Brief Project Details - Sai Wardha Power Generation Limited

Project in brief Sai Wardha Power Generation Limited (“SWPGL” or the “Company” or the “Project”), owns and operates 540 MW (4X135 MW) of coal-based power plant, at Warora, Wardha (Maharashtra). The Company is promoted by the KSK group, which is primarily engaged in the development, operation and maintenance of power projects in India. The Project achieved COD in July 2011 and the plant has been operational for about 7 years.

The Plant is located at Warora Growth Centre in the MIDC industrial area, in a sector specific Special Economic Zone (SEZ) for power sector (about 45 km from Chandrapur and about 120 km from Nagpur through NH-7 and SH-264). The nearest railway station of the project site is situated at Warora (5 km from the plant site).

Current Status of the Project

Land Maharashtra Industrial Development Corporation (MIDC) has allotted 140.32 Hectares (Ha) of land to SWPGL on lease for 95 years. Additionally, the company has acquired freehold land of 26.69 Ha. The entire land is in possession of the Company.

Major Approvals

All the major approvals/ clearances required for the Project such as MoEF clearance, clearance from Pollution Control Board, Water approval, Factory license, etc. have been obtained by the Company

Details of EPC EPC was carried out by Sichuan Electric Power Design & Consulting Company Limited, China for both Boiler Turbine Generator and Balance of Plant.

Water Arrangement

Total water requirement for the project is 11.44 million cubic meter (MCM) per annum. SWPGL has raw water storage capacity equivalent to 2 days of water requirement, inside the plant. Presently, water is supplied by MIDC from a jack well situated at Wardha River near Mardha village, through a 9 km long underground pipeline by pumping water through pumps owned by SWGPL. Further, additional reservoir to handle 15 days of water requirement has been constructed within the plant.

Further, MIDC has completed the construction of a permanent weir on Wardha River for storage of 21.90 mcm of water and for water supply to the Company and to GMR EMCO’s 600 MW power plant.

Power Evacuation Arrangement

SWPGL generates power at 13 kV and is stepped up to 220 kV through 13KV/ 220 kV Generator Transformer. The power generated is evacuated through 220 kV Double circuit double sided stringing (DCDS) transmission line to Maharashtra State Electricity Transmission Company Limited (MSETCL) grid system. MSETCL has 220 kV Grid Substation at Warora.

Further, supply of power to captive consumers is done through the grid, for which the Company has obtained open access approvals.

Fuel arrangement

The total coal requirement for full operation of SWPGL power plant is about 2.64 MTPA. Presently, the Company has executed Fuel Supply Agreement (FSA) with Western Coal Fields Limited (WCL) for 1.625 MTPA of coal on cost plus basis on 3rd April 2012.

Further, the Company has filed a petition against WCL for higher pricing of coal in a non-transparent manner. The matter is being heard in the Supreme Court. The Supreme Court has issued orders to WCL to supply 3000 tonne of coal per day during the interim period.

Presently, the coal requirement for operations is predominantly being met from WCL and any shortfall is being procured from the open market/ e-auctions.

Fuel Transportation

SWPGL has constructed a railway line for connecting the project site to Warora railway station (located at a distance of about 5 km from the project site) and also installed railway siding facilities at the project site. Coal is to be delivered inside the plant in rakes of wagons through the railway siding.

Since two of the three mines earmarked for supply of coal to SWGPL are located at a distance of about 20-30 km from the Project, transportation is done by road presently. For the third mine, located about 400 km from the Project, transportation by rail is preferred.

PPA / Off-take Arrangement

Existing Arrangements: In the initial years after COD, the company enjoyed a mix of captive customer PPAs as well as medium term PPAs with RInfra and achieved a healthy operating PLF of 72% in FY 2013. But the contract rollover with RInfra could not be achieved.

Presently, the Company operates about 120 MW of its capacity as a Captive Power Producer with offtake arrangements with captive customers for tenors ranging from 1 to 5 years. Further, during periods of high demand, the Company operates an additional 50-100 MW to cater to peak season demand and through short term contracts with Maharashtra State Electricity Distribution Company Limited (MSEDCL) or by sale through the power exchange.

Future Expected Tie-up: In a recent tender for medium term PPAs (5 year), the Company has emerged L1 for allocation of capacity of 100 MW for which Letter of Award is yet to be issued for supply from 1st April 2019.

