Bangladesh’s Power Development Board (BPDB) signed a power purchase agreement with India’s Adani Power back in 2017. The deal, however, remained hidden from the public for years, and energy experts say it carries several clauses that work against Bangladesh’s interests. Critics allege that political pressure influenced BPDB officials to sign the agreement, giving Adani a one-sided advantage. The most serious concern is that BPDB has no practical legal path to exit the contract.

Under the deal, Bangladesh is required to buy 34 percent of the total output from Adani’s Godda plant in Jharkhand, a level of obligation not seen in any other power purchase contract. Adani also has the upper hand in setting coal prices. Because of disputes over coal costs, BPDB has objected to more than $230 million in Adani’s bills.

Energy analysts say the government should have learned from this experience before moving to hire foreign operators for terminals at the Chittagong port. They argue that the interim government is pushing ahead with new port agreements through a similarly opaque process. Several long-term deals with foreign operators are now being advanced under the interim government for the port’s development.

Drafts of those contracts, including clauses related to guarantees, indemnity, termination, and environmental safeguards, have not been made public. Experts warn that any lack of transparency in these provisions could burden whichever government comes next, much as the Adani agreement signed during the now-ousted Awami League government.

They argue that any port-related ownership or operational contract is not just an economic matter; it also touches national security, geopolitics, and sovereignty. That makes independent review, stakeholder consultation, and public scrutiny essential. At the moment, the public does not know what the pending port agreements contain.

After taking office, the interim government formed a national committee to examine large outstanding payments to Adani Power as well as review the contract itself. Members of the committee say they have already found evidence of serious irregularities.

Professor Shamsul Alam, the energy adviser to the Consumers Association of Bangladesh (CAB), told Bonik Barta that attempting to cancel the deal would put the government in a difficult position. “They could go to an international court. So the contract cannot simply be scrapped now. But the government can still address the violations that occurred,” he said.

Those involved say there is no clear policy guidance on how the terms and conditions of the terminal agreements at the Chittagong Port are being approved. Government offices are not providing information, and the port authority has issued no formal statements. Business groups say they have not even seen summaries of the agreements. Several internal sources claim the deals are being structured under a public-private partnership model, in which a foreign operator would gain the right to run a terminal under a build-operate-transfer arrangement. It remains unclear whether the state would retain meaningful control in the long run or whether operators would hold de facto authority for years.

State-level agreements typically include guarantee clauses. These provisions often require the government or the port authority to ensure a fixed profit, a minimum cargo-handling volume, or policy stability for private investors. They may also include revenue guarantees, which require the government to compensate operators if income falls short.

Demand guarantees are also common. In these cases, the state pledges that a certain volume of containers or cargo will move through the port. If the target is not met, the government is obligated to make using the port mandatory at its own expense. Such arrangements ultimately shift the financial burden to the public. Countries such as Sri Lanka and Kenya have already faced these risks.

Performance clauses set targets for throughput capacity, vessel unloading and waiting times, crane utilization, and fee-collection efficiency. Failure to meet these standards can result in fines, financial deductions, or cancellation of the concession. Additional penalties may apply if congestion occurs, and licenses can be revoked if international safety standards are not met.

Indemnity clauses specify which party bears financial responsibility when accidents, operational failures, or economic losses occur. These clauses determine who pays for any risky incident under the agreement, including accidents, pollution, labor demands, or third-party compensation.

Tax and revenue provisions outline exemptions for investors, including corporate tax breaks, VAT waivers, customs benefits, or revenue-sharing formulas. In many cases, investors receive duty drawbacks or tax-free privileges for 10 to 25 years, which can create significant risks for government revenue.

Termination clauses define the conditions under which an agreement can be canceled. Environmental clauses cover dredging, waste management, oil or chemical spills, carbon emissions, and compliance with international standards.

