DEPARTMENT OF TELECOMMUNICATIONS Sanchar Bhawan, 20 Ashok Road New Delhi DISCLAIMER This request for Expression of Interest (EOI) is not an offer by the Department of Telecom, India, but an invitation to receive responses from eligible interested firms for providing project consultancy on “Detailed Project Report on setting up of Telecom Finance Corporation”. No contractual obligation whatsoever shall arise from the EOI process unless and until a formal contract is signed and executed between Department of Telecom, India and the bidder(s) concerned. Department of Telecom, India reserves the right not to proceed with the project. Draft EoI for TFC Page 1 SCHEDULE FOR SUBMISSION Event Date & Time Availability of EOI Document on DoT 09-12-2013 (1100 hrs) to 09-01-2014 (up Website to 1500 hrs) IST Last date and time for submission of 09-01-2014 up to 1500 hrs (IST) completed EOI document Opening of EOI 09-01-2014 at 1600 hrs (IST) The EOI document can be downloaded from the website: www.dot.gov.in Alternatively, the document can also be obtained in person from Shri Vinod Kumar, ADG (Plan), 10th Floor, Room No. 1009, 20 Ashoka Road, Sanchar Bhawan, New Delhi-110 001 on any working day between 1100 to 1500 hours up to 09-01-2014. The completed application, containing two hard copies and one soft copy (on a non-rewriteable CD) of the EOI, should be submitted in a sealed cover super scribed with the title "Detailed Project Report for setting of Telecom Finance Corporation" before the last date and time at the following address: Shri G. Baskaran, Director (B&P), 7th Floor, Room No. 702, 20 Ashoka Road, Sanchar Bhawan, New Delhi-110 001. Late Applications: Any application received after the last date and time for submission of the same, i.e. 1500 hours (IST) on 09-01-2014, shall not be accepted. Applications received after the last date shall be summarily rejected and returned unopened. Draft EoI for TFC Page 2 NOTICE INVITING EOI GOVERNMENT OF INDIA MINISTRY OF COMMUNICATIONS & IT DEPARTMENT OF TELECOMMUNICATIONS INVITATION FOR EXPRESSION OF INTEREST FOR “DETAILED PROJECT REPORT ON SETTING UP TELECOM FINANCE CORPORATION” Department of Telecom, India invites applications for Expression of Interest (EOI) from experienced and reputed firms or a consortium of firms for providing comprehensive consultancy on "Detailed Project Report for setting of Telecom Finance Corporation." Detailed terms and conditions are prescribed in the EOI document, which can be downloaded from the website: www.dot.gov.in. Alternatively, the document can also be obtained in person from Shri Vinod Kumar, ADG (Plan), 10th Floor, Room No. 1009, 20 Ashoka Road, Sanchar Bhawan, New Delhi-110001 on any working day between 1100 to 1500 hours up to 09-01-2014. The last date for submission of completed application, in a sealed cover superscribed “Detailed Project Report for setting up of Telecom Finance Corporation” is 09-01-2014, up to 1500 hours (IST). Applications would be opened on the same day at 1600 hours (IST) in the presence of available applicants or their authorized representatives. The applications will be evaluated in accordance with the pre-qualification and evaluation criteria as prescribed in the EOI document for the purpose of short listing the applicants. Thereafter, the Request for Proposal (RFP) will be sent to the short listed applicants only. Draft EoI for TFC Page 3 DEFINITIONS “Applicant” means a reputed Indian/foreign consultancy firm or a consortium of firms having a base in India and having the requisite experience who has applied for the invitation for EOI. “Application” means the EOI submitted by an Applicant in the prescribed format. “DOT” or means Department of Telecom, Government of India. “EOI” means Expression of Interest. “RFP” means Request for Proposal. Draft EoI for TFC Page 4 DETAILED PROJECT REPORT ON SETTING UP OF TELECOM FINANCE CORPORATION 1. Introduction There is a proposal under consideration of the Government of India for the creation of Telecom Finance Corporation (TFC). It will be a financial institution committed to the development of telecom infrastructure in India. The TFC shall serve as a nodal financial institution with an objective of mobilizing and channelizing financing for telecom projects in order to facilitate investment in the different sub-sectors of the telecom sector. The annexure I provide a detailed overview relating to the background, the rationale for creation of TFC, the proposed objectives of TFC, the legal and regulatory framework envisaged and the proposed portfolio of products and services. The consultant’s report should study the above and related aspects and provide expert views and recommendations. 