Sri Lanka - Second Small And Medium Industries Project : Credit 1182 - Credit Agreement - Conformed

OFFICIAL DOCUMEINTS CREDIT NUMBER 1182 CE Development Credit Agreement (Second Small and Medium Industries Project) between DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated , 1982 CREDIT NUMBER 1182 CE DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated 6 , 1982, between DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (herein- after called the Association). ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Development Credit Agreements of the Association, dated June 30, 1980, with the same force and effect as if they were fully set forth herein, (said General Conditions Applicable to Development Credit Agree- ments of the Association, being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "First Agreement" means the Development Credit Agreement (Small and Medium Industries Project) between the Borrower and the Associaton dated July 24, 1979; (b) "NDB" means the National Development Bank of the Bor- rower established under the National Development Bank Act, No. 2 of 1979; (c) "SMI Fund" means the Small and Medium Industries Fund established pursuant to the provisions of Section 3.02 (b) of the First Agreement; (d) "IDB" means the Industrial Development Board, a body established under the Industrial Development Act. No. 36 of 1969 falling within the purview of the Borrower's Ministry of Industries and Scientific Affairs; -2- (e) "EDB" means the Export Development Board, a body estab- lished under the Export Development Act. No. 40 of 1979 falling with the purview of the Borrower's Ministry of Trade and Shipping; (f) "Participating Credit Institution" means the Peoples' Bank, Bank of Ceylon, Hatton National Bank, Commercial Bank of Ceylon, Development Finance Corporation of Ceylon and any other state or privately held credit institution established or oper- ating under the laws of the Borrower, which has entered into a participation agreement with NDB pursuant to Section 3.09 of this Agreemnt; (g) "small and medium size industry" means any enterprise, privately or cooperatively owned, with piant and equipment valued at original cost (excluding land and buildings) of less than Rs 2,000,000, prior to the granting of a Sub-loan, which is engaged or intends to engage in manufacturing, mining, construc- tion, agro-industry, fish processing, handicraft production, or industrial service activities; (h) "Sub-loan" means a loan made or proposed to be made by a Participating Credit Institution in accordance with the provisions of this Agreement and which is or proposed to be refinanced by the proceeds of the Credit; (i) "Sub-project" means a sub-project for which a sub-loan is made or proposed to be made by a Participating Credit Insti- tution under the Project; (j) "Subsidiary Loan Agreement" means the agreement entered into between the Borrower and NDB pursuant to Section 3.03 of this Agreement, as the said agreement may be amended from time to time with the consent of the Association; and (k) "Rs" means Rupees, the currency of the Borrower. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in the Development Credit Agreement -3- set forth or referred to, an amount in various currencies equiva- lent to twenty-six million seven hundred thousand Special Drawing Rights (SDR 26,700,000). Section 2.02. (a) The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Association for expenditures made (or, if the Association shall so agree, to be made): (i) in respect of Sub-loans under Part A of the Project; and (ii) in respect of the reasonable cost of goods and services required for Parts B, C, D and E of the Project and to be financed out of the proceeds of the Credit. (b) A free-limit Sub-loan shall be a Sub-loan for a Sub- project in an amount to be financed out of the proceeds of the Credit which shall not exceed the sum of Rs 1,000,000 equivalent when added to any other outstanding amounts financed or proposed to be financed for such Sub-project out of the proceeds of the Credit, provided, however, that no amount shall be withdrawn from the Credit Account unless (A) the Sub-loan shall have been approved by the Association or (B) the Sub-loan shall be a free-limit Sub-loan for which the Association shall have authorized withdrawals from the Credit Account. (c) When presenting a Sub-loan (other tlan a free-limit Sub-loan) to the Association for approval, the Borrower shall furnish or cause to be furnished to the Association, an applica- tion in form satisfactory to the Association, together with (i) a description and appraisal of the Sub-project, including the expenditures proposed to be financed out of the proceeds of the Credit; (ii) the proposed terms and conditions of the Sub-loan, including the amortization schedule thereto; and (iii) such other information as the Association shall reasonably request. (d) Each request by the Borrower for authorization to make withdrawals from the Credit Account in respect of a free-limit Sub-loan shall contain (i) a summary description of the Sub- project, including the expenditures proposed to be financed out of the proceeds of the Credit, and (ii) the terms and conditions of the Sub-loan. Section 2.03. Except as the Association shall otherwise agree, procurement of the goods under the Project to be financed out of the