Experts argue that agreements tied to port development should not be kept secret. They say that even without a legal requirement, the basic terms of such state-level deals should be made public. Dr. Iftekharuzzaman, executive director of Transparency International Bangladesh (TIB), told Bonik Barta, “Even if there is no obligation, the core elements of these agreements should usually be disclosed. These deals are made on behalf of the state. So Bangladesh’s interests must be protected alongside the interests of the contracting party. The earlier agreement with Adani was entirely one-sided. Given that experience, I believe the basic terms should be made public.”

Regarding the importance of stakeholder engagement for a port as crucial as Chittagong, Dr. Iftekharuzzaman added, “The Chittagong Port is one of the pillars of our economy. With that in mind, the terms should be disclosed and stakeholders should be consulted. Experts outside the government should be brought in so the risks remain manageable. The power-sector agreements signed under the previous authoritarian government became like a double-edged saw. We cannot swallow them, and we cannot discard them. If such agreements end up in arbitration, they may go against our national interests. I hope the government will move forward, keeping these experiences in mind.”

Recently, questions have emerged over the opaque process surrounding the finalization of agreements with foreign operators for the Laldia Container Terminal at the Chittagong Port and the Pangaon inland container terminal in Keraniganj. Concerns include approvals granted on weekly holidays and a shortage of board members during key decisions. The Chittagong Port Authority (CPA) rushed through two major decisions on the same day: a 22-year terminal-operator appointment for Pangaon Container Terminal and a 50-year concession agreement for the Laldia Container Terminal.

According to sources at the Ministry of Shipping, negotiations and final documentation for both the Pangaon operator contract and the long-term concession for the Laldia terminal were completed on November 7 and 8. Most members of the evaluation committee were not informed. Only selected officials from the port authority, the Ministry of Shipping, and the PPP Authority were aware.

As these matters were processed confidentially on November 7 and 8, both weekly holidays, fresh scrutiny has emerged over the entire procedure. Allegations now include sidelining the evaluation committee, pushing approvals without the required number of board members, involving the same team in two international negotiations at the same time, and moving files from the ministry to the law ministry within a single day. Together, critics say, the sequence represents an unprecedented rush.

An official at the Ministry of Shipping, speaking on condition of anonymity, said, “Government or semi-government institutions usually do not approve such critical documents on weekly holidays. So it’s natural for questions to arise about transparency.”

Sources said the most questionable aspect is that the same individuals served as conveners and representatives of the Chittagong Port Authority (CPA) on both evaluation committees. The director for transport and the chief finance and accounts officer sat on both committees and handled two major negotiations at the same time.

A PPP specialist, also speaking anonymously, told Bonik Barta, “It’s impossible and ethically questionable for the same team to conduct two PPP negotiations with two different foreign investors simultaneously. PPP contracts are extremely complex. Every clause, legal point, and concession term must be reviewed in detail by the entire committee. Doing this so quickly, and with the same team, is risky for the country’s interests. These agreements need to be reconsidered.”

There are also allegations of irregularities in the board meeting. The board required four members to meet, but only two were present. Under the CPA Act, 2022, three to four votes are needed for major policy decisions. Yet the two key approvals were granted in a meeting attended by only two members, and their consent alone was used to finalize the decisions.

One current board member declined to comment. But port stakeholders say the decisions are legally flawed. Without at least three members, such approvals can be challenged in court. They argue that, in the national interest, the board should revisit the issues through a full discussion and seek fresh approval.

The Port Users Forum alleges that none of its members were involved at any stage. A senior member of the group said, “The entire process was handled with a lack of transparency. After the board made its decisions on November 9, the documents were sent to the Ministry of Shipping the same day. By November 10, they had reached the Ministry of Law. Completing such steps at this speed is unprecedented. The overall picture is one of haste, opacity, and gaps in expertise. That is why questions are mounting.”

According to a senior administrator, both agreements are large and significant for the country. But the terms were finalized under unusual secrecy, creating a risk of complications later on.