2. Scope of Work The consultant shall be required to undertake an exhaustive study of the present market conditions in the telecom sector in India. Based upon such a study, a detailed business plan has to be prepared highlighting the estimated market size for proposed TFC, targeted market share, list of potential clients, capital structure and major sources and uses of funds etc. The business plan should cover the following and other related issues as would seem relevant a. Corporate Strategy b. Estimated Market Size for TFC c. Targeted Market Share d. Potential Clients of TFC e. Capital Structure f. Sources of Funds g. Uses of Funds h. Operations: Fund Based and Non-fund Based Draft EoI for TFC Page 5 3. Time Schedule for Consultancy The Consultancy report shall have to be submitted within three months after the award of the contract. The interim report will be submitted within two months after the award of the contract. 4. Conflict of Interest The selected firm shall not engage in activities that are in conflict with the interest of the client (DoT) under the contract and they would not engage in any assignment that would be in conflict of interest with their current obligations to the same or other clients. The selected firm that has a business or family relationship with such members of DOT staff who are directly or indirectly involved in the project will not be awarded the contract. 5. Pre-Qualification Criteria (i) The consultant firm should be in operation for at least five years in India as on 31.03.2013. (ii) The annual turnover of the company should be not less than Rs. 75 crores in each of the years 2010-11, 2011-12 and 2012-13. (iii) The consultant organization should have significant domain knowledge of the telecom sector through prior experience in assignments globally and/or in India (iv) The consultant organization should have proven track record of having executed projects similar to the assignment proposed in the last five years. (v) The consultant should have in-house capability to take up the assignment and not through any associate friendly organizations, subsidiaries, contacts etc. (vi) The consulting firm should not have been blacklisted/debarred/disqualified by any regulator/ statutory body or Government entity or any international or national agency for corrupt or fraudulent practices. (vii) The EOI and all associated correspondence shall be written in English and shall conform to prescribed formats. (viii) EOI received by facsimile shall be treated as defective, invalid and rejected. Only detailed and complete EOI received prior to the closing time and date for submission of the EOI shall be taken as valid. (viii) Two hard copies duly signed by the authorized signatory and one soft copy (on a nonrewriteable CD) of the EOI prepared in accordance with the procedures enumerated in Draft EoI for TFC Page 6 the EOI document should be submitted in a sealed envelope to the Department of Telecom not later than the date and time laid down herein. In case of any difference in hard copy and CD the contents of hard copy will prevail. (ix) All documents submitted by the applicant should be signed on each page by an authorized signatory. (x) The firms may form a consortium to complement their respective areas of expertise, or for other reasons. The consortium may take the form of a joint venture. In case of a joint venture, all members of the joint venture shall sign the contract and shall be jointly and severally liable for the entire assignment. The Department of Telecom would only deal with the lead member in such cases. (xi) Firms which do not have any past experience in providing consultancy for projects similar to “Detailed Project Report for setting of Telecom Finance Corporation” shall be summarily disqualified. 6. Validity of Proposals Responses to this EOI submitted by the bidders shall remain valid for a period not less than six months from the last date for submission of EOI response. DOT reserves the right to reject any proposal which does not meet this requirement. 7. Amendment of EOI At any time prior to the deadline for submission of responses, DOT for any reason may modify the EOI by amendment by updating the DOT’s website (www.dot.gov.in) and such amendment shall be binding on bidders. DOT, at its discretion, may extend the deadline for the submission of responses. 