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Table of Contents
p. 148 of 203 BACK | NEXT
Foreword
1. Introduction to the Guidelines
2. User Instructions
3. Preparing and Appraising Investment Project
4. Financial Management of Executing Agencies
5. Reporting and Auditing
6. Financial Institutions
7. Knowledge Management
7.1. Useful Websites
7.2. Operations Manual (OM)
7.3. Project Administration Instructions (PAIs)
7.4. International Standards
7.5. International Accounting and Auditing Architecture
7.6. Financial Review Checklist for RRPs
7.7. Appraisal Checklist: Nonrevenue-Earning Project
7.8. Appraisal Checklist: Revenue-Earning Project
>> 7.9. Appraisal Checklist: Private Sector Project
7.10. Appraisal Checklist: Financial Institution
7.11. Undertaking Sensitivity and Risk Analyses
7.12. Model Operating Covenants
7.13. Model Capital Structure Covenants
7.14. Model Liquidity Covenants
7.15. Commonly Used Ratios
7.16. Model Financial Statements: Service Organization
7.17. Model Financial Statements: Manufacturing Organization
7.18. Model Terms of Reference for an Auditor
7.19. Audit Report Questionnaire
Addendum
Financial Management and Analysis of Projects : 7. Knowledge Management

7.9. Appraisal Checklist: Private Sector Project

7.9.1.1. Preparation at Headquarters

7.9.1.1.1. Meet with Division Manager and Project Officer to receive briefing on ADB's approach to funding private sector projects in the country, the borrower, use of cofinanciers, the project objectives and those of the appraisal mission.

7.9.1.1.2. Study and note all positive and negative attributes ascribed to country, sector and similar projects in: (i) the Country Strategy Paper to understand the role that the project is to be designed to fulfill; (ii) relevant reports on the country profile, institutions to be involved in, and responsible for the project, and where available, the proposed private sector company; (iii) reports on project identification and preparation, including forecasts of local and foreign inflation for the country concerned; (iv) relevant reports on country and sector project performance; and (v) relevant reports on current projects in the sector in the country.

7.9.1.2. Initial Steps

7.9.1.2.1.Participate in or, where necessary, arrange initial meetings with counterparts in all concerned organizations in the government concerned with the project, including the existing or a proposed company.

7.9.1.2.2. Ensure all managers and staff to be involved in project planning and implementation have copies of ADB's Handbook for Borrowers on Financial Management and Financial Analysis of Investment Projects, ADB's Loan Disbursement Handbook and ADB's Procurement Handbook.

7.9.1.2.3. Advise on the availability of the web-based Financial Management Guidelines.

7.9.1.3. The Institutional Environment

7.9.1.3.1. Confirm/modify information obtained through readings and reviews in 7.9.1.1.2.

7.9.1.3.2. Determine current central and state government and sector agencies that will need to be involved in project design, implementation and operation, for example, Ministries of Finance and Economy, Industrial Production, Planning and Development, Agriculture, Export Guarantee Agency, etc.

7.9.1.3.3. Determine the likely capability and capacity to deliver the project by the current organizational and management structure of the company's central management units/departments and operating units/departments that are/will be involved in project design, implementation and operation.

7.9.1.3.4. Study and understand the country's financial sector, the role of the central bank and the banking system, and their probable contribution to/application to/impact on, the project, with particular regard to provision of funds and foreign exchange requirements.

7.9.1.3.5. Determine the capability, capacity and current performance of the country's accounting and auditing profession to meet ADB's requirements for use of International Accounting Standards (IASs) for financial reporting by the EA, and auditing using International Standards on Auditing (ISAs).27

7.9.1.3.6. Determine the quality of accounting and bookkeeping training in the EA and their ability to apply IAS when reporting to ADB.28

7.9.1.3.7. Determine the capability and integrity of the financial managers designated to be responsible for the financial management of the project, through due diligence.

7.9.1.3.8. Make judgments on required modifications to organizational structures, financial management positions, accounting, bookkeeping, and inventory maintenance staffs and their training necessary to support the project-share with Project Officer-Recommend any necessary upgrading, if necessary, recommending an appraisal element to support funding for this purpose.