Further, the Company had also participated in a tender floated by MSEDCL for tie-up of PPA and emerged among the top 5 bidders. However, MSEDCL has contracted PPA with other bidders, which SWPGL has contested before the Appellate Tribunal For Electricity (APTEL) who has issued an order in February 2015 directing MSEDCL to tie-up for off-take arrangements with three bidders who emerged L3, L4 and L5 in the tender process. Thereafter, an appeal was filed against the APTEL order by one of the bidders in the Supreme Court, but was dismissed.

Operational details

FY Gross Generation (MU) PLF (%)

FY 2012 2,481 60% FY 2013 3,403 72% FY 2014 2,586 55% FY 2015 1,174 25% FY 2016 1,856 39%

FY 2017 1,395 29%

FY 2018 1,130 24%

Brief financials

(Rs. in Crore) Particulars FY 15 FY 16 FY 17

Revenue 565.89 781.14 544.20

EBITDA (115.46) 146.79 (82.89)

PAT 78.33 (243.39) (18.38)

Net Fixed Assets

2267.50 2265.81 2105.11

TOL 3784.35 4026.97 4310.67

TNW (79.22) (286.00) (304.26)

Operations and Maintenance

The Control room operations are directly controlled by the Company itself. As regards taking care of entire field operations and maintenance activities of the plant, the Company has awarded an O&M contract to McNally Bharat who will undertake the overall supervision of the Company. McNally Bharat in turn engages various subcontractors to perform various specified tasks in consultation with the Company.

Bank Facilities Details of Fund based and Non fund based facilities as on March 31, 2018 are given below: (Rs. in Crore) Sr. No

Lender/ Financial Institution

Rupee Term Loans

Foreign Currency Loans /

ECB

CC Non- fund

based facilities

Debenture Total outstanding

% o/s

1 IDBI Bank 101 1209 58 - - 1,367 40.82%

2 Standard Chartered Bank

- 701

- - -

701

20.93%

3

Assets Care & Reconstruction Enterprise Ltd (ACRE)

66 - - - - 66 1.97%

3 Oriental Bank of Commerce

17 - 209 - - 226

6.74%

4 UCO Bank 94 - - - 94 2.81%

5 Axis Bank - 207 - - 207 6.18%

6 IDFC Bank 159 - - - 159 4.75%

7 Bank of India 68 - - - 68 2.02%

8 State Bank of India

- - 154 18 - 172 5.13%

9 Indian Overseas Bank

14 - 180 5 - 199 5.95%

10 India Opportunities Fund

- - - - 90 90 2.69%

Total 519 1909 807 23 90 3349 100%

*Outstanding numbers are subject to reconciliation by lenders and may undergo change

“The information contained herein has been prepared by SBICAP based upon information made available to

them by the Company. SBICAP, the Lenders or their employees or officers or agents or representatives make no representation or warranty, express or implied that the information contained herein is accurate, authentic, fair, correct, or complete. In so far as the information contained in herein includes current or historical information, the accuracy, authenticity, correctness, fairness, and completeness of such information cannot be guaranteed.”

Qualification Criteria Document Privileged & Confidential

QUALIFICATION CRITERIA DOCUMENT

Issued by:

Lead Bank

IDBI Bank Limited IDBI Tower, WTC Complex,

Cuffe Parade, Colaba,

Mumbai – 400 005

Website: www.idbi.com

Advisor to the Lenders

SBI Capital Markets

Limited

202, Maker Tower E,

Cuffe Parade,

Mumbai - 400 005

Website: www.sbicaps.com

1. INSTRUCTIONS TO THE INTERESTED PARTIES

1.1 The interested parties are requested to kindly take note of the qualification criteria set

out below, who shall self-ascertain their eligibility in relation to the participation in

the bidding process, at the time of procurement of the bid document.

1.2 It is hereby clarified that the access to the virtual data room shall be provided to the

interested parties only after submission of the stamped and executed non-disclosure

agreement and payment of the Bid Access Fees.

1.3 In the event, the interested party has submitted the Bid Access Fees by way of real

time gross settlement (RTGS) in favour of IDBI Bank Limited in the account, as

specified in the advertisement, such interested party shall be required to provide

evidence of such payment including the unique transaction reference number for the

purpose of procurement of the bid document. In this regard, the Lenders and/or

SBICAP may, at their sole discretion, seek further information from such interested

party.

