Before the Uttar Pradesh Electricity Regulatory Commission

BEFORE THE UTTAR PRADESH ELECTRICITY REGULATORY COMMISSION

Quorum Shri Desh Deepak Verma, Chairman Shri I. B. Pandey, Member

Petitioner Western U.P. Power Transmission Co. Ltd., S-3, 2 nd Floor, Aditya Mega Mall, Indirapuram, Ghaziabad-201010 Versus Respondents

1. Managing Director, Paschimanchal Vidyut Vitran Nigam Ltd., Urja Bhawan, Victoria Park, Meerut-250001 2. Managing Director, Dakshinanchal Vidyut Vitran Nigam Ltd., Urja Bhawan 220, K.V. Up-Sansthan Bypass Road Agra – 282007 3. Managing Director, Poorvanchal Vidyut Vitran Nigam Ltd., Purvanchal Vidyut Bhawan, P.O. Vidyut Nagar, DLW, Varanasi. 4. Managing Director, Madhyanchal Vidyut Vitran Nigam Ltd., 4 Gokhale Marg, Lucknow 5. Managing Director, Uttar Pradesh Power Transmission Company Ltd., 14, Ashok Marg, Shakti Bhawan, Lucknow (UP)

Present in the Hearing:

1. Shri Chandra Mohan Mathur, Chief Engineer, UPPTCL 2. Shri S. K. Bhattacharya, Superintending Engineer, UPPTCL 3. Shri J. P. Vimal, Executive Engineer, UPPTCL 4. Shri C. K. Mishra, Executive Engineer, UPPTCL 5. Shri Swapnil Dagur, CGM, WUPPTCL

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ORDER (Hearing on 3.11.2015)

M/s Western U.P. Power Transmission Co. Ltd., S-3, 2 nd Floor, Aditya Mega Mall, Indirapuram, Ghaziabad-201010 filed petition No. 1041/2015 in the matter under sub- section(3) of section 17 of the Indian Electricity Act,2003 and sub-section (iii) of section 4.3.1 of Uttar Pradesh Electricity Regulatory Commission (General Condition of Transmission Licensee) Regulation No. UPERC/Secy.-05-931 dated December 14, 2005 with respect to the intra-state transmission system being established by the Western U.P. Power Transmission Company Ltd for approval of Supplementary Agreement. Brief History Western U.P. Power Transmission Company Ltd. (WUPPTCL) has been granted

Transmission Licensee on 20.06.2012 under section 14 of the Electricity Act, 2003

(hereinafter referred to as ‘the Act’) to transmit electricity as a transmission licensee and for that purpose to undertake the business for establishing, commissioning, operation and maintenance of the following transmission lines and substations for the scheme of

“765kV S/C Mainpuri-Hapur and Nainpuri-Greater Noida Line with 765/400kV AIS at

Hapur and Mainpuri and Associated Schemes/Work” on Build, own, Operate and maintain and Transfer (BOOT) basis (hereinafter referred to as ‘Project’)”. The elements of the project are as follows:

Transmission Lines

(i) 765kV S/C Mainpuri- Hapur line with Quad Bersimis conductor

(ii) 765kV S/C Mainpuri-Greater Noida line with Quad Bersimis conductor

(iii) 765kV S/C Greater Noida-Hapur line with Quad Bersimis conductor

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(iv) LILO of (2xS/C) 765kV S/C Meerut (PGCIL)-Agra (PGCIL) line at Greater

Noida substation with Quad Bersimis conductor

(v) 400kV D/C Hapur-Ataur (Ghaziabad) line with Quad Moose conductor

(vi) 400kV D/C Greater Noida-Sikandrabad line with Quad Moose conductor

(vii) 400kV D/C Ataur (Ghaziabad)-Indirapuram line with Quad Moose

conductor

(viii) 400kV D/C Hapur – Dasna line with Quad Moose conductor

(ix) 400kV D/C Greater Noida (Sector-148) line with Quad Moose conductor

(x) LILO of 400kV S/C Moradabad-Muradnagar line at Hapur substation with

Twin Moose conductor

(xi) LILO of 400kV S/C Muradnagar-Muzzafarnagar line at Ataur (Ghaziabad)

substation with Twin Moose conductor

(xii) LILO of 400kV S/C Rishikesh-Kashipur line at Nehtaur (Bijonr) substation

with Twin Moose conductor

Substations

(i) 2x1500MVA, 765/400kV and 2x500MVA, 400/220kV AIS at Hapur

(ii) 2x1500MVA, 765/400kV and 2x500MVA, 400/220kV AIS at Greater Noida

(iii) 2x500MVA, 400/220kV AIS at Sikandrabad

(iv) 2x500MVA, 400/132kV AIS at Nehtaru (Bijnor)