7.9.1.4. Financial Management Systems

7.9.1.4.1. Taking into account section 7.9.1.3, where there exists an ongoing financial management system, accounting and bookkeeping systems, computer/data processing systems, and an internal control environment and internal control systems to support the project, form a judgment on the acceptability, or otherwise, of these systems. Examine the following systems to the extent that they are likely to be necessary to support the project:

Financial clauses of the Articles of Incorporation    (or Association) of the company
Minutes of company meetings for the most recent    3 years (or such other period as may be    reasonable) in which financial policy, strategy,    decisions and issues were recorded
Planning and budgeting records
Payroll including HR records
Accounts payable
Accounts receivable
Taxes and duties
Inventories
Cost of manufactured goods and services
Project accounting records
Management and overhead
Ledgers and journal systems
Bank accounts and reconciliations
Records of stock issues and repurchase
Investors/shareholders records
Equity records
Subsidies received
Grants/donations records
Loans received and repayments
Loans advanced with repayments
Cash management
Dividends records
Asset and depreciation records
Internal controls and internal audit
Periodic and annual financial statements
External auditors' reports and opinions for past 3 years

7.9.1.4.2. On the basis of examination in 7.9.1.4.1, determine the nature and form of the accounting standards in use and their likely acceptability to ADB. In the event that they would not be acceptable, define ADB's requirements with respect to IASs and the national GAAP to counterparts of the company and the borrower.29

7.9.1.4.3. On the basis of examination in 7.9.1.4.1, determine the nature and form of the auditing standards in use and their likely acceptability to ADB. In the event that they would not be acceptable, define ADB's requirements form use of ISAs to counterparts of the company and the borrower.30

7.9.1.4.4.In the absence of any of the system and documentation elements set out in 7.9.1.4.1, define new or additional system and documentation requirements necessary to support the project and advise a timetable to counterparts for their introduction and full operation, including necessary staff additions and training.

7.9.1.4.5 Review, and where necessary, complete the FM Assessment Questionnaire (FMAQ). Discuss and agree project steps and process with counterparts. Prepare a preliminary Financial Management Internal Control and Risk Assessment (FMICRA). Prepare a draft Financial Management Assessment Report or update the existing Financial Management Assessment Report, if required.

7.9.1.5. Definition of Project Cost Requirements

7.9.1.5.1. Review with counterparts and consultants responsible for project design/preparation the project description and specification documents to understand the cost of each project component (new assets) and their likely foreign and local costs for each year of implementation, the total cost of each asset for depreciation purposes (including financial charges during development), and the forecast date(s) of their commissioning.

7.9.1.5.2. Review with the Project Officer the likely adequacy and suitability of the existing tariff and charges or the new (proposed) tariff and charges developed as part of project design, for products/outputs/sales, etc. ensuring where necessary that the tariffs and charges reflect both cost savings proposed as part of the project and impact of forecast inflationary factors.

7.9.1.5.3. Where available, use COSTAB software to compile all project costs and procurement documentation.

7.9.1.5.4. Review with counterparts and consultants responsible for project design/preparation the project cost table for comprehensiveness, adequacy of structure/descriptions of base cost line items, and annual/periodic foreign and local expenditures including financial charges during development, where applicable. Ensure that taxes and duties are clearly defined and capable of being easily defined for exclusion from ADB financing.

7.9.1.5.5. Use a country/sector disbursement profile to judge the likely accuracy of the forecasts of proposed expenditures and ADB disbursements.

7.9.1.5.6. Examine the physical contingencies and their legitimacy.

7.9.1.5.7. Examine the price contingencies for accuracy with respect to local and foreign costs, including application of appropriate rates of local and foreign inflation.

7.9.1.5.8. Subject to any recommendations arising from section 7.9.1.8, with respect to the determination of private sector funding, discuss with Project Officer and, where appropriate, with counterparts, the financing plan and disbursement profiles to determine the total financing requirements, the amount and timing of receipt of each input of funds requirements, the proposed amount of ADB's proposed total loan/credit proceeds, of receipts from cofinanciers, from internal sources, and government counterpart funds.