2. QUALIFICATION CRITERIA

2.1 The qualification criteria in relation to the eligibility of an interested party for

submission of a bid proposal with respect to the present transaction involving the

change in ownership and management control of the Company is as under:

(a) An interested party may include any individual (resident of India, foreign

national, non-resident Indian or a person of Indian origin, as defined under

Foreign Exchange Management Act, 1999 and any related amendments

thereto), trust, co-operative society, private limited company, public limited

company, sole proprietary firm or a partnership firm, all registered in India or

a company registered outside India, which is eligible to invest in India under

the laws of India (subject to such parties obtaining all statutory approvals by

themselves from Government of India/ Reserve Bank of India etc.).

(b) An interested party can be a strategic investor (“SI”) and/ or a financial

investor (“FI”). Eligibility criteria for both SI and FI have been detailed

below. An SI may include corporates having experience in similar sectors with

domestic or global experience or both. An FI may include private equity

funds, investment funds etc. Please note that this is an indicative list and is not

exhaustive and has been prepared for illustration purposes only.

2.2 An interested party should demonstrate the following technical and financial

capacities, to the satisfaction of the Lenders:

(a) Technical Capacity

(i) An interested party, directly or through an affiliate/group company,

should either have developed and/or is currently operating a coal based

thermal power plant having a capacity of at least 100 MW, as on the

date of procurement of the bid document; or

(ii) In case where the interested party does not have experience in

developing or operating a coal based thermal power plant, such an

interested party shall be required to either (A) enter into a tie-up (joint

venture/consortium) with a technical partner who meets the above

mentioned technical criteria (having a minimum equity shareholding of

20% in such joint venture/consortium) or (B) engage an operations and

management (O&M) contractor who meets the technical criteria as

specified in (i) above, for a period of at least five (5) years.

(b) Financial Capacity

(i) Financial Capacity of a SI

Consolidated Tangible Net worth of INR 250 Crores or more, as of

March 31, 2017 or later, where

Tangible Net worth = (paid up equity share capital) + (reserves and

surplus) – (revaluation reserves) – (intangible assets) – (miscellaneous

expenditure to the extent not written off & carry forward losses).

(ii) Financial Capacity of a FI

(A) Minimum Asset Under Management (AUM) of INR 1000

Crores as of March 31, 2017 or later; or

(B) Committed funds available for investment/deployment in

Indian companies or Indian assets of INR 500 Crores or more

as of March 31, 2017 or later;

(C) In case the FI is a bank/non-banking financial company or an

asset reconstruction company, the investor should have

consolidated tangible net worth of INR 250 Crores or more as

of March 31, 2017 or later.

2.3 In the event the interested party forms a consortium/joint venture for the purposes of

the present transaction, it shall fulfil the following requirements:

(a) The consortium shall consist of not more than 3 (three) members with

shareholding of an individual member not being less than 10% (ten percent).

Members having participation interest of at least 20% (twenty percent) in the

consortium shall only be considered for evaluation and such members shall

further commit that the combined participation interest of all the members

whose experience have been evaluated for the purpose of submission of the

bid proposal shall be at least 51% (fifty one percent) and further, shall have a

lock-in period of 5 (five) years from the date of transfer of shares of the

Company to the consortium. The lock-in shall not be applicable in OTS

proposals. The consortium would be required to have a lead consortium

member.

(b) In the event the consortium is made up of body corporates, the net worth of the

consortium shall be calculated as the weighted average of the consolidated net

worth of the individual member (value of any negative parameter shall be

considered as nil). Provided that only such portion of their net worth as is

proportionate to their shareholding in the consortium will be considered

towards this qualification criteria.

(c) In the event the Consortium is made up of FI/funds/private equity

investors/nonbanking financial companies/any other such applicants, the

minimum AUM of the consortium shall be calculated as weighted average of

individual member’s AUM or committed funds available for

investment/deployment in Indian companies. Provided that only such portion

of their AUM/committed funds as is proportionate to their shareholding in the

consortium, will be considered towards this qualification criteria.

(d) In the event the consortium is made up of a mix of SIs and FIs viz. comprising

body corporates, FIs/funds/private equity investors/non-banking financial

institutions/any other applicants, the qualifying criteria applicable to the lead

member shall be considered.