(v) 2x500MVA, 400/220kV and 3x60MVA, 220/33kV GIS at Ataur

(Ghaziabad)

(vi) 2x500MVA, 400/220kV and 3x60MVA, 220/33kV GIS at Indirapurm

(vii) 2x500MVA, 400/220kV and 3x60MVA, 220/33kV GIS at Dasna

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The Transmission Service Provider (TSP) has executed the Transmission Service

Agreement (TSA) with the Long Term Transmission Customers (LTTC’s) on 27 th

December 2011 for developing the Intra-state transmission system project for 765

KV S/C Mainpuri-Hapur and Mainpuri-Greater Noida Lines and Associated Scheme

/Work as detailed in Schedule 2 of the TSA (herein after referred to as “Project”).The

Project was awarded on Build Own Operate & Transfer (BOOT) basis to WUPPTCL

on May 31, 2011 by LTTCs.The TSP has agreed to provide the transmission service

to the LTTCs as per the terms and conditions of the TSA.

The TSA, Schedule 3 specifies the Scheduled COD in relation to the Project to be

thirty months from the date of award of the work (i.e. May 31, 2011). Further, the

term ‘Scheduled Commercial Operation Date (COD)’ as defined under the TSA “in

relation to the Project”, shall mean the date as mentioned in Schedule 3 as against

such Project, subject to the provisions of Article 4.4 of this Agreement, or such date

as may be mutually agreed among the Parties.”

The order for adoption of transmission charges and grant of transmission license for the Project was done only on May 30, 2013 and June 20, 2012 respectively.

During the hearing the petitioner submitted that they have approached the Commission for approval of Supplementary Agreement. The Commission enquired UPPTCL that whether they have any objections in the present petition. UPPTCL submitted that they have no objection in the present matter and have provided a copy of Supplementary Agreement approved by Department of Law, Govt. of UP to the petitioner for approval of the Supplementary Agreement by UPERC. Once the Supplementary Agreement is

Page 4 of 18 approved by the Hon’ble Commission it will be signed between the petitioner and LTTCs. The petitioner submitted that the supplementary agreement is as follows:

“SUPPLEMENTARY AGREEMENT

This Supplementary Agreement to the Transmission Services Agreement is made at {*} on {*} day of 20….

Between:

Person whose name, addresses and other details are provided in Scheduled-1 of this Supplementary Agreement collectively referred to as the “Long Term Transmission Customer” and individually referred to as the “Long Term Transmission Consumer” respectively which expression shall unless repugnant to the context or meaning thereof shall mean and include its successors and permitted assigns as Party of the one Part.

AND

Western U.P. Power Transmission Company Limited (WUPPTCL). A company incorporated under the Companies Act, 1956, having its registered office at S-3,2 nd floor, Aditya Mega Mall, Ghaziabad 201010, Uttar Pradesh (hereinafter referred to as “Transmission Service Provider”) or “TSP” or "WUPPTCL") which expression shall unless repugnant to the context or meaning there of shall mean and include its successors and permitted assigns as Party of the other Part;

TSP and LTTCs shall hereinafter be individually referred to as ‘Party’ and collectively as ‘Parties’.