7.9.1.6. Preparing Projections for Ongoing Production Lending Operation

7.9.1.6.1. Determine actual and forecast physical output statistics and losses (industrial/agricultural products/ electricity/water/telecommunications, etc.) for at least 2 completed fiscal years prior to the start of project implementation, for the period of project implementation, and for at least 3 years of operation.

7.9.1.6.2. In consultation with the Project Officer and counterparts, as appropriate, apply the tariff and charges and all relevant financial information from 7.9.1.5.2 to 7.9.1.6.1 to provide a revenue stream during implementation and for at least 3 years following commissioning.

7.9.1.6.3. In consultation with the Project Officer and counterparts, as appropriate, if it will be necessary to revalue assets periodically through the implementation period and thereafter to reflect the impact of severe inflation, prepare a forecast depreciation schedule for all assets, and those from 7.9.1.5.1, and (ii) without the assets in 7.9.1.5.1.

7.9.1.6.4.In consultation with the Project Officer and counterparts, as appropriate, forecast the company's operating costs with and without the project for at least 2 completed fiscal years prior to the start of project implementation, for the period of project implementation, and for at least 3 years of operation and incorporate the impact of inflation as forecast in 7.9.1.5.7.

7.9.1.6.5. Prepare schedules of interest payments due to existing and proposed lenders for the new project (including appropriate treatment of financial charges during development).

7.9.1.6.6. Prepare schedules of loan repayments to existing and proposed lenders for the new project.

7.9.1.6.7. Using the projected annual investments from 7.9.1.5.1, disbursements from 7.9.1.5.8, and the results of 7.9.1.6.1-7.9.1.6.5, compile an income statement for at least 2 completed fiscal years prior to the start of project implementation, for the period of project implementation, and for at least 3 years of operation.

7.9.1.6.8. On the basis of audited annual financial statements for 2 fiscal years prior to implementation, the schedules in 7.9.1.6.5-7.9.1.6.6, and the results of the income statement in 7.9.1.6.7, prepare a cash flow statement for the period of implementation and 3 years of operation.

7.9.1.6.9. On the basis of the Income Statement in 7.9.1.6.7 and the Cash Flow Statement in 7.9.1.6.8, prepare balance sheets for the period of implementation and 3 years of operation.

7.9.1.7. Preparing Projections for a New Production Lending Operation

7.9.1.7.1. Obtain from counterparts and consultants the forecast physical output statistics and losses (industrial/agricultural products/electricity/water/ telecommunications, etc.) from the start of commissioning of assets to the conclusion of the period of project implementation, and for at least five years of full operation.

7.9.1.7.2. In consultation with the Project Officer and counterparts, as appropriate, apply the tariff and charges in 7.9.1.5.2 to provide a revenue stream (if any) during implementation and thereafter in operation using 7.9.1.6.7.

7.9.1.7.3. In consultation with the Project Officer and counterparts, as appropriate, if it will be necessary to revalue assets periodically through the implementation period and thereafter to reflect the impact of severe inflation, prepare a forecast asset revaluation and depreciation schedule.

7.9.1.7.4. In consultation with the Project Officer and counterparts, as appropriate, forecast the company's operating costs for the period of project implementation, and for at least 5 years of operation and incorporate inflation as forecast in 7.9.1.5.7.

7.9.1.7.5. Prepare schedules of interest payments due to lenders (including appropriate treatment of financial charges during development).

7.9.1.7.6. Prepare schedules of loan repayments to lenders.

7.9.1.7.7. Using the projected annual investments from 7.9.1.5.1, disbursements from 7.9.1.5.8, and the financial results of 7.9.1.7.1-7.9.1.7.5, prepare an Income Statement for at least 2 completed fiscal years prior to the start of project implementation, for the period of project implementation, and for at least 5 years of operation.

