3.

Definitions

Unless the context requires otherwise, the following terms when used in this Report shall have the meaning as given below:

1956 Act shall mean the Companies Act, 1956, including any rules framed thereunder, as amended from time to time;

2013 Act shall mean the Companies Act, 2013, including any rules framed thereunder, as amended from time to time;

AGM shall mean annual general meeting;

AoA shall mean articles of association of the Company;

BOCW Act shall mean the Building and Other Construction Workers (Regulation of Employment & Conditions of Service) Act, 1996;

CLRA shall mean the Contract Labour (Regulation and Abolition) Act, 1970;

CoI shall mean certificate of incorporation of the Company;

Commencement Date shall mean the date on which Vikram Proener was required to commence the performance of its obligations under the EPC
Agreement;

Company shall have the meaning ascribed to it in Paragraph 1.2, Section A;

Contract Year shall mean the period beginning from the effective date of the PPA and ending immediately succeeding March 31 and thereafter each
period of 12 (Twelve) months beginning on April 1 and ending on March 31 provided that in the financial year in which the scheduled commissioning
date would occur, the contract year shall end on the date immediately before the scheduled commissioning date and a new contract year shall commence
once again from the scheduled commissioning date and end on the immediately succeeding March 31, and thereafter each period of 12 (Twelve) months
beginning on April 1 and ending on March 31;

Corporate Guarantee shall mean the corporate guarantee issued by Vikram Solar;
CST Act shall mean the Central Sales Tax Act, 1956;

DD Information shall mean the documents and information provided to HSA by the DD Representative, and as uploaded on a virtual data room;

DD Representative shall mean Mr. Venkat;

Deed of Accession shall mean the deed of accession dated November 27, 2015 executed by L&T Debt;

Deed of Assignment shall mean the deed of assignment dated June 8, 2015 executed between the Company, L&T Infra, GDA and TataCT;

Deed of Confirmation shall mean the deed of confirmation dated November 27, 2015 executed by Kotak, as account bank;

Deed of Hypothecation shall mean the deed of hypothecation dated November 25, 2014 executed by the Company in favour of GDA;

Defects Liability Period shall mean the defects liability period of 12 (Twelve) months from the taking over date under the EPC Agreement;

DISCOM shall mean distribution company licensed to operate under the Electricity Act;

EGM shall mean extra-ordinary meeting;

Electricity Act shall mean Electricity Act, 2003;

Electricity Rules shall mean Electricity Rules, 1956;

EPC Agreement shall mean the engineering, procurement and construction agreement dated May 25, 2012 for the 10 MW solar photovoltaic plant
at Jodhpur, Rajasthan as amended;

EPC Agreement Price shall mean the total price of INR 39,20,00,000 (Rupees Thirty Nine Crores Twenty Lakh) under the EPC Agreement;

Facility Agreement shall mean the facility agreement dated November 25, 2014 executed between the Company and L&T Infra, granting the Facility;
Facility Amendment Agreement shall mean the facility amendment agreement dated June 7, 2016 executed between the Company, L&T Infra,
TataCT, L&T Debt and GDA;

Facility shall mean the loan facility from L&T Infra, aggregating up to INR 81,00,00,000 (Rupees Eighty One Crore);

Factories Act shall mean the Factories Act, 1948;

FY shall mean financial year;

GDA shall mean GDA Trusteeship Limited;

GOI shall mean Government of India;

HDFC shall mean HDFC Bank Limited;

INR shall mean Rupees i.e. the lawful currency of the Union of India;

Interim Corporate Guarantee shall mean the interim corporate guarantee issued by Vikram Solar;

ISMW Act shall mean the Inter-State Migrant Workmen (Regulation of Employment & Conditions of Service) Act, 1979;

JNNSM shall mean the Jawaharlal Nehru National Solar Mission;

Kotak shall mean Kotak Mahindra Bank;

L&T Debt shall mean L&T Infra Debt Fund Limited;

L&T Infra shall mean L&T Infrastructure Finance Company Limited;

LoI shall have the meaning ascribed to it in Paragraph 2.2.1, Section B;

MCA shall mean the Ministry of Corporate Affairs;

Memorandum of Entry shall mean the memorandum of entry dated June 8, 2015 issued by Mr. Krishna Kumar Maskara, the authorized signatory
of the Company;

MNRE shall mean the Ministry of New and Renewable Energy;

MoA shall mean memorandum of association of the Company;

MOU shall mean memorandum of understanding;

MW shall mean mega-watt;

NOC shall mean no objection certificate;

Novation Agreement shall mean the novation agreement dated November 27, 2015 executed between L&T Infra and L&T Debt;

NVVN shall mean NTPC Vidyut Vyapar Nigam Limited

O&M shall mean operation and maintenance;

O&M Agreement shall mean the operation and maintenance agreement dated April 1, 2013 for the operation and maintenance of the Project;

O&M Amendment shall mean the amendment to the O&M Agreement dated October 13, 2014;

Operating Fee shall mean the monthly fee payable under the O&M Agreement;

Performance Ratio shall mean the average annual performance ratio guaranteed by VP Utilities under the O&M Agreement;

Personal Guarantee No.1 shall mean the personal guarantee dated November 26, 2014 issued by Mr. Gyanesh Chaudhary;

Personal Guarantee No.2 shall mean the undated but executed copy of personal guarantee issued by Mr. Anil Chaudhary;
Personal Guarantee No.3 shall mean the undated but executed copy of personal guarantee issued by Mr. Hari Krishna Chaudhary;

PNB shall mean Punjab National Bank;

PPA shall mean the power purchase agreement dated January 27, 2012 executed between the Company and NVVN in relation to setting up and
operation of the Project and sale of the power generated from the Project by the Company to NVVN;

Project shall have the meaning ascribed to it in Paragraph 1.2, Section A;

P&S Agreement shall mean the purchase and sale agreement dated May 2, 2012 for the purchase of solar photovoltaic modules;

Report shall mean this legal due diligence report;

Requisition List shall mean the requisition list dated June 23, 2016, circulated by HSA;

RfP shall have the meaning ascribed to it in Paragraph 2.2.1, Section B;

RfS shall have the meaning ascribed to it in Paragraph 2.1.2, Section B;

RoC shall mean the Registrar of Companies;

RREC shall mean the Rajasthan Renewable Energy Corporation Limited;

RRVPNL shall mean the Rajasthan Rajya Vidyut Prasaran Nigam Limited;

RSPCB shall mean the Rajasthan State Pollution Control Board;

Security Trustee Agreement shall mean the security trustee agreement between the Company, L&T Infra and GDA;

Seller shall mean Vikram Solar Private Limited and other shareholders of the Company;

SLDC shall mean state load dispatch centre;

Substitution Agreement shall mean the undated but executed copy of substitution agreement between the Company, L&T Infra and GDA.

TataCT shall mean Tata Cleantech Capital Limited;

TRA Agreement shall mean the trust and retention account agreement dated December 2, 2014 between the Company, Kotak, L&T Infra and GDA;

Unattested Deed of Pledge shall mean the unattested deed of pledge dated November 26, 2014 executed by Vikram Solar, Mr. Gyanesh Chaudhary,
Mr. Anil Chaudhary and Mr. Hari Krishna Chaudhary in favour of GDA;

Vikram Solar shall mean Vikram Solar Private Limited;

Vikram Proener shall mean Vikram Proener Projects Private Limited; and

VP Utilities shall mean VP Utilities & Services Private Limited.

 SECTION B

LEGAL DUE DILIGENCE REPORT

1. CORPORATE OWNERSHIP

1.1 Incorporation

The Company was incorporated on February 25, 2008, as a private limited company under the 1956 Act, in the name and style of Lexicon Vanijya
Private Limited having corporate identification number U74900WB2008PTC123044. We have not been provided with a copy of the MoA and AoA
of the Company.

The registered office of the Company was initially situated at Rakesh Print House, Aswini Nagar, Kathpole, Purbasa, Amarabati, Baguihati,
Kolkata,West Bengal- 7000589. The registered office of the Company was subsequently shifted to 1, Old Court House, Corner Tobacco House, Kolkata,
West Bengal- 700001 with effect from April 1, 2008. Based on our independent RoC search, we understand that the Company has filed the necessary
statutory form for shifting of its registered office.

1.2 MoA

The amended main objects of the Company, as set out in the MoA which is available in the MCA records and as approved in the EGM held on November
4, 2011, are to engage in the business of generation, accumulation, distribution and supply of and to deal in electricity, all form of energy, including,
without limitation to conventional sources such as heat, thermal, hydel and/or from non conventional sources such as tidal wave, wind, solar, geothermal,
biological, biogas, coal bed methane, photovoltaic cell, solar cell, solar wafer, solar module, poly silicon, silicon ingot, power system, solar thin film,
semi conductor chip, batteries and to establish, operate and maintain generating stations, accumulation, tie lines, sub stations, workshops, transmission
lines and to lay down cables, wires and to manufacture, deal in let on hire, install, repair and maintain plant, machinery, equipment, appliances,
components and apparatus o any nature whatsoever used in connection with generation, storage, supply, distributors, application of energy and to
acquire in any ,manner or representative of any person engaged in the planning, development, generation, transmission, distribution, supply, trading or
financing of power and to investment, research, design and prepare feasibility, appraisal or project reports and to build and execute infrastructure
projects for transmission, distribution, supply, purchase, sale, trading, import, export, storage and accumulation of all forms of energy including steams,
fuels, ash, conversion of ash into bricks. Accordingly, the current activities of the Company in relation to the Project are in accordance with the main
objects of its MoA.
 Initial Subscribers

The initial subscribers to the MoA of the Company were Mr. Malay Kr. Das and Mr. Bhadreshwar Pal who subscribed to 9,900 (Nine Thousand Nine
Hundred) and 100 (One Hundred) equity shares of the Company, respectively.

1.3 AoA

The AoA of the Company is as per the provisions of Table A prescribed in the First Schedule to the 1956 Act. The first directors of the Company
were:

(i) Mr. Lakshmi Narayan Das;

(ii) Mr. Bhadreshwar Pal

1.4 Board of Directors

As per DD Information provided to us, we understand that the following persons are the existing directors:

Sr. No. Name of Directors Address Designation Date of Appointment

1. Mr. Gyanesh 6B, Shree Ram Garden 15, Belvedre Road, Kolkata, Director August 30, 2011
Chaudhury West Bengal- 700027

2. Mr. Krishna Kumar Radha Niket 134, G.T. Road, Howrah, West Director May 20, 2013
Maskara Bengal- 711102

Based on our independent RoC search, we understand that the Company has filed necessary forms with RoC regarding the appointment of aforesaid
directors. We understand that the aforesaid directors are non-executive directors and are not drawing salaries from the Company.

1.5 Share capital

Based on our independent RoC search, we understand that as on date the authorised share capital of the Company is INR 3,70,00,000 (Rupees Three
Crore Seventy Lakhs) divided into 37,00,000 (Thirty Seven Lakhs) equity shares of face value of INR 10 (Rupees Ten) each.
 The authorised share capital of the Company has been increased in the following manner:

(i) From INR 2,00,000 (Rupees Two Lakh) to INR 5,00,000 (Rupees Five Lakhs) on March 3, 2009;
(ii) From INR 5,00,000 (Rupees Five Lakhs) to INR 3,50,00,000 (Rupees Three Crore Fifty Lakhs) on January 5, 2012;
(iii) From INR 3,50,00,000 (Rupees Three Crore Fifty Lakhs) to INR 3,70,00,000 (Rupees Three Crore Seventy Lakhs) on September 4, 2012.

Based on our independent RoC search, we understand that the Company has filed necessary forms with RoC for increasing the authorised share capital.

As on date, the issued, subscribed and paid up share capital of the Company is INR 3,52,40,000 (Rupees Three Crore Fifty-Two Lakhs Forty Thousand)
and is divided into 35,24,000 (Thirty Five Lakhs Twenty Four Thousand) equity shares of INR 10 (Rupees Ten) each.

1.6 Shareholding

Through the independent RoC search, we understand that as on date the shareholding pattern of the Company is as follows:

Sr. No. Shareholder No. of Shares Shareholding Percentage

1. Hari Krishna Chaudhury 27,900 0.00%
2. Anil Harikrishnan Chaudhury 52,900 1.50%
3. Gyanesh Chaudhury 2,900 0.79%
4. Vikram Solar Private Limited 34,40,300 97.62%
Total 35,24,000 100%

The Company has allotted the following equity shares on a private placement basis:

(i) On March 31, 2009, Mateshwari Financial Consultancy (P) Limited and Genius Financial Advisory (P) Limited were allotted 10,000 (Ten
Thousand) equity shares each;
(ii) On March 31, 2010, Twister Enclave Private Limited was allotted 10,000 (Ten Thousand) equity shares;
(iii) On January 18, 2012, 25,000 (Twenty Five Thousand) equity shares to Hari Krishna Chaudhary Industrialist, 50,000 (Fifty Thousand) equity shares
to Anil Chaudhary Industrialist and 29,25,000 (Twenty Nine Lakhs Twenty Five Thousand) equity shares to Vikram Solar;
(iv) On February 26, 2013, Vikram Solar was allotted 4,84,000 (Four Lakhs Eighty Four Thousand) equity shares.
 The Company has filed the returns of allotment with RoC in relation to the aforementioned allotments. All the shares allotted by the Company are ordinary
equity shares carrying equal voting rights. We have been informed by the DD Representative that these allotments were made on a preferential basis
and no agreement has been executed between the Company and the above-mentioned parties for subscription of shares of the Company.

From the directors report filed by the Company for FY 2014-2015, we understand that the shares of the Company are in dematerialized format. We
have not been provided with depository statements. While we understand that shares are in dematerialized form and have been surrendered to the
depository, the Company is required to pay the applicable stamp duty. As per the usual practice, the Sub-registrar scrutinizes the document and
calculates the payable stamp duty. We have not been provided with any proof of payment of stamp duty on the issuance of shares.

We understand that, at the time of incorporation and subsequently, the Company has issued share certificates in physical format before
dematerialization of the shares. As we have not been provided with the copy of share certificates, we cannot confirm if adequate stamp duty was
paid on the issuance of the share certificates by the Company.

As a condition precedent to the closing of the Transaction, the Company should pay stamp duty for all the shares issued by the Company till date.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Seller, and indemnities from the
Seller are required to be obtained for any liability that may be incurred by the Company on account of inadequate payment of stamp duties or taxes,
occurring prior to the closing of the proposed Transaction.

1.7 Investments by the Company

Upon review of the copy of balance sheet of the Company as on March 31, 2016 provided to us, we understand that the Company has been allotted
1,62,500 (One Lakh Sixty Two Thousand Five Hundred) fully convertible debentures fully convertible debentures of INR 1000 (Rupees One Thousand)
each of Vikram Power Ventures Private Limited. We have not been provided with any documents in relation to the investment made by the Company
in Vikram Power Ventures Private Limited and accordingly we cannot confirm the terms and conditions as per which the debentures were issued
to the Company. We have requisitioned for the documents in relation to the aforementioned investment by the Company in our Requisition List.

1.8 Meetings

We have not been provided with the minutes of meetings of the board held by the Company since its incorporation. We have requisitioned for the
minutes of meetings of the board held by the Company in our Requisition List.
 In terms with Section 193 of the 1956 Act, every company is to cause minutes of all proceedings of every meeting of the board and shareholders to be
kept by making, within 30 (Thirty) days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their
pages consecutively numbered. Further, in terms with Section 118 of the 2013 Act, every company is to cause minutes of all proceedings of every
meeting of the board and shareholders and of every committee of the board are to be kept by making within 30 (Thirty) days of the conclusion of every
such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered. As per Section 120 of the 2013 Act,
any document, record, register, minutes, etc., which is required to be kept by a company may be kept in electronic form.

Failure to maintain the minutes as per the provisions of Section 193 of the 1956 Act or Section 118 of the 2013 Act shall entail a penalty on the
Company which may extend to INR 25,000 (Rupees Twenty Five Thousand) and in respect of the officer in default may extend to INR 5000 (Rupees
Five Thousand).

Further, we have not been provided with copies of notices sent for convening the board meetings. We have been informed by the DD Representative
that no notices have been issued for convening of board meeting.

As per Section 173(3) of the Companies Act, 2013, board meeting is required to be called by not less than 7 (Seven) days notice in writing to every
director. Any failure to comply with the provision shall entail penalty for each officer-in-charge.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers are required to be obtained for any liability that may be incurred by the Company on account of breach of the provisions of the 1956 Act
and/or 2013 Act, as maybe applicable, in relation to maintenance of minutes, occurring prior to the closing of the proposed Transaction.

1.9 Statutory registers

We have not been provided with any statutory registers required to be maintained under 1956 Act and/or 2013 Act. We have requisitioned for the
statutory registers required to be maintained by the Company in our Requisition List.

As per Section 88 of the 2013 Act and the rules thereunder, we understand that the Company needs to maintain the aforementioned registers at its
registered office. However, as the same has not been provided to us, the company and every officer of the company who is in default shall be
punishable with fine which shall not be less than INR 50,000 (Rupees Fifty Thousand), but which may extend to INR. 3,00,000 (Rupees Three
Lakh) and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day, after the first during
which the failure continues.
 As a condition precedent to the closing of the Transaction, the statutory registers should be completed and maintained as per the 1956 Act and/or
2013 Act.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers are required to be obtained for any liability that may be incurred by the Company on account of breach of the provisions of the 1956 Act
and/or 2013 Act, as maybe applicable, in relation to any statutory filings and maintenance of statutory registers, that were statutorily required to be
filed prior to the closing of the Transaction.

1.10 Transfer of Companys shares

Based on the current shareholding of the Company, we understand that Mr. Malay Kr. Das and Mr. Bhadreshwar Pal who subscribed to 9,900 (Nine
Thousand Nine Hundred) and 100 (One Hundred) equity shares of the Company transferred the shares held by them. We further understand that the
parties, which were allotted shares of the Company and which have been listed in paragraph 1.6 above have transferred the shares held by them to the
existing shareholders of the Company. However, we have not been provided with the copy of share transfer deed in Form 7B under 1956 Act or
Form SH-4 under 2013 Act in relation to the above-mentioned transfers of equity shares of the Company.

We cannot confirm whether adequate stamp duty was paid for the share transfer deeds.

When proper stamp duty is not paid on the instrument at that time certain penalty is imposed by the collector. This penalty may be of the payment
of the insufficient stamp duty and fine of INR 500 (Rupees Five Hundred) or the collector may take the fine up to 10 (Ten) times of the insufficient
stamp duty.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers are required to be obtained for any liability that may be incurred by the Company on account of inadequate payment of stamp duties or
taxes, occurring prior to the closing of the proposed Transaction.

1.11 Statutory filings

As per our independent RoC search, we understand that the Company has made statutory filings in accordance with 1956 Act and/or 2013 Act. For
details relating to the statutory filings made by the Company under 1956 Act and/or 2013 Act, please refer to Annexure-I of this Report.
We have not been provided with copies of Form DIR 8 and Form MBP-1 submitted by the directors with the Company in accordance with the
provisions of the 2013 Act. As per Section 184 of the 2013 Act read with Rule 9 of the Companies (Meeting of Board and its Powers) Rules, 2014,
every director of the company is required to disclose at the first meeting of the Board of Directors of each financial year his/her concern or interest
in any company, firm, or association of individuals by giving a notice writing in Form MBP-1. As per the Companies (Meeting of Board and its
Power) Rules, 2014, all such notices are required to be kept at the registered office and preserved for a period of 8 (Eight) years from the end of
financial year to which it relates. Further, as per the said rules, the notices are required to be kept in the custody of the company secretary of the
company or any other person authorized by the Board.

As per Section 184(4) of the 2013 Act, every director contravening the provisions of Section 184 of the 2013 Act shall be punishable with
imprisonment for a term which may extend to 1 (One) year or fine which shall not be less than INR 50,000 (Rupees Fifty Thousand) but may extend
to INR 1,00,000 (Rupees One Lakh), or with both.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers are required to be obtained for any liability that may be incurred by the Company on account of breach of the provisions of the 1956 Act
and 2013 Act, as maybe applicable, in relation to disclosure of interest by a director of the Company, occurring prior to closing of the proposed
Transaction.

Further, the Company has not filed Form MGT-14 for the matters stipulated under Section 117 of the 2013 Act such as:

- Approval of the audited accounts;

- Approval for availing credit facility;

As per Section 117(2) of the 2013 Act, if a company fails to file Form MGT-14 for the resolutions or agreements specified under Section 117(1)
within the stipulated period, the company shall be punishable with the prescribed fine and every officer of the company who is in default shall be
punishable with the prescribed fine. As a condition precedent to the closing of the Transaction, the Company to file Form MGT-14 along with
payment of late fee. It may be noted that Section 403 of the 2013 Act provides that, Form MGT-14 should be filed within a period of 270 (Two
Hundred and Seventy) days from the date by which it should have been submitted. If the period of 270 (Two Hundred and Seventy) days has expired
then the Company will have to go for compounding the offence of non-filing of Form MGT-14.

We have not been provided with disclosures required to be made by directors of the Company in Form 24AA and declaration for disqualification
under Section 274 (1) (g) of the 1956 Act in Form DDA.
 As part of the Transaction documents, appropriate representations and warranties from the Company and the Seller, and indemnities from the
Seller are required to be obtained for any liability that may be incurred by the Company on account of breach of the provisions of the 1956 Act
and/or 2013 Act, as may be applicable, in relation to statutory filings to be made with the RoC, occurring prior to the closing of the proposed
Transaction.

1.12 Related party transactions

Based on the DD Information provided to us, we understand that the Company entered into various related party transactions, as detailed below:

(i) Transaction with Vikram Solar for purchase of capital asset involving a sum of INR 11,34,59,000 (Rupees Eleven Crore Thirty Four Lakhs
Fifty Nine Thousand);
(ii) Transaction with Vikram Solar for payment of interest of INR 9,000 (Rupees Nine Thousand)
(iii) Transaction with Vikram Solar for loans and advances of INR 1,37,54,000 (Rupees One Crore Thirty Seven Lakhs Fifty Four Thousand) and
loans of INR 2,36,54,000 (Rupees Two Crore Thirty Six Lakhs Fifty Four Thousands) repaid;
(iv) Transaction with Vikram Solar GmBh, VP Utilities, Vikram Power Ventures, Sungold Energy Private Limited and Star Solar Power Private
Limited for operation and management expenses of INR 82,58,00,000 (Rupees Eighty Two Crore Fifty Eighty Lakhs);
(v) Transaction with Vikram Solar for creditor for capital goods of INR 54,00,000 (Rupees Fifty Four Lakhs) repaid;
(vi) Transaction with Vikram Solar GmBh, VP Utilities, Vikram Power Ventures, Sungold Energy Private Limited and Star Solar Power Private
Limited for creditor for expenses of INR 39,11,000 (Rupees Thirty Nine Crore Eleven Thousand);
(vii) Transaction with Vikram Solar GmBh, VP Utilities, Vikram Power Ventures, Sungold Energy Private Limited and Star Solar Power Private
Limited for investments of INR 16,25,00,000 (Rupees Sixteen Crore Twenty Five Lakhs);
(viii) O&M Agreement with VP Utilities; and
(ix) EPC Agreement with Vikram Proener.

As per Section 297 of the 1956 Act, the consent of the board of directors of a company is required for contracts entered into by the company for
sale, purchase or supply of any goods, materials or services, with any a director of the company or his relative, a firm in which such a director or
relative is a partner, any other partner in such a firm, or a private company of which the director is a member or director.

We have not been provided with any resolution passed by the board of directors for approval of the operation and management entered into by the
Company with related party. Therefore, we cannot confirm whether the aforesaid related party transaction was approved in the board meeting as
required under Section 297 of the 1956 Act.
 As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers are required to be obtained for any liability that may be incurred by the Company on account of breach of the provisions of the 1956 Act
and the 2013 Act, as the case maybe, occurring prior to closing of the proposed Transaction.

1.13 Appointment of auditor

M/s. Rustagi & Co., Chartered Accountants has been appointed as the statutory auditor of the Company for the period from April 1, 2014 to March 30,
2019. Based on an independent RoC search, we understand that the Company has filed Form ADT-1 in relation to appointment M/s. Rustagi & Co,
Chartered Accountants as its statutory auditor.

As per Section 139 of 2013 Act, the Company was required to inform the auditor of its appointment within 15 (Fifteen) days of the meeting in which
the auditor is appointed. We have not been provided with the intimation sent by the Company to the Auditor.

1.14 Other Compliances

The Company has not accepted deposits from the public.

2. PROJECT OVERVIEW

Based on the DD Information provided to us, we understand that pursuant to the tender being floated by NVVN, the designated nodal agency for
procurement of solar power under JNNSM and the Company meeting the eligibility requirements, the Company was awarded the Project by NVVN,
 under Phase I, Batch II of the JNNSM. Subsequently, the Company, signed a PPA dated January 27, 2012 with NVVN, for the setting up and operation
of the Project in the State of Rajasthan. As per the terms of the PPA, NVVN would purchase solar power from the Company as an intermediary seller
and sell it to the DISCOM in accordance with the guidelines issued by MNRE and the power sale agreement executed between NVVN and the DISCOM.

As per Article 5.1.5 of the PPA, the Company was under an obligation to commission the Project within 13 (Thirteen) months from the effective date
of the PPA and the scheduled commissioning date of the Project was February 26, 2013. However, from the commissioning certificate dated May 7,
2013 issued by the RREC, we understand that the Company had successfully commissioned only 5MW capacity on the scheduled commissioning date
i.e. February 26, 2013 and the balance 5MW capacity was commissioned on March 1, 2013. Based on the DD Information provided to us, we
understand that the issue of the delayed commissioning of the 5MW capacity of the Project is being adjudicated upon by an arbitral tribunal. For
details, please refer to Chapter 9 (Litigation) of this Report.

2.1 Jawaharlal Nehru National Solar Mission

2.1.1 The GOI launched the JNNSM on January 11, 2010 to promote ecologically sustainable growth and to establish India as a global leader in solar energy,
by creating the policy conditions for its diffusion across the country. The JNNSM has set a target of 20,000 MW and stipulates implementation and
achievement of the target in 3 (Three) phases (first phase up to 2012-13, second phase from 2013 to 2017 and the third phase from 2017 to 2022) for
various components, including grid connected solar power.

2.1.2 Under Batch II of Phase I of the JNNSM, NVVN had been designated as the nodal agency for procurement of solar power and for carrying out the
bidding process. On August 24, 2011, NVVN invited Request for Selection (RfS) from interested developers to develop 350 MW solar photovoltaic
projects with a capacity in multiple of 5 MW, minimum capacity 5 MW and maximum capacity 20 MW for each project. The total capacity for each
bidder was limited to 50 MW. The JNNSM provides for various tax exemptions, capital subsidies and incentives for several components and sub-
components of solar energy value chain. JNNSM promotes the assembly of solar modules after import of cells, which is free from import taxes.

2.1.3 Pursuant to the Company meeting the requirements including but not limited to the technical criteria, financial criteria as detailed in the RfS, the
Company was selected by NVVN for development of the Project, generation and sale of solar power under the JNNSM.