proceeds of the Credit, shall be as follows: -4- (a) under Part A of the Project, the Borrower shall cause NDB to establish procedures to ensure that: (1) the goods procured locally shall be purchased at reasonable and competitive prices, due account being taken also of other relevant factors such as time of delivery, quality and reliability of the goods and avail- ability of maintenance facilities and spare parts therefor; and (2) the contracts for goods procured outside the Borrower's territory and estimated to cost $10,000 equivalent or more shall be awarded through international shopping on the basis of price quotations from at least three independent suppliers; and (b) under Parts C, D and E of the Project, goods shall be procured in accordance with the procurement procedures of the Borrower satisfactory to the Association. Section 2.04. The Closing Date shall be December 31, 1985 or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Service charges shall be payable semiannually on February 1 and August 1 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semiannual installments payable on each February 1 and August 1 commencing February 1, 1992, and ending August 1, 2031, each installment to and including the installment payable on August 1, 2001, to be one-half of one per cent (1/2 of 1%) of such principal amount, and each installment thereafter to be one and one-half per cent (1-1/2%) of such principal amount. Section 2.08. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Execution of the Project Section 3.01. The Borrower shall carry out the Project or cause the Project to be carried out, with due diligence and -5- efficiency and in conformity with appropriate administrative, financial and industrial practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. Section 3.02. For the purposes of carrying out the Project, the Borrower shall: (a) maintain the Project Coordinating Committee established under the First Agreement, with such membership and terms of reference as shall be satisfactory to the Borrower and the Association; (b) cause NDB to maintain the SMI Fund with (i) an organiza- tional structure satisfactory to the Association, (ii) staff whose numbers, qualifications and experience are satisfactory to NDB and the Association, and (iii) accounting procedures and a statement of policies and operating procedures satisfactory to the Association; (c) cause NDB, from time to time, to provide such additional capitalization funds to the SMI Fund as may be required to meet the operational needs of the SMI Fund; (d) ensure that the Participating Credit Institutions retain responsibilities satisfactory to the Association for lending to small and medium size industries. Section 3.03. In order to carry out Part A of the Project, the Borrower shall relend to NDB for the account of SMI Fund, the equivalent in rupees of such amounts as shall be withdrawn from the Credit Account under Category (1) of the table set forth in paragraph 1 of Schedule 1 to this Agreement, under a subsidiary loan agreement on terms and conditions satisfactory to the Association including those set forth in Schedule 3 to this Agreement. Section 3.04. In order to assist the Borrower in carrying out Parts B, C, D, and E of the Project, the Borrower shall employ or cause to be employed consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Section 3.05. (a) The Borrower undertakes to insure, or make adequate provision for the insurance of, the imported goods under -6- Parts C, D and E of the Project to be financed out of the proceeds of the Credit against hazards incident to the acquisition, trans- portation and delivery thereof to the place of use or installa- tion, and for such insurance any indemnity shall be payable in a currency freely usable by the Borrower to replace or repair such goods. (b) Except as the Association shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Credit to be used exclusively for the Project. Section 3.06. (a) The Borrower shall furnish to the Associa- tion, promptly upon their preparation, the plans, specifications, reports, contract documents, overseas training programs, and work and procurement schedules for Parts B, C, D and E of the Project, and any material modifications thereof or additions thereto, in such detail as the Association shall reasonably request. (b) The Borrower: (i) shall maintain, or cause to be main- tained, records and procedures adequate to record and monitor the progress of the Project (including its cost and the benefits to be derived from it), to identify the goods and services financed out of the proceeds of the Credit, and to disclose their use in the Project; (ii) shall enable the Association's accredited repre- sentatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Credit and any relevant records and documents; and (iii) shall furnish, or cause to be furnished, to the Association at regular intervals all such information as the Association shall reasonably request concerning the Project, its cost and, where appropriate, the benefits to be derived from it, the expenditure of the proceeds of the Credit and the goods and services financed out of such proceeds. (c) Promptly after completion of the Project, but in any event not later than six months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Association, the Borrower shall