financial support to the project’s viability, or supporting inputs (such as land acquisition); and

• The concessionaire will be required to finance the project, and recover the capital

costs over time, through user charges/annuities. Typical concession period is likely to be 15

to 30 years, and in some cases longer. A contract where the contractor receives payment for

the capital cost at an earlier stage (such as on successful commissioning) and not based on

life-cycle costs that include maintenance for the period, is not eligible.

The reason for limiting the Panel to projects of this kind is that they raise distinctive

problems in their execution. The Panel of advisers has been selected on the basis of their

capability to advise on projects of this kind, and their experience in doing so.

Step 2

3.4 Develop specific terms of reference for the assignment

3.4.1 The panel is intended as a source of advisers to assist with implementation of a

transaction. The panel is not intended for use for preliminary analysis, for instance to

determine whether the project is viable, and to determine whether it should be procured

through a PPP contract or some other means.

3.4.2 The terms of reference for the assignment should relate to the successful

execution of a PPP transaction.

3.4.3 There are many different stages at which the transaction adviser could become

involved, and many different ways of allocating the tasks between the Sponsoring Authority

and the transaction adviser. The transaction adviser needs to understand clearly what tasks

they will undertake and what resources they will require, in order to provide a financial offer

for undertaking the transaction. The terms of reference should therefore set out both what

needs to be done, and the supporting inputs that will be provided by the Sponsoring Authority

(or other advisers) and the role that the transaction adviser needs to play.

3.4.4 An indicative list of tasks that could be considered in developing the terms of

reference includes:

• Interaction with the market, or conduct of formal market soundings, to confirm

decisions on scope, timing and packaging of the transaction;

बहार गजट (असाधारण)] 17 माच. 2010

• Preparation of bid documents including but not limited to the Request for

Proposals and the Contract for Services (Concession Agreement);

• Preparation of supporting information to assist bidders in preparation of their

bid, and where relevant creation of a data base and management of access to

the data base;

• Support to communication with the market and interaction with the market,

including managing and responding to requests for clarification;

• Preparation of an evaluation plan, assistance with evaluation and preparation

of evaluation reports;

• Assistance in negotiation with one or more parties prior to contract award;

• Monitoring and advice on bidder performance against any conditions

precedent to financial close; and

• Management of other advisory inputs, and overall management of the

transaction team, to ensure a successful conclusion.

3.4.5 Panel members have been selected on the basis of their capability and

experience in discharging a lead role in transactions and providing commercial, financial and

legal advice. They are unlikely to have detailed technical or engineering expertise. Where

further technical advice is required, the technical advisers should be procured separately. The

terms of reference should not include any tasks (such as detailed design of the technical

specifications) which need to be undertaken by technical specialists. Generally this task is left

to the contracted private party.

Step 3

3.5 Determine which panel member to approach

3.5.1 The firms/consortia on the Panel have been selected on the basis of their ability

to provide transaction services. This is a skill which is applicable across all sectors. Where

specialist technical expertise is required, this should be separately procured.

3.5.2 There may however be advantageous to use transaction advisers who have

previously worked in the sector concerned. These advisers may bring a close familiarity with

typical contract arrangements, the potential bidders and other knowledge which assists with

undertaking the transaction.

3.5.3 The Panel has therefore sought an indication from panel members of the sectors

in which they have previous experience in undertaking transactions. Each panel member has

indicated whether they have experience in, - i.e., Urban waste management, Water, Public

transport, Ports, Airports, Highways, Education and Health.

3.5.4 These sectors have been selected as ones in which PPP projects are likely to

proceed. However, it is also intended that the panel can be used for other sectors as PPP

projects develop in those sectors.

3.5.5 Before approaching Panel members, the Sponsoring Authority should carefully

consider whether it wishes to seek advisers with previous expertise in the sector applicable to

the project. This will reduce the number of eligible panel members, and therefore, reduce the

number of competitors.