2.2 Project Allotment

2.2.1 Based on the DD Information provided to us, we understand that the Company was declared as the successful bidder for the Project pursuant to tender
floated by NVVN. Subsequently, NVVN issued a Letter of Intent (LoI) bearing reference number NVVN/C&M/JNNSM/Batch II/LOI/PV-557 dated
December 28, 2011 communicating the acceptance of the Companys Request for Proposal (RfP) for the Project and confirming NVVNs intent to
purchase the power from the proposed Project based on the terms and conditions as stated in the LoI. The key terms of the LoI are as follows:

(i) The tariff for the power generated from the Project for the entire period of 25 (Twenty Five) years of the PPA to be entered into between the
Company and NVVN shall be INR 8.69 per k/Wh (Rupees Eight and Sixty Nine Paise) after a discount of INR 6.70 per k/Wh (Rupees Six and
Seventy Paise) offered by the Company.

(ii) The acceptance of the Project is subject to the guidelines/elaborations/clarifications issued by MNRE.

(iii) The Company was required to submit the following documents:

(a) A copy of the CoI of the Company;
(b) The details of promoters and their shareholding in the Company, duly certified by the company secretary as at January 20, 2012;
(c) A copy of the main object clause of the MoA of the Company;
(d) Audited balance sheet of the Company as at January 20, 2012;
(e) Bank statement starting from the day of incorporation of the Company (if incorporated within a period of 6 (Six) months prior to the
submission of RfS application) or starting from the date 6 (Six) months prior to the submission of the RfS application;
(f) Copy of the documents submitted with the RoC which became due for filing during the period;
(g) Performance bank guarantees as per the provisions of RfS document. The total value of the performance bank guarantees shall be split
into 3 (Three) performance bank guarantees as detailed below:

NVVN allotted Capacity (MW) Total value of PBG-I (20% PBG-II (40% PBG-III (40%
project Sr. No. PBG (in lakhs) value to be value to be value to be
provided in provided in provided in
lakhs) lakhs) lakhs)
54 10 2772.7 554.54 1109.08 1109.08

The performance bank guarantees are required to be valid for a period of 16 (Sixteen) months from the effective date of the PPA. Further,
the PPA shall be signed only upon the receipt of the total performance bank guarantees of requisite value.

(iv) The Company was required to sign the PPA (as per the format given along with RfS) within 30 (Thirty) days of issue of the LoI.
 (v) The Company was required to report financial closure within 210 (Two Hundred Ten) days from the effective date of the PPA.

(vi) The Company was required to sign the PPA on or before January 27, 2012.

(vii) All disputes arising out of and/or in connection with the selection of the Project under the JNNSM Phase I, Batch II and execution of the PPA
shall be governed by the laws of India and shall be subject to the Jurisdiction of courts of Delhi.

We have not been provided with a copy of the documents required to be submitted by the Company in accordance with the terms of the LoI.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers to be obtained for any liability that may be incurred by the Company on account of breach of the terms of the LoI.

2.2.2 We have been provided with a copy of the PPA dated January 27, 2012, executed between the Company and NVVN, pursuant to the terms of the LoI
dated December 28, 2011 issued by NVVN, for setting up and operation of the Project and selling the power generated from the Project to NVVN

2.2.3 Based on the DD Information provided to us, we understand that the Company has acquired 121 (One Hundred and Twenty One) bighas of agricultural
land, which was converted to non-agricultural land located at Village Manchitiya, Tehsil Falodi, District Jodhpur, Rajasthan for setting up and
development of the Project. We have been provided with a copy of the land documents executed by the Company in relation to the land acquired for
the Project, which are in the vernacular language. We have been informed by the DD Representative that the translated copies of the land documents
are not available and accordingly, we are in the process of obtaining a translated copy of the land documents. For details pertaining to the land
acquired by the Company, kindly refer to Chapter 4 (Assets) of this Report.

2.3 Project Documents

2.3.1 PPA with NVVN in relation to the Project

We have been provided with a copy of the PPA dated January 27, 2012, executed between the Company and NVVN, pursuant to the terms of the LoI
dated December 28, 2011 issued by NVVN, for setting up and operation of the Project and selling the power generated from the Project to NVVN. The
PPA is valid for a period of 25 (Twenty Five) years from the COD of the Project. The scheduled COD of the Project was required to be achieved by
the Company within 13 (Thirteen) months from the execution date of the PPA, i.e. February 26, 2013. However, from the commissioning certificate
dated May 7, 2013 issued by the RREC, we understand that the Company had successfully commissioned only 5MW capacity on the scheduled
commissioning date i.e. February 26, 2013 and the balance 5MW capacity was commissioned on March 1, 2013.
As per the terms of the PPA the Project was located at Village That, in Jaisalmer, Rajasthan by NVVN. However, pursuant to amendment no. 1 to the
PPA on September 7, 2012, the location of the Project was changed to Village Manchitiya, District Jodhpur, Rajasthan.

The key terms of the PPA are as follows:

(i) Commercial Operation Date: The Company is responsible for achieving commercial operation date within a period of 13 (Thirteen) months
from the effective date of the PPA. However, from the commissioning certificate dated May 7, 2013 issued by the RREC, we understand that
the Company had successfully commissioned only 5MW capacity on the scheduled commissioning date i.e. February 26, 2013 and the balance
5MW capacity was commissioned on March 1, 2013. Based on the DD Information provided to us, we understand that the issue of the
delayed commissioning of the 5MW capacity of the Project is being adjudicated upon by an arbitral tribunal. For details, please refer to
Chapter 9 (Litigation) of this Report.

(ii) Shareholding Restriction: As per Clause 2.10 of the guidelines for selection of new grid connected solar photovoltaic power projects under
Batch II of the JNNSM issued by MNRE, the controlling shareholding (controlling shareholding shall mean more than 50% of the voting rights)
in the company developing the project has to be maintained for a period of 1 (One) year after commencement of supply of power. Thereafter,
any change can be undertaken under intimation to NVVN. Article 4.1.1 (f) of the PPA also requires the Company to maintain its controlling
shareholding prevalent at the time of signing of PPA up to a period of 1 (One) year for Batch II projects after COD.

Based on the DD Information, we understand that the Company had successfully commissioned only 5MW capacity on the scheduled
commissioning date i.e. February 26, 2013 and the balance 5MW capacity was commissioned on March 1, 2013. Accordingly, the
shareholding restriction period under the PPA has expired.

However, as a condition precedent to the closing of the proposed Transaction, the Company to intimate NVVN of the proposed change in
shareholding of the Company, in accordance with the terms of the guidelines for selection of new grid connected solar photovoltaic power
projects under Batch II of the JNNSM issued by MNRE.

(iii) Consents, permits and clearances: The Company is required to obtain all necessary consents, clearances and permits in relation to the supply
of power from the Project to NVVN and maintain all consents, clearances and permits in full force and effect during the term of the PPA. For
details, please refer to Chapter 7 (Permits, Licenses and Consents) of this Report.

As a condition precedent to the closing of the proposed Transaction, the Company to obtain all necessary licenses, permits, approvals,
 consents, clearances required in accordance with applicable laws for establishment and operation of the Project.

(iv) Acquisition of land: The Company shall acquire 100% of the land required for the Project with 2 (Two) hectares of land allocated per MW and
provide documentary proof in relation to clear title and possession of the acquired land. Based on the DD Information provided to us, we
understand that the Company has acquired 121 (One Hundred and Twenty One) bighas of agricultural land, which was converted to non-
agricultural land located at Village Manchitiya, Tehsil Falodi, District Jodhpur, Rajasthan for setting up and development of the Project. We
have been provided with a copy of the land documents executed by the Company in relation to the land acquired for the Project, which are
in the vernacular language. We have been informed by the DD Representative that the translated copies of the land documents are not
available and accordingly, we are in the process of obtaining a translated copy of the land documents. For details, please refer to Chapter
4 (Assets) of this Report.

(v) Performance Bank Guarantee: The Company is required to furnish performance bank guarantees for guaranteeing the commencement of the
supply of power up to the contracted capacity of 10MW within the time specified in the PPA as per the format provided in Schedule 1 of the
PPA. Article 3.4.1 of the PPA states that NVVN shall release the performance bank guarantees 3 (Three) months after the COD. We have not
been provided with copies of the renewed performance bank guarantees submitted by the Company in accordance with the terms of the PPA
and a copy of the Schedules of the PPA. Based on the DD Information provided us, we understand that the performance bank guarantees
have not been released by NVVN due to the ongoing arbitration between the parties.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from
the Sellers are required to be obtained for any liability that may be incurred by the Company on account of breach of the terms of the PPA
in relation to furnishing of performance bank guarantees, occurring prior to closing of the proposed Transaction.

(vi) Right to Contracted Capacity and Energy: Article 4.4.1 of the PPA states that at any time during a Contract Year, NVVN shall not be obliged
to purchase any additional energy from the Company beyond 18.396 million kWh (MU). If for any Contract Year, the Company is unable to
generate minimum energy of 10.512 million kWh (MU), on account of reasons solely attributable to the Company, the non-compliance by the
Company shall make the Company liable to pay the compensation provided in the power sale agreement executed between NVVN and the
DISCOM as payable to the DISCOMS and the Company shall duly pay such compensation to NVVN to enable NVVN to remit the amount to
the DISCOM. The amount of compensation shall be computed at the rate equal to the compensation payable by the DISCOM towards non-
meeting of renewable purchase obligation, subject to a minimum of 25% of the applicable tariff.
 As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from
the Sellers are required to be obtained for any liability that may be incurred by the Company on account of not generating the minimum
energy under the terms of the PPA, occurring prior to closing of the proposed Transaction.

(vii) Liquidated Damages & Extension of Time: In case the Company is unable to commence supply of power to NVVN by the scheduled
commissioning date, the Company shall pay to NVVN, liquidated damages for delay in commencement. In case the delay is up to 1 (One)
month, NVVN will be entitled to encash 20% (Twenty) of the total performance bank guarantee proportionate to the capacity not commissioned.
Further as per Article 4.6.4 of the PPA, if as a consequence of delay in commissioning, the applicable tariff changes, that part of the capacity
of the Project for which the commissioning has been delayed shall be paid tariff lower than the applicable tariff and as per the CERC applicable
tariff as on the commissioning date of the balance capacity of the Project.

Article 4.5.1 of the PPA provides that in the event the Company is prevented from performing its obligations as per the terms of the PPA by
the scheduled commissioning date due to:
(a) any NVVN event of default; or
(b) force majeure events affecting NVVN; or
(c) force majeure events affecting the Company,

the scheduled commissioning date and the expiry date of the PPA shall be deferred, subject to the scheduled date of commissioning not
extending by more than 5 (Five) months, for a reasonable period but not less than day for day basis, to permit the Company or NVVN to
overcome the effects of the force majeure events affecting the Company or NVVN, or till such time such event of default is rectified by NNVN.

We understand that there has been a delay in commissioning of 5MW capacity of the Project by 3 (Three) days and the same was
commissioned on March 1, 2013. Based on the DD Information provided to us, we understand that the Company has issued a fresh bank
guarantee in accordance with the directions issued by the Honble Delhi High Court under the ongoing dispute. For details please refer to
Chapter 9 (Litigation) of this Report. Based on the DD Information provided to us, we understand that there has been no change in the
tariff due to delay in commissioning of the 5MW capacity of the Project, however NVVN has claimed for liquidated damages.

(viii) Third Party Verification: The Company is required to provide entry to the Project site of the power plant free of all encumbrances at all times
during the term of the PPA to NVVN and a third party nominated by any Indian governmental instrumentality for inspection and verification
of the works being carried out by the Company at the Project site. If the capacity utilization factor of the Project is found to be below 10%
(Ten) during a Contract Year or if the Company is unable to maintain a capacity utilization factor of 12% (Twelve) for a consecutive/non-
consecutive period of 3 (Three) months during a Contract Year on account of reasons attributable solely to the Company, the Company shall
 be liable for non-fulfillment of its obligation. The liability shall be equal to the amount levied by the DISCOM on NVVN for non-supply of
power by NVVN which in turn shall have the right to assign such liability to the Company under the terms of the PPA.

The PPA is however silent about such amount to be levied by NVVN in case the Company is not meeting the capacity utilization factor
during a Contract Year, which may be considered as a significant gap risk for the Company.

(ix) Dispatch: The Company is required to maintain compliance to the applicable grid code requirements and directions, if any, as specified by
RVPN from time to time.

(x) Metering and Reporting of Metered Data: The Company is required to bear all costs pertaining to the installation, testing, calibration,
maintenance, renewal and repair of meters in accordance with the Central Electricity Authority (Installation and Operation of Meters)
Regulations, 2006 and the grid code, as amended from time to time. Additionally, the Company has to install necessary equipment for regular
monitoring of solar irradiance, ambient air temperature, wind speed and other weather parameters and simultaneously for monitoring of the
electric power generated from the Project. Reports on above parameters on monthly basis has to be submitted by the Company to MNRE/MOP
through NVVN for the entire period of the PPA.

(xi) Insurance: The Company is required to effect and maintain or cause to be effected and maintained, at its own cost and expense, throughout the
term of the PPA, insurances against such risks, with such deductibles and with such endorsements and co-insured(s), which the prudent utility
practices would merit maintenance of and as required under the terms of the financing agreements. We have been provided with a copy of the
industrial all risk insurance cover obtained by the Company in relation to the Project. For details, please refer to Chapter 6 (Insurance) of
this Report.

(xii) Applicable Tariff: The tariff is fixed at INR 8.56 (Rupees Eight and Fifty Six Paisa) per kWh for the entire term of the PPA, which is valid for
25 (Twenty Five) years from the scheduled date of commissioning.

(xiii) Billing and Payment: The Company is required to issue to NVVN, a signed monthly bill/supplementary bill for the immediately preceding
month between the 5th (Fifth) day up to the 15th (Fifteenth) day of the next month, each monthly bill shall include all charges as per the PPA
for the energy supplied for the relevant month based on the energy accounts issued by the SLDC/RLDC or any other competent authority which
shall be binding on both NVVN and the Company. The monthly bill amount shall be the product of the energy metered and the applicable tariff.
NVVN is required to pay the amount payable under the monthly bill/ supplementary bill by the 5 th (Fifth) day of the immediately succeeding
month.
 The terms of the PPA do not provide for the mechanism through which energy accounts issued by the SLDC/RLDC shall be calculated for
the purposes of calculating the monthly bill to be issued by the Company.

(xiv) Late Payment Surcharge: In the event of delay in payment of a monthly bill by NVVN within 30 (Thirty) days beyond the 5th (Fifth) day of the
immediately succeeding month, a late payment surcharge shall be payable to the Company at the rate of 1.25% per month on the outstanding
amount calculated on a day to day basis subject to such late payment being duly received by NVVN under the power sale agreement to be
executed between NVVN and the DISCOM. The late payment surcharge can be claimed by the Company through a supplementary bill.

It would be relevant to note that the payment of the late payment surcharge to the Company under the terms of the PPA is contingent on
NVVN receiving late payment surcharge from the DISCOM, which may be considered as a significant gap risk for the Company.

(xv) Rebate: If NVVN pays the monthly bill by the 5th (Fifth) day of the month in which it is presented, NVVN will be entitled to a rebate of 2%; if
payment is made after the 5th (Fifth) day but before the due date, a rebate of 1% will be applicable, and if payment of a bill raised after the 5th
(Fifth) day of a month but before the 15th (Fifteenth) day of the month is made on the day of presentation of such bill, NVVN will be entitled
to a rebate of 2%.

(xvi) Payment of Supplementary Bill: The Company may raise a supplementary bill for payment on account of adjustments required by the energy
accounts or tariff payment for change in parameters, pursuant to provisions in Schedule 4 of the PPA or change in law. NVVN shall remit all
such amounts by the due date.

We have not been provided with Schedule 4 of the PPA which provides for change in parameters for tariff payment.

(xvi) Disputed Bill: If NVVN does not dispute a monthly bill or supplementary bill raised by the Company by the due date, such bill shall be taken
as conclusive. However, if NVVN disputes the amount payable under a monthly bill or a supplementary bill, it shall pay 95% (Ninety Five) of
the disputed amount and it shall within 15 (Fifteen) days of receiving such bill, issue a notice to the Company setting out the details of the
disputed amount, its estimate of the correct amount and all written material in support of its claim. In the event, the Company agrees to the
claim raised by NVVN, it shall revise such bill and present the same to NVVN. In the alternative, if the Company disputes the claim of NVVN,
it shall within 15 (Fifteen) days of receiving the bill dispute notice furnish a notice to NVVN stating its reasons for disagreement along with all
supporting material. Following this, the authorized representatives of the Company and NVVN shall meet and amicable resolve such dispute
within 15 (Fifteen) days of receipt of the bill disagreement notice. If the Company and NVVN do not resolve the dispute amicably, the matter
shall be referred to dispute resolution in accordance with the terms of the PPA.
(xvii) Letter of Credit: As per Article 10.4 of the PPA, NVVN is required to establish an irrevocable revolving letter of credit issued in favour of the
Company not later than 1 (One) month before the start of supply through a scheduled bank at New Delhi. The letter of credit is required to be
made operative from a date prior to the due date of its first monthly bill under the PPA and is required to be renewed annually, for an amount
equal to:
(a) for the first Contract Year, equal to the estimated average monthly billing;
(b) for each subsequent Contract Year, equal to the average of the monthly billing of the previous Contract Year

The Company cannot draw upon such letter of credit prior to the due date of the relevant monthly bill and/or supplementary bill, and cannot
make more than one drawal in a month. If NVVN fails to pay a monthly bill or supplementary bill or part thereof within and including the due
date, then, the Company may draw upon the letter of credit and accordingly the bank shall pay without any reference or instructions from
NVVN, an amount equal to such monthly bill or supplementary bill or part thereof.

We have been informed by the DD Representative that NVVN has not opened a letter of credit in favour of the Company.

(xviii) Collateral Arrangement: The Company and NVVN are required to execute a default escrow agreement for the establishment and operation of
the default escrow account in favour of the Company not later than 1(One) month before the start of supply, through which incremental
receivables of the NVVN shall be routed and used as per the terms of the default escrow agreement. Contemporaneously, NVVN and the
Company have to enter into the agreement to hypothecate cum deed of hypothecation, whereby NVVN shall agree to hypothecate, incremental
receivables to the extent required for the letter of credit as per the terms of the PPA.

We have been informed by the DD Representative that the default escrow agreement and the agreement to hypothecate cum deed of
hypothecation has not been executed by the Company and NVVN.

(xix) Force Majeure: The PPA defines the term force majeure under Article 11.3 of the PPA. As per the terms of the PPA, force majeure shall not
include (i) any event or circumstance which is within the reasonable control of either NVVN or the Company and (ii) the following conditions,
except to the extent that they are the consequences of an event of force majeure:
(a) unavailability, late delivery, or changes in cost of the plant, machinery, equipments, materials, spare parts or consumables for the
Project;
(b) delay in the performance of any contractor, sub-contractor or their agents;
(c) non-performance resulting from the normal wear and tear typically experienced in power generation materials and equipments;
(d) strikes at the facilities of the affected party;
(e) insufficiency of finances or funds or the agreement becoming onerous to perform; and
 (f) non-performance caused by, or connected with, the affected partys:
negligent or intentional acts, errors or omissions;
failure to comply with an Indian law;
breach of, or default under the PPA

As regards the available reliefs for a force majeure event, it would be relevant to note that under the PPA, the affected party is entitled to claim
relief in relation to a force majeure event in regard to its obligations. Further, as per the terms of the PPA, if the force majeure event continues
for a period of 3 (Three) months, NVVN and the Company shall have the right to terminate the PPA.

(xx) Change in Law: As per Article 12.1.1 of the PPA, the term change in law has been defined to mean the occurrence of the following events
after the effective date resulting into any additional recurring/non-recurring expenditure by the Company or any income of the Company:
(a) the enactment, coming into effect, adoption, promulgation, amendment, modification or repeal in India, of any law;
(b) a change in the interpretation or application of any law by any Indian governmental instrumentality having the legal power to interpret
or apply such law;
(c) the imposition of a requirement for obtaining any consents, clearances and permits which was not required earlier;
(d) a change in the terms and conditions prescribed for obtaining any consents, clearances and permits;
(e) any change in tax or introduction of any tax made applicable for supply of power by the Company;

As per Article 12.2 of the PPA, the aggrieved party is required to approach the central commission for seeking approval of change in law.

(xxi) Excess Generation: Pursuant to the amendment no. 2 dated January 27, 2012 to the PPA, any energy generated in excess of the maximum
capacity utilization factor limit specified in the PPA will be purchased by NVVN at average power purchase cost rate or INR 3 (Rupees Three)
per unit, whichever is lower, subject to the concerned utilitys willingness to purchase the power. The Company can sell the solar power
generation in excess of the maximum capacity utilization factor limit to a third party through long term power purchase agreement, short term
sale or through exchange. This will, be subject to the condition that NVVN has the first charge on generation to the extent of capacity utilization
factor agreed in the PPA.

(xxii) Termination and Events of Default: Article 13.1 of the PPA species the events which would constitute an event of default on part of the
Company. The events constituting an event of default on part of the Company are as follows:
(a) the failure to commence supply of power to NVVN up to contracted capacity, by the end of the period specified under the terms of the
PPA; or
(b) if the Company assigns, mortgages or charges or purports to assign, mortgage or charge any of its assets or rights related to the Project
in contravention of the provisions of the PPA;
(c) if the Company transfers or novates any of its rights and/or obligations under the PPA, in a manner contrary to the provisions of the
PPA, except where such transfer:
is in pursuance of law, and does not affect the ability of the transferee to perform, and such transferee has the financial capability
to perform, its obligations under the PPA or
is to a transferee who assumes such obligations under the PPA and the PPA remains effective with respect to the transferee;
(d) if the Company becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such
proceedings remain uncontested for a period of 30 (Thirty) days, or if any winding up or bankruptcy or insolvency order is passed
against the Company or the Company goes into liquidation;
(e) the Company repudiates the PPA and does not rectify the breach within a period of 30 (Thirty) days from a notice from NVVN;
(f) the Company is in breach of any of its material obligations pursuant to the PPA, and such material breach is not rectified by the
Company within 30 (Thirty) days of receipt of first notice in this regard given by NVVN;
(g) change in controlling shareholding before the specified time frame as specified in the PPA; and
(h) occurrence of any other event which is specified in the PPA to be a material breach/default of the Company.

Upon the occurrence any continuation of any event of default by the Company, NVVN shall have the right to deliver to the Company, with a
copy to the representative lenders of the Company, a notice stating its intention to terminate the PPA. Within a period of 7 (Seven) days
following the expiry of the consultation period of 60 (Sixty) days, NVVN may terminate the PPA by giving a written termination notice of 30
(Thirty) days to the Company.

The events of default on part of NVVN are as follows:

(a) NVVN fails to pay the monthly bill or supplementary bill for a period of 90 (Ninety) days after the due date and the Company is unable
to recover the same through the letter of credit/ default escrow agreement;
(b) NVVN repudiates the PPA and does not rectify the breach within a period of 30 (Thirty) days from a notice from the Company;
(c) NVVN is in breach of any of its material obligations pursuant to the PPA, and such material breach is not rectified by NVVN within
30 (Thirty) days of receipt of notice in this regard given by the Company;
(d) if NVVN becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up proceedings and such
proceedings remain uncontested for a period of 30 (Thirty) days, or if any winding up or bankruptcy or insolvency order is passed
against NVVN or NVVN goes into liquidation or dissolution. Provided that it shall not constitute an event of default, where such
dissolution or liquidation of NVVN or NVVN is for the purpose of a merger, consolidation or reorganization and where the resulting
entity has the financial standing to perform its obligations under the PPA;
 (e) if DISCOM is subject to any of the above defaults and NVVN does not designate another or other DISCOMs for purchase of the
bundled power; and
(f) occurrence of any other event which is specified in the PPA to be a material breach/default of NVVN.

Upon the occurrence any continuation of any event of default by NVVN, the Company shall be free to sell the contracted capacity to any third
party of the Companys choice.

(xxiii) Dispute Resolution: As per Article 16.3.1 of the PPA, any dispute arising from a claim made by any party for any change in or determination
of tariff or any matter related to tariff or any matter agreed to be referred to the CERC, such dispute shall be submitted to adjudication by
CERC. NVVN shall be entitled to co-opt the DISCOM as a supporting party in such proceedings. For disputes arising out of or in connection
with any claim not covered under Article 16.3.1 of the PPA, such dispute shall be resolved by arbitration under the Indian Arbitration and
Conciliation Act, 1996. The arbitration tribunal shall consist of 3 (Three) arbitrators. Each part shall appoint 1 (One) arbitrator each within 30
(Thirty) days of the receipt of request for settlement of dispute. The two arbitrators shall mutually appoint the third arbitrator as the presiding
arbitrator. The place of arbitration shall be Delhi. The award shall be of the majority decision. If there is no majority, the award will be given
by the presiding arbitrator.

Based on the DD Information provided to us, we understand that the issue of the delayed commissioning of the 5MW capacity of the Project
is being adjudicated upon by an arbitral tribunal. For details, please refer to Chapter 9 (Litigation) of this Report.

For details relating to the PPA, please refer to Annexure-II of this Report.

2.3.2 Transmission Agreement with RRVPNL

We have been provided with a copy of the transmission agreement dated July 7, 2012 executed between the Company and RRVPNL in relation to the
construction of transmission line and providing 1 No. 33kV bay allocation in 132kV substation at PS 3 for evacuation of power from the Project site.
As per the terms of the transmission agreement, the Company is required to deposit applicable connectivity charges as per the Rajasthan Solar Power
Policy 2011/ RREC regulations and also submit the fortnightly progress report of Project execution for the work being carried out by the Company.
The Company is under an obligation to make arrangements to Project switchyard with the interconnection facilities at delivery point. RRVPNL/
DISCOM shall construct the 132kV/33kV transmission line, if desired by the Company as deposit work. RRVPNL is under an obligation to complete
the bay work 1 (One) month before the Company scheduled commissioning date of the Project and provide open access for full supply of the power
from the Project site for the entire duration of the PPA executed between NVVN and the Company.
3. LOANS AND LIABILITIES

The Company has procured secured facility from L&T Infra. A brief of the financing facilities obtained by the Company is as follows:

Sr. Charge Id Date of Date of Date of Amount (in

No. Creation Modification Satisfaction INR)
1. 10543858 November 25, November 27, - 81,00,00,000
2014 2015
2. 10386746 September 26, December 15, December 10, 97,74,00,000
2012 2012 2014

3.1 In relation to the above, we have examined the following documents:

(i) Undated but executed copy of Facility Agreement;

(ii) Facility Amendment Agreement dated June 6, 2016;
(iii) Deed of Assignment dated June 8, 2015;
(iv) Memorandum of Entry dated June 8, 2015;
(v) Deed of Hypothecation dated November 25, 2014;
(vi) Unattested Deed of Pledge dated November 26, 2014;
(vii) 2 (Two) bank guarantees dated January 23, 2012;
(viii) Bank guarantee dated January 20, 2012;
(ix) Deed of Accession dated November 27, 2015;
(x) Deed of Confirmation dated November 27, 2015;
(xi) Novation Agreement dated November 27, 2015;
(xii) Undated but executed copy of Interim Corporate Guarantee;
(xiii) Undated but executed copy of Corporate Guarantee;
(xiv) Personal Guarantee No.1 dated November 26, 2014;
(xv) Undated but executed copy of Personal Guarantee No.2;
(xvi) Undated but executed copy of Personal Guarantee No.3;
(xvii) Undated but executed copy of Deed of Undertaking;
(xviii) Undated but executed copy of TRA Agreement;
(xix) Undated but executed copy of Security Trustee Agreement; and
 (xx) Undated but executed copy of Substitution Agreement.