prepare and furnish to the Association a report, of such scope and in such detail as the Association shall reasonably request, on the execution and initial operation of the Project, its cost and the benefits derived and to be derived from it, the performance by the Borrower and the Association of their respective obligations under the Development Credit Agreement and the accomplishment of the purposes of the Credit. -7- Section 3.07. The Borrower shall cause NDB to: (a) apply procedures and criteria satisfactory to the Association in NDB's review of a Sub-project appraisal by a Participating Credit Institution for a Sub-loan to be refinanced by the SMI Fund under the Project; and (b) approve and refinance a Sub-loan on terms and conditions satisfactory to the Association, including those set forth in Schedule 3 to this Agreement. Section 3.08. The Borrower shall cause the Small and Medium Industries Credit Guarantee Scheme of the Borrower's Central Bank to be maintained in form and substance satisfactory to the Association. Section 3.09. The Borrower shall cause NDB to enter into an agreement with each Participating Credit Institution providing for its participation in the Project, on terms and conditions satisfactory to the Association. Section 3.10. In order to carry out Part E of the Project, the Borrower shall by June 30, 1982 cause a review to be made of the progress of Parts B, C and D of the Project, and Parts B, C and D of the Project under the First Agreement. Such review shall be made by the appropriate implementing agencies and the Associa- tion. Section 3.11. The Borrower shall cause: (a) an annual (January 1 to December 31) work program on the Project to be prepared and furnished by IDB and EDB respectively, not later than November 1 of the year prior to the year in which the work is to be carried out, to the Association for its concur- rence; and (b) a quarterly progress report on the Project to be pre- pared and furnished, not later than forty-five days after the end of the quarter under review, to the Association for comment. ARTICLE IV Other Covenants Section 4.01. (a) The Borrower shall maintain or cause to be maintained: (i) the accounts and financial statements of NDB; -8- and (ii) records and separate accounts adequate to reflect in accordance with consistently maintained appropriate accounting practices the operations, resources and expenditures, in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof, including, without limitation to the foregoing, all expenditures to refinance a Sub-loan under Category (1) (a) of the table in paragraph 1 of Schedule 1 to this Agreement on account of which withdrawals are requested from the Credit Account on the basis of certificates of expenditure. (b) The Borrower shall retain, or cause to be retained, until one year after the Closing Date, all records (orders, invoices, bills, receipts and other documents) evidencing the expenditures on account of which withdrawals are requested from the Credit Account on the basis of certificates of expen- diture and shall enable the Association's accredited represen- tatives to examine such records. (c) The Borrower shall: (i) cause an annual audit satisfactory to the Asso- ciation to be made of the accounts and financial statements of NDB and of the separate accounts referred to in Section 4.01 (a) above for each fiscal year, in accordance with appropriate audit- ing principles consistently applied, by independent and qualified auditors; (ii) furnish or cause to be furnished to the Associ- ation, as soon as available, but in any case not later than six months after the end of each such year: (A) certified copies of the accounts and financial statements of NDB and said separate accounts for such year as so audited; and (B) the report of such audit by such auditors, of such scope and in such detail as the Association shall have reasonably requested, including without limitation to the foregoing, a separate opinion by said auditors in respect of the expenditures and records referred to in Section 4.01 (b) above as to whether the -9- proceeds of the Credit withdrawn from the Credit Account on the basis of certificates of expenditure have been used for the purpose for which they were provided; and (iii) furnish or cause to be furnished to the Association such other information concerning said separate accounts, records and expenditures and the audit thereof as the Association shall from time to time reasonably request. Section 4.02. The Borrower shall take out and maintain or cause to be taken out and maintained with responsible insurers, or to make other provision satisfactory to the Association for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 4.03. The Borrower shall by June 30, 1982 review the tariff study included under Part D (ii) of the Project under the First Agreement with a view to developing a phased action program based upon this review. Section 4.04. The Borrower shall cause EDB to furnish by June 30, 1982, to the Association for its review and comment, a report analyzing the appropriateness of using effective protection rates to calculate value added under its export expansion scheme. ARTICLE V Remedies of the Association Section 5.01. For the purposes of Section 6.02 of the General Conditions, the following additional events are specified pursuant to paragraph (h) thereof, namely, that: (a) the National Development Bank Act, No. 2 of 1979, shall have been amended, suspended, abrogated, repealed or waived so as, in the judgment of the Association, to materially affect the carrying out of the Project or the operations or financial condition of NDB; (b) a change shall have been made in the Subsidiary Loan Agreement without the Association's consent; and - 10 - (c) the Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablish- me:;t of NDB or SMI Fund, or for the suspension of the operations of NDB or SMI Fund. