Location Within Country: Countrywide

Completion date (month/year): 

November 2020

The Government of Bangladesh is striving to make a modal shift by developing multiple mass transport systems to mitigate traffic congestion in and around Dhaka city. As large volume of passengers is expected to use new transport system such as MRT Lines, an efficient and transparent fare collection system needs to be established. For existing modes transportation to require the current conventional transport fare collection systems to be faster, secured, and easy for all. Under an objective “One card for All Public Transports”, Japan International Cooperation Agency (JICA) has been providing technical assistance to Dhaka Transport Coordination Authority (DTCA) under “Project for Establishment of Clearing House for Integrating Transport Ticketing System in Dhaka City Area and Adjacent Districts”, of which Phase I ended in 2018.

As this is an unprecedented project for DTCA and for Bangladesh, a series of discussions and preparations have taken place between JICA and DTCA so far. During Phase I, with assistance of JICA and its consultants, a pilot Clearing House Unit (CHU), which enabled automated fare collection through IC cards and fare distribution system for selected feeder Bus companies, was developed as a pilot project and the system was introduced to the public in association with DTCA.

Financial Part:

• To review SPC/JV’s Organization Structure and business model proposed in Phase 1, and provide insights and assess the respective business model from legal point of view.
• To identify business licenses/Company registration procedure to be applicable to the management business of charge collection system from public transportation companies (through IC Card) in Bangladesh, and provide legal advices for the proceedings of SPC/JV formation.
• To check/draft the documents, which includes Shareholders’ Agreement as well as Terms of Service which is to be submitted to/agreed with the component agencies/Public Transport Authorities (PTO)/depts. in charge of providing public transportation services and other related business services through IC Card.
• To attend the meetings relevant to SPC/JV formation and provide necessary comments and assistance.
• To study other cases of SPC/JVC formation in Bangladesh and foreign countries. 
• To examine tender documents that will be drafted by JICA consultants and DTCA for selection of SPC participating companies, and to provide legal advices to ensure compliance with relevant laws and regulations

Legal Part:

• To review SPC/JVC’s Organization Structure and business model proposed in Phase 1, and provide insights into the respective business model from accounting point of view.
• To provide support/reports for JICA Consultant to be acquainted with relevant norms/system on the business operations so that JICA Consultant would be able to provide necessary advices for DTCA to design Equity Investment system for the formation of sound SPC with an investor, and reach a shareholder’s agreement between private investor and DTCA, if any with other related agencies.
• To coordinate with persons in charge of SPC/JVC formation at DTCA and other relevant parties for development of equity investment scheme. For this task, the assigned person is supposed to co-work with JICA team.
• To provide support/reports for JICA Consultant to be acquainted with relevant norms/system of administrative operations so that JICA Consultant would be able to provide necessary advices for DTCA/SPC/JVC to design agreement on fees and expenses (term of services) for the IC card services between DMTCL (and other agencies) with the views of an investor incorporated, and reach such agreement.
• To attend the meetings relevant to SPC/JVC formation, and provide necessary comments and assistance. 
• To study other cases of SPC/JVC formation in Bangladesh and foreign countries. 
• To examine tender documents that will be drafted by JICA consultants and DTCA for selection of participating companies, and to provide advices in evaluation to ensure corporate governance of SPC/JVC.