In addition to the above, we have not been provided with copy of the lenders agent agreement, as specified in the Facility Agreement. As mentioned
above, we have been provided with copies of several documents that are in an undated form.

3.2 Secured Loans

3.2.1 Facility from L&T Infra

Based on the DD Information provided to us, we understand that the Company has availed the Facility from L&T Infra, aggregating up to INR
81,00,00,000 (Rupees Eighty One Crore) in 2 (Two) tranches, i.e. tranche A of INR 56,00,00,000 (Rupees Fifty Six Crores) and tranche B of INR
25,00,00,000 (Rupees Twenty Five Crores), under the Facility Agreement executed by the Company with L&T Infra, the lender for the purpose of
takeover and refinancing of outstanding facilities of existing lender (i.e. BOB) of the Company, other expenses related to the Facility, advances to
sponsors and affiliates and general corporate purposes approved by L&T Infra. We have not been provided with the dated copy of the Facility
Agreement. We have requisitioned for the dated copy of the Facility Agreement in our Requisition List.

As per the balance confirmation letter dated April 1, 2016 issued by L&T Debt refers to an agreement no. 6240026747 dated November 27, 2015
between L&T Debt and the Company for a rupee term loan of INR 24,45,60,601 (Rupees Twenty Four Crores Forty Five Lakhs Sixty Thousand
Six Hundred and One) and an agreement no. 6240026736 dated November 27, 2016 between L&T Debt and the Company for a rupee term loan of
INR 26, 94,58,000 (Rupees Twenty Six Crores Ninety Four Lakhs and Fifty Eight Thousand). As per the balance confirmation letters, the
outstanding amounts under the 2 (Two) rupee term loans as on March 31, 2016 is INR 24,33,09,652 (Rupees Twenty Four Crores Thirty Three
Lakhs Nine Thousand Six Hundred and Fifty Two) and INR 26,59,76,663 (Rupees Twenty Six Fifty Nice Lakhs Seventy Six Thousand Six Hundred
and Sixty Three), respectively.

We have not been provided with copies of the agreement no. 6240026747 dated November 27, 2015 between L&T Debt and the Company for a rupee
term loan of INR 24,45,60, 601(Rupees Twenty Four Crores Forty Five Lakhs Sixty Thousand Six Hundred and One) and an agreement no.
6240026736 dated November 27, 2016 between L&T Debt and the Company for a rupee term loan of INR 26, 94,58,000 (Rupees Twenty Six Crores
Ninety Four Lakhs and Fifty Eight Thousand).

Facility Amendment Agreement: The Facility Amendment Agreement amends the Facility Agreement by modifying certain definitions thereunder
pertaining to applicable interest rate and transaction documents and including new definitions thereunder pertaining to the loans from TataCT and
L&T Debt in addition to the Facility already being provided under the Facility Agreement. The Facility Amendment Agreement also provides
separate provisions for voluntary prepayment of the Facility to L&T Infra and the novated loan to L&T Debt.

Assignment of tranche A of Facility by Lender: As per the Deed of Assignment dated June 8, 2015 executed between the Company, L&T Infra, GDA
and TataCT, L&T Infra has transferred, assigned and conveyed to TataCT, INR 28,00,00,000 (Rupees Twenty Eight Crores) out of tranche A of the
Facility, along with pro rata right, title, interest, obligations, etc. of L&T Infra under the Facility Agreement and related transaction documents and on
pari passu basis, the beneficial interest in underlying security, from the date on which TataCT pays to L&T Infra, the consideration equal to the assigned
loan thereof. The Deed of Assignment further requires the Company to indemnify L&T Infra and TataCT against any losses, damages, etc. arising
out of the execution of the Deed of Assignment, consummation of transactions contemplated thereunder in line with the Facility Agreement or any
actual or prospective litigation relating to the Facility. Further, the Deed of Assignment additionally requires L&T Infra and TataCT to execute
appropriate intercreditor agreement and transaction documents as required by TataCT for exercising its rights thereof. We have not been provided with
copy of the intercreditor agreement, which we have requested for vide our Requisition List.

As per the balance confirmation letter dated April 11, 2016, issued by TataCT, the loan facility availed by the Company is INR 27,46,80,000 (Rupees
Twenty Seven Crores Forty Six Lakhs and Eight Thousand) and as per the books of the Company, as on March 31, 2016 an amount of INR
26,59,76,670 (Rupees Twenty Six Crores Fifty Nine Lakhs Seventy Six Thousand Six Hundred and Seventy) is outstanding and payable by the
Company to TataCT.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers are required to be obtained for any liability that may be incurred by the Company on account of any losses, damages, etc. arising out of the
execution of the Deed of Assignment, consummation of transactions contemplated thereunder in line with the Facility Agreement or any actual or
prospective litigation relating to the Facility, occurring prior to closing of the proposed Transaction.

Based on the DD Information provided to us, we understand that L&T Infra has novated and transferred its interest, rights and obligations under the
Facility Agreement and other related documents, to a new lender, i.e. L&T Debt for the following amounts, which have been already disbursed to the
Company:

(i) loan of tranche A facility of INR 27,03,28,332 (Rupees Twenty Seven Crores Three Lakhs Twenty Eight Thousand Three Hundred and Thirty
Two); and
(ii) loan of tranche B facility of INR 24,48,73,340 (Rupees Twenty Four Crores Forty Eight Lakhs Seventy Three Thousand Three Hundred and
Forty)
In this regard L&T Infra and L&T Debt have executed the Novation Agreement dated November 27, 2015. Based on the DD Information provided to
us, we understand that no amounts are due and payable to L&T Infra and L&T Debt is the current lender pursuant to the execution of the Novation
Agreement.

However, the Facility Amendment Agreement dated June 7, 2016 provided to us, has been executed between the Company, L&T Infra, TataCT,
L&T Debt and GDA, which amends the Facility Agreement, wherein L&T Infra has been defined as the Lender. However, the Facility
Amendment Agreement also provides for provisions pertaining to voluntary prepayment of the Facility to L&T Infra and the novated loan to L&T
Debt.

As a condition precedent to the closing of the proposed Transaction, the Company to obtain a no-dues certificate from L&T Infra.

Further, we have been provided with a copy of the Deed of Accession dated November 27, 2015 executed by L&T Debt, as per which L&T Debt, the
new lender, has agreed that it shall, to the extent applicable to it as a lender in respect of its loan of tranche A facility of INR 27,03,28,332 (Rupees
Twenty Seven Crores Three Lakhs Twenty Eight Thousand Three Hundred and Thirty Two) and tranche B facility of INR 24,48,73,340 (Rupees
Twenty Four Crores Forty Eight Lakhs Seventy Three Thousand Three Hundred and Forty), be entitled to all rights and benefits and be bound by all
obligations applicable to it as a lender, in place of L&T Infra, under the security trustee agreement dated November 25, 2014, which has been executed
by earlier lender, L&T Infra, GDA and the Company.

We have also been provided with copy of Deed of Confirmation dated November 27, 2015 executed by Kotak, as account bank, wherein it is stated
that the Deed of Accession has been executed pursuant to the security trustee agreement dated December 2, 2014. The Deed of Confirmation further
states that L&T Debt is entitled to the benefits of the lender under the TRA Agreement dated December 2, 2014. We have not been provided with a
dated copy of the TRA Agreement. The Deed of Accession refers to a security trustee agreement dated November 25, 2014, while the Deed of
Confirmation refers to a security trustee agreement dated December 2, 2014. We have only been provided an undated copy of only one security
trustee agreement and accordingly cannot confirm the date of execution of the Security Trustee Agreement. We have requisitioned for a dated copy
of the TRA Agreement and the security trustee agreement.

From the DD Information provided to us, we understand that the Company has filed Form CHG-1 with the RoC in relation to the creation of charge
in accordance with terms of the Facility Agreement.

Accordingly, based on the DD Information provided to us, we understand that the Facility aggregating up to INR 81,00,00,000 (Rupees Eighty One
Crore) is currently being availed from the following by the Company:
(i) L&T Infra;
(ii) L&T Debt; and
(iii) TataCT

Security: The following securities are required to be created under schedule IV to the Facility Agreement:

Mortgage: First pari passu charge by way of mortgage over all immovable assets (including leasehold or freehold land however excluding
forest land), both present and future, which is required to be created in favor of L&T Infra/security trustee. Based on the DD Information
provided to us, we understand that the Company has filed Form CHG-1 with the RoC in relation to creation and perfection of mortgage in
accordance with terms of the Facility Agreement. We have been provided with a copy of the Memorandum of Entry dated June 8, 2015 for
creation of mortgage wherein Mr. Krishna Kumar Maskara, the authorized signatory of the Company/mortgagor, on behalf of the Company,
delivered and deposited the original of the title deeds in respect of the mortgagors immovable properties with Mr. Daljit Singh of GDA. We
have not been provided with a copy of directors declaration, if any, provided by the director of the Company for the same.

Hypothecation: First pari passu charge by way of hypothecation on all tangible movable assets including moveable plant and machinery,
machinery spares, tools and accessories, furniture and fixtures, vehicles, all other moveable assets and current assets including scheduled and
unscheduled receivables both present and future of the Company. Based on the DD Information provided to us, we understand that the
Company has filed Form CHG-1 with the RoC in relation to hypothecation of its movables and receivables in accordance with terms of the
Facility Agreement. We have been provided with a copy of the Deed of Hypothecation dated November 25, 2014 executed by the Company
in favour of GDA, the security trustee, in accordance with the terms of the Facility Agreement. We have not been provided with a copy of
power of attorney in relation to the Deed of Hypothecation.

TRA Account: Open a trust and retention account or TRA, which is required to be maintained as per base case business plan to the satisfaction
of L&T Infra into which all the funds drawdown, receivables and any other realizations from the Project (together called scheduled receivables),
shall be deposited. The same shall be utilized/applied in a manner and priority stipulated in the TRA Agreement and create a first pari -passu
charge on the said TRA. As per the Deed of Confirmation, the new lender, L&T Debt, is entitled to the benefits of L&T Infra, the earlier
lender, under the TRA Agreement dated December 2, 2014. We have been provided with an executed copy of the TRA Agreement, however
the same is not dated. We have requisitioned for a dated copy of the TRA Agreement in our Requisition List.

Share Pledge: First pari passu charge by way of pledge of 100% (One Hundred percent) present and future shareholding of the Company
(free from all restrictive covenants, lien or other encumbrance under any contract. arrangement or agreement including but not limited to any
shareholders agreement, if any), together with all accretions thereon, such that L&T Infra has effective pledge corresponding the controlling
 interest of the Company at all times during the term of the Facility Agreement. Based on the DD Information provided to us, we understand
that the Company has filed Form CHG-1 with the RoC in relation to the pledge of shares in accordance with the terms of the Facility
Agreement. We have been provided with a copy of the Unattested Deed of Pledge dated November 26, 2014 executed by Vikram Solar, Mr.
Gyanesh Chaudhary, Mr. Anil Chaudhary and Mr. Hari Krishna Chaudhary in favour of GDA, the security trustee, in accordance with
the terms of the Facility Agreement. We have not been provided with a copy of the power of attorney in relation to the Unattested Deed of
Pledge. As a condition precedent to the closing of the Transaction, the Company to obtain release of the pledge on the 100% (One Hundred
percent) shareholding held in the Company.

Assignment of Contracts: Submit a deed of assignment for creation of security on all the rights, title, interest, benefits, claims and demands
whatsoever of the Company in, to and under the documents in relation to the Project (including but not limited to insurance policies and
clearances, power purchase agreements with state utilities & group captive customers, etc.) for the Project, contracts including but not
limited to guarantees, all as amended, varied or supplemented from time to time and on all the rights. title, interest, benefits, claims and
demands of the Company in any letter of credit (or such other security to be provided by the buyers under the terms of the seller-buyers/sale
purchase agreements), guarantee including contractor guarantees (if any), liquidated damages or performance bond provided by any party under
the project documents and related payment back up letter of credits. Based on the DD Information provided to us, we understand that the
Company has filed Form CHG-1 with the RoC in relation to the creation of security by way of assignment of all documents related to the
Project in accordance with the terms of the Facility Agreement. We have been provided with a copy of the Deed of Hypothecation dated
November 25, 2014 executed by the Company in favour of GDA, the security trustee, in accordance with the terms of the Facility Agreement.
We have not been provided with a copy of power of attorney in relation to the Deed of Hypothecation.

Interim Corporate Guarantee: An interim corporate guarantee from Vikram Solar shall be provided till the time the other securities mentioned
under schedule IV to the Facility Agreement are created and perfected, post which the said guarantee shall immediately stand terminated. We
have not been provided with an executed and dated copy of the Interim Corporate Guarantee, which we have requested for vide our
Requisition List. However, we have been provided with the executed and undated copy of the Interim Corporate Guarantee provided by
Vikram Solar in favour of GDA, the security trustee. As per the terms of the Interim Corporate Guarantee, the said guarantee stands
immediately terminated upon creation of all the securities mentioned under schedule IV to the Facility Agreement, excluding the Corporate
Guarantee and the Personal Guarantees as mentioned below, provided no written demand has been made in respect of the Interim Corporate
Guarantee upon occurrence of an event of default as defined under the Facility Agreement.

Based on the DD Information provided to us, we understand that the securities required to be created under the Facility Agreement have
been created by the Company and accordingly, the Interim Corporate Guarantee should have been released. We have not been provided
with any information or documents in relation to the release of the Interim Corporate Guarantee.
 Corporate Guarantee: An unconditional and irrevocable corporate guarantee from Vikram Solar which may be invoked in the event of (i)
premature termination of the PPA or (ii) plant availability factor falling below 90% (Ninety percent) for the Project. We have been provided
with the executed and undated copy of the Corporate Guarantee provided by Vikram Solar in favour of GDA, the security trustee. We have
requisitioned for a copy of the dated the Corporate Guarantee in our Requisition List.

Personal Guarantee: Personal guarantees from the sponsors are required for creation of security. We have been provided with the copy of the
Personal Guarantee No.1 dated November 26, 2014 issued by Mr. Gyanesh Chaudhary, undated Personal Guarantee Nos. 2 and 3 issued
by Mr. Hari Krishna Chaudhary and Mr. Anil Chaudhary, all of which have been provided in favour of GDA, the security trustee.

No due certificate: No due certificate from the existing lender, BOB, of the Project of the Company is required to be submitted by the Company
within 15 (Fifteen) days from the date of the first disbursement under the Facility. We have been provided with copy of the no dues certificate
dated December 10, 2014 obtained by the Company from BOB.

Promoters Undertaking: Article 3.11 of the Facility Agreement requires the Company to obtain an irrevocable and unconditional undertaking from the
promoter for the following

(i) To not dispose off any of its shares/shareholding rights in the Company without L&T Infras prior written consent;
(ii) Ensure that the Company is provided with requisite technical, financial and managerial expertise to perform its obligations under the Project
documents and exercise its rights as shareholder to ensure the Project is not abandoned till entire outstanding amount under the Facility is fully
paid;
(iii) Bring in equity/unsecured loan in case the O&M or any other expense on the Project exceeds base case business plan in order to extinguish the
shortfall;
(iv) Undertake to infuse additional funds to downsize the Facility to restore base case business plan at P75 CUF projects in case of any adverse
findings in the due diligence report of Project or PLF assessment or generation potential either by lenders independent engineer/consultant at
any time during term of the Facility;
(v) Meet any shortfall in debt servicing during term of the Facility;
(vi) Bring in equity/unsecured loan to create/replenish debt service reserve in the debt service reserve account to the extents of amount
required/utilized.

We have been provided with an undated copy of the Deed of Undertaking provided by Vikram Solar in favour of GDA, the security trustee. As per
the Deed of Undertaking, Vikram Solar, as promoter of the Company, has agreed to undertake the aforesaid undertakings under the Facility
Agreement, including being seized and possessed of and entitled to 34,40,300 (Thirty Four Lakhs Forty Thousand and Three Hundred) fully paid
up equity shares of face value INR 10 (Rupees Ten) each, constituting 97.62% (Ninety Seven point Six Two percent) of the issued and paid up share
capital of the Company.

As a condition precedent, Vikram Solar as a Seller, to obtain consent from the lender for transfer of the shares held by Vikram Solar in the Company.

Negative Covenants: Article 7.2 of the Facility Agreement lists out the negative covenants which are required to be observed by the Company for the
term of the Facility Agreement. The key negative covenants under the Facility Agreement which may have an impact on the Proposed Transaction are
discussed below:

Change of control/shareholding: In accordance with Article 7.2(v) of the negative covenants to the Facility Agreement, the Company is
required to obtain prior written approval of L&T Infra in case of any merger, de-merger, consolidation, reorganization scheme or arrangement
or compromise with creditors or shareholders, or effect any scheme of amalgamation or reconstruction of the Company or recognize, register,
or as per Article 7.2(o), permit any disposal or transfer of shares in Companys share capital by any person other than as permitted under the
transaction documents in relation to the Facility Agreement., happening of which will trigger an event of default under the Facility Agreement.
Upon occurrence of any event of default, L&T Infra may, at its discretion, inter alia enforce the security, dispose or transfer the asset, or
accelerate the repayment of the Facility or stipulate any other conditions as L&T Infra may deem fit.

Change of management: In accordance with Article 7.2(d) of the negative covenants to the Facility Agreement, Company is required to obtain
prior written approval of L&T Infra if there is any change in the management of Company.

Pay any other indebtedness, repay monies brought in as loans or make any restricted payments: In accordance with Article 7.2(g) of the
negative covenants to the Facility Agreement, the Company is required to obtain prior written approval of L&T Infra to prepay any indebtedness,
other than to the existing lender in line with the terms of the Facility Agreement. Further, in accordance with Article 7.2(m), the Company is
required to obtain prior written approval of the L&T Infra to repay monies brought in by the promoter, directors, associate companies or
any other person as loans, deposit, or as share application money pending allotment and any such monies shall be subordinated to the
Facility, shall not be repaid during the currency of the Facility and may carry such interest only as may be approved by L&T Infra. Article
7.2(y) of the negative covenants requires the Company to obtain prior written approval of L&T Infra to make any restricted payments, which
includes unsecured loans from promoters, out of surplus cash balance (based on cash in TRA at the end of previous financial year) available
after cash sweep option has been exercised by L&T Infra as per the terms of the Facility Agreement.
 Alteration of MoA/AoA: In accordance with Article 7.2 (p) of negative conditions to the Facility Agreement, Company is required to obtain
prior written approval of L&T Infra if there is any change/modification in the MoA or AoA of the Company.

As a condition precedent to the closing of the proposed Transaction, the Company to obtain a prior consent from the lenders in relation to
the change of control/change of shareholding, change of management, repayment of monies brought in by the promoter, directors,
associate companies or any other person as loans, deposit etc. and alteration of the MoA/AoA, if any.

Event of Default: In accordance with Article 8 of the Facility Agreement, upon the occurrence of an event of default, L&T Infra is entitled, without
prejudice to any other right or remedy which it may have under the Facility Agreement or otherwise in law and notwithstanding any subsequent
acceptance of any repayment installments/interest, take any of the steps specified in terms of the Facility Agreement without any notice, except as
specified in the terms of the Facility Agreement and subject to applicable law, at any time after the occurrence of such event and may, by a notice
in writing to the Company, terminate the Facility Agreement and/or declare the principal of and all interest on and all other amounts in respect of the
Facility to be due and payable forthwith, and/or the security created in terms of the Facility Agreement and/or the other documents related to the
project to be enforceable.

Repayment: The Company is required to repay the Facility in accordance with schedule VII of the Facility Agreement, the details of which have been
specified in the table below

Sr. No. Facility No. of monthly installments Door to door tenor

1. tranche A 174 14 years & 6 months

2. tranche B 210 17 years & 6 months

As per the balance confirmation letter dated April 11, 2016, issued by TataCT, the loan facility availed by the Company is INR 27,46,80,000 (Rupees
Twenty Seven Crores Forty Six Lakhs and Eight Thousand) and as per the books of the Company, as on March 31, 2016 an amount of INR
26,59,76,670 (Rupees Twenty Six Crores Fifty Nine Lakhs Seventy Six Thousand Six Hundred and Seventy) is outstanding and payable by the
Company to TataCT.

The balance confirmation letter dated April 1, 2016 issued by L&T Debt refers to an agreement no. 6240026747 dated November 27, 2015 between
L&T Debt and the Company for a rupee term loan of INR 24,45,60,601 (Rupees Twenty Four Crores Forty Five Lakhs Sixty Thousand Six Hundred
and One) and an agreement no. 6240026736 dated November 27, 2016 between L&T Debt and the Company for a rupee term loan of INR 26,
94,58,000 (Rupees Twenty Six Crores Ninety Four Lakhs and Fifty Eight Thousand). As per the balance confirmation letters, the outstanding
 amounts under the 2 (Two) rupee term loans as on March 31, 2016 is INR 24,33,09,652 (Rupees Twenty Four Crores Thirty Three Lakhs Nine
Thousand Six Hundred and Fifty Two) and INR 26,59,76,663 (Rupees Twenty Six Fifty Nice Lakhs Seventy Six Thousand Six Hundred and Sixty
Three), respectively.

We have not been provided with copies of the agreement no. 6240026747 dated November 27, 2015 between L&T Debt and the Company for a rupee
term loan of INR 24,45,60, 601(Rupees Twenty Four Crores Forty Five Lakhs Sixty Thousand Six Hundred and One) and an agreement no.
6240026736 dated November 27, 2016 between L&T Debt and the Company for a rupee term loan of INR 26, 94,58,000 (Rupees Twenty Six Crores
Ninety Four Lakhs and Fifty Eight Thousand).

Nominee Director: L&T Infra shall have a right to appoint majority of directors/nominee director in the event of a change in management control and/or
in the event of default.

Prepayment: The Company shall not prepay the Facility or any portion thereof without the prior approval of L&T infra, other than in the manner
stipulated in the Facility Agreement. Such approval shall be at the sole discretion of L&T infra and may be subject to conditions, including payment of
prepayment premium that is 1% (One percent) of amount prepaid.

3.2.2 Substitution by L&T Infra

As per the undated copy of Substitution Agreement between the Company, L&T Infra and GDA, the parties thereto have agreed that L&T Infra shall,
without prejudice to any other rights/remedies available to it under law or the transaction documents, have the right to do the following:

(i) Substitute the Company in the Project documents, with a person proposed by L&T Infra and approved by NVVN in accordance with the Project
documents, for the balance period/term under the PPA/Project documents, upon the happening of an event of default as defined under the
Facility Agreement; and
(ii) Enter upon and takeover the Project site/Project and take all such necessary steps for continued operation and maintenance of the Project
including servicing of secured obligations (i.e. pay/repay amounts under the Facility, etc.) of the Company.

L&T Infra has the right to exercise its aforesaid rights against the Company after serving a termination notice on the Company upon the occurrence of
an event of default as aforesaid. The Company has waived its right to challenge L&T Infras actions pursuant to the Substitution Agreement and
shall have no right/remedy to prevent or obstruct the same.
 We have not been provided with any information or documents in relation to the novation of the Substitution Agreement, pursuant to the execution
of the Novation Agreement between L&T Infra and L&T Debt.

Further, upon the occurrence of an event of default as aforesaid, GDA, as the security trustee, has the right to assign, transfer and convey to itself or
any other person, all of the Companys right, title and interest in and to the Project documents, including present and future rights, etc. The aforesaid
right has been granted to GDA as an additional collateral to secure the Companys performance of its obligations under the Facility Agreement and
other transaction documents.

The Company is required, under the Substitution Agreement, to indemnify L&T Infra against any losses, damages, etc. arising out of non-
performance/non-observance of any undertakings on the Companys part under the Substitution Agreement and the Company shall continue to be liable
for its secured obligations under the transaction documents. The Company is further required to indemnify GDA against any losses, damages, etc.
arising out of any action taken by GDA pursuant to the Substitution Agreement.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers are required to be obtained for any liability that may be incurred by the Company on account of non-compliance with the terms of the
Substitution Agreement, occurring prior to closing of the proposed Transaction.

3.2.3 Security Trustee Agreement

As per the undated copy of the Security Trustee Agreement between the Company, L&T Infra and GDA, GDA has been appointed as the security
trustee for L&T Infra, in order to hold the security interest created under the transaction documents for the benefit of L&T Infra. The key obligations
of the Company under the Security Trustee Agreement are as follows:

Trust Property: Clause 2.1(a) of the Security Trustee Agreement imposes obligation on the Company to settle in trust with GDA, a sum INR
1000 (Rupees One Thousand) as well as create security in favour of GDA for the benefit of L&T Infra.

Interest to be paid on amounts due: Clause 6.3 of the Security Trustee Agreement imposes an obligation on the Company to pay to the
relevant authorities, any and all the costs, charges, stamp and other taxes payable under any of the transaction and security documents.

Fees: The Company is liable to pay annual fees and expenses to GDA for services performed by it under the Security Trustee Agreement.
 Successor of Security Trustee: GDA has power to resign and upon resignation, a successor to the security trustee will be appointed by L&T
Infra and the liabilities and obligations of GDA, as security trustee under the Security Trustee Agreement shall vest in such successor.

3.2.4 TRA Agreement

As per the Deed of Confirmation, the new lender, L&T Debt, is entitled to the benefits of L&T Infra, the earlier lender, under the TRA Agreement
dated December 2, 2014. We have not been provided with dated copy of the TRA Agreement, which we have requested for vide our Requisition List.
As per the undated copy of the TRA Agreement between the Company, Kotak, L&T Infra and GDA, the parties thereto decided to create accounts with
Kotak as the account bank in order to manage cash flows related to the Project. The key issues and obligations of the Company under the TRA
Agreement are as follows:

Trust Property: Clause 2.2 of the TRA Agreement imposes obligation on the Company to settle in trust with Kotak, a sum INR 1000 (Rupees
One Thousand) as well as create security in favour of Kotak for the benefit of L&T Infra.

Payment Instructions of the Company: Clause 2.8 of the TRA Agreement imposes obligation on the Company to issue payment instructions
to Kotak, as regards transfers of amounts out of operational period account and payments out of subaccounts of the operational period account
to be in accordance with approved operating budget as applicable under the TRA Agreement or if not provided so, then as per prior written
consent of L&T Infra.

Fees: The Company is liable to pay to Kotak, a one-time service charge in addition to any other charges claimed by Kotak for services performed
by it under the TRA Agreement.

Indemnity Obligations: The Company is liable to indemnify Kotak, for any losses, damages, etc. incurred by Kotak as a result of carrying out
its duties under the TRA Agreement or any of the transaction documents. This liability shall survive the satisfaction, discharge or other
termination of the TRA Agreement and resignation/removal of Kotak.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers are required to be obtained for any liability that may be incurred by the Company on account of non-compliance with the terms of the TRA
Agreement, occurring prior to closing of the proposed Transaction.

