«TABLE OF CONTENTS DEFINITION, TECHNICAL GLOSSARY AND ABBREVIATIONS FORWARD-LOOKING STATEMENTS RISK FACTORS SUMMARY SUMMARY OPERATING AND FINANCIAL ...»
A Supplementary Agreement dated February 28, 2003 to the PPA was executed between HPSEB and us to record the approval of financial package at Rs 15,500 million and for payment arrangements. The Himachal Pradesh Electricity Regulatory Commission (“HPERC”), of its own accord, initiated proceedings in respect of this Supplementary Agreement, and observed that the said Supplementary Agreement resulted in substantial changes in main PPA and hence cannot be entered into without the approval of the Commission. In these proceedings, we contended that in terms of the PPA, the tariff payable to us has already been settled and agreed upon. However, the Commission took a view that the cost of the Power Plant is subject to ‘check of prudency’ and ‘due diligence’ on the part of the Commission. Further, the Commission observed that the capital cost of the Power Plant was yet to be approved by CEA and referred to the Commission. Accordingly, the tariff has not yet been determined. Thus, the Commission, vide its Order dated September 6, 2003, declared the Supplementary Agreement to be void and inoperative, and directed the HPSEB and us to explore possibilities of reducing the interest cost through a suitable debt restructuring package within 9 to 12 month’s time period. Thereafter, we were directed to file with the Commission the financial package within 15 days of its approval by CEA for orders of the Commission.
In the meantime, pursuant to the said Order, the Commission is reviewing and monitoring the progress being made by us and the status of our debt restructuring efforts. HPERC in its recent orders has expressed concern over the delay of the approval of the firm financial package by CEA and has directed the Company to make efforts to expedite the same.
Currently, pending the determination of the tariff, the Commission has directed HPSEB to continue to pay to us, the revenue realised from sale of energy from the Power Plant.
Agreement entered into by the Company for Interconnection Facilities
With a view to record the terms and conditions on which JHPL would feed the saleable energy and free energy to be generated from the Power Plant through the transmission lines at the Interconnection Facilities, an Agreement for Interconnection Facilities was entered into on May 8, 2003 ("Interconnection Agreement"). The salient features of
the Interconnection Agreement are as follows:
• SJVNL has agreed to establish the requisite Interconnection Facilities comprising of two incoming bays feeders.
• The cost of the Interconnection Facilities was to be borne by us. As on September 30, 2004, the entire cost of Rs.628.68 million has been paid by the Company to SJVNL in accordance with the decisions of CEA. The bank guarantee for an amount of Rs. 350 million issued by JAL’s bankers i.e., the Oriental Bank of Commerce, received by SJVNL on May 7, 2003 to back the afore said payment now stands reduced to Rs.70 million.
• In order to measure the energy received from the Power Plant, SJVNL agreed to make suitable provision for installation of meters and transformers of requisite accuracy class. All meters are agreed to be calibrated, inspected and sealed jointly on behalf of the parties, and the same shall not be interfered with, except in the presence of other parties for joint testing and calibration and / or replacement and / or any other purposes, for which notice of 7 days will be given by SJVNL so that this is done in the presence of authorised representatives of SJVNL, HPSEB and us. The receipt of the energy from the Power Plant as worked out on the basis of a joint meter reading shall also represent the energy delivered by us to HPSEB at the Jhakri Switchyard.
• Subject to the provisions of the Interconnection Agreement, SJVNL shall operate and maintain the Interconnection Facilities, and if required, effect improvement thereto in accordance with (i) prudent utility practice; (ii) applicable laws and statutory directives; (iii) manuals, instructions and manufacturer's guidelines supplied by the construction contractors, manufacture of equipment/ suppliers, etc.; and (iv) instructions issued by HPSEB for control and monitoring of despatch of energy from the Power Plant in accordance with the operating procedures developed by SJVNL, HPSEB, Powergrid Corporation of India Limited and us.