Whereas,

1. The TPS has executed the Transmission Service Agreement (TSA) with the LTTC’s on 27 th December 2011 for developing the intra-state transmission system project for 765kV S/C Mainpuri-Hapur and Mainpuri -Greater Noida Lines and Associated Scheme/Work as detailed in Schedule 2 of the TSA (herein after referred to as “Project”). 2. Project was awarded on BOOT basis to WUPPTCL on May 31, 2011 by LTTCs. 3. The TSP has agreed to provide the transmission service to the LTTCs as per the terms and conditions of the TSA. 4. Under the TSA, Schedule 3 specifies the Scheduled COD in relation to the project to be thirty months from the date of award of the work (i.e. May 31, 2011). Further, the term ‘Scheduled COD’ as defined under the TSA “in relation to the

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Project”, shall mean the date as mentioned in Schedule 3 as against such Project, subject to the provisions of Article 4.4 of this Agreement, or such date as may be mutually agreed among the Parties.” 5. The order for adoption of transmission charges and grant of transmission license for the Project was done only on May 30, 2013 and June 20, 2012 respectively. 6. The Parties acknowledge that in view of the above and many other constraints, it was not possible to commission the Project within the stipulate Scheduled Commercial Operation Date (SCOD) (i.e. 30 (thirty) months from the award of work), which expired on 30.11.2013. 7. Thus, due to delay in process on various accounts, which was beyond reasonable control of WUPPTCL and LTTCs, the Parties have mutually decided to revise the Scheduled Commercial Operation Date of the Project as per the group of different elements as annexed with this Supplementary Agreement specified below.

Now, THEREFORE, in consideration of the mutual agreement contained in the TSA and other good and valuable consideration, which the Parties hereby acknowledge for amendment of the TSA, the Parties agree as follows:

1. The term Scheduled COD as defined and provided for in the TSA shall be substituted with the following. “Scheduled COD” in relation to an Element (s) shall mean the date (s) as mentioned in revised Schedule 3 as against group of element”.

2. The Parties agree that the target date for completion of the Lot-1 elements (i.e., 765kV Gr. Noida Substation (Part 1) and 400 kV Sikandrabad Substation+765kV SC (Quad Bersimis) Mainpuri-Gr. Noida Line+ 400kV DC (Quad Moose) Gr. Noida (765kV) -Sikandrabad + LILO of 765 kV Meerut ) (PG)- Agra (PG) at 765 kV Gr. Noida with Quad Bersimis, required for meeting requirements of Unit II of PPGCL and the lines given under clause-2 above shall be March 31, 2015.

3. Parties agree that the revised date for completion of the Lot-2 element i.e., 765kV Hapur Substation (Part 1) + 765kV Gr. Noida Substation (Part 2A) + 400kV Ataur Substation (Part 1) + 400kV Dasna substation (Part 1)+765kV S/C Mainpuri–Hapur with Quad Bersimis+765kV S/C G. Noida–Hapur with Quad Bersimis + 400kV D/C (Quad) Hapur (765kV)-Ataur (Ghaziabad)+ 400kV D/C (Quad) Hapur (765)-Dasna + LILO of 400kV Muradnagar–Muzaffarnagar at 400kV Ataur S/S with Twin Moose + LILO of 400kV Muradabad–Muradnagar Line at 765kV Hapur with Twin Moose + 400kV D/C (Quad) Greater Noida

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(765kV)- Noida (Sector-148) required for meeting requirements of Unit III of PPGCL and the lines given under clause-3 above shall be August, 31, 2015.

4. Parties agree that revised date for completion of the Lot-3 elements (i.e. 765kV Gr. Noida Substation (Part 2B) + 765kV Hapur Substation (Part-2)+400kV Dasna Substation (Part 2) + 400kV Ataur Substation (Part 2)+400kV Indirapuram + 400kV Nehtaur + 400kV D/C (Quad) Ataur (Ghaziabad) – Indirapuram + LILO of 400kV SC Rishikesh-Kashipur at 400kV Nehtaur S/S with Twin Moose required for meeting requirements of Unit I and Unit II of M/s MUNL are the lines given under clause-4 above shall be August, 31, 2016.

5. The Parties agree that the TSP will be receiving payments for a period of 35 (thirty five) years, based on availability, of the monthly Transmission Charges, for each lot of the Elements, from the date those group of elements are commissioned and are ready for operations but not earlier than the Scheduled Commercial Operation Date. Such time period of 35 (thirty five) years shall commence from the Scheduled Commercial Operation Date (i.e Lot I-March 31,2015,Lot II-Aug 31, 2015 & Lot III-Aug 31, 2016) of each Lot of the element.