3.3 Bank Guarantees

3.3.1 Bank guarantee from HDFC

We have been provided a copies of 2 (Two) bank guarantees both dated January 23, 2012, for INR 11,10,00,000 (Rupees Eleven Crores and Ten Lakhs)
each, bearing serial no. GTEE/275095 and GTEE/275094, issued by HDFC on behalf of the Company and in favour of NVVN which were valid till
May 26, 2013. We have been informed by the DD Representative that no agreement for the aforesaid bank guarantees has been executed by the
Company with HDFC and that the same has been provided against 100% (One Hundred percent) cash margin. Further, we have not been provided
with any information or documents, confirming if the aforementioned bank guarantees have been released. If the bank guarantees have not been
released, as a condition precedent to the closing of the proposed Transaction, the Company to obtain release of the aforesaid bank guarantees.

3.3.2 Bank guarantee from PNB

We have been provided a copy of a bank guarantee dated January 20, 2012 for INR 5,54,54,000 (Rupees Five Crores Fifty Four Lakhs and Fifty Four
Thousand) issued by PNB on behalf of the Company to NVVN, which was valid till May 26, 2013. We have been informed by the DD Representative
that no agreement for the aforesaid bank guarantee has been executed by the Company with PNB and that the same has been provided against
100% (One Hundred percent) cash margin. Further, we have not been provided with any information or documents, confirming if the
aforementioned bank guarantee has been released. If the bank guarantee has not been released, as a condition precedent to the closing of the
Transaction, the Company to obtain release of the aforesaid bank guarantees.

As per the terms of the PPA, the Company is required to furnish bank guarantee for guaranteeing the commencement of supply of power upto the
contracted capacity as per the format prescribed in Schedule I of the PPA. We have been informed by the DD Representative that the aforementioned
bank guarantees have been renewed and extended. We have not been provided with copies of the renewed bank guarantees issued by the Company
in accordance with the terms of the PPA.

For details relating to the aforesaid financing documents, please refer to Annexure-III of this Report.

3.4 Unsecured Loans

3.4.1 Based on the DD Information provided to us, we understand that as on March 31, 2015, the Company has obtained unsecured loans amounting to INR
3,12,30,958 (Rupees Three Crores Twelve Lakhs Thirty Thousand Nine Hundred and Fifty Eight) from other parties. Further, from the copy of unaudited
financial statements ending March 31, 2016 provided to us, we understand that the Company has obtained unsecured loans amounting to INR
3,00,00,000 (Rupees Three Crores) from other parties. We have been informed by the DD Representative that the Company has not executed any
agreement for the aforesaid unsecured loans and the unsecured loan shall be squared off by the Company prior to the closing of the proposed
 Transaction. As a condition precedent to the closing of the Transaction, the Company to obtain approval from the lenders for repayment of the
aforesaid unsecured loans to such other parties.

4. ASSETS

4.1 Real Assets

As a part of the DD Information provided to us, we have been informed that the Company presently owns and operates the Project, i.e. a 10 MW solar
power project situated at Village Manchitiya, Teh. Falodi, District Jodhpur, in the State of Rajasthan. Please refer to Chapter 2 of this Report for details
about the Project.

4.1.1 Sale Deeds

We have been provided with copies of 2 (Two) sale deeds which are in the vernacular language in relation to the land acquired by the Company for the
Project. We have requisitioned for the English translated copies of the sale deeds in our Requisition List. We have been informed by the DD
Representative that the translated copies of the land documents are not available and accordingly, we are in the process of obtaining a translated
copy of the land documents.
 We have been provided with a copy of the title search report dated March 27, 2015 prepared by Mr. Nitin Ojha, advocate, on the instructions of
L&T Infra, in relation to the land acquired by the Company in relation to the Project, as per which the Company has good and clear right and
possession of the property described therein and right to create mortgage over the said property.

As per the said title search report dated March 27, 2015, the following details have been provided regarding the property mentioned therein, which
is owned by the Company:

Sr. No. Heading Particulars

1. Property Nonagricultural land (converted from agricultural land) admeasuring 121 (One Hundred and Twenty One) bighas
in khasra no.127, 127/1, 127/2, 127/3 and 128/2 situated at Village Manchitiya, Teh. Falodi, District Jodhpur
(Rajasthan).
2. Purpose Setting up of solar power plant
3. Sale Details The aforesaid property was sold to the Company vide 2 (Two) registered sale deeds both dated April 26, 2012, by
Shri. Sumer Singh (for land admeasuring 80.03 (Eighty point Zero Three) bighas) and Shri. Takhat Singh (for land
admeasuring 59.04 (Fifty Nine point Zero Four) bighas).

As per the title search report provided to us, we understand that the land has been converted from agricultural to non-agricultural land. However,
we have not been provide with any information or documents in relation to conversion of land use and payment of conversion charges. Renew
should undertake a title search of the aforesaid property of the Company prior to the closing of the Transaction.

As a condition precedent to the closing of the proposed Transaction, Company to provide a copy of the conversion letter and proof of payment of
conversion charges.

4.2 Non-Real Assets

As a part of the DD Information, we have been informed that the Company owns certain non-real estate assets. We have been provided with copy of
the fixed assets register of the Company.

Renew should undertake a physical verification of the assets of the Company and the assets that Renew does not require should be written off or
disposed off as a condition precedent to the closing of the Transaction.

For details relating to the aforesaid assets, please refer to Annexure IV of this Report.
5. CONTRACTS

5.1 Based on the DD Information provided to us, we understand that Company has entered into arrangements with third parties for availing certain services
in relation to the Project. We have reviewed the following contracts:

(i) EPC Agreement;

(ii) P&S Agreement; and
(iii) O&M Agreement.

A brief summary of the contracts provided to us, has been provided below.

5.1.1 EPC Agreement

Company entered into the EPC Agreement with Vikram Proener for the provision of engineering, procurement, and construction services in relation
to a 10 MW solar photovoltaic Project situated in Jodhpur, Rajasthan. We have been provided with a copy of the EPC Agreement.

(i) Commencement date

Vikram Proener was required to have commenced the works on the date Company has provided Vikram Proener with (a) provide encumbrance
free land; and (b) make the advance payment.

We have not been provided with any information from the DD Representative regarding the Commencement Date.
(ii) Timelines and delay liquidated damages

Vikram Proener was required to have commenced the performance of its obligations under the EPC Agreement by the Commencement Date
and was required to have completed the performance of its obligations by December 25, 2012, failing which Vikram Proener would be liable
to pay delay liquidated damages.

Upon completion of each stage of the works, Vikram Proener was entitled to receive the stage completion certificate from the project engineer
as per the terms of the EPC Agreement. However, we have not been provided with any copies of the stage completion certificates.

We have been informed by the DD Representative that a few obligations were only completed in February, 2013.

As per the terms of the EPC Agreement, Vikram Proener was required to pay liquidated damages if Vikram Proener did not complete its
obligations by December 25, 2012. We have been informed by the DD Representative that no liquidated damages have been levied on Vikram
Proener.

(iii) Payment terms

As per the terms of the EPC Agreement, the total amount paid to Vikram Proener is INR 39,20,00,000 (Rupees Thirty Nine Crore Twenty
Lakh). The payments were required to be made in the following manner: (a) 10% (Ten percent) as advance; (b) 80% (Eighty percent) against
pro-forma invoice before shipment from factory of main equipment and materials; (c) 5% (Five percent) against the issuance of works
completion certificate; and (d) 5% (Five percent) against final acceptance and submission of corporate guarantee to secure performance of the
plant.

As a condition precedent to the closing of the proposed Transaction, the Company to obtain a no-dues certificate from Vikram Proener.

(iv) Defects liability

As per the terms of the EPC Agreement, Vikram Proener was required to rectify and repair any defects in the Project during the Defects Liability
Period. The Defects Liability Period has expired in the Project.

(v) Performance guarantee

 As per the terms of the EPC Agreement, Vikram Proener is required to compensate the Company for shortfall in the generation of the Project
at the rate of sale of power under the PPA.

(vi) Warranty

As per the terms of the EPC Agreement, in addition to the obligations of repairing and rectifying any defects during the Defects Liability Period,
Vikram Proener has provided a warranty that any goods supplied under the EPC Agreement shall be new, unused and free from defects and
shall be of good workmanship. Further, as per the terms of the EPC Agreement the Project shall in normal operation show no defects due to
material or workmanship. This warranty is provided for a period of 5 (Five) years.

5.1.2 Purchase and Sale Agreement

Company has entered into the P&S Agreement with the Vikram for the supply of solar photovoltaic modules. We have been provided with a copy of
the P&S Agreement. As Vikram Solar and the Company are related parties, please refer to our analysis of the same in Chapter 1 (Corporate) of this
Report.

(i) Payment terms

As per the terms of the P&S Agreement, the total amount to be paid to Vikram Solar under the P&S Agreement is INR 57,65,00,000 (Rupees
Fifty Seven Crore Sixty Five Lakh). The payments were required to be made in the following manner: (a) 95% (Ninety Five percent) against
pro-forma invoice; and (b) 5% (Five percent) on receipt of material.

As a condition precedent to the closing of the proposed Transaction, the Company to obtain a no-dues certificate from Vikram Solar.

(ii) Warranty and performance guarantee

As per the terms of the P&S Agreement, Vikam Solar is required to rectify any defects in the solar photovoltaic modules reported by the
Company. The specific terms of the warranty have been provided as an annexure to the P&S Agreement.

The solar photovoltaic modules are to be free from defects for a period of 5(Five) years.
 As per the terms of the P&S Agreement, Vikram Solar has provided a performance guarantee for the solar photovoltaic modules. The key terms
of the performance guarantee provided have been detailed in Annexure-V of this Report.

(iii) Timelines and delay liquidated damages

As per the terms of the P&S Agreement, Vikram Solar is required to have completed supply of the solar photovoltaic modules by December
15, 2012, failing which Vikram Solar would be liable to pay delay liquidated damages.

5.1.3 O&M Agreement

Company entered into the O&M Agreement with VP Utilities for the provision of operation and maintenance services in relation to the Project situated
in Jodhpur, Rajasthan. We have been provided with a copy of the O&M Agreement along with the O&M Amendment. The validity of O&M is for a
period of 5 (Five) years commencing from April 1, 2013 (i.e. April 1, 2018).

(i) Payment terms

As per the terms of the O&M Agreement and the O&M Amendment, the Company is required to pay the Operating Fee in advance every month
to VP Utilities. In addition, the Company is required to pay VP Utilities for all extraordinary expenses including: (a) additional services not
covered under the O&M Agreement; (b) change of law; and (c) failure by the Company, or the Companys representatives, sub-contractors,
agents or third parties to fulfil any of the Companys obligations under the O&M Agreement.

As per the terms of the O&M Agreement, payments to be made to VP Utilities by the Company are required to be made in full and the Company
is restricted from making any set-off.

As a condition precedent to the closing of the proposed Transaction, the Company to obtain a no dues certificate from VP Utilities till March
31, 2016.

(ii) Insurance
 As per the terms of the O&M Agreement, the Company is required to keep in effect, multiple insurances including: (a) industrial all risk policy;
and (b) third party and general liability.

As a condition precedent to the closing of the proposed Transaction, Company obtain the requisite insurance covers in accordance with the
provisions of the O&M Agreement.

(iii) Performance Ratio

As per the terms of the O&M Agreement, VP Utilities is required to maintain the Performance Ratio of the Project, failing which VP Utilities
is required to pay liquidated damages.

As per the terms of the O&M Agreement, there are also several exclusions to the generation of power for which VP Utilities is not required to
bear any liability.

(iv) Breakdown

As per the terms of the O&M Agreement, in the event of a breakdown caused by: (a) negligence of VP Utilities; and (b) defective parts supplied
by VP Utilities in the course of performance of its obligations under the O&M Agreement, VP Utilities is required to bear the costs incurred as
a result of the breakdown up to a cap of INR 25,000 (Rupees Twenty Five Thousand ) for any single breakdown and a further cap of 5% (Five
percent) of aggregate Operating Fee for that year. The O&M Agreement places a number of other restrictions on the instances of breakdown in
which VP Utilities is required to bear the cost for the rectification of the breakdown.

(v) Limitation of liability

As per the terms of the O&M Agreement, VP Utilities is not liable for indirect and contingent losses, including loss of revenue and loss of
power generation. Furthermore, the liability of VP Utilities has been capped at 20% (Twenty percent) of the Operating Fee.

(vi) Suspension

As per the terms of the O&M Agreement, VP Utilities is entitled to suspend the performance of its obligations if the Company does not make
the payment before the 7th day of every month.
(vii) Termination

The terms of the O&M Agreement provide for similar consequences irrespective of whether the O&M Agreement was terminated due to the
default of VP Utilities or the Company.

As a condition precedent to the closing of the proposed Transaction, the Company shall ensure that the O&M Agreement in relation to the
Project is amended to the satisfaction of Renew, as maybe intimated by Renew, except that the provisions in relation to the consideration
payable under the O&M Agreement shall not be modified.

For details relating to the contracts executed by the Company, please refer to Annexure V of this Report.
6. INSURANCE

As part of the DD Information, we understand that the Company has obtained an industrial all risks insurance policy from Reliance General Insurance
Company Limited in relation to the Project.

The key terms of the industrial all risks insurance policy are as follows:

Sr. No. Heading Particulars

1. Policy No. 1506652112021287
2. Policy Period May 18, 2015 to May 17, 2016
3. Risk Covered - Material damage
- Business interruption
- Earthquake, fire and shock
4. Beneficiary Company
5. Property location Village Manchitiya, Teh. Falodi, District Jodhpur, Rajasthan 342307
6. Details of assets covered under the The Project.
Policy
7. Sum insured INR 75,99,00,000 (Rupees Seventy Five Crores and Ninety Nine Lakhs)
8. Premium INR 6,10,136 (Rupees Six Lakhs Ten Thousand One Hundred and Thirty Six)
9. Exclusions - Faulty or defective design materials/workmanship, interruption of supply of water, gas, electricity
or failure of effluent disposal systems;
- Collapse or cracking of buildings, corrosion rust extremes or change in temperature;
- Larceny, acts of fraud/dishonesty, inventory shortage, coastal/river erosion;
- Willful negligence of insured;
- War, invasion, mutiny;
- Nuclear weapons, ionizing radiation;
- Money cheques, bonds, etc.,
- Documents, manuscripts, computer records, business books;
- Vehicles and the like, property in transit, driveways, pavements, roads, runways, livestock,
growing crops and trees, property undergoing testing/installation;
- Damage to boilers and other machinery where pressure is used or contents result in explosion;
- Electronic installation, computer and data processing equipment;
 Sr. No. Heading Particulars
- Mechanical or electrical breakdown.

We have not been provided with copies of any other insurance policy obtained by the Company in relation to the Project. Renew should have its
financial advisors check the sufficiency of the insurance cover obtained by the Company.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Seller and indemnities from the Seller
are required to be obtained for any liability that may be incurred by Company on account of breach of the terms of the PPA, the Facility Agreement
and the O&M Agreement in relation to insurance coverage thereunder, occurring prior to the closing of the proposed Transaction.

7. PERMITS, LICENSES AND CONSENTS

7.1 Compliance under Electricity Act

As per Section 7 of the Electricity Act, 2003:

 any generating company may establish, operate and maintain a generating station without obtaining a licence under this Act if it complies with the
technical standards relating to connectivity with the grid referred to in clause (b) of section 73.

Section 73 of the Electricity Act empowers the CEA (the apex federal organization providing technical guidelines to the Central government) to inter alia
set parameters of generation, transmission and distribution of power. As per sub-section (b) to the aforementioned Section 73, the said authority sets
technical standards for construction of power plants, power lines and connectivity to the grids.

However, prior to the coming into force of the Electricity Act, as per Section 44(1) of the Electricity (Supply) Act, 1948, any person desirous of setting up
a generation unit was required to obtain a prior consent from the State government.

7.2 Consent to establish & consent to operate

As per the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981 and Hazardous Waste
Management and Handling Rules, 2008, every person, before establishing or taking any steps to establish and operate any industry, operation or process,
or any treatment and disposal system, which may discharge effluent or emit pollutants into any water resources, on land and/or in air, is required to obtain
previous consent to establish and thereafter a consent to operate from the State pollution control board.

We have been provided with a copy of the consent to establish dated January 2, 2013 issued by the RSPCB to the Company. The consent to establish was
valid till July 31, 2015 or the date of commissioning of the Project.

We have been informed by the DD Representative that the Company had filed an application in 2013. We have not been provided with a copy of the
application filed by the Company.

Further, we have been informed by the DD Representative that the Company is not required to obtain consent to operate pursuant to the issuance of
the office order dated May 31, 2016 by the RSPCB wherein solar power projects have been exempted from applying for consent to operate. However,
the office order issued by RSPCB does not have retrospective effect and as the Project was commissioned by the Company in 2013, the Company is
required to obtain the consent to operate from RSPCB.

As a condition precedent to the closing of the proposed Transaction, the Company shall obtain the consent to operate as required under the
applicable laws from the RSPCB.
 As part of the Transaction documents, appropriate representations and warranties from the Company and the Seller and indemnities from the Seller
to be obtained for any liability that may be incurred by Company on account of breach of the terms of the provisions of the Water (Prevention and
Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981 and Hazardous Waste Management and Handling Rules,
2008, occurring prior to the closing of the proposed Transaction.

7.3 Consent from Forest Department

As per Rule 6 of the Forest (Conservation) Rules, 2003 read with Section 2 of the Forest (Conservation) Act, 1980, in cases where any project is
intended to be set up in a forest area as notified under the Forest (Conservation) Act, 1980, the project proponent for the same, is required to submit an
application to the forest department for considering allotment of such forest land for non-forest use as per guidelines/regulations laid down by the forest
department from time to time.

We have not been provided with any information in relation to the Project land lying in a forest area.

Accordingly, in case the Project land lies within a forest area, the Company is required to obtain an approval from the forest department. The said
approval may also carry restrictions upon the mode of establishment and operation of the Project.

7.4 Environmental clearance

As per MoEFs office memorandum dated May 13, 2011, solar photovoltaic projects, are not covered within the ambit of the EIA Notification and no
environmental clearance is required for such projects under the provisions thereof. Accordingly, the Company is not required to obtain a prior environmental
clearance in relation to the Project.

7.5 Clearance from Airport Authority of India

As per Section 9-A of the Aircraft Act, 1934, read with Central Government notification bearing reference number S.O. 84 (E) dated January 14, 2010, an
NoC/approval certificate is required which makes it incumbent for any project proponent to obtain an approval from the said authority in case a project
involving erection of structures of certain heights are sought to be erected in the vicinity of a civil airport or a civil aerodrome (the defence ministry provides
 a separate approval in case the Project is in the vicinity of a defence aerodrome/installation). In case the Project is situated at a distance of 80 (Eighty)
kilometres from the nearest civil airport, the Company has to obtain an NoC from the Airport Authority of India.

We have been informed by the DD Representative that the Project site is not in the vicinity of a civil airport or a civil aerodrome and accordingly,
the Company is not required to obtain an approval from the Airport Authority of India.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Seller and indemnities from the Seller
to be obtained for any liability that may be incurred by Company on account of breach of the terms of the provisions of the Aircraft Act, 1934,
occurring prior to the closing of the proposed Transaction.

7.6 Registration under the Factories Act

As per the Factories Act read with the Factories Rules, any plant manufacturing power and employing 10 (Ten) or more workers, in case of
manufacturing process being carried on with the aid of power, or 20 (Twenty) or more workers in case of manufacturing process being carried on
without the aid of power on any day of the preceding 12 (Twelve) months, is required to be registered under the provisions thereunder.

We have not been provided with a copy of the registration obtained by the Company under the Factories Act. Accordingly, as condition precedent
to the closing of the proposed Transaction, the Company to obtain registration under the Factories Act.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers and indemnities from the
Sellers to be obtained for any liability that may be incurred by Company on account of breach of the Factories Act, occurring prior to the closing
of the proposed Transaction.

7.7 Grid Connectivity and Evacuation Approval

As per the terms of the PPA, the solar power developer is required to evacuate the solar project power at the delivery point and evacuation up to the
delivery point shall be the sole responsibility of the solar power developer.

We have been provided with a copy of the permission for interconnection facility bearing reference number RVPN/SE(NPP-R)/P-2/D dated February
2, 2013 issued by RRVPNL granting permission for interconnection and acknowledging the payment of grid connectivity charges at the rate of INR
2,00,000 (Rupees Two Lakh) per MW.
 In relation to the power evacuation approval, we have been provided with a copy of letter dated June 12, 2012 issued by RRVPNL to the technical
director of RREC in relation to the revised power evacuation plan for the Project as submitted by the Company after change in the site of the Project,
being found technically acceptable. However, we have not been provided with a copy of the power evacuation approval issued to the Company.

As a condition precedent to the closing of the proposed Transaction, the Company to provide a copy of the evacuation approval in relation to the
Project.

7.8 Approval for construction of transmission lines

As per Section 68 (1) of the Electricity Act, an overhead line shall with the prior approval of the appropriate government shall be installed above the
ground in accordance with the provisions of the sub-section (2) of Section 68 of the Electricity Act. As per sub-section (2) of the Section 68 of the
Electricity Act, prior approval shall not be required in relation to (i) an electric line which has a nominal voltage not exceeding 11 KV and is used or
intended to be used for supplying power to a single consumer or (ii) so much of an electric line as is or will be within the premises in the occupation or
control of the person responsible for its installation or (iii) in such other cases, as maybe prescribed.

We have been provided with a copy of the approval under Section 68(1) of the Electricity Act, bearing reference number F.20(3) Energy/2012 dated
October 1, 2012 issued by the Energy department, GoR conveying approval of the State government for laying of 12kms 33KV D/C overhead
transmission line with panther conductor from the Project to 132 KV PS-3 bap GSS of RRVPNL.

7.9 Approval for site and building under the Factories Act

As per Rule 5 of the Rajasthan Factories Rules, 1951 and Section 6 of the Factories Act, requires the submission of plans of any class or description of
factories to the Chief Inspector or the State Government for the site on which the factory is to be situated and for the construction or extension of any
factory or class or description of factories.

We have not been provided with a copy of license obtained by the Company in relation to the approval for site and building under the Factories Act.

As a condition precedent to the closing of the proposed Transaction, the Company to provide copy of the approval of site and building under the
Factories Act.

7.10 Clearance for fire safety standards under the Factories Act
 As per Section 38 of the Factories Act, factories are required to obtain clearance from Chief Inspector of Factories and Fire and Safety Officer of the
State government for all practicable measures to be taken to prevent outbreak of fire and its spread, both internally and externally, and to provide and
maintain safe means of escape for all persons in the event of a fire and the necessary equipment and facilities for extinguishing fire.

We have not been provided with a copy of such approval obtained by the Company in relation to the fire standards under the Factories Act.

As a condition precedent to the closing of the proposed Transaction, the Company to obtain the clearance in relation to fire safety standards under
the Factories Act.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers and indemnities from the
Sellers to be obtained for any liability that may be incurred by Company on account of breach of the Factories Act, occurring prior to the closing
of the proposed Transaction.

7.11 Approval of the design and specification of the electrical plant and equipment under the Electricity Act

Section 162 (1) of the Electricity Act and the Qualifications, Powers and Functions of Chief Electrical Inspector and Electrical Inspectors Rules, 2006,
requires the Inspector to certify that any appliance or apparatus used for generation, transmission, transformation, conversion, distribution or use of energy
meets the safety regulations prescribed under the Electricity Act. The approval of the Chief Electrical Inspector is necessary to certify the commissioning
of a solar power project.

We have not been provided with a copy of the approval of the Chief Inspector approving design and specifications of the electrical plant and equipment.

As a condition precedent to the closing of the proposed Transaction, the Company to a copy of the approval of design and specifications of the
electrical plant and equipment under the Electricity Act.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers and indemnities from the
Sellers to be obtained for any liability that may be incurred by Company on account of breach of the Electricity Act, occurring prior to the closing
of the proposed Transaction.

7.12 Approval of Drawing under Electricity Act

 As per Section 53(f) of the Electricity Act, requires the Inspector to inspect maps, plans and sections for installation in the use of generation,
transmission, transformation of electricity.

We have been provided with a copy of the approval of Electrical Inspectorate dated January 1, 2013 approving the drawings for installation in the
Project subject to the conditions mentioned on the drawings to carry out the work as per the Electricity Act.

We have not been provided with a copy of the conditions as specified by the Electrical Inspectorate on the drawings to carry out the works as per
the provisions of the Electricity Act.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers and indemnities from the
Sellers to be obtained for any liability that may be incurred by Company on account of breach of the Electricity Act, occurring prior to the closing
of the proposed Transaction.

7.13 Commissioning Certificate and Synchronization Approval

As per the terms of the PPA, prior to completion of synchronization of the entire Project with the grid system, the Company is required to obtain
certification for full contracted capacity from the competent authority duly demonstrating the full commissioning of the contracted capacity.

We have been provided with a copy of the commissioning certificate dated May 7, 2013 issued by RREC stating that the Company has successfully
commissioned 5MW capacity on February 26, 2013 and balance 5MW capacity on March 1, 2013.

As per the terms of the PPA, the Company is also required to obtain a synchronization certificate from RRVPNL stating that the Project has been
synchronised and that the power supply from the Project to the grid has commenced.

We have not been provided with a copy of the synchronization approval required to be obtained by the Company. As a condition precedent to the closing
of the proposed Transaction, the Company to provide copy of the synchronization approval.

7.14 Energization Certificate

As per the terms of the PPA and Rule 63 and 47A of the Electricity Act Rules, any power developer is required to obtain permission for energization of
installations from the Electrical Inspector of the State government. We have not been provided with a copy of the energization certificate required to be
obtained by the Company.
 As a condition precedent to the closing of the proposed Transaction, the Company to provide copy of the energization certificate.

7.15 Permission for abstraction of ground water

As per the guidelines issued by the RSPCB, a no objection certificate is required to be obtained for abstraction of ground water from the Central Ground
Water Authority. We have not been provided with a copy no objection certificate obtained by the Company in relation to the abstraction of ground
water at the Project site.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers to be obtained for any liability that may be incurred by the Company on account of non-compliance with the guidelines issued by the RSPCB,
occurring prior to closing of the proposed Transaction.

7.16 License for usage and storage of fuel oil storage tank, pressurized vessels, explosive and inflammable liquids, gases and chemicals

Any company would be required to obtain a diesel storage license for handling of explosives, where the storage is above a prescribed limit, from the
Petroleum and Explosive Safety Organization (PESO), the statutory authority entrusted with the administration of Explosives Act, 1884, Petroleum
Act, 1934 and Inflammable Substances Act, 1952. Such a company is obligated to adhere to the terms and conditions of such license, upon grant of the
same by PESO, the failure of which will invoke consequences under the said laws. We have not been provided with a copy of such license obtained
by the Company, if applicable.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers to be obtained for any liability that may be incurred by the Company on account of non-compliance with the provisions of the Explosives
Act, 1884, Petroleum Act, 1934 and Inflammable Substances Act, 1952, occurring prior to closing of the proposed Transaction.