7.9.1.7.8. Using the projected annual investments from 7.9.1.5.1, disbursements from 7.9.1.5.8, the schedules in 7.9.1.7.5-7.9.1.7.6, and the results from the Income statements in 7.9.1.7.7-prepare a cash flow statement for the period of project implementation, and for at least five years of operation.

7.9.1.7.9. On the basis of the results of the Income statements in 7.9.1.7.7 and the Cash Flow Statements in 7.9.1.7.8, prepare balance sheets for the period of implementation and five years of operation.

7.9.1.8. Financing Plan Involving Private Sector Funding

7.9.1.8.1. Determine all sources of funds forecast to be required external to the company's own resources, from the private sector, governmental institutions (where appropriate) and ADB.

7.9.1.8.2. Where loans are proposed from private sources, including banks and finance houses, check the terms and conditions proposed by the potential lenders and confirm the capacity of the company to meet the future obligations against the background of its forecast costs, sales and revenue streams and capital funding commitments. In particular check the security offered by the company, particularly any specific assets, which if lost due to default to a lender, would seriously impair earnings.

7.9.1.8.3. Where the company is proposing to attract equity contributions as a private company, check to validity of its proposals and of the offers made by potential stakeholders.

7.9.1.8.4. Where a company is, or intends to be, a public company and is proposing to seek an initial public offering on a stock market/exchange, review all documentation and correspondence relating to the proposed flotation. In particular, review the auditor's report and ensure the report was made in accordance with ISAs. Any concerns should be expressed in a meeting with the auditors and the company counterparts to obtain full assurances as to the reliability of the proposed flotation documentation. Discuss with the concerned financial advisers to the company who are managing the flotation (and if necessary, with the stock exchange managers) the prospects for the flotation, and in particular, the realism of the timing of entry into the market and the nature/class of the stock/shares to be issued.

7.9.1.8.5. Where a company is seeking to issue additional capital, if necessary up to its limit of authorized capital, examine the records of stock/shares management and related auditor's reports for due performance. Review the effective use of the existing capital issue, particularly the return on capital issued and dividends paid to stakeholders. Review the proposed terms of the proposed issue including the class of share(s), and particularly the issue price(s) for realism and potential to meet the financial needs of the company for the period of the project.

7.9.1.9. Defining Financial Performance Indicators and Reviewing Projections

7.9.1.9.1. On the basis of generated data as a result of 7.9.1.6 (for an ongoing operation), 7.9.1.7 (for a new production operation) and 7.9.1.8, compile the FIRR and appropriate financial performance indicators for the project and the company. Discuss proposed indicators with Project Officer and counterparts, explaining logic of selection and methods of calculation.

7.9.1.9.2. With Project Officer, explain in detail to counterparts the method of compilation and the forecast results of all financial statements at all appropriate levels of concerned institutions and management with the objective of reaching agreement on the project cost table, the financing plan, the financial statements containing the financial projections, and any tariffs and charges proposed.

7.9.1.9.3. With the Project Officer, meet with cofinanciers at mutually agreed locations (whenever possible in the presence of counterparts) to explain the method of compilation and the forecast results of all financial statements at all appropriate levels of concerned institutions and managements with the objective of reaching agreement on the project cost table, the financing plan, the financial projections, financial performance indicators, and tariffs and charges proposed.

7.9.1.9.4. Draft the section of the Aide Memoire relating to all financial aspects of the project and discuss with Project Officer. Make any agreed amendments for presentation of complete Aide Memoire to counterparts at appropriate levels.

7.9.1.9.5. Draft paragraphs for inclusion in the financial section of the RRP and prepare financial appendixes to attach to the RRP. Review with the Project Officer.

_________________________

27
Financial Analysts have discretion to agree alternative arrangements (see paragraph 2.4.3).
28
Financial Analysts have discretion to agree alternative arrangements (see paragraph 2.4.3).
29 Financial Analysts have discretion to agree alternative arrangements (see paragraph 2.4.3).
30 Financial Analysts have discretion to agree alternative arrangements (see paragraph 2.4.3).



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7.10. Appraisal Checklist: Financial Institution

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