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified pursuant to paragraph (d) thereof, namely that any events speci- fied in paragraphs (a) and (b) of Section 5.01 of this Agreement shall occur. ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as addi- tional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions: (a) modifications satisfactory to the Association, in the organization, staffing and statement of policies and operating procedures of the SMI Fund shall have been made; (b) the Small Industries Credit Guarantee Scheme of the Borrower's Central Bank shall have been amended in form and substance satisfactory to the Association, to improve procedures and to reflect the cligibility criteria for Sub-loans for small and medium size industries refinanced under the Project. (c) the Subsidiary Loan Agreement shall have been entered into in accordance with the provisions of Section 3.03 of this Agreement; and (d) agreements have been entered into by NDB with at least two Participating Credit Institutions in accordance with the provisions of Section 3.09 of this Agreement. Section 6.02. The following is specified as an additional matter, within the meaning of Section 12.02 (b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Association, namely, that the Subsidiary Loan Agreement has been duly authorized or ratified by, and executed and delivered on behalf of the Borrower and NDB, and constitutes a valid and binding obligation upon the Borrower and NDB. Section 6.03. The date ,41 b, /Y9 is hereby speci- fied for the purposes of Section 12.04 of the General Conditions. - 11 - ARTICLE VII Representatives of the Borrower; Addresses Section 7.01. The Secretary, Ministry of Finance and Planning of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministry of Finance and Planning Colombo Democratic Socialist Republic of Sri Lanka Cable address: Telex: SECMINFIN 21232 Colombo FORAID For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District - 12 - of Columbia, United States of America, as of the day and year first above written. DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA /S Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By/6 Regional Vice President South Asia - 13 - SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of items to be financed out, of the proceeds of the Credit, the allocation of the amounts of the Credit to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category SDR Equivalent) to be Financed (1) Part A of the Project: (a) refinanced 22,360,000 100% of SMI amount not refinancing exceeding $40,000 equi- valent per Sub-loan (b) refinanced 2,480,000 100% of SMI amount exceed- refinancing ing $40,000 equivalent per Sub-loan (2) Equipment, vehicles 440,000 100% of foreign and materials expenditures; 100% of local expenditures (ex-factory); and 80% of other local expenditures (3) Training, consul- 1,120,000 100% tants and tech- nical services (4) Unallocated 300,000 TOTAL 26,700,000 - 14 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the territory of any country other than the Borrower; and (b) the term "local expenditures" means expenditures in the currency of the Borrower or for goods or services supplied from the territory of the Borrower. 3. The disbursement percentages have been calculated in com- pliance with the policy of the Association that no proceeds of the Credit shall be disbursed on account of payments for taxes levied by, or in the territory of, the Borrower on goods or services, or on the importation, manufacture, procurement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Credit decreases or increases, the Association may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Association. 4. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made: (a) in respect of payments made for expenditures prior to October 13, 1981; and (b) in respect of Ca ,gories (2) and (3) on account of: (i) expenditures incurred for the financing of Part C of the Project unless and until the Association has been furnished with: A. a program satisfactory to the Association, to improve the organization, personnel management and performance of IDB; and B. evidence satisfactory to the Association that at least three of the coaches referred to in Part C (ii) of the Project have been appointed; - 15 - (ii) expenditures incurred for the financing of Part C(iii) of the Project unless and until the Associa- tion has been furnished with a report on the implementation satisfactory to the Association, of Part B(i) of the Project under the First Agreement; and (iii) expenditures incurred for the financing of Part D of the Project unless and until the Association has been furnished with an action plan satisfactory to the Association, for the implementation of Part D of the Project for the period covered by January 1, 1982 to December 31, 1982. 