7.17 Hazardous & Other Wastes (Management & Transboundary Movement) Rules, 2016
 The Hazardous & Other Wastes (Management & Transboundary Movement) Rules, 2016 require every occupier of a facility that deals with management
(i.e. handling, storage, treatment, etc.) of physical, biological, liquid and solid hazardous wastes, to obtain authorization for the same from the State
pollution control board. We have not been provided with a copy of authorization obtained by the Company.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers to be obtained for any liability that may be incurred by the Company on account of non-compliance with the provisions of the Hazardous &
Other Wastes (Management & Transboundary Movement) Rules, 2016, occurring prior to closing of the proposed Transaction.

7.18 Registration as an employer under BOCW Act

As per section 7 of the BOCW Act, all establishments, which employ building workers in any building or other construction work, shall have to procure
registration with the designated authority. As per the provisions of the BOCW Act, the owner of the establishment where such building or other
construction work is being carried out through a contractor or by building workers supplied by a contractor, is termed as an employer. Further, as per
Section 7 of the BOCW Act, every employer of such establishment is required to make an application to the registering officer in the prescribed manner
to register the establishment, in case the establishment is covered within the ambit of the BOCW Act and seeks to engage building workers.

We have not been provided with a copy of the registration obtained by the Company under the BOCW Act. We understand that the Company was
required to obtain this registration during the construction phase.

7.19 Registration as principal employer under CLRA

As per Section 7(2) of the CLRA, all establishments in which 20 (Twenty) or more contract labourers are employed or were employed in any day of
the preceding 12 (Twelve) months, shall have to procure registration with the designated authority. As per the provisions of the CLRA, the person
responsible for the supervision and control of the establishment is termed as a principal employer and a person who makes available contract labour
to a principal employer is termed as a contractor. Further, as per Section 7 of the CLRA, every principal employer is required to make an application
to the labour commissioner (appointed by the State government) in the prescribed manner to register the establishment, in case the establishment is
covered within the ambit of the CLRA and seeks to engage contract labour through a contractor.

We have not been provided with a copy of the registration obtained by the Company under the CLRA as a principal employer.

7.20 Registration as principal employer under ISMW Act

 As per section 4 of the ISMW Act, all establishments in which 5 (Five) or more inter-state workmen are employed or were employed in any day of the
preceding 12 (Twelve) months, shall have to procure registration with the designated authority. Further, every contractor who has employed 5 (Five)
or more inter-state workmen in any day of the preceding 12 (Twelve) months shall also procure such registration under the provisions of Section 8 of
the ISMW Act. As per the provisions of the ISMW Act, the person responsible for the supervision and control of the establishment is termed as a
principal employer and a person who makes available inter-state workmen to a principal employer is termed as a contractor. Further, as per Section
4 of the ISMW Act, every principal employer is required to make an application to the registering officer in the prescribed manner to register the
establishment, in case the establishment is covered within the ambit of the ISMW Act and seeks to engage inter-state workmen. We have not been
provided with a copy of the registration obtained by the Company under the ISMW Act.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers to be obtained for any liability that may be incurred by the Company on account of non-compliance with the provisions of the applicable
labour regulations, occurring prior to closing of the proposed Transaction.

7.21 Service tax registration

As Section 69 of Chapter V of the Finance Act, 1994 read with the Service Tax Rules, 1994, every person liable to pay the service tax under this chapter
or the rules made thereunder shall, within such time and in such manner and in such form as may be prescribed, make an application for registration to
the Superintendent of Central Excise.

We have not been provided with a copy of the service tax registration required to be obtained by the Company.

As a condition precedent to the closing of the proposed Transaction, the Company should be required to obtain service tax registration in accordance
with the provisions of the Finance Act, 1994 read with the Service Tax Rules, 1994.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Seller, and indemnities from the
Seller to be obtained for any liability that may be incurred by the Company on account of non-compliance with the provisions of the Finance Act,
1994 read with the Service Tax Rules, 1994.

7.22 Central sales tax registration

 Section 7(1) of the CST Act read with the CSTAP Rules provides that each dealer liable to pay tax under CST Act is required to apply for registration
to the State-level sales tax department. Further, Section 7(2) of the CST Act states that any dealer liable to pay tax under the sales tax law of the
appropriate State, or any dealer having a place of business in that State, notwithstanding that the said dealer is not liable to pay tax under the CST Act,
is required to apply for registration under the CST Act to the State-level sales tax department.

We have been provided with a copy of the registration certificate number 0839495083 issued on April 23, 2012 for solar power sale and distribution,
solar photovoltaic modules, solar cell, solar power generation system, equipments & machinery related to solar power system, construction & civil
work item related to power generation.

7.23 Value added tax registration

As per Section 3 of the Rajasthan Value Added Tax Act, 2003, no dealer shall, while being liable to pay tax under the act, carry on business as a dealer
unless he possesses a valid certificate of registration.

We have been provided with the State VAT registration certificate dated May 23, 2016 and bearing registration No. 08394950830.

7.24 PAN & TAN

As per Section 139A of the Income Tax Act, 1961 read with Rule 114B of the Income Tax Rules, 1962, the assessing officer has the power to allot a
PAN for the purpose of linking all transactions of any person with the Income Tax Department. Based on the DD Information provided to us, we
understand that the Company was issued a permanent account number (PAN) AABCL4681J. We have been provided with copy of the PAN card
wherein the Company was allotted No. AABCL4681J.

As per Section 203A of the Income Tax Act, 1961 read with Rule 114A of Income Tax Rules, 1962, every person, deducting tax or collecting tax is
required to apply to the prescribed assessing officer for the allotment of a TAN. We have not been provided with copy of allotment of a tax deduction
account number (TAN).

7.25 Foreign Trade Act/IEC

As per Section 7 of the Foreign Trade Act, no person shall make any import or export except under an importer-exporter code (IEC) number granted
by the Director General of Foreign Trade (DGFT) or the officer authorized by the DGFT, in accordance with the procedure specified in this behalf by
the DGFT. We have been provided with a copy of the certificate of importer-exporter code (IEC) number 0211028908 allotted to the Company on
March 9, 2013.
8. EMPLOYEES

8.1 Based on the DD Information provided to us, we understand that as on date the Company has no employees on its rolls.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Seller, and indemnities from the
Seller to be obtained for any liability that may be incurred by the Company on account of non-compliance with the provisions of the applicable
labour laws and/or on account of the any dues payable any contract labour.

8.2 Licenses under applicable labour laws

For details pertaining to the licenses and registrations required to be obtained under the applicable labour laws in relation to the employees engaged
by the Company, kindly refer to Chapter 7 (Permits, Licenses and Consents) of this Report.

9. LITIGATION
We have examined matter(s) pertaining to litigation as per the information and documents provided to us by the DD Representative. We have set out
below brief details of the pending litigation along with our comments.
Details of the matter Overview of claim
Arbitration relating to The dispute relates to grievances
delayed commissioning, raised by the petitioner Company
encashment of performance against NVVN and RREC on the
bank guarantee and ground that they erroneously
simultaneous proceedings in declared the date of commissioning
High Court in relation to the of 5 MW capacity out of the total
same project capacity 10 MW on March
1, 2013 instead of scheduled
Commissioning Date of February
26, 2013 and consequent
imposition of liquidated damages
for delayed commissioning.
The relevant facts are set out
below:
- The petitioner/Company was
required to commission the
project of 10 MW by February 26,
2013;
- RREC was authorized to issue the
commissioning certificate on
behalf of NVVN and
consequently, it was invited to the
Project site on February 25, 2013
for inspection;
- RREC inspected the site and
communicated that out of the 10
Transactional implication / Observation(s)
As per the DD Information provided to us, the estimated liability for
delayed commissioning is approximately INR 35,00,000 (Rupees
Thirty Five Lakhs).
In addition, we have been informed by the DD Representative that
performance bank guarantee of INR 2,77,27,000 (Rupees Two Crore
Seventy Seven Lakhs and Twenty Seven Thousand) is valid and will be
kept valid till the end of arbitration. We have been informed by the DD
Representative, that these liabilities have been covered in the form a
bank fixed deposit.
The hearings in the arbitration are expected to conclude in July 2016
and thereafter, it will take some time for final award to be issued by the
Honble Tribunal. However, in our opinion, it is possible for the award
that will be passed by the Arbitral Tribunal to be contested. One of the
possible arguments that may be taken for challenging the arbitration
award could be that the dispute was referred to arbitration by the
Honble High Court of Delhi in contravention of the specific provisions
of the Electricity Act.
As per settled precedents, a dispute between a generating company and
a distribution company or between a generating company and trading
licensee (when such licensee is selling power to a distribution
company), has to be resolved by the appropriate commission. In the
present case, the appropriate commission would have been the CERC.
However, in the present matter, the dispute was referred to arbitration
in terms of the PPA by the Honble High Court of Delhi in the
Details of the matter Overview of claim
MW, 7 MW was (approximately)
connected;
- Company took efforts to complete
the remaining work and
requested RREC to re-inspect the
same on February 26, 2013;
- RREC finally responded on
March 2, 2013 after repeated
letters to RREC, MNRE and
NVVN by the Company, and
made the following report as part
of its commissioning certificate:
(a) 5 MW commissioned on
February 26, 2013; and (b)
Balance 5 MW commissioned on
March 1, 2013
The petitioner made a joint
representation along with
Symphony Vyapaar Private
Limited to MNRE requesting it to
look into the matter of delayed
commissioning and for recording
that the date of commissioning for
the entire capacity of the Project
i.e., 10 MW is February 26, 2013.
On May 7, 2013 an OMP under As part of the Transaction documents, appropriate representations
Section 9 of the Arbitration and and warranties from the Company and the Sellers, and indemnities
Conciliation Act, 1996 was filed from the Sellers to be obtained for any liability that may be incurred
before the Honble High Court of
Transactional implication / Observation(s)
proceedings under Section 9 of the Arbitration and Conciliation Act,
1996.
Having said that, we should point out that considering the CERC also
has the power to refer the dispute between a generating company and a
licensee to arbitration in terms of Section 158 of Electricity Act, it could
be argued by the Company that considering the dispute is already
arbitrated, no purpose would be served to annul the entire proceedings
specifically in view of the fact that neither NVVN nor RERC challenged
the referral of dispute to arbitration either before the Honble High
Court of the Delhi or before the Arbitral Tribunal.
Since the parties have consented to arbitration and the arbitration is
likely to be concluded in post final hearing in July, 2016, the risk is
mitigated to an extent.
Transactional Implication:
Considering the dispute involves payment of approximately INR
35,00,000 (Rupees Thirty Five Lakhs) towards liquidated damages for
delayed commissioning, we would recommend that as the first
alternative, the said amount be adjusted in valuation of the
Transaction itself. As a second alternative, a specific special
indemnity be sought from the Company in relation to this specific
dispute.
Details of the matter Overview of claim Transactional implication / Observation(s)

Delhi to seek an injunction on the by the Company on account of any dispute between the Company and
encashment of the bank guarantee NVVN and RREC.
on account of delayed
commissioning. The injunction was
granted by the Honble High Court
of Delhi.

On February 7, 2014, the Company

was asked to invoke the arbitration
clause by the Honble High Court of
Delhi. The letter of appointment of
arbitrator was sent on May 4, 2014
to NVVN.

We have been given to understand

by the DD Representative that the
arbitration proceedings have been
initiated. The pleadings have been
filed by the parties i.e., Statement of
Claim, Statement of defense,
rejoinders and admissions and
denials filed.

CURRENT STATUS:

The hearings in the arbitration is

expected to conclude in July 2016
and thereafter, it will take some
time for final award to be issued by
the Honble Tribunal.
For details relating to the ongoing litigation, please refer to Annexure VI of this Report.
10. INTELLECTUAL PROPERTY

We have been informed by the DD Representative that the Company has no intellectual property in relation to the Companys business.

As part of the Transaction documents, appropriate representations and warranties from the Company and the Sellers, and indemnities from the
Sellers to be obtained for any liability that may be incurred by the Company on account any infringement claim or intellectual property dispute
initiated against the Company, prior to the closing of the proposed Transaction.
 ANNEXURE - I

LIST OF STATUTORY FILINGS

The Company has made the following statutory filings in accordance with 1956 Act and/or 2013 Act:

Sr. No Documents Comments

1. Form 20B - Form 20B filed with the RoC by the Company in relation to filing of annual return for FY 2013-2014.
2. Form AoC-4 - Form AoC-4 filed with the RoC by the Company in relation to filing of financial statements for FY 2014-2015.
3. Form 20B - Form 20B filed with the RoC by the Company in relation to filing of annual return for FY 2008-2009.
4. Form 20B - Form 20B filed with the RoC by the Company in relation to filing of annual return for FY 2009-2010.
5. Form 20B - Form 20B filed with the RoC by the Company in relation to filing of annual return for FY 2010-2011.
6. Form 20B - Form 20B filed with the RoC by the Company in relation to filing of annual return for FY 2011-2012.
7. Form 20B - Form 20B filed with the RoC by the Company in relation to filing of annual return for FY 2012-2013.
8. Form 23AC - Form 23 AC filed with the RoC by the Company in relation to filing of balance sheet for FY 2008-2009.

9. Form 23AC - Form 23 AC filed with the RoC by the Company in relation to filing of balance sheet for FY 2009-2010.

10. Form 23AC - Form 23 AC filed with the RoC by the Company in relation to filing of balance sheet for FY 2010-2011.

11. Form 23AC - Form 23 AC filed with the RoC by the Company in relation to filing of balance sheet for FY 2011-2012.
12. Form 23AC - Form 23 AC filed with the RoC by the Company in relation to filing of balance sheet for FY 2012-2013.
13. Form 23AC - Form 23 AC filed with the RoC by the Company in relation to filing of balance sheet for FY 2013-2014.
14. Form - Form 23ACA filed with the RoC by the Company in relation to filing of profit and loss account for FY 2008-2009.
23ACA
15. Form - Form 23ACA filed with the RoC by the Company in relation to filing of profit and loss account for FY 2009-2010.
23ACA
16. Form - Form 23ACA filed with the RoC by the Company in relation to filing of profit and loss account for FY 2008-2009.
23ACA
Sr. No Documents Comments
17. Form - Form 23ACA filed with the RoC by the Company in relation to filing of profit and loss account for FY 2010-2011.
23ACA
18. Form - Form 23ACA filed with the RoC by the Company in relation to filing of profit and loss account for FY 2011-2012.
23ACA
19. Form - Form 23ACA filed with the RoC by the Company in relation to filing of profit and loss account for FY 2012-2013.
23ACA
20. Form - Form 23ACA filed with the RoC by the Company in relation to filing of profit and loss account for FY 2013-2014.
23ACA
21. Form - Form 23ACA filed with the RoC by the Company in relation to filing of profit and loss account for FY 2008-2009.
23ACA
22. Form 66 - Form 66 filed with the RoC by the Company in relation to filing of compliance certificate for FY 2011-2012.
23. Form 66 - Form 66 filed with the RoC by the Company in relation to filing of compliance certificate for FY 2012-2013.
24. Form 66 - Form 66 filed with the RoC by the Company in relation to filing of compliance certificate for FY 2013-2014.
25. Form MGT- - Form MGT-7 filed with the RoC by the Company in relation to filing of annual return for FY 2014-2015.
7
26. Form 32 - Form 32 filed with the RoC by the Company in relation to appointment of Niharendu Bera as independent director
from May 27, 2008.
27. Form 32 - Form 32 filed with the RoC by the Company in relation to appointment of Manoj Kumar Sharma as independent
director from March 31, 2008.
28. Form 32 - Form 32 filed with the RoC by the Company in relation to appointment of Murari Lal Bhartia as executive director
from March 15, 2008.
29. Form 32 - Form 32 filed with the RoC by the Company in relation to cessation of appointment of Lakshmi Narayan Das as
executive director from May 9, 2008.
30. Form 32 - Form 32 filed with the RoC by the Company in relation to cessation of appointment of Manoj Kumar Sharma as
director from May 27, 2013.
31. Form 32 - Form 32 filed with the RoC by the Company in relation to cessation of appointment of Niharendu Bera as director
from January 30, 2012.
Sr. No Documents Comments
32. Form 32 - Form 32 filed with the RoC by the Company in relation to appointment of Krishna Kumar Maskara as director from
May 20, 2013.

33. Form 32 - Form 32 filed with the RoC by the Company in relation to appointment of Gyanesh Chaudhary as director from August
30, 2011.

34. Form 23B - Form 23B filed with the RoC by the Company in relation to appointment of M/s. Rustagi & Co, Chartered Accountants
as auditor from FY 2013-2014.

35. Form 23B - Form 23B filed with the RoC by the Company in relation to appointment of M/s. Rustagi & Co, Chartered Accountants
as auditor from FY 2013-2014.
36. Form 2 - Form 2 filed with the RoC by the Company in relation to issue of 10,000 (Ten Thousand) shares to Twister Enclave
Private Limited on March 31, 2010.
37. Form 2 - Form 2 filed with the RoC by the Company in relation to issue of 10,000 (Ten Thousand) shares to Mateshwari
Financial Consultancy Private Limited and 10,000 (Ten Thousand) equity shares to Genius Financial Advisory Private
Limited on March 31, 2009.
38. Form 2 - Form 2 filed with the RoC by the Company in relation to issue of 4,84,000 (Four Lakh Eighty Four Thousand) equity
shares to Vikram Solar Private Limited on February 26, 2013.
39. Form 2 - Form 2 filed with the RoC by the Company in relation to issue of 25,000 (Twenty Five Thousand) equity shares to
Hari Krishna Chaudhury, 50,000 (Fifty Thousand) equity shares to Anil Chaudhury Industrialist and 29,25,000
(Twenty Nine Lakh Twenty Five Thousand) equity shares to Vikram Solar Private Limited on January 18, 2012.
40. Form 2 - Form 2 filed with the RoC by the Company in relation to issue of 9,900 (Nine Thousand Nine Hundred) equity shares
to Malay Kr. Das and 100 (One Hundred) equity shares to Bhadreshwar Pal on March 30, 2009.
41. Form GNL-2 - Form GNL-2 filed with the RoC by the Company for auditors appointment on September 30, 2014.

42. Form 5 - Form 5 filed with the RoC by the Company in relation to increase of authorized share capital from INR 2,00,000
(Rupees Two Lakh) to INR 5,00,000 (Rupees Five Lakh).
43. Form 5 - Form 5 filed with the RoC by the Company in relation to increase of authorized share capital from INR 5,00,000
(Rupees Five Lakh) to INR 3,50,00,000 (Rupees Three Crore Fifty Lakh).
Sr. No Documents Comments
44. Form 5 - Form 5 filed with the RoC by the Company in relation to increase of authorized share capital from INR 3,50,00,000
(Rupees Three Crore Fifty Lakh) to INR 3,70,00,000 (Rupees Three Crore Seventy Lakh).
45. Form 18 - Form 18 filed with the RoC by the Company for shifting of the registered office to the current address i.e. 1, Old Court
House Corner, Tobacco House, Kolkata, West Bengal- 7000001.
46. Form 23 - Form 23 filed with the RoC by the Company in relation to filing of resolution dated September 30, 2011 for replacing
object clause in the MoA.

47. Form 23 - Form 23 filed with the RoC by the Company in relation to filing of resolution dated February 28, 2009 for approving
increase of authorized share capital from INR 2,00,000 (Rupees Two Lakh) to INR 5,00,000 (Rupees Five Lakh).

48. Form 23B - Form 23B filed with the RoC by the Company in relation to appointment of M/s. Rustagi & Co, Chartered Accountants
as auditor for FY 2011 - 2012.

49. Form 23B - Form 23B filed with the RoC by the Company in relation to appointment of M/s. Rustagi & Co, Chartered Accountants
as auditor for FY 2010 - 2011.
50. Form 23B - Form 23B filed with the RoC by the Company in relation to appointment of M/s. Rustagi & Co, Chartered Accountants
as auditor for FY 2008 - 2009.

51. Form 23B - Form 23B filed with the RoC by the Company in relation to appointment of M/s. Rustagi & Co, Chartered Accountants
as auditor for FY 2012 - 2013.
52. Form MGT - Form MGT 14 filed with the RoC by the Company in relation to filing of resolution dated September 2, 2014 for
14 approving exercise of borrowing powers under Section 62 of the 2013 Act and creation of securities for the purpose
of such exercise of powers.

53. Form MGT - Form MGT 14 filed with the RoC by the Company in relation to filing of resolution dated June 16, 2014 for approving
14 disclosure of interest by directors.
54. Form MGT - Form MGT 14 filed with the RoC by the Company in relation to filing of resolution dated July 21, 2014 for approving
14 disclosure of interest by directors.
55. Form CHG-1 - Form CHG-1 filed with the RoC by the Company in relation to creation of charge under deed of hypothecation dated
November 25, 2014.
Sr. No Documents Comments
56. Form CHG-1 - Form CHG-1 filed with the RoC by the Company in relation to modification of charge under assignment deed and
memorandum of entry dated June 8, 2015.

57. Form CHG-1 - Form CHG-1 filed with the RoC by the Company in relation to modification of charge under deed of accession, deed
of confirmation and novation agreement dated November 27, 2015.

58. Form CHG-4 - Form CHG-4 filed with the RoC by the Company in relation to satisfaction of charge held by Bank of Baroda.
59. Form 8 - Form 8 filed with the RoC by the Company in relation to creation of charge held by Bank of Baroda under deed of
hypothecation-cum-assignment dated September 26, 2012.
60. Form 8 - Form 8 filed with the RoC by the Company in relation to modification of charge under memorandum of entry dated
December 15, 2012.
61. Form ADT-1 - Form ADT-1 filed with the RoC by the Company in relation to appointment of Rustagi & Co, Chartered Accountants
as auditor for FY 2014-2019.
 ANNEXURE - II

DETAILS OF THE PROJECT

(a) PPA with NVVN in relation to the Project

Heading Particulars
Parties The Company and NVVN
Date of Execution January 27, 2012
Background - NVVN, the designated nodal agency for procurement of solar power under the JNNSM floated a tender for selecting solar
power developers for setting up solar power projects in the state of Rajasthan. The Company meeting the eligibility
requirements, was awarded the Project by NVVN, under Phase I, Batch II of the JNNSM.
- The Company was selected to set up the Project based on photovoltaic technology of 10 MW capacity at village Manchitiya,
District Jodhpur, Rajasthan pursuant to the issuance of LoI bearing reference number NVVN/C&M/JNNSM/Batch
II/LOI/PV-557 dated December 28, 2011 by NVVN communicating the acceptance of the Companys RfP for the Project
and confirming NVVNs intent to purchase the power from the proposed Project based on the terms and conditions as
stated in the LoI. We have been provided with a copy of the LoI issued by NVVN. For details, please to Chapter 2 (Project
Overview) of this Report.
- Pursuant to the aforesaid, the Company and NVVN executed the PPA for sale of power generated from the Project by the
Company to NVVN. As per the terms of the PPA, NVVN would purchase solar power generated from the Project from the
Company as an intermediary seller and sell it to DISCOM in accordance with the terms of the power sale agreement
executed between NVVN and DISCOM and as per the provisions of JNSSM.
- As per the terms of the PPA, NVVN would procure power from the Company up to the contracted capacity of 10 MW at
CERC approved tariff after discount offered by the Company.
Term and renewal - 25 (Twenty Five) years from the commercial operation date of the Project. The PPA may be extended for a further period
on mutually agreed terms and conditions at least 180 (One Hundred Eighty) days prior to the expiry of the term.
 Heading
Scheduled commissioning date
Conditions subsequent and
consequences of non-fulfilment
of conditions subsequent
Particulars
- 13 (Thirteen) months from the date of signing of the PPA, i.e. February 26, 2013.
We understand from the commissioning certificate dated May 7, 2013 issued by the RREC, that the Company had
successfully commissioned only 5MW capacity on the scheduled commissioning date i.e. February 26, 2013 and the
balance 5MW capacity was commissioned on March 1, 2013. Based on the DD Information provided to us, we understand
that the issue of the delayed commissioning of the 5MW capacity of the Project is being adjudicated upon by an arbitral
tribunal. For details, please refer to Chapter 9 (Litigation) of this Report.
- The Company was required to comply with the below conditions within 210 (Two Hundred Ten) days from the effective
date of the PPA and submit the relevant documents to NVVN:
(i) All consents, clearances and permits required for supply of power to NVVN as per terms of the PPA; For details,
please refer to Chapter 7 (Permits, Licenses and Consents) of this Report.
(ii) Project financing arrangements; For details, please refer to Chapter 3 (Loans and Liabilities) of this Report.
(iii) Arrangements to connect the Project switchyards with the interconnection facilities at the delivery point;
(iv) Transmission agreement with state transmission utility confirming the evacuation and connectivity of the system
up to the delivery point of the Project by the scheduled commissioning date; We have been provided with a copy
of the transmission agreement dated July 7, 2012 executed between the Company and RRVPNL. For details,
please refer to Chapter 2 (Project Overview) of this Report.
(v) Documentary evidence of the clear title and possession of the acquired land for the Project with 2 (Two) hectare
of land allocated per MW. Based on the DD Information we understand that the Company has acquired 121
(One Hundred and Twenty One) bighas of agricultural land, which was converted to non-agricultural land
located at Village Manchitiya, Tehsil Falodi, District Jodhpur, Rajasthan for setting up and development of the
Project. For details, please refer to Chapter 4 (Assets) of this Report.
(vi) Technical requirements according the criteria mentioned under JNNSM guidelines for selection of new projects;
- In case of non-fulfilment of the conditions subsequent by the Company, NVVN has the right to terminate the PPA by
giving a termination notice to the Company in writing within 7 (Seven) days from failure of submission of documents.
Additionally, NVVN shall be entitled to encash all the bank guarantees submitted by the Company.
 Heading
Performance bank guarantee
Construction & development
Shareholding restriction
Right to contracted capacity and
energy
Particulars
- The Company was required to furnish performance bank guarantee under the PPA for guaranteeing the commencement of
the supply of power up to the contracted capacity within the specified time and as per format provided in schedule 1 of the
PPA. We have not been provided with copies of the performance bank guarantees submitted by the Company in
accordance with the terms of the PPA and a copy of the Schedules of the PPA.
- NVVN was required to release the performance bank guarantee within 3 (Three) months after the commercial operation
date. Based on the DD Information provided us, we understand that the performance bank guarantees have not been
released by NVVN due to the ongoing arbitration between the parties. For details, please refer to Chapter 9
(Litigation) of this Report.
- Companys obligations:
(i) Obtaining and maintaining all consents, clearances and permits in full force and effect during the term of the PPA;
(ii) Designing, constructing, erecting, commissioning, completing and testing the Project in accordance with the
applicable law, the grid code, the terms and conditions of the PPA and prudent utility practices;
(iii) commencing the supply of power up to the contracted capacity of 10MW to NVVN not later than the scheduled
commissioning date and continue the supply of power throughout the term of the PPA;
(iv) Connecting the Project switchyard with the interconnection facilities at the delivery point;
(v) Owning the Project throughout the term of the PPA free and clear of encumbrances except those expressly
permitted under the terms of the PPA;
- The Company was required to maintain its controlling shareholding prevalent at the time of signing of PPA up to a period
of 1 (One) year for Batch II projects after commercial operation date.
- As per the terms of the PPA, NVVN is not obliged to purchase any additional energy from the Company beyond 18.396
million kWh (MU). During a Contract Year, if the Company is not able to generate minimum energy of 10.512 million
kWh (MU), then the Company shall be liable to pay the compensation provided in the power sale agreement executed
between the DISCOM and NVVN, as payable to DISCOMS and the Company shall pay such compensation to NVVN to
enable NVVN to remit the amount to DISCOMS.
- The compensation shall be applied to the amount of shortfall in generation during the Contract Year. The amount of
compensation shall be computed at the rate equal to the compensation payable by the DISCOM towards non-meeting of
renewable purchase obligation, subject to a minimum of 25% of the applicable tariff.
- The Company is free to sell any capacity which is in excess of the contracted capacity of 10MW under the PPA from the
scheduled commissioning date. However, the Company is not be entitled to claim benefit of bundling of power provided
in the PPA in any manner whatsoever on such sale of infirm power or power in excess of the contracted capacity of 10MW.
 Heading Particulars
Extension of time - If the Company is unable to perform its obligations by the scheduled commissioning date due to any NVVN event of
default, force majeure events affecting NVVN or force majeure events affecting the Company, the scheduled
commissioning date and the expiry date of the PPA shall be deferred, subject to the scheduled date of commissioning not
extending by more than 5 (Five) months, for a reasonable period but not less than day for day basis, to permit the Company
or NVVN to overcome the effects of the force majeure events affecting the Company or NVVN, or till such time such event
of default is rectified by NNVN.
- If case of delay due to force majeure events affecting NVVN or the Company, either party can terminate the PPA if such
force majeure event continues even after a maximum period of 3 (Three) months.
- If the parties have not agreed, within 30 (Thirty) days after the affected partys performance has ceased to be affected by
the relevant circumstance, on the time period by which the scheduled commissioning date or the expiry date should be
deferred by, any party can raise a dispute to be resolved in accordance with the terms of the PPA.
- Any extension of the scheduled commissioning date arising due to any reason envisaged in the PPA shall not be allowed
beyond March 31, 2013 or 18 (Eighteen) months from the effective date of the PPA with encashment of performance bank
guarantee and payment of liquidated damages.
Liquidated damages - If the Company is unable to commence supply of power to NVVN by the scheduled commissioning date other than due to
any NVVN event of default, force majeure events affecting NVVN or force majeure events affecting the Company, the
Company is required to pay liquidated damages as follows:
(i) Delay up to 1 (One) month - NVVN will encash 20% (Twenty percent) of total performance bank guarantee
proportionate to the capacity not commissioned;
(ii) Delay of more than 1 (One) month and up to 2 (Two) months - NVVN will encash 40% (Forty percent) of the total
performance bank guarantee proportionate to the capacity not commissioned;
(iii) Delay of more than 2 (Two) and up to 3 (Three) months - NVVN will encash the remaining performance bank
guarantee proportionate to the capacity not commissioned.
- If commissioning of the Project is delayed beyond 3 (Three) months, the Company shall be required to pay to NVVN, the
liquidated damages at the rate of INR 1,00,000 (Rupees One Lakh) per MW per day for such delay remaining capacity
which is not commissioned. Such amount would be recovered from the payments due on account of sale of solar power to
NVVN.
- In case, the commissioning of the Project is delayed beyond 18 (Eighteen) months from the effective date, it shall be
considered as an event of default and the contracted capacity shall stand reduced/amended to the Project capacity
commissioned within 18 (Eighteen) months of the effective date and the PPA for the balance capacity shall stand
terminated.
 Heading Particulars
- If as a consequence of delay in commissioning, the applicable tariff changes, that part of the capacity of the Project for
which the commissioning has been delayed shall be paid at the tariff as per the CERC applicable tariff as on the date of
commissioning of the balance capacity of the Project.