6. With regards to the payment of liquidated damages for delay in commissioning the elements specified in clause 2,3 & 4, the provisions of Article 6.4 of the TSA shall be substituted with the clause being detailed as hereunder:

6.4. Capacity Charges & Liquidated Damages for Delay in achieving COD of Project:

6.4.1 Capacity Charges.

6.4.1.1 If the Long Term Transmission Customer (s) are liable to Pay capacity charges to M/s Prayag Raj Power Generation Co. Ltd. (PPGCL) for non- evacuation of power after the CODs of their Bara TPS’s second and third machines due to delay in commissioning of Lot-1 and Lot-2 elements respectively by the TSP, then the TSP shall pay to the Long Term Transmission Customer (s). as communicated by the Long Term Transmission Customers/ nominee of the Long Term Transmission Customers, in proportion to their Allocated Project Capacity, a sum equivalent to Rs. 33 crores per month per machine, as capacity charges and not as penalty, without prejudice to Long Term Transmission Customer’s right under the agreement for such delay till the time the

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concerning transmission system is not completed and grid connectivity is not provided by CEA.

6.4.1.2 If the Long Term Transmission Customer (s) are liable to Pay capacity charges to M/s Meja Urja Nigam (P) Ltd. for non-evacuation of power from their Meja TPP’s first & second machine after its COD due to delay in achievement of COD of the project by the TSP, then the TSP shall pay to the Long Term Transmission Customer(s) as communicated by the Long Term Transmission Customer/nominee of Long Term Transmission Customers, in proportion to their Allocated Project Capacity, a sum equivalent to Rs. 25 crores per month per machine as capacity charges and not as penalty, without prejudice to Long Term Transmission Customers’ rights under the Agreement for such delay till the time the concerning transmission system is not completed and grid connectivity is not provided by CEA.

6.4.1.3 However, the TSP will not be liable to pay amount towards capacity charges and liquidated damages if the Long Term Transmission Customers/nominee of Long Term Transmission Customers do not have to pay it to M/s Prayag Raj Power Generation Co. Ltd. and/or M/s Meja Urja Nigam (P) Ltd. as capacity charges due to delay in commissioning of the generation project and construction of Transmission system.

6.4.1.4 The TSP shall make payment of the monthly capacity charges payable to the concerned generation project as mentioned here in above, within 15 days of receipt of demand from Long Term Transmission Customers or their nominee. If the TSP fails to pay the amount of capacity charges on the specified date, the Long Term Transmission Customers shall be entitled to recover the said amount of the capacity charges along with an interest @ 1.25% per month of delay from due date. In case of failure of TSP to pay the capacity charges, the LTTC’s shall have the right to deduct the same from the Monthly Transmission Charges payable to the TSP as and when the transmission system is commissioned and such charges become payable. The payment of such damages shall not relieve the TSP from its obligation to complete the Project or from any other obligation and liabilities under the Agreement.

6.4.2 Liquidated Damages:-

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6.4.2.1 The Parties agree that if there is a delay beyond 31 st August 2016 in achieving the COD of all elements included in Lot 1. Lot II and Lot III OR the work is abandoned midway, then the TSP shall pay to the Long Term Transmission Customers(s), as communicated by the Long Term Transmission Customers / nominee of Long Term Transmission Customers, in proportion to their Allocated Project Capacity as on the date seven(7) days prior the Bid Deadline, a sum equivalent to 3.33% of Monthly Transmission Charges applicable for the Element of the Project [in Case where no Elements have been defined, to be on the Project as a whole] / Project, for each day of delay up to sixty(60) days of delay and beyond that time limit, at the rate of five percent (5%) of the Monthly Transmission Charges for each day of delay for a period of one month applicable to such Element/ Project, as Liquidated damages for such delay and not as penalty, without prejudice to Long Term Transmission Customers’ any rights under the Agreement.

6.4.2.2 The TSP’s maximum liability under Article 6.4.2.1 shall be limited to the amount of liquidated Damages calculated in accordance with Article 6.4.2.1 for and up the Three (3) months of delay for the Project. Provided that in case failure of the TSP to achieve COD of the Project even after the expiry of Three (3) months from its Scheduled COD, the provisions of Article 13 “Events of Default and Termination” shall apply.