• We shall pay annual operation and maintenance charges equivalent to 1.5% of the cost of the works, both for exclusive and common facilities, calculated as per the Interconnection Agreement for the period of the first year.
An annual escalation factor of 6% per annum shall be used to revise the operation and maintenance expenses for the subsequent financial years commencing from April each year. The formula of calculation of the escalation is prescribed in the Interconnection Agreement.
• The Interconnection Agreement shall remain operative for a period of 25 years from the date of signing thereof, with an option to mutually extend, renew or replace the term for another 25 years by another agreement on such terms and conditions as the parties may mutually agree to at the relevant time, by giving one year advance intimation by either party to the other party.
Agreement entered into by the Company for the Escrow Account
Pursuant to the Amendment No. 1 dated June 4, 1998 to the PPA, it was agreed that additional security would be provided to us for HPSEB's obligations by opening an Escrow Account with a bank. The opening of such account and the terms and conditions of its operation have been set out in the Escrow Agreement dated February 24, 2004 ("Escrow Agreement") entered into by and between PSEB, Punjab National Bank ("PNB") and us. The Escrow Agreement shall be subject to review, after finalisation of the proposed Supplemental Agreement by Himachal
Pradesh Electricity Regulatory Commission (“HPERC”). The salient features of the Escrow Agreement are as follows:
• HPSEB and us have appointed PNB as the Escrow Agent in respect of the amounts deposited in the escrow account ("Escrow Account") to be opened with the Escrow Agent.
• HPSEB granted its consent to us to pledge /hypothecate the Escrow Account as security in favour of us and our lenders for payment of all sums due to the us by HPSEB.
• HPSEB undertook that all the payments due to the Board from its customers specified in the Escrow Agreement shall be deposited in the Escrow Account. The amount to be so deposited shall aggregate to an amount equal to 125% of the revenue realised by HPSEB corresponding to the sale of 88% of the energy delivered by us to HPSEB at the Interconnection Point.
• HPSEB shall not act in any manner as may adversely affect the inflow of the revenues into the Escrow Account and shall take such steps as necessary to ensure the flow of the specified level of revenues in such account during the validity of the Escrow Agreement.
• HPSEB shall be entitled to withdraw funds from the Escrow Account, provided HPSEB is in compliance with respect to payment of all sums when due to us through the LC or otherwise. In the event of failure by HPSEB to pay us all the amounts due through LC or otherwise or non-renewal of the LC, we, by written notice to the bank holding the Escrow Account, may require such bank not to honour any of the cheques, hundies and requisitions presented to it by HPSEB or any other drawals on the account until after the claim of the Company is first discharged out of the revenues accumulated in the Escrow Account.
• The Escrow Agreement shall remain valid till, the repayment of the debt for the Power Plant or the termination of the PPA whichever is earlier. The Escrow Agreement may also be terminated with mutual consent of the parties.
Agreement entered into by the Company for the Trust And Retention Account
The Trust and Retention Account Agreement (TRA Agreement) was executed on May 18, 2001 among the Company, Lenders and ICICI Bank Limited as Account Bank (Trust and Retention Account Agent). The salient features of the
TRA Agreement are as follows:
• The Company shall establish a Trust and Retention Account (“TRA”) with the designated bank, which will have 19 sub accounts as laid down in the TRA Agreement for conducting transactions of various nature.
• During the construction period entire all the inflows to the Company shall be deposited in the ‘Construction Account’ and withdrawn from there in accordance with the approved ‘ construction budget’.
• On and from the COD all the project proceeds shall be deposited in the ‘Revenue Account’ and withdrawn from there in order of priority laid down in the Agreement. The first priority being the Operation and maintenance followed by insurance expenses, debt payments, debt service reserves, Operation and maintenance reserve, insurance reserve, Tax reserve, Major maintenance reserve, dispute reserve, and distribution holding account.
• After meeting the expenses for the current period, the Company is obligated to maintain reserves as mentioned above equal to the levels prescribed in the Agreement.
• The Account Bank has the obligation to ensure that the transaction in the account is being done in accordance with the provisions of the Agreement.