We understand that there has been a delay in commissioning of 5MW capacity of the Project by 3 (Three) days and the
same was commissioned on March 1, 2013. Based on the DD Information provided to us, we understand that the Company
has issued a fresh bank guarantee in accordance with the directions issued by the Honble Delhi High Court under the
ongoing dispute. For details please refer to Chapter 9 (Litigation) of this Report. However, we have not been provided with
any information with regard to any corresponding change in tariff because of the delay in commissioning of the 5MW
capacity of the Project.

Performance test and third party - As per the terms of the PPA, prior to the synchronization of the Project, the Company was required to get the Project
verification certified for requisite acceptance/performance test as laid down by the central electricity authority;
- The Company is required to provide entry to the site of the Project free of all encumbrances at all times during the term of
the PPA to NVVN and a third party nominated by any Indian governmental instrumentality for inspection and verification
of the works being carried out by the Company at the site of the Project.
- The third party may verify the construction work/operation of the Project carried out by the Company and if it is found that
construction work is not in consonance with prudent utility practices, it may ask for clarifications from the Company or
may require work to be stopped or to comply with the instructions of such third party.
- If the capacity utilization factor of the Project is found to be below 10% (Ten) during a Contract Year or if the Company is
unable to maintain a capacity utilization factor of 12% (Twelve) for a consecutive/non-consecutive period of 3 (Three)
months during a Contract Year on account of reasons attributable solely to the Company, the Company shall be liable for
non-fulfilment of its obligation. The liability shall be equal to the amount levied by the DISCOM on NVVN for non-supply
of power by NVVN which in turn shall have the right to assign such liability to the Company under the terms of the PPA.

Synchronization and dispatch
The PPA is however silent about such amount to be levied by NVVN in case the Company is not meeting the capacity
utilization factor during a Contract Year, which may be considered as a significant gap risk for the Company.
- The Company was required to give the regional load dispatch centre/state load dispatch centre and NVNN at least 60 (Sixty)
days advance preliminary notice and 30 (Thirty) days advanced final written notice, of the date on which it intends to
synchronize the respective units of the Project to the grid system.
 Heading Particulars
- The Project can be synchronized by the Company to the grid system when it meets all the connection conditions prescribed
in the applicable grid code and otherwise meets all other Indian legal requirements for synchronization to the grid system.
- The synchronization equipment was required to be installed by the Company at its generation facility of the Project at its
own cost and after approval of synchronization scheme granted by the head of the concerned sub-station/grid system and
checking/verification by the concerned authorities of the grid system, the Company had to synchronize its system with grid
system.
- The Project is required to maintain compliance to the applicable grid code requirements and directions as specified by
concerned regional load dispatch centre/state load dispatch centre from time to time.
Metering and reporting - The Company and NVVN shall follow and are bound by the Central Electricity Authority (installation and operation of
meters) Regulation, 2006, the grid code, as amended from time to time for installation of meters, meter testing, meter
calibration and meter reading. All costs pertaining to installation, testing, calibration, maintenance, renewal and repair of
meters at Companys side of delivery point have to be borne by the Company.
- The grid connected solar Projects are required to install necessary equipment for regular monitoring of solar irradiance,
ambient air temperature, wind speed and other weather parameters and for monitoring of the electric power generated from
the Project.
- Online arrangement has to be made by the Company for submission of above data regularly for the entire period of the
PPA to the concerned ministry.
- Monthly based report on above parameters has to be submitted to MNRE/MOP through NVVN for entire period of PPA.
Insurance - The Company has to maintain, throughout the term of PPA at its own cost and risk insurances against such risks, which
the prudent utility practices would ordinarily merit maintenance of and as required under the financing agreements. For
details, please refer to Chapter 6 (Insurance) of this Report.

Applicable tariff - The tariff is fixed at INR 8.56 (Rupees Eight and Fifty Six Paisa) per kWh for the entire term of the PPA, which is valid
for 25 (Twenty Five) years from the scheduled date of commissioning.
- In case of delay in commissioning of the units beyond the scheduled commissioning date, if there is a change in CERC
applicable tariff, the changed applicable tariff be lower than the following:
(i) Tariff of INR 8.56 (Rupees Eight and Fifty Six Paisa) per kWh

(ii) CERC applicable tariff as on the commissioning date of the balance units.
 Heading Particulars
Billing and payment - The Company is required to issue to NVVN, a signed monthly bill/supplementary bill for the immediately preceding month
between the 5th (Fifth) day upto the 15th (Fifteenth) day of the next month, each monthly bill shall include all charges as
per the PPA for the energy supplied for the relevant month based on the energy accounts issued by the SLDC/RLDC or
any other competent authority which shall be binding on both NVVN and the Company. The monthly bill amount shall be
the product of the energy metered and the applicable tariff. The terms of the PPA do not provide for the mechanism
through which energy accounts issued by the SLDC/RLDC shall be calculated for the purposes of calculating the
monthly bill to be issued by the Company.
- NVVN has to pay the amount payable under the monthly bill/supplementary bill by the 5th (Fifth) day of the immediately
succeeding month (the due date) in which the bill is issued by the Company to NVVN. In case the monthly bill or any other
bill, including a supplementary bill is issued after the 15th (Fifteenth) day of the next month, the due date for payment would
be the 5th (Fifth) day of the next month to the succeeding month.
- In the event of delay in payment of monthly bill by NVVN within 30 (Thirty) days beyond its due date, a late payment
surcharge shall be payable to the Company at the rate of 1.25% per month on the outstanding amount calculated on a day
to day basis subject to such late payment being duly received by NVVN under the power sale agreement executed between
NVVN and the DISCOM.
Supplementary bill - The Company may raise a supplementary bill for payment on account of (i) adjustments required by the energy accounts;
(ii) tariff payment for change in parameters, pursuant to provisions in Schedule 4 of the PPA; and (iii) change in law as
provided in the PPA.
- In case of delay in payment of a supplementary bill by either party beyond its due date, a late payment surcharge shall be
payable at the same terms applicable to the monthly bill under the terms of the PPA.
Disputed bill
- If NVVN does not dispute a monthly bill or a supplementary bill raised by the Company by the due date, such bill shall be
taken as conclusive.
- If NVVN disputes the amount payable under a monthly bill or a supplementary bill, as the case may be. it shall pay 95%
of the disputed amount and it shall within 15 (Fifteen) days of receiving such bill, issue a notice to the invoicing party
setting out (i) the details of the disputed amount; (ii) its estimate of what the correct amount should be: and (iii) all written
material in support of its claim.
- If the Company agrees to the claim raised in the bill dispute notice issued by NVVN, the Company shall revise such bill
and present along with the next monthly bill. In such a case excess amount shall be refunded along with interest at the same
rate as late payment surcharge, which shall be applied from the date on which such excess payment was made by the
 Heading Particulars
disputing party to the invoicing party and up to and including the date on which such payment has been received as refund.
- If the Company does not agree to the claim raised in the bill dispute notice issued it shall, within 15 (Fifteen) days of
receiving the bill dispute notice, furnish a to the NVVN providing (i) reasons for its disagreement; (ii) its estimate of what
the correct amount should be; and (iii) all written material in support of its counter-claim.
- Upon receipt of the bill disagreement notice by NVVN, authorized representative or a director of the board of directors/
member of board of NVVN and the Company shall meet and make best endeavours to amicably resolve such dispute within
15 (Fifteen) days of receipt of the bill disagreement notice.
- If the parties do not amicably resolve the dispute within 15 (Fifteen) days of receipt of bill disagreement notice, the matter
shall be referred to dispute resolution in accordance with the provisions of the PPA.
Rebate - For payment of any bill on or before the due date, the following rebate shall be paid by the Company to NVVN in the
following manner-
(i) A rebate of 2% (Two percent) shall be payable to the NVVN for the payments made on the 5 th (Fifth) business
day of the month.
(ii) Any payments made beyond the 5th (Fifth) business day of the month upto the due date shall be allowed a rebate
of 1 % (Two percent).
(iii) Any payment made by NVVN on date of presentation of bill, a Rebate of 2% (Two percent) shall be payable, if
bill is raised beyond the 5th (Fifth) but by the 15th (Fifteenth) business day of the month.
(iv) No rebate is payable on the bills raised on account of change in law relating to taxes, duties and cess.
Payment security mechanism - NVVN has to provide to the Company a monthly unconditional, revolving and irrevocable letter of credit in respect of
payment of monthly bills/ supplementary bills.
- NVVN through a scheduled bank at New Delhi has to open a letter of credit in favour of the Company to be made operative
from a date prior to the due date of its first monthly bill under the PPA, 1 (One) month before the start of supply. The letter
of credit shall have a term of 12 (Twelve) months and is required to be renewed annually, for an amount equal to:
(i) for the first Contract Year, equal to the estimated average monthly billing;
(ii) for each subsequent Contract Year, equal to the average of the monthly billing of the previous Contract Year.
- Provided that the Company shall not draw upon such letter of credit prior to the due date of the relevant monthly bill and/or
supplementary bill, and shall not make more than one drawal in a month.
- If at any time, such letter of credit amount falls short of the amount specified under the terms of the PPA due to any reason
whatsoever, NVVN shall restore such shortfall within 7 (Seven) days.
 Heading Particulars
- NVVN shall cause the scheduled bank issuing the letter of credit to intimate the Company. in writing regarding establishing
of such irrevocable letter of credit.
- NVVN shall ensure that the letter of credit shall be renewed not later than 30 (Thirty) days prior to its expiry.
- All costs relating to opening, maintenance of the letter of credit shall be borne by NVVN.
- If NVVN fails to pay a monthly bill or supplementary bill or part thereof within and including the due date then, the
Company may draw upon the letter of credit, and accordingly the bank shall pay without any reference or instructions from
NVVN, an amount equal to such monthly bill or supplementary bill or part thereof, by presenting to the scheduled bank
issuing the letter of credit, the following documents:
(i) a copy of the monthly bill or supplementary bill which has remained unpaid to the Company and.
(ii) a certificate from the Company to the effect that the bill is in accordance with the PPA and has remained unpaid
beyond the due date.
- The Company and NVVN are required to execute a default escrow agreement for the establishment and operation of the
default escrow account in favour of the Company not later than 1(One) month before the start of supply, through which
incremental receivables of the NVVN shall be routed and used as per the terms of the default escrow agreement.
- Contemporaneously, NVVN and the Company have to enter into the agreement to hypothecate cum deed of hypothecation,
whereby NVVN shall agree to hypothecate, incremental receivables to the extent required for the letter of credit as per the
terms of the PPA.
Force Majeure - As per the terms of the PPA, Force Majeure is defined as any event or circumstance or combination of events as stated
below that wholly or partly prevents or unavoidably delays an affected party in the performance of its obligations under
the PPA, but only if and to the extent that such events or circumstances are not within the reasonable control, directly or
indirectly, of the affected party and could not have been avoided if the affected party had taken reasonable care or complied
with prudent utility practices:
(i) act of God. including, but not limited to lightning, drought, fire and explosion (to the extent originating from a
source external to the site), earthquake, volcanic eruption, landslide, flood, cyclone, typhoon or tornado;
(ii) any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade,
embargo, revolution, riot, insurrection, terrorist or military action: or
(iii) radio-active contamination or ionizing radiation originating from a source in India or resulting from another
force majeure event mentioned above excluding circumstances where the source or cause of contamination or
radiation is brought or has been brought into or near the Project by the affected party or those employed or
engaged by the affected party.
(iv) an event of force majeure identified under the power sale agreement executed between the DISCOM and
 Heading Particulars
NVVN, thereby affecting delivery of power from the Company to DISCOM.
- A force majeure event does not include (i) any event or circumstance which is within the reasonable control of either NVVN
or the Company and (ii) the following conditions, except to the extent that they are the consequences of an event of force
majeure:
(i) unavailability, late delivery, or changes in cost of the plant, machinery, equipments, materials, spare parts or
consumables for the Project;
(ii) delay in the performance of any contractor, sub-contractor or their agents;
(iii) non-performance resulting from the normal wear and tear typically experienced in power generation materials
and equipments;
(iv) strikes at the facilities of the affected party;
(v) insufficiency of finances or funds or the agreement becoming onerous to perform; and
(vi) non-performance caused by, or connected with, the affected partys:
(vii) negligent or intentional acts, errors or omissions;
(viii) failure to comply with an Indian law;
(ix) breach of, or default under the PPA
- The affected party shall give notice to the other party of any event of force majeure within 7 (Seven) days after the date on
which such party knew or should reasonably have known of the commencement of such event. If such event results in a
breakdown of communications, the party claiming shall give such notice not later than 1 (One) day after reinstatement of
communications.
- Such notice should fulfil the condition that is must contain full particulars of such event, its effect on the party claiming
relief and proposed remedial measures. Regular monthly reports on the progress of the remedial measures and any other
information as other party requests must be given by the affected party.
- The affected party shall give notice to the other party of (i) the cessation of the relevant event of force majeure: and (ii) the
cessation of the effects of such event of force majeure on the performance of its rights or obligations under the PPA, as
soon as practicable after becoming aware of each of these cessations.
- The affected party is entitled to claim relief in relation to a force majeure event in regard to its obligations. Further, as per
the terms of the PPA, if the force majeure event continues for a period of 3 (Three) months, NVVN and the Company shall
have the right to terminate the PPA.
Change in law - Change in Law means the occurrence of any of the following events after the effective date resulting into any additional
recurring/ non-recurring expenditure by the Company or any income to the Company:
(i) The enactment, coming into effect, adoption, promulgation, amendment, modification or repeal (without re-
 Heading Particulars
enactment or consolidation) in India, of any law, including rules and regulations framed pursuant to such law;
(ii) a change in the interpretation or application of any law by any Indian governmental instrumentality having the
legal power to interpret or apply such law, or any competent court of law;
(iii) the imposition of a requirement for obtaining any consents, clearances and permits which was not required earlier:
(iv) a change in the terms and conditions prescribed for obtaining any consents, clearances and permits or the inclusion
of any new terms or conditions for obtaining such consents, clearances and permits; except due to any default of
the Company;
(v) any change in tax or introduction of any tax made applicable for supply of power by the Company as per the terms
of the PPA.
- Change in law does not include
(i) any change in any withholding tax on income or dividends distributed to the shareholders of the Company,
(ii) any change on account of regulatory measures by the Appropriate Commission.
- The aggrieved party shall be required to approach the central commission for seeking approval of change in law.
Events of default and - Article 13.1 of the PPA specifies the events which would constitute an event of default on part of the Company. The events
termination constituting an event of default on part of the Company are as follows:
(i) the failure to commence supply of power to NVVN up to contracted capacity, by the end of the period specified
under the terms of the PPA; or
(ii) if the Company assigns, mortgages or charges or purports to assign, mortgage or charge any of its assets or rights
related to the Project in contravention of the provisions of the PPA;
(iii) if the Company transfers or novates any of its rights and/or obligations under the PPA, in a manner contrary to the
provisions of the PPA, except where such transfer:
is in pursuance of law, and does not affect the ability of the transferee to perform, and such transferee has the
financial capability to perform, its obligations under the PPA or
is to a transferee who assumes such obligations under the PPA and the PPA remains effective with respect to
the transferee;
(iv) if the Company becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up
proceedings and such proceedings remain uncontested for a period of 30 (Thirty) days, or if any winding up or
bankruptcy or insolvency order is passed against the Company or the Company goes into liquidation;
(v) the Company repudiates the PPA and does not rectify the breach within a period of 30 (Thirty) days from a notice
from NVVN;
Heading Particulars
(vi) the Company is in breach of any of its material obligations pursuant to the PPA, and such material breach is not
rectified by the Company within 30 (Thirty) days of receipt of first notice in this regard given by NVVN;
(vii) change in controlling shareholding before the specified time frame as specified in the PPA; and
(vii) occurrence of any other event which is specified in the PPA to be a material breach/default of the Company.
- Upon the occurrence any continuation of any event of default by the Company, NVVN shall have the right to deliver to the
Company, with a copy to the representative lenders of the Company, a notice stating its intention to terminate the PPA.
Within a period of 7 (Seven) days following the expiry of the consultation period of 60 (Sixty) days, NVVN may terminate
the PPA by giving a written termination notice of 30 (Thirty) days to the Company.
- The events of default on part of NVVN are as follows:
(i) NVVN fails to pay the monthly bill or supplementary bill for a period of 90 (Ninety) days after the due date and
the Company is unable to recover the same through the letter of credit/ default escrow agreement;
(ii) NVVN repudiates the PPA and does not rectify the breach within a period of 30 (Thirty) days from a notice from
the Company;
(iii) NVVN is in breach of any of its material obligations pursuant to the PPA, and such material breach is not rectified
by NVVN within 30 (Thirty) days of receipt of notice in this regard given by the Company;
(iv) if NVVN becomes voluntarily or involuntarily the subject of any bankruptcy or insolvency or winding up
proceedings and such proceedings remain uncontested for a period of 30 (Thirty) days, or if any winding up or
bankruptcy or insolvency order is passed against NVVN or NVVN goes into liquidation or dissolution. Provided
that it shall not constitute an event of default, where such dissolution or liquidation of NVVN or NVVN is for the
purpose of a merger, consolidation or reorganization and where the resulting entity has the financial standing to
perform its obligations under the PPA;
(v) if DISCOM is subject to any of the above defaults and NVVN does not designate another or other DISCOMs for
purchase of the bundled power; and
(vi) occurrence of any other event which is specified in the PPA to be a material breach/default of NVVN.
- Upon the occurrence any continuation of any event of default by NVVN, the Company shall be free to sell the contracted
capacity to any third party of the Companys choice.
 Heading Particulars
Indemnity - The Company shall indemnify, defend and hold NVVN harmless against:
(i) any and all third party claims against NVVN for any loss of or damage to property of such third party, or death or
injury to such third party, arising out of a breach by the Company of any of its obligations under the PPA; and
(ii) any and all losses, damages, costs and expenses including legal costs, fines, penalties and interest actually suffered
or incurred by NVVN from third party claims arising by reason of a breach by the Company of any of its obligations
under the PPA.
- NVVN shall cause the DISCOMS to indemnify, defend and hold the Company harmless against:
(i) any and all third party claims against the Company, for any loss of or damage to property of such third party, or
death or injury to such third party, arising out of a breach by DISCOMS of any of their obligations under the PPA;
and
(ii) any and all losses, damages, costs and expenses including legal costs, fines, penalties and interest actually suffered
or incurred by the Company from third party claims arising by reason of a breach by DISCOMS of any of its
obligations. NVVN shall incorporate appropriate covenants in the power sale agreement executed between
DISCOM and NVVN for the above obligations of DISCOMS. In so far as indemnity to the Company is concerned,
DISCOMS shall be the indemnifying party.
Limitation on liability - Neither the Company nor DISCOMS nor its/ their respective officers, directors, agents, employees or affiliates (or their
officers, directors, agents or employees), shall be liable or responsible to the other party or its affiliates, officers, directors,
agents, employees, successors or permitted assigns or their respective insurers for incidental, indirect or consequential
damages, connected with or resulting from performance or non-performance of the PPA, or anything done in connection
therewith, including claims in the nature of lost revenues, income or profits (other than payments expressly required and
properly due under the PPA), any increased expense of, reduction in or loss of power generation or equipment used therefore,
irrespective of whether such claims are based upon breach of warranty, tort (including negligence, whether of DISCOMS.
the Company or others), strict liability, contract, breach of statutory duty, operation of law or otherwise.
- NVVN shall have no recourse against any officer, director or shareholder of the Company or any affiliate of the Company
or any of its officers, directors or shareholders for such claims excluded under the terms of the PPA. The Company shall
have no recourse against any officer, director or shareholder of NVVN or DISCOMS or any affiliate of NVVN or any of
its officers, directors or shareholders for such claims excluded under the terms of the PPA.
Assignments and charges
- The PPA cannot be assigned by any party other than by mutual consent between the parties to be evidenced in writing.
Provided that, NVVN shall permit assignment of any of Companys rights and obligations under the PPA in favour of the
lenders to the Company, such consent shall not be withheld by the Company if NVVN seeks to transfer to any affiliate all
of its rights and obligations under the PPA. Any successors or permitted assigns identified after mutual agreement between
 Heading Particulars
the parties may be required to execute a new agreement on the same terms and conditions as are included in the PPA.
Governing law and dispute - The PPA is governed in accordance with laws of India. Any legal proceedings in respect of any matters, claims or disputes
resolution under the PPA shall be under the jurisdiction of appropriate courts in Delhi.
- Either party is entitled to raise any claim, dispute or difference of whatever nature arising under, out of or in connection with
the PPA by giving a written notice to the other party that shall contain a description of the dispute, the grounds for such
dispute and all written material in support of its claim.
- The other party shall, within 30 (Thirty) days of issue of dispute notice furnish counter-claim and defences, if any. regarding
the dispute and all written material in support of its defences and counter-claim.
- Within 30 (Thirty) days of issue of dispute notice by any party if the other Party does not furnish any counter claim or
defence within 30 (Thirty) days from the date of furnishing counter claims or defence by the other party, both the parties to
the dispute shall meet to settle such dispute amicably. If the parties fail to resolve the dispute amicably within 30 (Thirty)
days the dispute shall be referred for dispute resolution.
- Where any dispute rises from a claim made by any party for any change in or determination of the tariff or any matter related
to tariff or claims made by any party which partly or wholly relate to any change in the tariff or determination of any of such
claims could result in change in the tariff, or relates to any matter agreed to be referred to the appropriate commission, such
dispute shall be submitted to adjudication by the central commission.
Arbitration - If dispute arises for claims not covered under other terms of the PPA, such dispute shall be resolved by arbitration under
Indian Arbitration and Conciliation Act, 1996.
- The arbitration tribunal shall consist of 3 (Three) arbitrators. Each party shall appoint one arbitrator within 30 (Thirty) days
of the receipt of request for settlement of dispute by arbitration. The two appointed arbitrators shall within 30 (Thirty) days
of their appointment, appoint a third arbitrator who shall act as presiding arbitrator. In case the party fails to appoint an
arbitrator within 30 (Thirty) days from the date of receipt of request or the two appointed arbitrator fails to agree on third
arbitrator within 30 (Thirty) days of their appointment, the appointment of arbitrator, as the case may be. shall be made in
accordance with the Indian Arbitration and Conciliation Act, 1996.
- The place of arbitration shall be Delhi. The language of the arbitration shall be English.
- The arbitration tribunals award shall be substantiated in writing. The arbitration tribunal shall also decide on the costs of
the arbitration proceedings and the allocation thereof.
- The award shall be of majority decision. If there is no majority, the award will be given by the presiding arbitrator.

Stamp duty INR 100 (Rupees One Hundred)

(b) Amendment no. 1 to the PPA dated September 7, 2012

Heading Particulars
Parties The Company and NVVN
Date of Execution January 27, 2012
Power Project - The location of the site of the Project was shifted to Village Manchitiya, District Jodhpur, Rajasthan.