8. Confidentiality Information relating to the examination, clarification and comparison of the EOI shall not be disclosed to any persons not officially concerned with such process until the process is over. Undue use of confidential information related to the process by any firm may result in rejection of its EOI. 9. Clarification Note The bidders may seek clarifications in writing regarding the EOI document within one week of issue of EOI. The DOT shall respond in writing to any such request for the clarifications and all such clarifications shall be posted on DoT website www.dot.gov.in 10. Criteria for Evaluation Draft EoI for TFC Page 7 10.1 The EOIs would be evaluated on the basis of the following criteria: Serial Criteria Weightage No. 1. Past Experience of the Firm 40% a. Number of years of experience of operating in India (Minimum 5 10% years) – as on 31st March 2013 i. Experience between 5 to 10 or more years 5-10% (5% for 5 years; increasing by 1% for each successive year subject to maximum of 10%) b. Global/Indian Experience in providing Consultancy for Projects of 30% similar nature to "Detailed Project Report for setting of Telecom Finance Corporation" i. Experience of 1 project 10% ii. Experience of 2 projects 20% iii. Experience of 3 or more projects 30% 2. Experience of Key Personnel 20% a. Team Leader- In at least one project of similar nature with 10% "Detail Project Report for setting of Telecom Finance Corporation" b. Domain Expert- In at least one project of similar nature 10% 3. Financial Strength of the Firm (or Prime Applicant in case of 40% Consortium) a. Average Annual Turnover Figure for the last Three Years 20% (Qualifying annual turnover should be at least Rs. 75 crores in each year ) Average annual turnover for 3 years (FYs 2010-11, 2011-12, 201213) i. Between Rs. 75 to Rs. 250 crores 10% ii. More than 250 crores 20% b. Average Net Profit for the last Three Years 20% i. Up to Rs. 50 crores 10% ii. More than Rs. 50 crores 20% Draft EoI for TFC Page 8 10.2 All applicants obtaining more than 50% score on the basis of evaluation of EOI would be shortlisted for issue of the RFP. 11. Process to be followed a. This is not a Request for Proposal (RFP) and commercials should not be submitted with the EOI response. Any EOI response received with commercials will be rejected summarily b. The cost of preparing and submitting the EOI shall have to be borne by the consulting firms and the DOT reserves the right to reject any or all of the EOIs and/or annul the entire process without assigning any reason what so ever. c. Interested consulting agencies are requested to submit their EOI as per the prescribed format given in Section - II. Documentary proof must be submitted for all claims made by the consulting agencies. The EOI, in the prescribed format on company letter-head, must be submitted in a sealed cover titled “EOI Detail Project Report for setting of Telecom Finance Corporation"” and DELIVERED on any working day (Monday to Friday – 1100 to 1600 hours) upto 09-01-2014, 15:00 hrs (IST) to the following address: Shri G. Baskaran, Director (B&P), 7th Floor, Room No. 702, 20 Ashoka Road, Sanchar Bhawan, New Delhi-110 001. d. The last date for submission of the EOI will be upto 09-01-2014, 1500 hrs (IST). e. EOI responses received after this time and date will NOT be entertained under any circumstances. In case of the designated last day being declared a public holiday, the same will be extended to the next working day. f. This request for Expression of Interest is not an offer by the DOT, but an invitation to receive response from eligible interested bidders for consultancy for the project "Detail Project Report for setting of Telecom Finance Corporation" for DOT. 12. Issue of Request for Proposal (RFP) On the basis of evaluation of EOIs, applicants would be short-listed. Only short- listed applicants will be issued a Request for Proposal (RFP) document containing detailed Scope of work/ Terms of Reference, Eligibility cum Evaluation criteria including requirement of key personnel and other project formats etc. Draft EoI for TFC Page 9 13. Right to Terminate the Process a. DOT may terminate the EOI process at any time and without assigning any reason. DOT makes no commitments, explicit or implicit, that this process will result in a business transaction with anyone. b. This EOI shall only be deemed to invitation to offer and does not constitute a commitment to conduct procurement, or an offer of a contract or prospective contract. DOT shall not be liable for any costs incurred by any potential vendor in the preparation