«TABLE OF CONTENTS DEFINITION, TECHNICAL GLOSSARY AND ABBREVIATIONS FORWARD-LOOKING STATEMENTS RISK FACTORS SUMMARY SUMMARY OPERATING AND FINANCIAL ...»
The capacity charges shall consist of interest on outstanding loans, depreciation / advance against depreciation and leasing charges in case the company has taken assets on lease. Full capacity charges shall be recoverable if the plant availability level equals or exceeds the normative availability level of 90%. In case the Plant Availability less than 90% the capacity charges shall be reduced on pro-rata basis. The payment on account of depreciation and advance against depreciation during the period when the debt is outstanding as per the Approved Financial Package, will be equal to the amount of principal required to be paid in the relevant tariff period / tariff year subject to maximum of 1/12 of the loan components of the capital cost as per the Approved Financial Package.
Out of the amount so paid, amount worked out @ 4.3% of the capital cost for each full period of 12 months shall be treated as the payment on account of depreciation and the balance as advance against depreciation. After the debt redemption period, the advance against depreciation shall be adjusted against depreciation payable by the HPSEB for the future period at a rate per annum of 4.3% of the capital cost. No further payment on account of depreciation shall be made until the entire amount of advance against depreciation is fully adjusted.
The projections for the annual capacity charges are required to be submitted to HPSEB by us before the beginning of a tariff period / year. The annual capacity charges divided by 12 shall determine monthly capacity charges payable irrespective of generation. However, on a Plant Availability of less than 90% pro-rata deduction is envisaged.
The Primary energy charge shall consist of:
- Operation and maintenance charge at the rate of 1.25% p.a. of the capital cost as per AFP escalated at the rate of 6% (compounded annually) subsequent to the initial tariff year for first ten tariff years and thereafter escalated based on weighted average index of wholesale prices and consumer prices.
- Return on equity at the rate of 16% p.a. of the equity component of the capital cost as per Approved Financial Package
- Interest on working capital at the State Bank of India lending rate as applicable from time to time for the secured loans on the amount of working capital computed in terms of the provisions.
The Primary Energy charges estimated for the tariff period are to be divided by the Design Energy for the period to arrive at a unit rate of energy charges, which will be multiplied by energy generated during a month to ascertain monthly payments.
The charges for the saleable secondary energy for any tariff year shall not exceed 10% return on equity. The per unit rate for saleable Secondary Energy shall be calculated by dividing 10% return on equity with normative saleable secondary energy amounting to 155 MU at the Interconnection Point.
The saleable energy delivered at the Interconnection Point (after excluding Infirm Energy) to the extent net saleable energy shall be treated as saleable energy. Any energy in excess of the same shall be treated as net saleable Secondary Energy during the tariff year / tariff period.
In case the plant availability level in a tariff year, as determined in accordance with the terms of the PPA, exceeds the normative level of 90%, the company shall be entitled to an incentive at the rate of 0.35% of equity component of the capital cost as per the approved financial package for each percent increase in plant availability above 90% normative level during the year when plant availability is more than 90%. The amount of this incentive payable for any tariff year shall not exceed 2% return on equity.
The tax on income will be payable as an expense to the company on submission of a tax bill to the HPSEB at least 40 days prior to the required date of payment of such tax / advance tax. The tax liability payable by the HPSEB shall in no circumstances be more than the income tax actually payable by the company.
The extra rupee liability on account of foreign exchange variation towards interest payment and loan repayment incurred in the relevant year, shall be payable subject to the specified limits as per the firm financial package.
• The Company and HPSEB are required to install one set of meters each named as main meters and check meters respectively at the Interconnection Facilities. On the first day of every month, in the presence of representatives of both, the Company and HPSEB, readings for the supplies at interconnection point shall be taken, which will be jointly signed by both the parties. Based on these readings, we shall raise bills on HPSEB.
• The Company shall prepare a monthly bill in the first week of the month for the previous month and submit to HPSEB with meter reading jointly signed by us and HPSEB. The monthly bill shall include ‘Fixed monthly capacity charges, primary energy charges and secondary energy charges’. The Company is required to submit supplementary bills for reimbursement of income tax along with the monthly bill for the tax paid during previous month. The PPA further prescribes that the company shall submit supplementary bill, indicating the difference of foreign exchange variation on interest on foreign debt and foreign loan repayment on actual basis.
• A jointly reconciled statement is also required to be submitted by us for annual payment / adjustment for capacity charges, energy charges and incentives, on annual basis.
• For payment of the monthly bills for each billing month within seven (7) days from the presentation of the monthly bill, the HPSEB shall be given rebate at the rate of two point five percent (2.5%) of the amount billed and paid.
• To the extent the HPSEB makes payment after 7 days but within thirty (30) days from the presentation of the bill the HPSEB shall be entitled to a discount of one percent (1%) of the amount so billed by us.
• In case of supplementary bills also, we shall allow rebate at the above rates for payments within 7 days and within thirty five (35) days from the presentation of the supplementary bill to the HPSEB.
• The payment of monthly bills shall be made by HPSEB through a confirmed, irrevocable, without recourse to the drawer, revolving LC. The amount of LC shall be for 1.5 times of one month’s billing in respect of (a) capacity charges for one month billing, (b) energy charges for saleable design energy for the month of September at applicable tariff for the year, or for the peak monthly bill on half yearly basis. The LC can be assigned to the Financial Institutions/ Lenders for the purpose of getting financial assistance.