(c) Amendment no. 2 to the PPA dated January 5, 2015

Heading Particulars
Parties The Company and NVVN
Date of Execution January 27, 2012
Excess generation - Any energy generated in excess of the maximum capacity utilization factor limit specified in the PPA will be purchased by
NVVN at average power purchase cost rate or INR 3 (Rupees Three) per unit, whichever is lower, subject to the concerned
utilitys willingness to purchase the power. The Company can sell the solar power generation in excess of the maximum
capacity utilization factor limit to a third party through long term power purchase agreement, short term sale or through
exchange. This will, be subject to the condition that NVVN has the first charge on generation to the extent of capacity
utilization factor agreed in the PPA.
 ANNEXURE - III

DETAILS OF LOANS AND LIABILITIES

(a) Facility Agreement

Heading Particulars
Parties The Company and L&T Infra
Date The date has not been provided on the copy of the Facility Agreement provided to us.
Purpose L&T Infra agreed to lend the Company, the Facility, based on the terms and condition mentioned in the Facility Agreement
Interest The details of the interest include the following:
- Interest rate as prevalent on each disbursement date plus interest tax applicable, if any. As on the date of the Facility Agreement,
the interest rate of 15.75% (Fifteen point Seven Five percent) p.a. plus interest tax, if any is payable;
- The interest at the applicable rate shall be payable with monthly rests. The interest, costs, charges and expenses shall be
calculated on the basis of the actual number of days elapsed in a year of 365 days;
- Interest Reset Rate: L&T Infra shall have a right to reset the spread on a spreadreset date. L&T Infra shall then pay interest
at such reset rate with effect from the spread reset date;
- Additional Interest: In the case, the Company fails to obtain no-dues certificates and executes re-conveyance deeds, to enable
creation of (A) a first pari passu charge over the security interest provided in Schedule IV(I)(h) in favour of the L&T
Infra under the Facility or if such security are not created and perfected in the manner set out in the Facility Agreement
within a period of 180 (one hundred and eighty) days from the date of the first disbursement of the Facility, or (B) a
first pari passu charge over all other security interest specified in Schedule IV(I) in favour of the L&T Infra under the
Facility or if such securities are not created and perfected in the manner set out in the Facility Agreement within a
period of 45 (forty five) days from the date of the first disbursement of the Facility, additional interest at the rate of 1 %
per annum over the applicable rate , along with all applicable taxes thereon, will be charged on the total outstanding
under the Facility, with prospective effect from the date of such default in the creation or perfection of the aforesaid
securities till the creation and perfection of all such securities in the manner stipulated in the Facility Agreement.
Reimbursement of The Company is also required to pay all costs, charges, fees, and expenses including but not limited to any costs, charges, fees
expenses and expenses in connection with litigation or any other dispute resolution (except if directed otherwise by a competent
adjudicating authority in relation to the litigation or dispute resolution initiated as per the dispute resolution mechanism
set out in Clause 10 of the Facility Agreement), in any way incurred or payable by the L&T Infra in respect of or in
connection with the Facility, Facility Agreement and/or any other transaction related document. In the event the Company
fails to pay the money referred to above, L&T Infra will be at liberty (but shall not be obliged) to pay the same, and the
Company shall reimburse all such sums paid by the L&T Infra, within 15 (fifteen) business days of the date of receipt of
demand from the L&T Infra. In the event the payment is not made by the Company, the Company shall pay an interest at the
Heading Particulars
default rate calculated from the date the payments is required to be made till the date of reimbursement/payment thereof by the
Company.
Repayment - The Company shall repay the tranche A facility (INR 56,00,00,000 (Rupees Fifty Six Crores) in 174 (one hundred and seventy
four) structured monthly installments, starting from the date of first disbursement, as per the repayment schedule, on the
days specified in Schedule VII to the Facility Agreement, such that the door-to-door tenor of the tranche A Facility from the
date of execution of the Facility Agreement to the final settlement date shall not exceed 14 (fourteen) years and 6 (six)
months.
- The Company shall repay the Tranche B (INR 25,00,00,000 (Rupees Twenty Five Crores) Facility in 210 (two hundred and
ten) structured monthly installments, starting from the date of first disbursement as per the repayment schedule, on the days
specified in Schedule VII to the Facility Agreement. such that the door-to-door tenor of the Tranche B Facility from the date
of execution of the Facility Agreement to the final settlement date, shall not exceed 17 (seventeen) years and 6 (six) months.
- The Company shall not prepay any of the facilities or any portion thereof without the prior approval of the relevant lender,
other than in the manner stipulated in Facility Agreement. Such approval shall be at the sole discretion of such lender and
may be subject to conditions, including payment of prepayment premium o f 1 %
Security - Mortgage: First pari passu charge by way of mortgage/assignment of all the Companys immovable assets (including leasehold
or freehold land however excluding forest land), both present and future, together with all building and structures together
with all appurtenances thereon and there under, present and future. Based on the DD Information provided to us, we understand
that the Company has filed Form CHG-1 with the RoC in relation to creation and perfection of mortgage in accordance with
terms of the Facility Agreement. We have been provided with a copy of the Memorandum of Entry dated June 8, 2015 for
creation of mortgage wherein Mr. Krishna Kumar Maskara, the authorized signatory of the Company/mortgagor, on behalf
of the Company, delivered and deposited the original of the title deeds in respect of the mortgagors immovable properties
with Mr. Daljit Singh of GDA. We have not been provided with a copy of directors declaration, if any, filed by the director of
the Company for the same.

- Pledge: First pari passu charge by way of pledge of 100% (One Hundred percent) present and future shareholding of the
Company (free from all restrictive covenants, lien or other encumbrance under any contract. arrangement or agreement including
but not limited to any shareholders agreement, if any), together with all accretions thereon, such that L&T Infra has effective
pledge corresponding the controlling interest of the Company at all times during the term of the Facility Agreement. Based on
the DD Information provided to us, we understand that the Company has filed Form CHG-1 with the RoC in relation to the
pledge of shares in accordance with the terms of the Facility Agreement. We have been provided with a copy of the Unattested
Deed of Pledge dated November 26, 2014 executed by Vikram Solar, Mr. Gyanesh Chaudhary, Mr. Anil Chaudhary and Mr.
Hari Krishna Chaudhary in favour of GDA, the security trustee, in accordance with the terms of the Facility Agreement. We
have not been provided with a copy of the power of attorney in relation to the Unattested Deed of Pledge. As a condition
Heading Particulars
precedent to the closing of the Transaction, the Company to obtain release of the pledge on the 100% (One Hundred percent)
shareholding held in the Company.

- Hypothecation: First charge by way of hypothecation of movable assets /properties of the Company both present and future
subject to prior charge on banks on specified current assets as may be agreed in writing by L&T Infra. Based on the DD
Information provided to us, we understand that the Company has filed Form CHG-1 with the RoC in relation to hypothecation
of its movables and receivables in accordance with terms of the Facility Agreement. We have been provided with a copy of the
Deed of Hypothecation dated November 25, 2014 executed by the Company in favour of GDA, the security trustee, in
accordance with the terms of the Facility Agreement. We have not been provided with a copy of power of attorney in relation
to the aforesaid Deed of Hypothecation.

- Assignment of Contracts: Creation of security on all the rights, title, interest, benefits, claims and demands whatsoever of the
Company in, to and under the documents in relation to the Project (including but not limited to insurance policies and clearances,
power purchase agreements with state utilities & group captive customers, etc.) for the Project, contracts including but not
limited to guarantees, all as amended, varied or supplemented from time to time and on all the rights. title, interest, benefits,
claims and demands of the Company in any letter of credit (or such other security to be provided by the buyers under the terms
of the seller-buyers/sale purchase agreements), guarantee including contractor guarantees (if any), liquidated damages or
performance bond provided by any party under the Project documents and related payment back up letter of credits Based on the
DD Information provided to us, we understand that the Company has filed Form CHG-1 with the RoC in relation to the
creation of security by way of assignment of all documents related to the Project in accordance with the terms of the Facility
Agreement. We have been provided with a copy of the Deed of Hypothecation dated November 25, 2014 executed by the
Company in favour of GDA, the security trustee, in accordance with the terms of the Facility Agreement. We have not been
provided with a copy of power of attorney in relation to the Deed of Hypothecation.

- TRA Account: First pari passu charge over all the accounts of the Company including the TRA. As per the Deed of
Confirmation, the new lender, L&T Debt, is entitled to the benefits of L&T Infra, the earlier lender, under the TRA Agreement
dated December 2, 2014. We have been provided with an executed copy of the TRA Agreement, however, the same is not dated.
We have requisitioned for a dated copy of the TRA Agreement in our Requisition List.

- Personal Guarantee is given by sponsors. It means the personal guarantees dated on or about the date of the Facility
Agreement, by each of the s ponsors in favour of the s ecurity trustee in guaranteeing the obligations of the Company
under the transaction related documents. We have been provided with the copy of the Personal Guarantee No.1 dated
November 26, 2014 issued by Mr. Gyanesh Chaudhary, undated Personal Guarantee Nos. 2 and 3 issued by Mr. Hari Krishna
Chaudhary and Mr. Anil Chaudhary, all of which have been provided in favour of GDA, the security trustee.
 Heading Particulars

- Corporate Guarantee is given by Vikram Solar. We have been provided with the executed and undated copy of the Corporate
Guarantee provided by Vikram Solar in favour of GDA, the security trustee. We have requisitioned for a copy of the dated the
Corporate Guarantee in our Requisition List.
Nominee Director - The Company, shall amend its memorandum and articles of association, if required and applicable, to increase the
authorized and paid up capital, to provide for the appointment of a nominee director(s) and incorporate any other
changes as may be required by the L&T Infra.
- L&T Infra shall have a right to appoint majority of directors /nominee director in the event of a change in management
control and/ or in the event of default.
Term and Jurisdiction - In the event of any claim(s), dispute(s) or difference(s) arising directly or indirectly out of Facility Agreement, the
transaction r el at ed documents or the interpretation thereof or anything done or omitted to be done pursuant thereto or
the performance or non- performance, defaults, breaches, of the Facility Agreement or the transaction r e l a t e d
documents, such dispute(s) shall be referred as follows:

- in case of L&T Infra to whom the provisions of the Recovery of Debts Due to Banks and Financial Institutions
Act, 1993 are applicable the courts and tribunals at New Delhi, India shall have non-exclusive jurisdiction; and

- in case of L&T Infra to whom the provisions of the DRT Act are not applicable, the dispute(s) shall be referred to
arbitration of an arbitral tribunal.
Special Conditions The key special conditions as per the Facility Agreement includes the following:

- undertake any new project or business other than operating the Project, or diversification or any substantial expansion,
or engage in any new business or activities (either alone or with any other person or directly or indirectly through
affiliates), or enter into any arrangement with any other person whereby the Company's income/profits may be shared,
or make any investment (except through restricted payments) or take any assets on lease;
- change its business activity or main objects;
- enter into any contract or arrangement whereby its business or operations are managed by some other person other
than any affiliates of the promoter;
- make or permit any material changes in its management structure or its board of directors;
- augment, modernise, expand or otherwise make material change in the scope of the Project undertaken the Company;
- contract, incur or agree to any indebtedness of any manner whatsoever (save and except trade guarantees in the
normal course of business) or create any security interest in favour of any other person apart from the working capital
facility that are approved by the L&T Infra and which shall at all times be subordinate to the Facility and shall have
no recourse whatsoever to the assets related to the Project;
Heading Particulars
- prepay any indebtedness, other than to the existing lender in line with the purpose;
- make any material amendments or modifications, initiate termination proceedings or grant any waiver under any
documents related to the Project;
- create or permit any security interest in any form on any of assets or security, or dispose off or deal with in any manner
all or any of the assets other than to secure the existing lender, such security being vacated in accordance with Schedule
I V(III) of the Facility Agreement.
- provide any guarantees, indemnities or other assurances of a similar nature on behalf of any other entity, including
group entities. This provision will not apply to loans and advances made to employees or contractors/suppliers in the
ordinary course of business;
- enter into any contractual obligation of long term nature which materially affects the Company financially or which is
prejudicial to the interests of the L&T Infra;
- pay any commission, to its promoters, directors, managers or other persons for furnishing guarantees, counter
guarantees or indemnities or for undertaking any other liability in connection with any indebtedness incurred by the
Company or in connection with any other obligation undertaken for or by the Company;
- repay monies brought in by the promoter or directors or associate companies or any other person as loans, deposit,
or as share application money pending allotment and any such monies shall be subordinated to the Facility, shall not
be repaid during the currency of the Facility and may carry such interest only as may be approved by the L&T Infra;
- buy back, cancel or reduce in any manner its share capital, or issue any further share capital, or effect any change its
capital structure including its shareholding pattern, in any manner whatsoever, other than as contemplated for the
Project in the transaction related documents;
- recognise, register or permit any disposal or transfer of shares in the Companys share capital by any person (including
the Promoter), other than as permitted in the transaction related documents;
- amend/alter its MoA or AoA in any manner that would be likely to affect the performance of its obligations hereunder
and/or detrimental to the interests of the or rights of L&T Infra and/or inconsistent with undertaking the Project or
with any of the transaction related documents:
- enter into borrowing arrangements, either secured or unsecured, with any bank or financial institution, except for
meeting the working capital requirements for the Project with the prior written approval of the L&T Infra;
- issue any debentures, raise any loan accept any deposits, issue equity or preference shares, prepay any debt redeem any
preference shares, prepay promoter's/ sponsors loans, or provide any loans to the promoter or sponsors or provide any
loans to or avail any loans from any other person;
- undertake or permit any merger, de-merger, consolidation, reorganization, scheme or arrangement or compromise with
its creditors or shareholders or effect any scheme of amalgamation or reconstruction;
- change its financial year end and/or the accounting methods or policies currently being followed by the Company
(unless such change is required by law);
 Heading Particulars
- use the Facility for any illegal activities or any activities otherwise not permitted or barred under law;
- make any restricted payments out of surplus cash balance subject to the terms o f the Facility Agreement

As a condition precedent to the closing of the proposed Transaction, the Company to obtain a prior consent from the lenders in
relation to the change of control/change of shareholding, change of management, repayment of monies brought in by the
promoter, directors, associate companies or any other person as loans, deposit etc. and alteration of the MoA/AoA, if any.

Key covenants of the Company includes:

- of any circumstance or event which would, or is likely to interfere in/prevent/delay the proper implementation of the
purpose, or which may result in substantial overrun in the original estimate of costs, or of the happening of any labour
strikes, lockouts, shut-downs, fires or other similar happenings likely to have a material adverse effect on its operations,
sales and profits, along with all details/explanations/documents and any remedial measures taken by the Company, as
may be required by the L&T Infra;
- of any circumstance or event which would, or is likely to have a substantial effect on the business or profits of the
Company along with along with all details/explanations/documents and any remedial measures taken by the
Company, as may be required by the L&T Infra; and
- of any action or steps taken or legal proceedings started by or against it in any court of law for its winding-up, dissolution,
insolvency, administration or re-organisation or for the appointment of a receiver, administrator, administrative
receiver, trustee or similar officer of the Company or of any or all of its assets.
- The Company shall, at all times, comply with and maintain the following covenants at the base value adjusted DSCR (Debt
Service Coverage Ratio) which should not be not less than 1.15
- In case of any adverse deviation in the financial covenant for 2 (two) consecutive financial year, additional interest at
therate of 1% per annum, over and above the applicable rate, will be levied prospectively for the period of non-adherence,
as against the levels provided as per the terms of the Facility Agreement. The measurement of deviation shall be once in
a financial year with reference to the last annual audited statement of accounts of the Company.
- Such additional interest for non-adherence to financial parameters shall be levied for the period of non-adherence.
- In case of non-compliance with the financial covenant for 2 (two) consecutive financial Year, the lenders shall be entitled
to treat the same as an event of default and/or ask for additional security towards the facilities, at their sole discretion.
- The Companys compliance for the financial covenant as on the test date shall be determined by the lenders in accordance
with the audited financial statements provided by the Company to the lenders for such financial year.
Events of Default The key events of default includes the following:
 Heading Particulars
- If the Company f ails to pay the secured obligations on the dates and in the manner stipulated in Facility Agreement,
whether demanded or not.
- If the Company fails or neglects to observe, comply or perform or commits or allows to be committed a breach of
any of the terms, conditions. provisions or stipulations as per the Facility Agreement or related documents on its part
to be observed and performed and if such breach is remediable, fails to remedy the same within 14 (fourteen) days
of notice by a lender specifying such default and requiring such default to be remedied.
- If the Project and the a ssets have not been kept adequately insured or the security in respect of the Project is not
maintained adequately by the Company or the insurance depreciate in value to such an extent that such depreciation in
value could in the opinion of a lender, have a material adverse effect.
- If the Company voluntarily suspends, ceases or threatens to suspend or cease all or any substantial portion of its
operations, business, or abandons the business or the Project, or if any or a substantial part of its assets, the Project or
business are damaged or destroyed.
- If any of the permits, certificates, licenses, clearances, rights or privileges required for the conduct of the business and
operations of the Company shall be revoked, cancelled or otherwise terminated, or the free and continued use and
exercise thereof curtailed or prevented and the same is not cured within 30 (thirty) days.
- An event of default howsoever described occurs under any agreement or document relating to any indebtedness of the
Company.

In case of event of default lenders or such other person in favour of whom such security or any part thereof is created
shall have inter alia, the rights including the following:

- to enforce any/all securities provided to the lenders in terms of the Facility Agreement and the other transaction
related documents; and/or
- to enter upon and take possession of deploy, dispose off, transfer any/all assets and/or security, as may be applicable
by way of lease, leave and licence, sale or otherwise; and
- to exercise of any other rights/remedies available to the lenders under applicable law.
Signed by all the parties Yes
Stamp duty Stamp INR 150 (Rupees One Hundred and Fifty).
(b) Amendment Agreement to the Facility Agreement

Heading Particulars
Parties The Company and L&T Infra and TataCT and L&T Debt (As L&T IDF) and GDA
Date June 7, 2016
Purpose To amend the terms of the Facility Agreement.

Details The Amendment Agreement amends the Facility Agreement by modifying certain definitions thereunder pertaining to applicable
interest rate and transaction documents and including new definitions thereunder pertaining to the loans from TataCT and L&T
Debt in addition to the Facility already being provided under the Facility Agreement. The Amendment Agreement also provides
separate provisions for voluntary prepayment of the Facility to L&T Infra and the novated loan to L&T Debt.

Further, the existing Part B of Schedule I and existing Schedule II to the Facility Agreement shall be amended and replaced by
Amendment Agreement.
Signed by All Parties Yes

Stamp Duty INR 100 (Rupees One Hundred)

(c) Deed of Accession

Heading Particulars
Parties L&T Debt, the new lender and Company and GDA (as security trustee).

Details The Deed of Accession made and issued on November 27, 2015 by L&T Debt, in favour of Company, GDA and L&T Infra (the
Beneficiaries) and all persons and corporations who are or subsequently have become party or will become party to the security
trustee agreement dated November 25, 2014 in accordance with the terms and conditions provided in the same.
Accession of a Lender - Pursuant to Clause 10.6 of the Security Trustee Agreement, upon the execution of the Deed of Accession, L&T Debt hereby
covenants and agrees with each of the Beneficiaries that it shall, to the extent applicable to it as a lender in respect of its loans of
Tranche A Facility INR 27,03,28,332 (Rupees Twenty Seven Crore Three Lakh Twenty Eight Thousand Three Hundred and
Thirty Two) and Tranche B Facility INR 24,48,73,340 (Rupees Twenty Four Crore Forty Eight Lakh Seventy Three Thousand
 Heading Particulars
Three Hundred and Forty) be entitled to all the rights and benefits and be bound by and comply with all the obligations expressed
to be assumed by it as a lender under the Security Trustee Agreement with effect from the date of accession.
- L&T Debt represents that it has become a lender and its accession has been accepted and confirmed by the parties to the Facility
Agreement.
Details/Amount of Rupee Aggregate rupee facility of INR 51,52,01,672 (Rupees Fifty One Crore Fifty Two Lakh One Thousand Six Hundred and Seventy
Term Loan Facility Two) divided into (a) Tranche A Facility of INR 27,03,28,332 (Rupees Twenty Seven Crore Three Lakh Twenty Eight Thousand
(Part B of Schedule I to Three Hundred and Thirty Two); and (b) Tranche B Facility of INR 24,48,73,340/ (Rupees Twenty Four Crore Forty Eight Lakh
the Security Trustee Seventy Three Thousand Three Hundred and Forty) already disbursed to the Company, to be transferred.
Agreement)
Signed by all parties Yes

Stamp Duty INR 100 (Rupees One Hundred)

(d) Deed of Confirmation to the Trust and Retention Account Agreement.

Heading Particulars
Parties Kotak (as the Account Bank) and GDA (on behalf of all lenders) and L&T Debt (as new lender)

Date November 27, 2015.

Details - The TRA agreement dated December 2, 2014 entered into between the Company Kotak and L&T Infra has been referred to and
further reference has been made to the Deed of Accession dated November 27, 2015 executed under the Security Trustee
Agreement dated December 2, 2014 executed amongst the borrower, the lender and the security trustee, pursuant to which L&T
Infra is entitled to the benefits of the Security Trustee Agreement as per the terms thereof.
- Accordingly, the benefits of the agreement including the beneficial interest in the trust created shall extend in the favor of L&T
Debt as a lender and shall be entitled to all benefits of the agreement in accordance with its terms as if the agreement had originally
been executed in favor of L&T Infra as a lender.
Signed by all parties Yes

Stamp Duty INR 100 (Rupees One Hundred)

(e) Novation Agreement

Heading Particulars

Parties L&T Infra (as the existing lender) and L&T Debt (as the new lender)

Date November 27, 2015.

Details - L&T Infra is a lender under the Facility Agreement executed amongst the Company and L&T Infra, wherein L&T Infra has agreed
to extend to the, a rupee term loan facility, consisting of a Tranche A Facility of INR 56,00,00,000 (Rupees Fifty Six Crores) and
a Tranche B Facility of INR. 25,00,00,000 (Rupees Twenty Five Crore) collectively aggregating to an amount of INR
81,00,00,000 (Rupees Eight One Crore) for the purpose as identified in the Facility Agreement and L&T Infra proposes and L&T
Debt has agreed to novate and transfer the interests, rights and obligations of L&T Infra under the Facility Agreement and the
transaction related documents to the L&T Debt.
Amount to be Novated The amount of lenders Tranche A facility already disbursed to the Company, to be transferred is INR 27,03,28,332 (Rupees Twenty
Seven Crore Three Lakh Twenty Eight Thousand Three Hundred and Thirty Two); and the amount of the lenders Tranche B facility
already disbursed to the Company, to be transferred is INR 24,48,73,340 (Rupees Twenty Four Crore Forty Eight Lakh Seventy
Three Thousand Three Hundred and Forty).
Governing Law Laws of India.

Signed by all parties Yes

Stamp Duty INR 1,00,300 (Rupees One Lakh Three Hundred

(f) Bank Guarantee by PNB

Heading Particulars

Parties Company and PNB

Guarantee No. and Date Bank Guarantee No. 0573ILG001712, Dated January 20, 2012

Details - The liability under the guarantee is restricted to INR 5,54, 54,000 (Rupees Five Crores Fifty Four Lakh Fifty Four Thousand).
 Heading Particulars

- The guarantee shall remain in force until May 26, 2013 and NVVN shall be entitled to invoke the guarantee till May 26, 2013.
- PNB hereby agrees and acknowledges that NVVN shall have a right to invoke the guarantee in part or in full, as it may deem fit.
- The guarantee shall not be effected in any manner by reason of merger, amalgamation or any other change in the constitution of
the bank.
- The guarantee shall be primary obligation of the guarantor bank and accordingly NVVN shall not be obliged before enforcing
theguarantee to take any action in any court or arbitral proceedings against the selected solar power developer/ Project company,
to make any claim against or any demand on the selected solar power developer/ Project company or to give any notice to the
selected solar power developer/ Project company or to enforce any security held by NVVN or to exercise, levy or enforce any
distress, diligence or other process against the selected .solar power developer/ Project company.
Signed by Executed by PNB

Stamp Duty INR 100 (Rupees One Hundred)

(g) Bank Guarantee by HDFC

Headings Particulars
Parties Company and HDFC
Guarantee No. and Date Bank Guarantee 003GT02120230020; Dated: January 23, 2012
Details The key terms of bank aforesaid Bank Guarantee includes:
- Liability under the guarantee is restricted to INR 11,10,00,000 (Rupees Eleven Crore Ten Lakh).
- Guarantee shall remain in force until May 26, 2013. NVNN shall be entitled to invoke the guarantee till May 26, 2013
- Guarantor bank agreed and acknowledged that the NVNN shall have a right to invoke the bank guarantee in part or full, as it may
deem fit.
- Guarantee shall not be affected in any manner by reason of merger, amalgamation, restructuring or any other change in the
constitution of the bank.
- Guarantee shall be a primary obligation of the bank and accordingly NVVN shall not be obliged before enforcing the bank
guarantee to take any action in any court or arbitral proceedings against the Company, to make any claim against or to give any
notice to the Company.
Stamp duty INR 100 (Rupees One Hundred)
Signed by Executed by HDFC
(h) Bank Guarantee by HDFC

Headings Particulars
Parties Company and HDFC
Guarantee No. and Date Bank Guarantee 003GT02120230021; Dated: January 23, 2012
Details The key terms of bank aforesaid Bank Guarantee includes:
- Liability under the guarantee is restricted to INR 11,10,00,000(Rupees Eleven Crore Ten Lakh).
- Guarantee shall remain in force until May 26, 2013. NVNN shall be entitled to invoke the guarantee till May 26, 2013
- Guarantor bank agrees and acknowledges that the NVNN shall have a right to invoke the bank guarantee in part or full, as
it may deem fit.
- Guarantee shall not be affected in any manner by reason of merger, amalgamation, restructuring or any other change in the
constitution of the bank.
- Guarantee shall be a primary obligation of the bank and accordingly NVVN shall not be obliged before enforcing the bank
guarantee to take any action in any court or arbitral proceedings against the Company, to make any claim against or to give
any notice to the Company.
Stamp Duty INR 100 (Rupees One Hundred)
Signed by Executed by HDFC

(i) Deed of pledge

Heading Particulars
Parties Vikram Financial Services Limited (hereinafter referred to as "Obligor I"), Mr. Anil Chaudhary (herein referred to as the
"Obligor 2''), Mr. Gyanesii Chaudhary (hereinafter referred as the Obligator 3), Mr. Hari Krishna Chaudhary (hereinafter
referred as the Obligor 4) and GDA.
Date November 26, 2014
Purpose L&T Infra have at the request of the Company, agreed to provide a loan of INR 81,00.00.000 (Rupees Eight One Crores), based on
terms and conditions in the Facility Agreement and to secure the same the aforesaid deed of pledge has been executed.
Details The Company's obligation to pay, repay or reimburse, as the case may be, the principal amounts of the Facility, interest,
additional interest, premium on prepayment, all costs, charges and expenses and other monies owing by, and all other present
and future obligations and liabilities of the Company to L&T under the aforesaid Deed of Pledge. (DOP)

Pledge
- As security for the due payment, repayment and discharge of the secured obligations, and obligations of the Obligors under the
DOP, when due, each Obligor does hereby pledge the securities held by it in favour of GDA.
- Each Obligor hereby agrees and confirms that any accretions to the securities which have been pledged hereunder, including
by way of bonus or rights entitlements, and/or any other benefits/entitlements from time to time accruing in respect of the
said securities and with GDA at all times during the term of the DOP. The said additional securities shall be deemed to form
part of the said securities, and the terms and conditions of the DOP shall mutatis mutandis apply to such accretions/ additional
securities.