and submission of information in response to this EOI. Draft EoI for TFC Page 10 Annexure I A. The Background The National Telecom Policy 2012 stipulates1 the creation of a Telecom Finance Corporation, with the overall purpose of facilitating investments in the sector. The Planning Commission has included the creation of a Telecom Finance Corporation as one of the targets for the 12 th Five Year Plan. The document, inter-alia, observes 2“Telecom Finance Corporation may be created as a vehicle to access funds at competitive rates to facilitate the funding needs of this sector on requirement.” The Planning Commission has projected an outlay of Rs. 9, 43, 899/-3 crores for the telecom sector during the 12th Five Year Plan to meet the various targets envisaged for expansion of telecom services in the country. B. Telecom Finance Corporation - The Rationale Telecom infrastructure is a key enabler of economic growth. Investments in telecom infrastructure generate significant positive externalities for various other sectors. In addition, the same telecom infrastructure can be utilized by Law Enforcement Agencies (LEAs) for policing & other related works, by authorities for climate related warnings/natural disaster management information, banking sector, ATMs etc. A dedicated institution to take care of the funding requirements of infrastructure-related projects in telecom would help to sustain and further accelerate the pace of investments in telecom infrastructure. The telecom industry is capital intensive as it needs to continuously adapt itself to the latest technology. Major investments are required during the 12th Five Year Plan period in areas of network expansion in rural and remote areas, network upgradation, NGN, IPV6, rural telephony, broadband expansion, convergence technologies, value added services, equipment manufacturing etc. Telecom related infrastructure projects like fixed lines, wireless, broadband, tower business etc. both for private as well as public sector need access to funding for huge 1 Clause 12.1, National Telecom Policy 2012 Twelfth Five Year Plan (2013-18) Vol. II, Page 266 3 Twelfth Five Year Plan (2013-18) Vol. I, Table 3.17 2 Draft EoI for TFC Page 11 capital expenditure requirements. The creation of a Telecom Finance Corporation would take care of the short, medium & long term investment requirements of the sector. The Department of Economic Affairs has decided4 to include the ‘Telecommunication & Telecom Services’ as an infrastructure sub-sector. The Telecom Finance Corporation (TFC) shall act as a vehicle for providing financing at competitive rates to telecom infrastructure projects. It is anticipated that a dedicated source of funding would not only lead to a greater penetration of telecom services to rural and remote areas of the country but also encourage and promote R&D and indigenous manufacturing of telecom related equipment in small & medium scale sectors. TFC being a sectoral fund will have a better understanding of business models of telecom companies. It will be uniquely placed to address the specific requirements of the companies in the telecom sector. C. Proposed Objectives of TFC a. To make available schemes of funding such as line of credit, bridge loans, corporate loans, debt refinancing, venture capital financing and other related financial/funding solutions for borrowers in telecom sector. b. To mobilize various sources from domestic & international sources at competitive rates. c. To support manufacturers of telecom equipment especially in small & medium scale sectors by providing financing at competitive rates. d. To provide non-fund based services like- Guarantees, Letter of Credit, Letter of Comfort, Indemnification, Financial advisory and consultancy services and other related activities. e. To work as a catalyst to streamline the functions of its borrowers in financial, technical and managerial areas to ensure optimum utilization of available resources. f. Financing of all such activities that contribute towards overall development of Information & Communications Technology (ICT) in the country. g. To expand into other financial services like Merchant Banking etc. to provide a complete bouquet of financial services to prospective clients. h. To contribute by way of equity participation in other infrastructure related funds. i. To adopt best practices in financing infrastructure and develop core competencies in facilitating infrastructure development. 