5. Notwithstanding the allocation of an amount of the Credit or the disbursement percentages set forth in the table in paragraph 1 above, if the Association has reasonably estimated that the amount of the Credit then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Association may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Credit which are then allocated to another Category and which in the opinion of the Association are not needed to meet other expen- ditures; and (ii) if such reallocation cannot fully meet the estimated shortfall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. 6. If the Association shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set forth or referred to in this Agreement, no expenditures for such item shall be financed out of the proceeds of the Credit and the Association may, without. in any way restricting or limiting any other right, power or remedy of the Association under the Development Credit Agreement, by notice to the Borrower, cancel such amount of the Credit as, in the Association's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financ- ing out of the proceeds of the Credit. - 16 - SCHEDULE 2 Description of the Project The Project is part of the Borrower's continuing program to develop the small and medium size industries in the Borrower's territory, and consists of the following Par:s: Part A: Sub-loans A program by NDB through the SMI Fund to refinance Sub-loans by Participating Credit Institutions to small and medium size industries, Part B: NDB and Participating Credit Institution (i) Improvement of NDB, the SMI Fund and Participating Credit Institution staff and operational system by developing capabilities in project review, analysis of industry groups and supervision through training and technical services; and (ii) Improvement of management information systems in the Participating Credit Institutions. Part C: IDB Strengthening of managerial and technical services of IDB for small and medium size industries through: (i) establishment of a consultancy fund for the provi- sion of technical assistance in the resolution of specific problems of small and medium size indus- tries; (ii) provision of coaching to its extension officers; and (iii) expansion of its engineering service facilities. Part D: EDB Assistance by EDB in expanding exports of selected light industrial products through: - 17 - (i) technical assistance and training in adapting products and upgrading processes to meet export requirements; (ii) participation in sales and exposure trips; (iii) pilot projects by exporters and export-oriented manufacturers; and (iv) policy studies to improve export incentives. Part E: Subsector Expansion Expansion of programs for improving light industries with particular attention to rubber products, building materials, garments, and handloom products for export. The Project is expected to be completed by June 30, 1985. - 18 - SCHEDULE 3 Terms for On-lending, Refinancing and Sub-loans A. Terms for On-lending by Borrower to NDB 1. Initial interest rate 11% per annum for Refinancing of Sub- loans 2. Amortization period 14 years, inclusive of 4 years of grace 3. Foreign exchange risk to be borne by Borrower B. Terms for Refinancing Sub-loans by NDB 1. Initial interest rates 13% per annum for Sub- loans up to Rs 500,000; 14% per annum for Sub- loans exceeding Rs 500,000 and up to Rs 2,000,000 2. Amortization period : maximum of 10 years, inclusive of 2 years of grace 3. Amount of refinancing up to 80% of amount of each Sub-loan C. Terms of Sub-loans 1. Initial interest rate 18% per annum for Sub- loans to be refinanced out of the proceeds of the Credit 2. Amortization period 3 to 10 years including grace periods of 3 months to 2 years 3. Maximum Sub-project Rs 4,000,000 in land, size buildings, plant, machinery, equipment and other fixed assets - 19 - 4. Maximum Sub-loan size Rs 2,000,000 in land, buildings, plant, machinery, equipment, other fixed assets and permanent working capital 5. Minimum equity : 20% of Sub-project amount contribution D. Adjustment of Terms 1. The Borrower shall on the date of the Development Credit Agreement and on each July 1 and January 1 thereafter, notify the Association of the prevailing rate, and unless the Association shall otherwise agree, shall adjust the on-lending rate referred to in C.1 of this Schedule by one percentage point for each percentage point change between the prevailing rate on such July 1 or January 1 and the prevailing rate on the date hereof; provided, that the on-lending rate shall not be lower than the on-lending rate in C.1 unless the prevailing rate on such July 1 or January 1 is below such on-lending rate, in which case notwithstanding the above, the on-lending rate shall thereafter be the prevailing rate. For purposes of this paragraph "prevailing rate" means the rate of the Peoples' Bank applicable to loans to large scale industry. 2. (a) For Sub-loans up to Rs 500,000 the spread to the Parti- cipating Credit Institutions shall remain at least 5%, and to NDB at least 2%. (b) For Sub-loans exceeding Rs 500,000 up to Rs 2,000,000 the spread to the Participating Credit Institutions shall remain at least 4%, and to NDB at least 3%. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the day of 198 FOR SECRETARY