6.4.2.3 The TSP shall make payment of the liquidate damages calculated pursuant to Article 6.4.2.1 within Ten (10) days of the earlier of:

(a) The date on which the applicable Element achieves COD; or (b) The date of termination of this Agreement.

The payment of such damages shall not relieve the TSP from its obligations to complete the Project or from any other obligations and liabilities under the Agreement.

6.4.2.4 If the TSP fails to pay the amount of liquidated damages within the said period of ten (10) days, the Long Tern Transmission Customers shall be entitled to recover the said amount of the liquidated damages by invoking the contract Performance Guarantee. If the then existing Contract Performance Guarantee is for an amount which is less than the amount of the liquidated damages payable by the TSP to the Long Tern Transmission

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Customers under this Article 6.4.2.1, the TSP shall be liable to forthwith pay the balance amount.

7. M/s WUPPTCL would deposit Additional CPG amounting to Rs. 32.00 crs. with validity up to November, 30, 2016 due to non fulfillment of conditions subsequent and shall be extended from time to time to be valid for a period up to three months after COD of the project.

8. The Parties agree that the Contract Performance Guarantee of Rs. 94.40 crs. as already provided by TSP under the TSA shall remain valid till November, 30, 2016 and shall be extended from time to time to be valid for a period up to three months after COD of the project.

9. The TSP shall achieve Financial Closure of the project within three months from the date of signing of Supplementary Agreement, failing which this Supplementary Agreement may be cancelled.

10. Schedule 2 of the TSA shall stand amended and be restated as below, Schedule : 2

Project Description and Scope of Project

[ Note: Detail description of the Project, including all the Elements, along with corresponding

Scheduled COD, as referred to in recital of this Agreement and in Article 4.1 of this Agreement]

LOT-1

Scheduled Sl No. Details of work Target date COD 1 2 3 4 Substations 1 400 kV Sikandrabad S/S 400kV : Complete Sub-Station 31.03.2015 31.03.2015 220kV : Complete Sub-Station 2 765 kV Gr.Noida S/S (Part 1): 765kV : 3 Line Bay with React. + 1 Transf. bay+ Necessary Tie Bays + 1 Bus Reactor 400kV : Complete S/Stn. except 2 Transf. bay 31.03.2015 31.03.2015 & 2 line bays 220kV : 2 Line bays + 1 Transf. bay + BC + BT + Necessary Tie Bays

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Transmission Lines 3 765 kV S/C Mainpuri - G.Noida with Quad 31.03.2015 31.03.2015 Bersimis (270kms) 4 400 kV D/C G.Noida (765kV) - Sikandrabad 31.03.2015 31.03.2015 with Quad Moose (40kms) 5 LILO of 765kV Meerut (PG)-Agra (PG) at 765kV G. Noida with Quad Bersimis (2xSC) 31.03.2015 31.03.2015 (40kms)

LOT-2

Scheduled Sl No. Details of work Target date COD 1 2 3 4 Substations 6 765 kV Hapur S/S (Part 1): 765kV : 2 Line Bay with reactor + 1 BR + 1 Transf. bay + Necessary Tie Bays 400kV : 2 Transf. bays + 6 Line bays + 31.08.2015 31.08.2015 Necessary Tie Bays 220kV : 4 Line bays + 1 Transf. bay + BC + BT + Necessary Tie Bays 7 765 kV Gr.Noida S/S Part 2(A): 765kV : 1 Line Bay + Necessary Tie Bays 400kV : 2 Line Bay + Necessary Tie Bays 31.08.2015 31.08.2015