4 DEA, MoF: F. No. 13/6/2009-INF dated 25.2.2013 Draft EoI for TFC Page 12 D. Legal & Regulatory Framework a. Telecom Finance Corporation could be formed on the lines of Power Finance Corporation (PFC), IRFC, REC, Tourism Finance Corporation of India Ltd. and other such specialized sectorspecific development financing institutions. b. Telecom Finance Corporation could be incorporated under the Companies Act (1956) as a Public Financial Institution under Section 4A of the Companies Act 1956. c. It could also be registered as a Non-Banking Financial Company Non-Deposit Infrastructure Finance (NBFC-ND-IFC). It is mandatory for every Non-Banking Financial Company (NBFC) to be registered with RBI in terms of Section 45-IA of the RBI Act, 1934 to commence or carry on any business of non-banking financial institution. The governing policies of TFC will thus be in accordance with the norms laid down by RBI for Non-Banking Financial Company Non-Deposit Infrastructure Finance (NBFC-ND-IFC). E. Proposed products /services TFC’s broad portfolio of products and services is proposed to include the following E 1. Fund Based Long term loans Short term loans Project Finance Syndicated Loans Structured Finance Mezzanine Finance Foreign exchange loans Bridge Loans Risk Management Products Debt Refinance Loans/Grants/Interest Free Loans Draft EoI for TFC Page 13 Lease Financing for Purchase of Equipment E 2. Non-fund Based Guarantees Letter of Credits Letter of Comfort Indemnifications Advisory /Consultancy Services Access to Finance o Providing advisory services geared towards financial institutions and governments. o Helping to improve access to basic financial services for enterprises. Investment Climate o Helping the government to improve legal, institutional, and regulatory conditions for more conducive growth of the telecom sector. Corporate Advice o Helping firms grow and become more competitive through advice on corporate governance and other key needs. Environmental and Social Sustainability o Promoting the large-scale adoption of business models that are profitable, environment-friendly, promote social inclusion and social development. Promoting International Co-operation o Providing financing and consultancy to telecom sector entities in developing countries. Draft EoI for TFC Page 14 Annexure II PART I FORMAT FOR SUBMISSION OF EOI Project Title: EXPRESSION OF INTEREST (EOI) FOR “DETAIL PROJECT REPORT FOR SETTING OF TELECOM FINANCE CORPORATION" Use the format below to provide consultant organization and experience (in management consultancy business as on 31st March 2013). 1. Details of the Firm: a. Name: b. Legal Status: Individual/ Association/ Joint Venture/ Consortium c. Registered Address, Tel. No., Fax: d. Contact Person, Designation and Address including Tel. No., Fax, e-mail: 2. Brief Profile of the Firm: 3. Past Experience of the Firm: Self-certified copy of the Certificate of Incorporation of Business in support of having been in operation for at least five years in India as on 31.03.2013 to be submitted. a. Number of Years in Business in India: Draft EoI for TFC Page 15 b. Global experience in providing consultancy for projects of similar nature to Telecom Administrations/Other Companies: c. Experience in consultancy for projects of similar nature in India: Experience certificate from clients in support of Global/Indian Experience in providing Consultancy for Projects of similar nature to "Detailed Project Report for setting of Telecom Finance Corporation". 4. Experience of Key Personnel: Please provide, as an annexure to this form, abridged CV(s) of no more than one page (for each individual) in respect of key personnel (Team Leader, Domain Expert etc.) with relevant experience as indicated in para 10 of this EOI document. 5. Financial Strength of the Firm: Self-certified copies of audited ‘Income Statement’ & ‘Balance Sheet’ for F.Y. 2010-11, 2011-12 and 2012-13 may be submitted in support of above. a. Turnover figures for the last three years: b. Average Net Profit for the last three years: Draft EoI for TFC Page 16 PART II Format for Submission of Project Credentials Please provide details of a maximum of three (3) projects meeting the experience criteria supported by client certificate. The project experience statement shall be provided in the prescribed format given below: Title Description Client Name Address of the Client Client Reference Name & Phone No.: e-mail ID: Designation: Project Title Type of Project Project Scope (in brief) Project Location(s) Value of the Project (in INR only) Status of the Project (completed/ongoing) Draft EoI for TFC Page 17