(e) No change in the members of the consortium will be allowed after the

submission of the proposal by the consortium.

(f) Any fund/corporate entity can participate in only 1 (one) Consortium or can

submit only 1 (one) bid proposal.

2.4 Any state entity/public sector undertaking having a minimum operational power plant

capacity of 100 MW or consolidated Tangible Net worth of least INR 250 Crores as

on March 31, 2017, shall be eligible to directly procure the bid document. Further,

such an entity will not be required to pay the bid access fees.

2.5 Government promoted funds / Quasi sovereign wealth funds promoted by

Government of India / State Governments in India having an AUM of at least INR

1000 Crores or committed funds available for investment/deployment in Indian

companies of at least INR 500 Crores as on March 31, 2017 or later, shall be eligible

to directly procure the bid document. Further, such an entity will not be required to

pay the bid access fees.

2.6 The interested party including any member of a consortium/joint venture or a fund or

a financial institution or a private equity investor or group company or affiliate or a

chief executive officer or any of the directors/ manager/ key managerial personnel of

the interested party or their affiliate should not have been charge-sheeted by any

agency of the government or convicted by a court of law with regard to matters

relating to security and integrity of the country.

2.7 Neither the interested party including any consortium member, group company,

affiliate, chief executive officer, any of the directors/ manager/key managerial

personnel of the interested party or their affiliate should have been convicted by a

court of law or indicted nor any adverse orders should have been passed by a

regulatory authority which could cast a doubt on the ability of the interested party to

undertake the transaction or which relates to a grave offence that outrages the moral

sense of the community in regard to matters, as may be determined in accordance

with applicable law.

3. DISQUALIFICATION CRITERIA

3.1 Without prejudice, an interested party may be disqualified and its bid proposal

excluded from further consideration for non-compliance with the terms hereof or for

any of the reasons (including without limitation) listed below. Where an interested

party is a consortium, none of the members should be subject to disqualification under

the terms of this document. The disqualification criteria shall include:

(a) Material misrepresentation by an interested party in the bid document.

(b) The interested party is disqualified in terms of Section 29A of the Insolvency

and Bankruptcy Code, 2016.

(c) Failure by the interested party to provide the information required to be

provided in the bid proposal, in accordance with the terms of the bid

document.

(d) Submission of the bid proposal in respect of any interested party/consortium,

where such interested party or member of a consortium had already submitted

a bid proposal either independently or is a member of another consortium

which has already submitted a bid proposal.

(e) The Lenders decide that the interested party has not satisfied the qualification

criteria and hence not eligible. Without prejudice to the generality of the

above, the criteria may include among others, the track record (financial,

operational strength, turnaround experience or otherwise) of the interested

party, its financial strength, etc.

(f) Failure to comply with any request of the Lenders in relation to the proposed

transaction including further documents, details or information in relation to

the bid proposal or documents submitted in relation to the bid proposal.

(g) If it is discovered at any time that an interested party is subject matter of

winding up/insolvency proceedings or has taken any step to apply for it or any

analogous proceedings.

(h) The interested party is unable to pay its debts or is otherwise insolvent or has

entered into any discussions with its lenders for rescheduling of its debts or for

any arrangement or compromise in relation to a debt.

(i) If execution or distress is levied on or any receiver is appointed in respect of

any material assets of the interested party.

(j) Any information regarding the interested party which becomes known to

Lenders which is detrimental to the proposed transaction and/or the interests

of the Lenders.

(k) Initiation or existence of any legal proceedings, by or against the interested

party and/or in respect of its affiliates or group, which proceeding may be

prejudiced by the participation of the interested party in the selection process

or the proposed transaction by the Lenders.

(l) Non fulfilment of any other condition as may be listed in the bid document.

3.2 If any information becomes known after the interested party has submitted its bid

proposal, which information would have entitled Lenders to reject the bid proposal of

the relevant interested party, the Lenders reserve the right to reject the interested party

at the time such information becomes known to the Lenders. Where such party is a

consortium, the Lenders would disqualify the entire consortium, even if it is

applicable to only one member of such consortium.

3.3 The Lenders’ determination that 1 (one) or more of the events specified herein above

has occurred, shall be final and conclusive.