Step 4

3.6 Seek a proposal and financial quote from the selected panel members

3.6.1 Having identified the project for PPP structuring, the Sponsoring Authority

should request a proposal (RFP) from all or atleast five members of the Panel. The RFP

should clearly define the tasks to be undertaken by the transaction adviser, the key

deliverables, the timelines and the evaluation criteria. The RFP should also provide

background on the project, how it is currently being managed, and (where relevant) the role

of other advisers.

3.6.2 It is possible to structure the fee in two parts. The first part would be the

lumpsum fee to be quoted by the Transaction Adviser as the financial bid (the bidding

बहार गजट (असाधारण)] 17 माच. 2010

parameter), and would be released against pre-determined milestones. The second part, as an

incentive, could be a predetermined success fee, payable on the project reaching technical

close, i.e. on signing of the Concession Agreement by the prospective concessionaire for the

PPP project. The quantum of the success fee, to be recovered from the Concessionaire, could

be 50-100 percent higher than the cost of transaction actually incurred by the Transaction

Adviser, excluding outsourced work, expenses incurred by the Sponsoring Authority and

similar such costs. The percentage of return on the actual cost of transaction (say 50-100 per

cent) should be specified in the RFP to enable the Transaction Adviser to determine his most

competitive financial bid.

3.6.3 The proposal from the selected panel member should provide a detailed

description of the resources that will be applied to the assignment, especially adequately

experienced personnel, capable of and devoted to the successful accomplishment of work to

be performed under the contract. The panel member must agree to assign specific individuals

to the key positions and that, once assigned to work under this contract, key personnel shall

not be removed or replaced without written notice to the Authority. If key personnel are not

available for work under this contract for a continuous period exceeding thirty (30) calendar

days, or are expected to devote substantially less effort to the work than initially anticipated,

the panel member shall immediately notify the Sponsoring Authority, and shall, subject to the

concurrence of the Sponsoring Authority, replace such personnel with personnel of

substantially equal ability and qualifications.

3.6.4 The panel member should confirm that there is no conflict of interest in taking

up this Transaction Advisory assignment. Sponsoring Authority should take an undertaking

from the tendering Panel member or consortia, that they/ their affiliates will not bid for/ rate

the same projects.

3.6.5 In case the Panel member is a Consortium, change in composition of the

Consortium shall not be permitted by the Sponsoring Authority.

3.6.6 In short the RFP should contain the following:

(i) A letter of invitation

(ii) Information to Consultants regarding the procedure for submission of

proposal

(iii) Terms of Reference (TOR)

(iv) List of key position whose CV and experience would be evaluated

(v) Standard formats for financial proposal.

(vi) Proposed contract terms

(vii) Procedure proposed to be followed for midterm review of the progress of the

work and review of the final draft report.

Step 5

3.7 Evaluate proposals from panel members

3.7.1 The panel members have already been pre-qualified as capable of providing

transaction services. A further technical offer and evaluation is not required. It is expected

that appointment will be on the basis of a financial evaluation. However, the Sponsoring

Authority, while evaluating should ensure that :

(i) The panel member has confirmed its acceptance of the deliverables, has confirmed

its capability and resources to meet the deliverables within the timeline set out in the RFP;

(ii) The panel member has confirmed that they face no conflict of interest in

undertaking the assignment. A conflict of interest will arise if the panel member, or its parent

company, is advising potential bidders for the PPP project, or if the panel member or its

parent company is considering a debt or equity involvement in the project or is required to

rate the proposed PPP project. It is, therefore, recommended that the Sponsoring Authority

बहार गजट (असाधारण)] 17 माच. 2010

appointing the transaction advisors should ensure that such a conflict of interest does not

exist or arise.

Step 6

3.8 Sign a contract with the successful panel member

3.8.1 Sponsoring Authorities using the Panel should note that they will be the party

contracting with the Panel member. DEA has established the Panel, but will not be involved

in any contracts between Sponsoring Authorities and Panel members.