• The payments by HPSEB to us shall be effected through an escrow mechanism for which HPSEB shall open an escrow account with a scheduled bank, to be maintained by the bank as an agent for us, which shall be pledged as security to us and our lenders.
• The payment obligations of HPSEB are further guaranteed by the GoHP, which can be invoked in case HPSEB does not make payment of a undisputed bill within two months after giving a notice of at least 15 days.
• Notwithstanding any dispute as to all or any portion of monthly bill/supplementary bill submitted by us to the HPSEB, the HPSEB shall pay the undisputed amount of the bill by the due date, provided that the amount of the bills is based on joint meter reading and applicable tariff.
• In case of dispute on any of the bills, the HPSEB shall notify us of any disputed amount within 15 days of receipt of bill, and we shall rectify the error /shortcoming or otherwise notify its rejection of the disputes amount, with reasons, within 5 days of the reference by the HPSEB. In case of persistence of a dispute the provisions of the PPA for resolution of disputes shall be applicable. If the resolution of any dispute requires us or the HPSEB to reimburse to HPSEB or the Company, the amount to be reimbursed shall bear interest, for the number of days from the date of payment, by the HPSEB or by us upto the date of reimbursement, at a rate equal to the rate being charged from time to time by State Bank of India for 90 days unsecured loans from the commercial borrowers plus three (3) percent plus interest tax per annum.
• The HPSEB shall have the option exercisable at any time within the period beginning 540 days before and ending 180 days before the expiry date of the Agreement (or before the expiry of extension if any) to purchase the Power Plant on the expiry date of the agreement (or of extension period if any) in accordance with terms of the Agreement, where upon, subject to buy out price provisions, neither party shall have any liability to other party in relation to the project.
• We shall effect and maintain during the construction period as well as during the operation period the insurances as envisaged in the PPA.
• The occurrence of certain events and the failure to undertake certain actions as specified in the PPA either on the part of us or HPSEB would result in us or HPSEB having caused an event of default under the PPA.
• On the occurrence of an event of default a notice has to be given by the non defaulting party asking the defaulting party to remedy the default within a cure period. At the expiry of the cure period and unless the parties shall have otherwise agreed or in the event of default giving rise to the notice of default shall have been remedied, the party having given notice of default may give a termination notice to the other party stating that the Agreement shall stand terminated on the expiry of the notice period if the default is not remedied within that period. The notice period in case of defaults shall be 120 days. The notice period(s) can however be extended with mutual Agreement.
• If at any time after we are entitled to deliver a Company termination notice but have not done so, we shall be entitled to deliver to the HPSEB a notice (a “Company Termination Notice”) informing the HPSEB that an HPSEB event of default has occurred. Our right to deliver to the HPSEB a Company Termination Notice shall not be prejudiced by the delivery of any prior Company Termination Notice or the subsequent sale of Net Electrical Energy.
• If at any time after the HPSEB is entitled to deliver a HPSEB termination notice but has not done so, the HPSEB shall be entitled to deliver to us a notice (a “HPSEB Termination Notice”) informing us that a Company event of default” has occurred. The HPSEB’s right to deliver to us a HPSEB Termination Notice shall not be prejudiced by the delivery of any prior HPSEB Termination Notice or the subsequent purchase of Net Electrical Energy.
• Following the delivery of a Company Termination Notice in respect of the HPSEB Default, we shall have the right to enter into agreements, with the approval of the HPSEB (which permission will not be unreasonably withheld), to sell any portion of the Net Saleable Electrical Energy of the Power Plant (ensuring 12% free power to GoHP /HPSEB) to any third party for as long as the HPSEB default continues. We shall make arrangements with the Power Grid /HPSEB or other utilities to wheel the power to third parties at mutually agreed wheeling charges. In case we do not enforce our right under this clause, provisions for continuing power generation and purchase shall apply.
• Force Majeure shall mean any event or circumstances or combination of events as enlisted below, that wholly or partly prevents or unavoidably delays any party in the performance of its obligations under this agreement. The
following are the events to be considered as events of force majeure:
Non-Political Force Majeure: natural disasters, sabotage activities, epidemics, air crash, shipwrecks, train wrecks or delays in transportation that are not reasonably foreseeable; delay by any concerned party viz.
contractors, power grid for interconnection etc. resulting from a non-political force majeure event.
Political Force Majeure: Acts of war, invasion, blockade, embargo, riot etc; strikes, go-slows etc. that are part of a nationwide or regional strike, the change in any laws in Indian affecting the performance of the parties, etc.
Direct Indian Political Force Majeure Events: With reference to us only, the expropriation, requisition, nationalization or compulsory acquisition by any Government authority resulting in ownership /control of JHPL any other act or default materially and adversely affecting us in implementation of the project.
• Neither party shall be responsible for any delays resulting from any Force Majeure event. During any nonpolitical force-majeure, if we cannot operate the station at declared capacity, HPSEB shall pay to us Capacity Charges at 90% plant availability. If we are not able to operate the station as per the declared capacity during a political force majeure event, HPSEB shall pay to us capacity charges and deemed energy generation charges at 90% plant availability.
• For the purpose of financing the project, we may assign or create security over our rights and interests under or pursuant to the PPA or any other agreement related to the project, our site, our movable property and intellectual property, our revenues or any of our rights or our assets
• Consequent upon termination of the PPA, the HPSEB has a right to purchase the project and /or the Company may require that HPSEB purchase the project, at a price determined in accordance with the buy out provisions.
Supplementary Agreement to PPA and HPERC Order