4. DISCLAIMERS

4.1 The Lenders or SBICAP shall not be responsible for non-receipt of the Bid Access

Fees or any correspondence sent by any interested party including receipt of any

correspondence in relation to the payment of the Bid Access Fee, through any mode.

4.2 The Lenders or SBICAP shall in no circumstances, be responsible to bear or

reimburse any expenditure or costs incurred by any interested party in respect of the

procurement of the bid document.

4.3 The advertisement, this qualification criteria document and information contained

herein or any part of them does not constitute or purport to constitute investment

advice in publicly accessible media and should not be printed, reproduced,

transmitted, sold, distributed or published by the recipient without the prior written

approval from Lenders and/or SBICAP.

4.4 The Lenders or SBICAP shall in no event be responsible towards refund of the Bid

Access Fees, including in events where the bid/proposal submitted by the interested

party is found to be non-responsive or is disqualified for any reason whatsoever.

Privileged & Confidential

1

CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT

[Note: To be submitted by the interested party prior to (i) obtaining the bid document and

(ii) receiving access to the virtual data room]

This CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT (hereinafter

referred as the "Agreement") is made at [●] on this [●] day of [●] 2018 (hereinafter

referred as “Effective Date”) between:

1. SAI WARDHA POWER GENERATION LIMITED, a company incorporated

under the Companies Act, 1956 and an existing company under the Companies

Act, 2013 and having its registered office at 8-2-293/ 82/A/ 431/A, Road Number

22, Jubilee Hills, Hyderabad – 500033 (hereinafter referred to as the “Company”

or "Disclosing Party" which shall be deemed to mean and include its successors

and assigns) of the FIRST PART

And

2. [●], a company incorporated under the Companies Act, 1956 and having its

registered office at [●] (hereinafter referred to as the “Receiving Party” which

shall be deemed to mean and include its successors and permitted assigns) of the

SECOND PART; [Note: To be filled in by the interested party]

The “Disclosing Party” and “Receiving Party” are hereinafter individually referred to as

the “Party” and collectively referred to as “Parties”.

The term ‘Receiving Party’ shall mean and include its subsidiaries, partners, associate

company, holding company and their respective directors, officers, and employees or its

expressly authorized representatives or agents (hereinafter collectively referred to as

“Representative”), and the rights and obligations of the Parties hereto therefore also shall

enure to such Affiliates and may be enforced directly by or against such Affiliates. As an

express condition to each Party disclosing Confidential Information (as defined

hereinafter) to the other Party and in consideration of the mutual promises and covenants

herein.

WHEREAS:

A. The Company is engaged in the business of owning and operating a 540 MW (4 x

135MW) coal based thermal power plant at Warora Growth Centre in the

Maharashtra Industrial Development Corporation Industrial Area, Wardha,

Maharashtra.

B. The consortium of lenders led by IDBI Bank Limited (“Lenders”) have extended

certain credit facilities to the Company and upon default in servicing such credit

facilities, the security trustee (acting for the benefit of the Lenders) has invoked

the pledge of shares of the Company and currently holds 51% of the equity shares

of the Company (as collateral for sale against the outstanding credit facilities) (the

“Invoked Shareholding”).

C. The Lenders have now proposed to undertake a change in ownership and

management control of the Company by transferring the Invoked Shareholding to

a new investor/consortium of investors, in accordance with the terms of the extant

Privileged & Confidential

2

guidelines and regulation of the Reserve Bank of India (the “Proposed

Transaction”).

D. SBI Capital Markets Limited, a company incorporated under the Companies Act,

1956 and an existing company under the Companies Act, 2013 and having its

registered office at 202, Maker Tower E, Cuffe Parade, Mumbai - 400005,

(hereinafter referred to as the “SBICAP” which expression shall, unless repugnant

to or inconsistent with the context or meaning thereof mean and include its

successors and permitted assigns) engaged in the business of investment banking,

project advisory and financial services, has been mandated by the IDBI Bank

Limited (acting on behalf of the Lenders), to assist the Lenders in identifying an

investor/consortium of investors, for acquiring at least 51% of the equity

shareholding in the Company (on fully dilutive basis) and effecting the change in

ownership and management control of the Company.