8 400kV Ataur S/S (Part 1): All works except 1 no. 400/220kV Transf. 31.08.2015 31.08.2015 9 400kV Dasna S/S (Part 1): All works except 1 no. 400/220kV Transf. 31.08.2015 31.08.2015 Transmission Lines 10 765 kV S/C Mainpuri – Hapur with Quad 31.08.2015 31.08.2015 Bersimis (250kms) 11 765 kV S/C G.Noida-Hapur with Quad Bersimis 31.08.2015 31.08.2015 (50kms) 12 400 kV D/C (Quad) Hapur (765kV) - Ataur 31.08.2015 31.08.2015 (Ghaziabad) (65kms) 13 400 kV D/C (Quad)Hapur (765) - Dasna 31.08.2015 31.08.2015 (23kms) 14 LILO of 400kV Muradnagar-Muzaffarnagar at 31.08.2015 31.08.2015 400kV Ataur S/S with Twin Moose (40kms) 15 LILO of 400kV Moradabad-Muradnagar Line at 31.08.2015 31.08.2015 765kV Hapur with Twin Moose (20kms)

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16 400 kV D/C (Quad) Greater Noida (765kV)- 31.08.2015 31.08.2015 Noida( Sector-148) (30kms)

LOT-3

Scheduled Sl No. Details of work Target date COD 1 2 3 4 Substations 17 765 kV Gr.Noida S/S (Part 2B): 31.12.2015 31.08.2016 Balance Works 18 765 kV Hapur S/S (Part 2): Balance Works 31.03.2016 31.08.2016 19 400kV Dasna S/S (Part 2): 31.03.2016 31.08.2016 Balance 1 no. 400/220kV Transf. with bays 20 400kV Ataur S/S (Part 2): 31.12.2015 31.08.2016 Balance 1 no. 400/220kV Transf. with bays 21 400kV Indirapuram S/S 30.04.2016 31.08.2016 22 400kV Nehtaur S/S 31.08.2016 31.08.2016 Transmission Lines 22 400 kV D/C (Quad) Ataur (Ghaziabad)- 30.04.2016 31.08.2016 Indirapuram (25kms) 23 LILO of 400kV SC Rishikesh-Kashipur at 31.08.2016 31.08.2016 400kV Nehtaur S/S with Twin Moose (10kms) Bus Switching-Arrangement: 1) Hapur : One & half breaker with double main bus scheme for 765&400kV side & Double Main & Transfer Scheme for 220kV side 2) Grater Noida : One & half breaker with double main bus scheme for 765&400kV side & Double Main & Transfer Scheme for 220kV side 3) Ataur: Double Main Bus scheme for 400kV , 220kV & 33kV side 4) Sikandarabad : One & half breaker with double main bus scheme for 400kV & Double Main & Transfer Scheme for 220kV side 5) Nehtaur: One & half breaker with double main bus scheme for 400kV & single main & tranfer scheme for 132kV side 6) Dasana :Double Main Bus scheme for 400kV, 220kV & 132kV side 7) Indirapuram : Double Main Bus scheme for 400kV , 220kV & 33kV side

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Date of award of work-31.05.2011 Note 1 :: Other details of works & technical parameters shall be as per RFP document alongwith all the Corrigendum’s/correspondences /clarifications done at RFP stage. 11. The Schedule 3 of the TSA shall stand amended and be restated as below, Schedule : 3 Scheduled COD [Note: As referred to in the definition of “Element”, “Scheduled COD”, and in Articles 3.1.3 (c), 4.1 (b) and 4.3 (a) of this Agreement] Sr. No No Sr. Project Project Target date date Target Name of Name theof declaring the Transmission recoverable on prerequired for for prerequired Element/project Element/project Element/Project Element/Project Scheduled COD Element (s) which are Element (s) which commercial operation commercial operation Scheduled COD of Scheduledtheof COD Percentage of Quoted Percentage of Transmission Charges Transmission Charges (COD) of the respective theof respective (COD) 1 Lot -1 Approval of Sate Govt under section Substations 68 of Electricity Act

400 kV Sikandrabad S/S 2003. 400kV : Complete Sub-Station 31.03.2015 31.03.2015 220kV : Complete Sub-Station Transmission License from Uttar 765 kV Gr.Noida S/S ( Part 1): Pradesh Electricity 765kV : 3 Line Bay with React. + 1 Transf. Regulatory bay+ Necessary Tie Bays+ 1 Bus Reactor Commission 400kV :Complete S/Stn. except 2 Transf. (UPERC) 31.03.2015 31.03.2015 bay & 2 line bays 220kV : 2 Line bays + 1 Transf. bay + BC + Clearance from

BT + Necessary Tie Bays Electrical Inspector.