• The Agreement shall remain valid till the amounts borrowed by the Company remain outstanding.
Incorporation Our promoters (erstwhile JIL, now JAL) and GoHP executed a Memorandum of Understanding dated November 23, 1991, recording GoHP’s acceptance of our promoters proposal to implement the Power Plant and detailing the terms and conditions of its implementation. Subsequently, the Agreement for Implementation dated October 1, 1992 was executed between our promoters and GoHP, whereby our promoters agreed to establish, operate and maintain the Power Plant for an initial period of 40 years from the date of commissioning, extendable for a further period of 20 years.
The Company was incorporated on December 21, 1994 with the object, inter alia, to set up hydro-electric or Thermal power projects and for the supply of general electric power. The Certificate of Commencement of Business was granted on January 9, 1995. Our registered office is at C-16, Lane 1, Sector 1, SDA Housing Colony, New Shimla 171
009. Our Head Office is at ‘JA Annexe’ 54, Basant Lok, Vasant Vihar, New Delhi - 110 057.
Pursuant to the Tripartite Agreement dated October 17, 1995 between the GoHP, our promoters and us, all the assets, liabilities, obligations, privileges and benefits relating to the Baspa II project were transferred and assigned from JAL to the Company on the terms and conditions contained therein. JHPL paid a consideration of Rs.608.30 million to JAL for the transfer of assets of the Power Plant. This was funded through equity participation by JAL in the Company.
History and Key Events
Our Main Objects
The main objects of our Company, as stated in the Memorandum of Association include the following:
1. To set up power projects – hydro-electric or Thermal, and to carry on the business of general electric power supply in any or all of its branches and to construct, lay down, establish, fix and carry out all necessary power stations, cables and wires, lines, accumulators, lamps and works and to generate, accumulate, distribute and supply electricity and to light cities, towns, villages, streets, docks, markets, theatres, buildings, industry or industries and any other places, both public and private.
2. To acquire the right to use or manufacture dynamos, accumulators and all apparatus not known, or that might be developed or invented in future in connection with the generation, transformation, transmission, propagation, radiation, distribution, supply, accumulation and employment or application of electricity or other sources of power/energy and to construct, maintain, carry out, work, buy, sell, let on hire and deal in works, plants, machinery, conveniences and things of all kinds capable of being used in connection with such purposes including cables, wires, lines, stations, exchanges, accumulators, dynamos, motor batteries, switching, regulating, controlling, signaling and medical apparatus, lamps, meters and engines.
3. To carry on the business of electricians and electrical, mechanical engineers, suppliers of electricity or other power /energy for the purpose of light, heat, motive power or otherwise, and manufacturers and dealers of apparatus and things required for or capable of being used in connection with the generation, distribution, supply, accumulation and employment of electricity, galvanism, magnetism or non-conventional, renewable or new energy/power.
Our activities have been carried out in the past, and are being currently carried on, in accordance with the objects of Memorandum of Association.
Changes in Memorandum of Association
Since our incorporation, the following changes have been made to our Memorandum of Association:
Subsidiaries and Joint ventures We have no subsidiaries / joint ventures.
Agreements with our erstwhile shareholder, ICICI Bank Limited I. Share Subscription Agreement dated June 20, 2000 between JHPL and ICICI Bank Limited (ICICI Bank) The Company had entered into the Share Subscription Agreement dated June 20, 2000 (“Share Subscription Agreement”) with ICICI Bank. Under the terms of this agreement, ICICI Bank had agreed to subscribe to 135 million shares of the Company at par of Rs.10 each of the aggregate value of Rs.1,350 million for cash.
II. Shareholders’ and Buy-Back Agreement dated July 10, 2000 was entered into between ICICI Bank and JAL Pursuant to the Shareholders and Buy-Back Agreement dated July 10, 2000 (“Shareholders and Buy-Back Agreement”) entered into between ICICI Bank and Jaiprakash Associates Limited, ICICI Bank had subscribed to 135 million shares of the Company.