E. SBICAP has, on behalf of the Lenders, invited for procurement of a bid document

and subsequent submission of bid proposals by interested parties in relation to the

Proposed Transaction, by way of newspaper advertisement published on June 28,

2018 and uploaded on the website of SBICAP and IDBI Bank Limited. Pursuant

to the aforementioned advertisement, the Receiving Party had has procured its

expression of interest and subsequently been selected to participate in the bid

process.

F. In respect of exploring and evaluating the Proposed Transaction, the Disclosing

Party shall be disclosing certain Confidential Information of the Disclosing Party

to the Receiving Party, on a strictly confidential basis for the purposes of the

Proposed Transaction and on the terms and conditions set out below.

NOW, THEREFORE, in consideration for the mutual promises and covenants

hereunder the Disclosing Party and Receiving Party agree as follows:

1. DEFINITIONS

1.1 “Confidential Information” shall mean and include the information provided,

disclosed or submitted by the Disclosing Party to the Receiving Party, in written,

representational, electronic, verbal or other form and includes all data, materials,

products, technology, computer programs, specifications, manuals, business plans,

software, marketing plans, financial information, human resource information and

any other information disclosed or submitted whether prior to the Effective Date

of this Agreement or thereafter including without limitation, the information on

the contents and existence of this Agreement and analysis, compilations, studies

and other documents prepared by either Party or its representatives or which

contain or otherwise reflect or are generated from any Confidential Information.

2. RECEIVING PARTY'S OBLIGATIONS

2.1 The Receiving Party agrees that the Confidential Information is to be considered

confidential and proprietary to Disclosing Party and Receiving Party shall hold the

same in confidence. The Receiving Party and its Representative shall make use of

the Confidential Information solely for the purpose of the transaction or such other

purposes from time to time agreed or consented by the Disclosing Party as

Privileged & Confidential

3

evidenced in writing. The Receiving Party and any of its Representatives shall not

without the prior consent of the Disclosing Party or as expressly permitted herein,

disclose, publish or reveal or cause it to be disclosed, published or revealed or

make available to any other person, or use or allow others to disclose or use, the

Confidential Information in any manner whatsoever other than as provided in this

Agreement.

2.2 The Receiving Party and its Representatives shall exercise no lesser security or

degree of care than it applies to its own Confidential Information of an equivalent

nature, but in any event not less than the degree of care which a reasonable person

with knowledge of the confidential nature of the information would exercise.

2.3 Confidential Information furnished in tangible form shall not be duplicated or

caused to be duplicated by Receiving Party or any of its Representatives. Upon the

written request of Disclosing Party, Receiving Party shall return all Confidential

Information received from the Disclosing Party in any form, including copies, or

reproductions or other media containing such Confidential Information, within ten

(10) days of such request. Any documents or other media developed by the

Receiving Party containing Confidential Information shall be destroyed by

Receiving Party. Receiving Party shall provide a written certificate to Disclosing

Party regarding destruction within ten (10) days thereafter.

2.4 It is agreed between the Parties that Receiving Party shall not disclose or direct its

Representatives, to disclose (a) the Confidential Information has been made

available to them, (b) that discussions or negotiations are taking place concerning

a possible transaction between the Parties or (c) any terms, conditions or other

facts with respect to any such possible transaction, including the status thereof, to

any third party without the prior written consent of the Disclosing Party.

3. EXCEPTIONS

3.1 Confidential Information does not include any information that:

(a) at the time of its disclosure, is in public domain or which after disclosure

becomes part of public domain through no fault of the Receiving Party or

its Representatives; or

(b) is or has been developed independently by the Receiving Party without

reference to or reliance on the Disclosing Party's Confidential Information.

4. PERMITTED DISCLOSURES

4.1 The Receiving Party shall restrict the possession, knowledge, development and

use of the Disclosing Party’s Confidential Information to its Representatives or

any person claiming under it:

(a) who have a need to know such Confidential Information, and

(b) who are bound by a non-disclosure agreement or confidentiality

obligations consistent with and at least as protective as this Agreement.

Privileged & Confidential

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However, the Receiving Party will remain responsible for any breach of the terms

of this Agreement by any of the persons mentioned herein to whom this

Confidential Information would be disclosed by the Receiving Party.