3.8.2 After the completion of evaluation process and the selection of the preferred -

panel member the Sponsoring Authorities must send a letter of appointment together with a

contract of engagement.

3.8.3 The Sponsoring Authority will rely on the transaction adviser for managing the

transaction up to the award of the PPP contract. It is of great importance that the contract

clearly sets out:

• The role and functions of the transaction adviser and of other parties, key

deliverables, timelines, and accountabilities;

• The basis on which the transaction adviser will be paid.;

• The reporting requirements to ensure the Sponsoring Authority is well informed

on progress on the PPP transaction, and on any issues arising; and

• Probity requirements, including the need to actively monitor any possible

conflicts of interest, and the need to maintain project confidentiality, supported by

a Deed of Confidentiality.

3.8.4 DEA is separately providing advice on standard terms and conditions in a

contract with a transaction adviser.

Step 7

3.9 Commencement of service

3.9.1 After signature of the contract, the transaction adviser can start work.

3.9.2 The Sponsoring Authority should ensure that a full and comprehensive briefing

is provided to the transaction adviser, to assist an early and effective start on the assignment.

3.9.3 The Sponsoring Authority should also ensure that all relevant parties, including

project staff within the Sponsoring Authority itself, other institutions involved in the project,

and other advisers working on the project are informed of the appointment of the transaction

adviser.

Step 8

3.10 Report performance to the DEA contract manager

3.10.1 The Panel has been established by DEA to assist agencies in identifying and

retaining transaction advisers. It is of importance that DEA receives feedback on the

performance of Panel members to ensure the ongoing quality, and the effectiveness of the

Panel arrangement.

3.10.2 Sponsoring Authorities should inform DEA when a Panel member is

appointed to provide transaction services and provide a report on performance after

completion of the transaction adviser’s assignment.

बहार गजट (असाधारण)] 17 माच. 2010

4 List of Panel of Transaction Advisers (Panel members )

Sl.

No.

Name of the Transaction

Adviser

Address

Contact No.s/

e-mail

Contact person

Abacus Legal Group, India

Consortium partner: Clayton

Utz., Australia

B-226, 1st Floor,

Greater Kailash-1,

New Delhi-110 048

+91(011) 2923 4030/

2923 4092/2923 6522

[email protected].

net.in

Mr. Akshoy Rekhi

+9198110 43477

CRISIL Infrastructure Advisory,

India;

Consortium partners: Verulam

Consultants Private Limited,

India; Amarchand & Mangaldas

and Suresh A. Shroff & Co., India

and Devesh K Shah & Co., India

CRISIL Limited,

121-122,

CRISIL House,

Andheri-Kurla Road,

Andheri (East),

Mumbai-400093

+91(011) 52405194

Mr. Sameer Gupta,

Head- CRISIL

Infrastructure

Advisory

+91 9350491051

Deloitte Touche Tohmatsu India

Private Limited, India;

Consortium partners: Deloitte &

Touche LLP, UK and Hemant

Sahai Associates, India

Hansalya, 4th Flour

4E, Barakhamba

Road, New Delhi-

110 001

+91011 2331 5256

2331 3543

2331 5437

kamleshmittal@deloitt

e.com

Mr. Kamlesh Mittal

+919811156820

Ernst & Young Private Limited,

India

Consortium partners:

Amarchand & Mangaldas and

Suresh A. Shroff & Co

Ernst & Young

Private Limited 205,

Ashoka Bhoopal

Chambers, Sardar

patel Road,

Hyderabad, Andhra

Pradesh 50003

+91406627 4111/6627

4000

+91 40 2789 8851

(Fax)

+91 9849040801

[email protected]

Mr. Utkarsh

Palnitkaar, Partner &

Leader, Advisory

Services,

Infrastructure, Real

Estate & Government

Feedback Ventures Private

Limited, India;

Consortium partners:

Delhi Metro Rail Corporation

(DMRC), India. Bankworld Inc.,

USA and Hemant Sahai

Associates, India

Feedback House, 7,

Local

Shopping Centre,

Panchsheel Park,

New Delhi-110 017

91(011) 42007508

akhileshwar@feedbac

kventures.com

Mr. Akhileshwar

Sahay,

President, Government

& Multilateral

Advisory Services

(GMAS)

Grant Thornton UK LLP, London,

Consortium partners: U.K.