33.30% Statutory Consents, Transmission Lines Clearances and 765 kV S/C Mainpuri - G.Noida with Quad Permits (way leave, 31.03.2015 31.03.2015 Bersimis (270kms) Environment & forest, civil aviation, 400 kV D/C G.Noida (765kV) - Sikandrabad railway/ road/ river/ 31.03.2015 31.03.2015 with Quad Moose (40kms) canal/ power crossing/ PTCC,etc.) LILO of 765kV Meerut (PG)-Agra (PG) at 765kV G. Noida with Quad Bersimis (2xSC) 31.03.2015 31.03.2015 (40kms) LOT -2 35.74% Substations:

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Sr. No No Sr. Project Project Target date date Target Name of Name theof declaring the Transmission recoverable on prerequired for for prerequired Element/project Element/project Element/Project Element/Project Scheduled COD Element (s) which are Element (s) which commercial operation commercial operation Scheduled COD of Scheduledtheof COD Percentage of Quoted Percentage of Transmission Charges Transmission Charges (COD) of the respective theof respective (COD) 765 kV Hapur S/S (Part 1): 765kV : 2 Line Bay with reactor + 1 BR + 1 Transf. bay + Necessary Tie Bays 400kV : 2 Transf. bays + 6 Line bays + 31.08.2015 31.08.2015 Necessary Tie Bays 220kV : 4 Line bays + 1 Transf. bay + BC + BT + Necessary Tie Bays 765 kV Gr.Noida S/S Part 2(A): 765kV : 1 Line Bay + Necessary Tie Bays 31.08.2015 31.08.2015 400kV : 2 Line Bay + Necessary Tie Bays 400kV Ataur S/S (Part 1): 31.08.2015 31.08.2015 All works except 1 no. 400/220kV Transf. 400kV Dasna S/S (Part 1): 31.08.2015 31.08.2015 All works except 1 no. 400/220kV Transf. Transmission Lines:

765 kV S/C Mainpuri – Hapur with Quad 31.08.2015 31.08.2015 Bersimis (250kms) 765 kV S/C G.Noida -Hapur with Quad 31.08.2015 31.08.2015 Bersimis (50kms) 400 kV D/C (Quad) Hapur (765kV) - Ataur 31.08.2015 31.08.2015 (Ghaziabad) (65kms) 400 kV D/C (Quad)Hapur (765) - Dasna 31.08.2015 31.08.2015 (23kms) LILO of 400kV Muradnagar -Muzaffarnagar at 400kV Ataur S/S with Twin Moose 31.08.2015 31.08.2015 (40kms) LILO of 400kV Moradabad -Muradnagar Line at 765kV Hapur with Twin Moose 31.08.2015 31.08.2015 (20kms) 400 kV D/C (Quad) Greater Noida (765kV) - Noida( Sector-148) (30kms) 31.08.2015 31.08.2015 LOT -3

Sub -Stations : 30.96% 765 kV Gr.Noida S/S (Part 2B): 31.12.2015 31.08.2016 Balance Works 765 kV Hapur S/S (Part 2): 31.03.2016 31.08.2016 Balance Works

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400kV Nehtaur S/S 31.08.2016 31.08.2016 Transmissions Lines

400 kV D/C (Quad) Ataur (Ghaziabad) - 30.04.2016 31.08.2016 Indirapuram (25kms) LILO of 400kV SC Rishikesh -Kashipur at 400kV Nehtaur S/S with Twin Moose 31.08.2016 31.08.2016 (10kms) Bus Switching -Arrangement:

1) Hapur : One & half breaker with double main bus scheme for 765&400kV side & Double Main & Transfer Scheme for 220kV side 2) Grater Noada : One & half breakerwith double main bus scheme for 765&400kV side & Double Main & Transfer Scheme for 220kV side 3) Ataur: Double Main Bus scheme for 400kV , 220kV & 33kV side

4) Sikandarabad : One & half breaker with

double main bus scheme for 400kV & Double Main & Transfer Scheme for 220kV side 5) Nehtaur: One & half breakerwith double main bus scheme for 400kV & single main & tranfer scheme for 132kV side 6)Dasana :Double Main Bus scheme for 400kV, 220kV & 132kV side

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7) Indirapuram : Double Main Bus scheme for 400kV , 220kV & 33kV side

Date of award of work-31.05.2011 Note 1: Other details of works & technical parameters shall be as per RFP document along with all the Corrigendums /correspondences /clarifications done at RFP stage.