The government has moved to sign the contracts for the Laldia and Pangaon terminals on tomorrow, November 17. Under the rules, the Cabinet Committee on Public Procurement must approve the deals, and that approval must reach the Chittagong Port Authority through the Ministry of Shipping. After that, the investor must receive a Notice of Award (NoA) within the time frame set under the PPP structure. Once the investor accepts the notice, they are required to deposit a one-time payment along with 10 percent of the contract value as a performance guarantee. For the Laldia terminal contract, that amount is roughly $50 million. Under the PPP Act, the contract can only be finalized after this deposit. But in this case, officials are pushing to sign the agreement quickly, without securing the foreign currency deposit and while skipping several required steps.

Brigadier General (retd.) Dr. M Sakhawat Hussain, adviser to the Ministry of Shipping, told Bonik Barta, “You will learn everything about these contracts on the 17th (November). For the past six months, local and international lawyers, World Bank specialists, and others have been involved in the process. Nothing can be disclosed before the contracts are signed. I cannot comment before the signing takes place.”

Chittagong Port currently operates four container terminals: the New Mooring Container Terminal (NCT), the Chittagong Container Terminal (CCT), the General Cargo Berth (GCB), and the Red Sea Gateway Terminal (RSGT), which is widely known as the Patenga Container Terminal. The New Mooring terminal opened partially in 2007 and became fully operational in 2015. Saif Powertec Limited managed it from the start until July 6, 2025, and it is now under Chittagong Dry Dock Limited (CDDL).

Among the four, the Patenga Terminal received a foreign operator during the ousted Awami League government, when Saudi Arabia’s Red Sea Gateway Terminal International, or RSGTI, was appointed in June 2024. The other three terminals — New Mooring, General Cargo Berth, and Chittagong Container Terminal — are still run by domestic companies.

The government has also moved to hand over operations of the New Mooring Container Terminal (NCT) to DP World under a government-to-government (G2G) arrangement. Beyond the New Mooring facility, the port authority plans to bring the Bay Terminal project’s terminal under the same Emirati operator in the future.

The government is advancing its plan to appoint foreign operators on a G2G basis for the existing New Mooring terminal and three new terminals under the PPP framework. The 2015 version of the PPP Act did not include provisions for G2G projects. A policy was introduced in 2017, followed by Memorandums of Understanding (MoUs) with several countries. The law was amended in 2019, clearing a smoother path for appointing foreign operators. The current appointment process is moving forward based on the amended law passed under the previous Awami League government.

After the Bay Terminal project was launched, nine countries and companies submitted proposals to build the terminal and invest or provide financial support. According to a port letter sent to the Ministry of Shipping on July 8, 2019, the interested firms included APM Terminals of the Netherlands, China Merchants Group, DP World of the United Arab Emirates, South Korea’s International Port Development Cooperation Program (IPDCP), PSA of Singapore, India’s Adani Group, Saudi Arabia’s Red Sea Gateway, and the Asian Development Bank (ADB).

Those proposals eventually shifted toward government-to-government implementation, and the interim government is now close to finalizing several of them.

Several experts and industry stakeholders say real foreign investment in the Bay Terminal and Laldia areas would help upgrade port infrastructure.

Md Zafar Alam, a former additional secretary and board member of Chittagong Port, told Bonik Barta, “There is no objection to foreign investment in Laldia Char and the Bay Terminal because these areas would attract genuine foreign capital for infrastructure. But the New Mooring terminal could still bring in an operator through a competitive tender process instead of a G2G arrangement.”

The plan to bring foreign operators into Chittagong Ports’ existing terminals has been in preparation for years and is now approaching formal execution. The decision to appoint DP World as the operator for the New Mooring Container Terminal has raised questions about whether the G2G process ensures adequate transparency, competition, and contractual safeguards.

Amirul Haque, managing director of Seacom Group, said, “Foreign investment in new projects like Laldia and the Bay Terminal is a positive step. But it is important to ensure transparency throughout the process. The contracts must include terms that protect national interests. For terminals that are already operating, the most reasonable option is to hire an operator through a competitive tender that allows joint ownership between domestic and foreign companies.”

Multiple attempts were made to reach Omar Faruk, secretary and spokesperson of Chittagong Port, through messages and phone calls, but he did not respond.