Grant Thornton India Private

Limited, India and Amarchand

Mangaldas & Suresh A Shroff &

Co., India.

Grant Thornton

House, Melton Street,

Euston Square,

London, NW1 2EP,

United Kingdom

0044(0)870 324 2282

(Telefax)

Glenn.stone@gtuk.

com

Mr. Glenn Stone

0870 324 2282 Mr.

Amit Jain, Senior Vice

President, Government

and Infrastructure

Advisory, Grant

Thornton, India

+9198717 44 226

Infrastructure Development

Finance Company (IDFC)

Limited, India;

Consortium partners:

Infrastructure Development

ITC Centre, 3rd

Floor, 760,

Anna Salai,

Chennai-600 002

+91044 2855 9440

044 2854 7597(F)

[email protected]

Mr. Cherian Thomas,

Senior

Director – Advisory

Services

बहार गजट (असाधारण)] 17 माच. 2010

Sl.

No.

Name of the Transaction

Adviser

Address

Contact No.s/

e-mail

Contact person

Corporation (Karnataka) Limited

(iDeCK), India and Singhania &

Partners, India

+91(011) 46006111

+919818101115

Infrastructure Leasing and

Financial Services (IL&FS), India;

Consortium partners: IL&FS

Infrastructure Development

Corporation, India; IL&FS

Education and Technology

Services, India; Amarchand and

Mangaldas & Suresh A. Shroff &

Co. and Junnarkar & Associates,

India

Infrastructure

Leasing and

Financial Services

Limited, Regd

Office: IL&FS

Financial Centre, C-

22, G Block, Bandra

Kurla Complex,

Bandra East,

Mumbai-400051

+91011 4130 6726/27

prasanna.srinivasan@i

lfsind ia.com

Mr. Prasanna

Srinivasan,

Sr. Vice President,

+9198110 66728

International Finance Corporation

50M, Niti Marg

(Gate No.3)

Chankyapuri, New

Delhi-110021

+91(011) 4111 1018/

1000

+91011) 4111 1001/

02 (Fax)

[email protected]

Mr. Vipul Bhagat,

Manager,

Infrastructure

Advisory, South Asia

Pricewaterhouse Coopers Private

Limited, India;

Consortium partners:

A.Y.Chitale & Associates, India

and Singhania & Partners, India

Price water house

Coopers Private

Limited, Building 8,

7t h & 8th Floor,

Tower B, DLF

Cybercity,

Gurgaon-122 002.

Regd office: Plot

No.Y-14, Block

EP, Sector V, Salt

Lake Electronics

Complex,

Bidhannagar,

Kolkata-700 091

+910124 4620557

+9101244620000

(Board)

+910124 4620620

(fax)

vishwas.udgirkar@in.

pwc.com

Mr. Vishwas Udgirkar,

Executive

Director

RITES Limited, India

Consortium partner: Suri &

Company Law Firm, India

Regd Office: New

Delhi House,

27, Barakhama Road,

New Delhi

Corporate Office:

Plot No.1, Sector 29,

Gurgaon 122001

+910124 2571666/

0124 2818170

+910124 2571630 /

+910124 2571660 (F)

[email protected]

Mr. S.K. Seth, Group

General

Manager (Privatisation

and

Concession)

NOTE:—1. There may be potential conflict of interest in case of panel members such as

IL&FS and IDFC Limited are selected as the Transaction Adviser for a project

for which they could be potential bidders. It is, therefore, recommended that the

state governments/ local governments appointing the transaction advisors should

take an undertaking from the selected consortia that they/ their affiliates will not

bid for the same projects.