12. Table for Proportionate Transmission Charges Payable for each element of project as given in schedule-6 shall stand modified in line with schedule-3 above. All Other contents of schedule-6 shall remain unchanged. 13. Pursuant to Clause 19.17 of the TSA, the Parties shall jointly approach and take all reasonable action as is necessary to obtain the approval of the Uttar Pradesh Electricity Regulatory Commission (“ UPERC ”) of this Agreement.

14. Miscellaneous

(a) This Agreement shall be effective as of the dates first written above when each Party hereto shall have duly signed and delivered to the other Party a copy of this Agreement. (b) Except to the extent specified hereunder, all other terms and conditions of the TSA shall remain unchanged. (c) The principles of construction and interpretation set forth in the TSA shall, to the extent relevant, continue to apply to this Agreement. (d) The amendment to the TSA herein set forth is limited precisely as written and, and on and after the date hereof, whenever the reference to TSA is made between the Parties, this Agreement must be read into and becomes part of the TSA and it shall mean such TSA as amended and supplemented by this Agreement. (e) Capitalized terms, which have been used but not been defined in this Agreement, shall have the meaning ascribed to such terms in TSA.

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IN WITNESS WHEREOF , the Parties have executed this Agreement as on the date first written above,

1. For and on behalf of TSP Name: B. Srinivasa Reddy Designation: Managing Director Address: Western U.P. Power Transmission Company Limited S-3, 2 nd Floor, Aditya Mega Mall, Ghaziabad 201010

1. For and on behalf of Paschimanchal Vidyut Vitran Nigam Ltd. Name: [*] Designation:[*]/ Superintending Engineer (Commercial) Address: Victoria Park, Meerut

2. For and on behalf of Dakshinanchal Vidyut Vitran Nigam Ltd. Name: Designation: Address: Agra-Delhi Bypass Road, Sikandra, Agra

3. For and on behalf of Purvanchal Vidyut Vitran Nigam Ltd. Name: Designation: Address: DLW, Bhikharipur, Varanasi

4. For and on behalf of Madhyanchal Vidyut Vitran Nigam Ltd. Name: Designation: Address: DLW, Bhikharipur, Varanasi

WITNESSES:

2. For and on behalf of the Uttar Pradesh Power Transmission Corporation Limited Name: [*] Designation: [*] Address: 7 th Floor, Shakti Bhawan, 14-Ashok Marg, Lucknow-226001”

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The Supplementary Agreement to TSA provides some additional obligations of TSP due to delay in appearing the COD of the project as envisaged in TSA. Since the TSP and

LTTCs are in agreement to sign the Supplementary Agreement, the Commission approves the supplementary agreement to TSA to be signed between Long Term

Transmission Customers i.e. Paschimanchal Vidyut Vitran Nigam Ltd., Purvanchal

Vidyut Vitran Nigam Ltd., Dakshinanchal Vidyut Vitran Nigam Ltd., Madhyanchal Vidyut

Vitran Nigam Ltd. and Western UP Power Transmission Co. Ltd. The Commission directs that the Supplementary Agreement will be the part of the main TSA and the rights and obligations of both the parties will be governed by the provisions contained in the main TSA read along with the Supplementary Agreement to TSA.

The Commission further directs the following: 1. The lots will be treated Commissioned when all the elements of the Lot are Commissioned. 2. Only for any delay beyond 31 st August 2016 in achieving the COD of all elements included in LOT 1, LOT 2 & LOT 3. The TSP shall pay the liquidated damages as provided in the TSA read along with the Supplementary Agreement to TSA approved by the Commission by means of this present order.

With this the petition is disposed off.

(I. B. Pandey) (Desh Deepak Verma)

Member Chairman

Dated: 22.12.2015

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