5. COMPELLED DISCLOSURE

The Receiving Party may disclose Confidential Information to the extent

necessary pursuant to applicable laws, regulation, court order, or other legal

process, provided the Receiving Party notifies the Disclosing Party of the

existence, terms and circumstances surrounding such a request so that the

Disclosing Party may seek a protective order or other appropriate remedy and/or

waive compliance with the provisions of this Agreement.

6. NO LICENSE

Nothing contained herein shall be construed as granting or conferring any rights

by license or otherwise in any Confidential Information. It is understood and

agreed that neither party solicits any change in the organization, business practice,

service or products of the other party, and that the disclosure of Confidential

Information shall not be construed as evidencing any intent by a party to purchase

any products or services of the other party nor as an encouragement to expend

funds in development or research efforts. Confidential Information may pertain to

prospective or unannounced products. Receiving Party agrees not to use any

Confidential Information as a basis upon which to develop or have a third party

develop a competing or similar product.

7. NO LIABILITY

The Receiving Party understands and agrees that neither the Disclosing Party nor

any of its directors, officers, employees, agents, advisors or representatives (a)

have made or make any representation, warranty or guaranty, expressed or

implied, as to the accuracy or completeness of the Confidential Information or (b)

shall have any liability, responsibility or obligation to Receiving Party or its

affiliates relating to or resulting from the use of the Confidential Information or

any errors therein or omissions therefrom.

8. INJUNCTIVE RELIEF

The Parties acknowledge that monetary damages alone may be an inadequate

remedy for breach of the Receiving Party’s obligations under this Agreement. In

addition to any other remedy which may be available in law or equity, Disclosing

Party shall be entitled to injunctive order or other equitable relief to prevent a

breach of this Agreement and to compel specific performance of this Agreement.

9. TERM

This Agreement shall remain valid and binding on the Parties until one year from

the Effective Date of this Agreement or signing of definitive agreement,

whichever is earlier (“Term”). The obligations under this Agreement shall survive

for a period of one (1) year from the expiry of this Agreement. Provided however

that the obligation of the Receiving Party to keep the Confidential Information in

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confidence as set out in this Agreement shall survive the Term, including any

early termination of this Agreement in accordance with the terms hereof.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of

India and the Parties consent to the exclusive jurisdiction of the courts in Mumbai

for any dispute arising out of this Agreement.

11. TERMINATION

This Agreement shall automatically stand terminated on the expiry of the Term.

The Parties shall further have the right to terminate this Agreement by a prior

written notice of 15 (fifteen) days without any obligation towards each other,

except the obligation of the Parties which survive after termination of this

Agreement.

12. INDEMNITY

12.1 The Parties agree and confirm that with effect on and from the date this

Agreement is made on:

(a) the Receiving Party shall indemnify, and hold the Disclosing Party and any

officer, employee or agent, representatives, advisors and / or consultants of

the Disclosing Party, harmless against any cost, loss or liability incurred

by the Disclosing Party from any breach of this Agreement by the

Receiving Party; and

(b) the Disclosing Party shall indemnify, and hold the Receiving Party and any

officer, employee or agent, representatives, advisors and / or consultants of

the Receiving Party, harmless against any cost, loss or liability incurred by

the Receiving Party from any breach of this Agreement by the Disclosing

Party.

13. MISCELLANEOUS

13.1 This Agreement constitutes the entire Agreement amongst the Parties with respect

to the subject matter hereof and supersedes all prior and contemporaneous

agreements, representations, and understandings, whether written or oral, except

obligations imposed by law which shall be deemed a part of this Agreement. This

Agreement may not be amended except in writing signed by both Parties hereto.

No failure or delay by any Party in exercising any right hereunder or any partial

exercise thereof shall operate as a waiver thereof or preclude any other or further

exercise of any right hereunder. The invalidity or unenforceability of any

provision of this Agreement shall not affect the validity or enforceability of any

other provisions of this Agreement, which shall remain in full force and effect.

Nothing in this Agreement shall be implied, except as required under statue.

13.2 The terms and conditions of this Agreement shall inure to the benefit of and be

binding upon the successors and assigns of the Parties. The obligations under this

Agreement shall not be assigned or otherwise transferred in whole or in part by

Receiving Party without the prior written consent of the Disclosing Party.

Privileged & Confidential

6

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first

above written.

By:

Name:

Designation:

[●]

By:

Name:

Designation:

SAI WARDHA POWER

GENERATION LIMITED