Obligor's Covenants

- Subject to the terms of the DOP, none of the Obligors shall during the continuance of the DOP, further pledge or otherwise
charge, encumber, create any third party rights/lien on, or permit the creation of any encumbrance/third party rights/ lien on
or dispose of or deal with any of the said Securities for the time being subject to or intended to be the subject of the charge.
- The Obligors shall not, at any time during the continuance of the security created hereunder, make any attempt to stop the
transfer of the said securities in the name of GDA/ any other person(s), in the event of GDA enforcing its rights under the
DOP and/or the other transaction documents.
 - The Obligors shall ensure that all income/dividends/distributions in respect of the said s ecurities are paid directly to the
GDA, and may be retained by them as part of the Securities and/or applied towards payment of the secured obligation.
GDA is authorized at its sole discretion, to collect, receive and recover any income/dividend/distributions and/or any other
amounts/benefits relating to the said securities and appropriate the same, at its sole discretion, towards the secured obligations,
and to give full receipts and complete discharge of the amounts so collected, received or recovered on behalf of the Obligors.

Events of Default

- Without prejudice to any other rights and remedies available to GDA, on the occurrence of any event of default GDA
may, upon giving three (3) days prior notice to each Obligor (which notice the Obligors agree and confirm to be a
reasonable period of notice), at the cost of the Obligors, sell, assign or otherwise deal with and dispose of all or any part
of the securities and sell or dispose of all or any part of the collateral in such manner and at such price(s) as GDA may
deem fit, whether by private sale or public auction or otherwise. And the recipient, transferee or assignee of the said
s ecurities shall hold the same absolutely, free from any claim or right of whatsoever kind by the Obligors or any other
person.

Indemnity
- The Obligors jointly and severally, agree to indemnify and hold harmless GDA from and against all suits, proceedings costs,
charges, claims and demands whatsoever, that may at any time arise or be brought or made by any persons against GDA in
respect of any act, matters and things lawfully done or caused by GDA in connection with the said securities or in pursuance
of the rights and powers of GDA or in connection with any matter under the DOP.

Stamp Duty INR 150 (Rupees One Hundred Fifty)

Signed by all the parties Yes

(j) Deed of Hypothecation

Headings Particulars
Parties The Company and GDA
Date November 25, 2014
Purpose The lenders have agreed to provide the Company, rupee term loan facilities to an amount of INR 81,00,00,000(Rupees Eighty One
Crores) on the terms and conditions contained in the Facility Agreement and to secure the same, the aforesaid deed of hypothecation
has been executed.
Terms - The Company, the lenders and GDA, have entered into a security trustee agreement dated on or about the date of the deed
wherein GDA has been appointed as the security trustee acting for the benefit of the lenders, to hold the security interest
created by the C o m p a n y .
- The Company's obligation to pay, repay or reimburse, as the case may be, the principal amounts of the Facility, interest,
additional interest, premium on prepayment, all costs, charges and expenses are required to be secured by a charge on the
assets of the Company in favor of GDA (acting on behalf of the lenders), on and from date of completion of the following:
The repayment of all outstanding amounts due to the exiting lenders,
Receipt of a no-dues certificate from such existing lenders, and
The release of charge created in favor of the existing lenders over the hypothecated assets.

- The Company proposes to hypothecate its assets in favour of GDA on and from the effective date till the final settlement date,
and is desirous of recording the terms and conditions of such hypothecation in the aforementioned deed.
- The Company hypothecate, charge and assure unto GDA, the hypothecated assets as follows, on and from the effective date:
Current Assets
Movable Properties
Rights under Project Documents
Accounts of Project
Receivables
Rights under insurance policies
Intangible assets
- The Company ensures and confirms that the charge created shall be first ranking charge and ensure that the security over the
hypothecated assets shall at all times be maintained as may be stipulated. It also declared that the assets are and will at all times
be the property of the Company.
- The Company shall not permit any attachment or distress affecting the hypothecated assets or any part thereof nor do anything
which would prejudice the security created under these presents.
- Hypothecated assets shall be treated as moveable property and not as immoveable property. Company at their expense should
keep the assets in good and marketable conditions.
 Headings Particulars
- Company shall pay all rents, taxes and outgoings, on the immovable property including but not limited to the P r o j e c t s ite
of the Company or used by the Company or in respect of any immoveable property, in or on which the hypothecated assets
may, for the time being, be lying and/ or stored.
- In the event of occurrence of an Event of Default and/or any breach or default by the Company in the performance of their
obligations hereunder, or in the event of the charge on the hypothecated assets having become enforceable for any reason
whatsoever, to exercise all such rights and remedies available to GDA in respect of the hypothecated assets.
Stamp Duty INR 150 (Rupees One Hundred Fifty)
Signed by Yes

(k) Security Trustee Agreement

Heading Particulars
Parties The Company, L&T Infra and GDA
Date Undated but executed
Purpose Appointment of GDA as the security trustee for L&T Infra, in order to hold the security interest created under the transaction
documents for the benefit of L&T Infra.
Nature of security Continuing.
Appointment of Security - Trust Property: The Company to settle in trust with the security trustee, a sum INR 1000 (Rupees One Thousand) as well
Trustee as create security in favour of the security trustee for the benefit of L&T Infra.
- The security trustee to hold upon trust the security for irrevocable and unconditional discharge of the secured obligations of
the Company, including all rights, title, benefit and interests under or pursuant to the security documents and all sums
received by it under the Security Trustee Agreement and other security documents, and monies received by it out of, whether
prior to or as a result of the enforcement of any security, or the exercise of any rights or remedies under the transaction
documents.
- The lenders have no legal title to any part of the secured property, provided that the lenders shall have a beneficial interest
in the secured property to the extent that the security has been created over such secured property to secure the secured
obligations owed to them by the Company.
- Delegation: Security trustee may act through its personnel and agents and may with the lenders prior written consent,
delegate by power of attorney or otherwise to any person/persons/fluctuating body of persons (whether being a joint trustee
or not) all or any of the trusts, powers and authorities vested in it by the Security Trustee Agreement or any other transaction
document. The security trustee and the lenders may appoint any person who is a bank, financial institution or body corporate,
 Heading Particulars
authorised under applicable law, to act as co-trustee jointly with the security trustee or as separate trustees of all or any part
of the security documents, and to vest in such persons, in such capacity, such title to the security documents and such
rights/duties as may be necessary, all for such period and under such terms and conditions as are satisfactory to the security
trustee and the lenders. In case of any disqualification/legal incapacity of the security trustee to step into the role of the co-
trustee/separate trustees on their removal or resignation, then the lenders shall nominate one of them to perform all the rights
and duties of such co-trustee/separate trustees.
- Any sale or other conveyance of the right, title and interest in any part of the secured property or any assignment of rights
under the security documents by the security trustee, shall bind the lenders and the Company and shall be effective, to the
extent of any such sale, conveyance or assignment.
- With respect to action, inactions, commissions or omissions on the part of security trustee under the Security Trustee
Agreement, the security trustee shall be liable only in case of gross negligence, willful misconduct or fraud as finally
determined by court of competent jurisdiction.
- The Company shall at all times continue to perform all of its obligations (whether financial performance or otherwise) under
the transaction documents.
- A certificate of the security trustee, based on the certificate issued by the lenders setting out the amounts due and payable to
the lenders by the Company pursuant to the transaction documents, shall in the absence of manifest or proven error be
conclusive evidence of such amounts.
Authority of Security - Accept, manage and administer the secured property and to perform all such acts, deeds and things which the security trustee
Trustee may from time to time deem necessary or appropriate for or incidental to the management and administration of the secured
property.
- Take all relevant actions (or refrain from taking any, as the case may be) to preserve the security as and where necessary to
do so and to refrain from any acts and avoid any omissions which might prejudice the value or the validity of the security.
- Enforce and foreclose the security or any part thereof and to perform all such acts, deeds and things which the security
trustee may from time to time deem necessary or appropriate for or incidental to such enforcement and foreclosure of the
security or any part thereof.
Distribution - The security trustee shall hold upon trust all monies received by it in respect of the secured property or any part thereof
arising on any account whatsoever and distribute or apply the same in accordance with the instructions of the lenders.
Duties of Security - The Security Trustee shall not do any act, deed or thing which is prejudicial or detrimental to the interest of the lenders or
Trustee is not for the benefit of the lenders.
 Heading Particulars
- Execute and deliver such security documents as are required to be executed by the security trustee, to keep in its custody
documents, deeds and writings relating to the properties secured in favour of the security trustee and do any other act
necessary for creation and perfection of the security under the security documents.
- Execute and deliver all other documents, agreements, instruments and certificates and do all other actions as are required to
be executed and/or done by the security trustee.
- Unless required for enforcement action, keep in its custody and hold all the original transaction documents including security
documents or any other documents in connection with the secured property for the benefit of the lenders and shall produce
the same when required by the lenders. The security trustee may, at the cost of the Company, allow any bank or other
institution providing safe custody services or any professional provider of custody services to retain any of those documents
in its possession.
- Ensure that the particulars of the security created in its favour by the Company are duly filed by the Company with the
concerned ROC and any other authority under applicable law for registration within the prescribed time limit and obtain
satisfactory evidence and proof of such registration and preserve the same.
- If so instructed by the lenders and at the cost of the company, obtain insurance on the project or effect or maintain any such
insurance, and receive and forward to the lenders copies of any notices, policies, certificates or binders furnished to the
security trustee.
- If so instructed by the lenders, inspect the Project/Project site, or any other location where the security is placed.
- If so instructed by the lenders, conduct either by itself or through a legal counsel, title investigation of the secured property
and examine any deficiency in the title of the secured property or any part thereof unless the lenders have agreed in writing
to such deficiency. In carrying out the investigation, the security trustee may engage such advocates as may be necessary,
the costs of which shall be borne by the Company.
- Execute all necessary releases of the security or any part thereof in relation to the disposal or substitution, temporarily or
permanently, of any property, right, benefit or interest, which is permitted under or consented to in accordance with the
transaction documents.
Actions prohibited - The security trustee shall not be required to take or refrain from taking any action under the Security Trustee
Agreement or the transaction documents if the security trustee reasonably determines that such action is likely to result
in personal liability, unless, upon request of the security trustee, the security trustee shall have been indemnified by the
Company, in a manner and form satisfactory to the security trustee, against any such liability, fees, cost or expense
(including attorneys' fees and expenses) which may be incurred or charged in connection therewith.
- The security trustee shall not be required to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or under the other transaction documents or in the exercise of any of its
 Heading Particulars
rights or powers where the security trustee shall determine, or shall have been advised by counsel, that repayment of
such funds or adequate indemnity against such risk or liability is not assured to it or is contrary to the terms and
provisions hereof or of any document contemplated hereby to which the security trustee is a party or is otherwise contrary
to applicable law. Provided that the security trustee may require the Company by a written notice to provide as an advance
against an invoice for identified expenses for filing of charge or otherwise and costs, charges and expenses required
to be incurred in performance of its duties under the Security Trustee Agreement.
- The security trustee shall, only with the prior written instruction of the lenders, initiate any action or enforcement of the
security under the Security Trustee Agreement or any other security document.
Acceptance of Trust & The security trustee shall be answerable to or accountable to the lenders for any loss in relation to the security or any part thereof
Liability or any rights in respect thereto only under circumstances arising out of its gross misconduct, willful default. negligence, fraud,
breach of and/or a failure to comply with the terms and conditions of the transaction documents or written instructions of the
lenders.
Companys - The Company shall perform all its obligations contained in the transaction documents until the final settlement date,
Undertakings including its obligations to make payments of all amounts required to be paid by it to any person under the transaction
documents. In addition to the above, the Company agrees with the security trustee that, throughout the continuance of the
Security Trustee Agreement and so long as any secured obligations remain outstanding, the Company will punctually pay,
or ensure payment of, all rents, rates, taxes and outgoings in connection with any part of secured property so as to keep
the same free from any other security interest, other than that permitted under the transaction documents.
- If at any time hereafter, any stamp authority or other appropriate authority shall levy or require payment of
any stamp duty/differential stamp duty, interest or penalty or any other amount in the nature of stamp duty and/or
registration charges on the transaction documents and/or security documents, the Company shall subject to its right to
file an appeal or an application seeking review, revision or representation challenging the levy or demand of any
such stamp duty or differential stamp duty or penalty, pay, pay to such authority the amount of stamp duty/differential
stamp duty/interest/penalty or any other amount in the nature of stamp duty so claimed in respect of the transaction
documents/security documents;
- If the Company does not succeed in its appeal or application seeking review, revision or representation challenging the
levy or demand of any such stamp duty or differential stamp duty or penalty, the Company shall be obliged to pay to the
authority all such claims of differential stamp duty and penalty. In case the Company fails to do so, the lenders/ security
trustee shall have a right to pay the differential stamp duty and penalty and seek a reimbursement of the said amounts from
the Company, subject to the lenders/security trustee sharing certified copies of the receipts evidencing payment of
stamp duty and other charges in connection with the stamping and registration of the security documents.
 Heading Particulars
- The provisions of the Security Trustee Agreement shall remain in force till the entire principal amount of the facility
together with interest and all other secured obligations payable in respect thereof shall be paid oft to the lenders in
full and the confirmation of nil outstanding or no dues certificate has been issued to that effect by the respective lenders
to the security trustee ("final settlement date").
Compensation & - The Company agrees to reimburse to the security trustee any costs, charges and expenses incurred by the security trustee in
Expenses the exercise by the security trustee of the rights, powers and duties as per the terms of the Security Trustee Agreement.
- The Company hereby agrees to indemnify the security trustee in respect of all liability and reasonable expenses incurred by
it and every receiver, attorney. manager, agent or other person appointed by it in the execution or purported execution of the
powers and trusts of the security trustee.
- The Company shall, from time to time, and forthwith, on demand and any without dispute, pay to the security trustee all
costs and expenses actually incurred by it:(a) in connection with the preservation, protection and maintenance of the secured
property or any part thereof and/ or the enforcement of, or the preservation of. any rights under, any security document; (b)
in investigating any event of default or any event which the security trustee believes in good faith either with the lapse of
time or giving of notice or both would become an event of default;(c) in the collection of any amounts due under the relevant
transaction documents; or (d) in releasing or re-assigning the security, secured property, or any part thereof.
- The Company is liable to pay annual fees and all all out of pocket, legal, travelling and other costs, charges and expenses to
security trustee for services performed by it under the Security Trustee Agreement.
Termination - The Security Trustee Agreement shall terminate after the final settlement date, being the date on which all secured
obligations have been paid/repaid/discharged in full to the lenders, to the satisfaction of the lenders.
- The Security Trustee Agreement shall terminate upon the election of the lenders to terminate the Security Trustee Agreement
by giving not less than 30 (Thirty) days prior written notice to the security trustee and the Company. Upon such election,
the lenders or their assignee shall assume all the rights and obligations of the security trustee under or as contemplated
by the transaction documents and all other obligations of the security trustee hereunder.
Successor Security - The security trustee may resign by giving not less than 30 (Thirty) days' prior written notice to the lenders and the
Trustee Company, in which case the lenders may appoint a successor to the security trustee in consultation with the Company.
- The retiring security trustee shall at the cost and expense of Company, make available to the successor security trustee such
documents and records, execute all such documents, do all such actions and provide such assistance as the successor security
trustee and/ or the lenders may request for the purposes of allowing the successor security trustee to perform its functions
as the security trustee under the Security Trustee Agreement.
Performance by Lender Any duty/obligation of security trustee under the Security Trustee Agreement or any security document or other agreement, may
be performed by lender and the same shall not constitute revocation of trust created herein.
 Heading Particulars
Dispute Resolution No express provision.
Governing Law Laws of India. Courts and tribunals at New Delhi, India. Lenders and security trustee can bring any action, suit, etc. in any other
court.
Signed by all parties Yes.

Stamp Duty INR 150 (Rupees One Hundred and Fifty)

(l) TRA Agreement

Heading Particulars
Parties The Company, Kotak, L&T Infra and GDA
Date Undated but executed
Purpose To create accounts with Kotak as the account bank in order to manage cash flows related to the Project.
Accounts - The Company and the account bank have established the following Rupee denominated accounts (a) LVPL operational
account, (b) LVPL O&M expenses sub-account; (c) LVPL debt service payment sub-account; (d) LVPL debt service reserve
sub-account; (e) LVPL surplus sub-account; (f) LVPL distribution sub-account. The Company is required to complete,
execute and deliver to the account bank, all such documents and writings required by the account bank to open, operate and
maintain the TRA.
- The account bank shall provide to the lenders and the lenders agents and to the security trustee, the details of the account
numbers, and signatory details of each of the accounts specified above, within 3 (Three) business days of the date of the
TRA Agreement. The Company covenants and undertakes that it shall, at all times until the final settlement date, maintain
the accounts in its name.
Declaration of Trust The Company to settle in trust with the account bank, a sum INR 1000 (Rupees One Thousand) as well as create security in
favour of the account bank for the benefit of L&T Infra.
Maintenance of Accounts - The account bank shall maintain the TRA in accordance with the terms of the TRA Agreement and its usual practices and
applicable regulations.
- The account bank shall not make any transfer or withdrawal other than in accordance with the TRA Agreement, unless the
Company has delivered evidence or the prior written consent of the lenders or the lenders agent.
 Heading Particulars
- On and from the date of first disbursement, all project proceeds shall be deposited and withdrawn forthwith by the account
bank to and from the account(s) at the time and in the manner required by the TRA agreement. It is hereby clarified that all
project proceeds and other amounts in the account are charged by the way of hypothecation under the deed of hypothecation
made by the Company in favor of the security trustee acting on the behalf of the lenders to secure the secured obligations.
- The debt service payment sub-account has been established in the name of the Company.
- The Company shall withdraw from the O&M expenses sub-account to pay an amount up to the O&M costs for the month
or otherwise as provided under the operating budget.
- The account bank shall withdraw money from the debt service reserve sub-account in the for meeting any short fall in the
balance of the debt service payment.
- On receipt of a notice of an event of default from the Company, the lenders or the security trustee, the account bank shall
realize the permitted investments if the same are lying with the account bank, whether such investments have matured or
not and apply the proceeds as directed by the lenders.
- If any finance company or the Company notifies the account bank that an event of default has occurred, and is continuing,
then until such time as the lenders have notified the account bank that the event of default has been cured or waived under
the relevant transaction document, the account bank shall act only on the instructions or the lenders and make withdrawal
from the accounts in accordance with the instruction of the lenders.
Indemnity The Company is liable to indemnify the account bank, for any losses, damages, etc. incurred by the account bank as a result of
carrying out its duties under the TRA Agreement or any of the transaction documents. This liability shall survive the satisfaction,
discharge or other termination of the TRA Agreement and resignation/removal of the account bank.
Term & Termination The TRA Agreement shall remain in full force and effect until the final settlement date, unless terminated earlier by the mutual
consent of the parties or by written notice from the secured parties to the account bank shall close the TRA upon receipt of the
prior written notice from the lenders/lenders agent. The account bank shall stand discharged of its obligation under, the terms
of the TRA Agreement upon the occurrence of the final settlement date.
Charges The Company shall pay all the usual and customary service charges. transfer fees, account maintenance. account acceptance,
settlement, investigation, funds transfer and any other charges as are levied by the account bank as mutually agreed and
such other out of pocket expenses as are claimed by the account bank in connect ion with the TRA. In addition the Company
has agreed to pay to the account bank a one-time service charge plus any service tax applicable on such service charge as
may be mutually agreed between the Parties.
Dispute Resolution No express provision.
Governing Law Laws of India. Courts and tribunals at New Delhi, India. Secured parties can bring any action, suit, etc. in any other court.
 Heading Particulars
Signed by all parties Yes.

Stamp Duty INR 100 (Rupees One Hundred), but the stamp duty paid is inadequate.

(m) Substitution Agreement

Heading Particulars
Parties The Company, the account bank, L&T Infra and GDA
Date Undated but executed
Purpose The parties thereto have agreed that L&T Infra shall, without prejudice to any other rights/remedies available to it under law or
the transaction documents, have the rights to substitute the Company in the Project as per terms of the Substitution Agreement.
Terms - L&T Infra has the right to take the following actions against the Company after serving a termination notice on the Company
upon the occurrence of an event of default (i) Substitute the Company in the Project documents, with a person proposed
by L&T Infra and approved by NVVN in accordance with the Project documents, for the balance period/term under the
PPA/Project documents, upon the happening of an event of default as defined under the Facility Agreement; and (ii) Enter
upon and takeover the Project site/Project and take all such necessary steps for continued operation and maintenance of the
Project including servicing of secured obligations (i.e. pay/repay amounts under the Facility, etc.) of the Company. The
Company has waived its right to object to/challenge L&T Infras actions pursuant to the Substitution Agreement and
shall have no right/remedy to prevent or obstruct the same.
- The Company has agreed to co-operate with the rights of lenders and lenders agents as mentioned in the Substitution
Agreement.
- If the Company fails to take any action or make any payment or take any action required in the terms of the Project document,
the security trustee may perform or make the same in the manner as it deems necessary to protect its interests. It may also
include appearing in or defending any action or proceeding which in its opinion is likely to affect the security, rights, powers
of the Company or security trustee in respect of the Project document.
- The Company shall remain liable under the Project document and shall perform all obligations in accordance with the terms.
The Company shall pay all costs and expenses (including legal costs) incurred by the security trustee and the lenders in any
such matter.
 Heading Particulars
- Further, upon the occurrence of an event of default as aforesaid, GDA, as the security trustee, has the right to assign, transfer
and convey to itself or any other person, all of the Companys right, title and interest in and to the Project documents,
including present and future rights, etc. The aforesaid right has been granted to the security trustee as an additional collateral
to secure the Companys performance of its obligations under the Facility Agreement and other transaction documents. Any
failure by the security trustee to exercise any right hereunder shall not be deemed as a waiver unless so agreed in writing by
the security trustee.
- The Company is required, under the Substitution Agreement, to indemnify L&T Infra against any losses, damages, etc.
arising out of non-performance/non-observance of any undertakings on the Companys part under the Substitution
Agreement and the Company shall continue to be liable for its secured obligations under the transaction documents. The
Company is further required to indemnify the security trustee against any losses, damages, etc. arising out of any action
taken by the security trustee pursuant to the Substitution Agreement.
Dispute Resolution No express provision.
Governing Law Laws of India.
Signed by all parties Yes.

Stamp Duty INR 150 (Rupees One Hundred and Fifty)

(n) Personal Guarantee

Mr. Gyanesh Chaudhary, Mr. Hari Krishna Chaudhary and Mr. Anil Chaudhary, directors have each given a Personal Guarantee, all in favour of GDA, in terms
of the Facility Agreement. The general and common terms of the said guarantees, are broadly the same and have been detailed below:

Heading Particulars
Guarantor Mr. Gyanesh Chaudhary, Mr. Hari Krishna Chaudhary and Mr. Anil Chaudhary
Beneficiary GDA
Date All undated but executed except Personal Guarantee of Mr. Gyanesh Chaudhary, which is dated November 26, 2014

Purpose Provision of guarantee in favour of GDA to secure the outstandings under the Facility Agreement.

Nature of Guarantee Continuing, unconditional and irrevocable.

 Heading Particulars
Terms and conditions - Company shall punctually and duly perform all obligations in terms of Facility Agreement and in event of any default, upon
(PG) a written demand by the security trustee; the guarantor shall pay the amount.
- Security trustee and the lender shall be at liberty to vary, alter or modify the terms and conditions of Facility Agreement and
to exercise any power to enforce payment of secured obligations.
- The guarantee shall be irrevocable; it may be invoked by security trustee in parts without affecting the rights. The guarantor
shall furnish a net worth certificate from a chartered accountant within 180 (One Hundred and Eighty) days from the end of
each financial year.
- The liability of the guarantor shall not be affected by change in constitution, change in management, acquisition or change
in status of the guarantor.
- The guarantor shall not in the event of the liquidation of the Company prove any of its debts or claims in competition with
the security trustee and/or the lenders in the liquidation proceedings. The guarantor hereby agrees that all sums paid by him
under the personal guarantee shall in all respects be fully subordinated to the debt owed by the Company to the lenders.
Dispute Resolution Debt Recovery Tribunal or arbitration by arbitral tribunal of 3 (Three) arbitrators under Arbitration & Conciliation Act, 1996,
as applicable. Place of arbitration is Delhi.
Governing Law Laws of India. Courts/tribunals in Delhi/New Delhi.

Signed by all parties Yes.

Stamp Duty All unstamped except Personal Guarantee of Mr. Gyanesh Chaudhary, on which stamp duty of INR 100 (Rupees One Hundred)
is paid.

(o) Corporate Guarantee

Vikram Solar, promoter of the Company, has given a Corporate Guarantee in favour of GDA, in terms of the Facility Agreement. The key terms and conditions
of the said guarantee has been detailed below:

Heading Particulars
Guarantor Vikram Solar
Beneficiary GDA
 Heading Particulars
Date Undated but executed
Purpose Provision of guarantee in favour of GDA to secure the outstandings under the Facility Agreement.

Nature of Guarantee Continuing, unconditional and irrevocable.

Terms and conditions - The Company shall duly and punctually pay all amounts, perform all obligations in terms of the Facility Agreement. The
guarantor indemnifies and agrees to keep the security trustee indemnified of, from and against all losses, damages, costs
including actual legal costs, claims and expenses whatsoever which the security trustee may suffer.
- On the occurrence of termination of the PPA prior to the expiry of the term of the PPA or the plant availability factor of the
Project falling below 90% (Ninety percent), the guarantor shall, upon a written demand made by the security trustee
specifying the amount payable, forthwith pay to the security trustee without demur or protest.
- Security trustee and the lender shall be at liberty to vary, alter or modify the terms and conditions of Facility Agreement and
to exercise any power to enforce payment of secured obligations.
- The guarantee shall be irrevocable; it may be invoked by security trustee in parts without affecting the rights. The guarantor
shall furnish a net worth certificate from a chartered accountant within 180 (One Hundred and Eighty) days from the end of
each financial year.
- Lender may act as though the guarantor is the principal debtor to the lender.
- The liability of the guarantor shall not be affected by: change in constitution, change in management, acquisition or change
in status of the guarantor.
- The Guarantor shall not in the event of the liquidation of the Company prove any of its debts or claims in competition with
the security trustee and/or the lenders in the liquidation proceedings. The guarantor hereby agrees that all sums paid by
him under the Corporate Guarantee shall in all respects be fully subordinated to the debt owed by the Company to the
lenders.
Dispute Resolution Debt Recovery Tribunal or arbitration by arbitral tribunal of 3 (Three) arbitrators under Arbitration & Conciliation Act, 1996,
as applicable. Place of arbitration is Delhi.
Governing Law Laws of India. Courts/tribunals in Delhi/New Delhi.

Signed by all parties Yes.

Stamp Duty INR 150 (Rupees One Hundred and Fifty)

(p) Interim Corporate Guarantee

Vikram Solar, promoter of the Company, has given an Interim Corporate Guarantee in favour of GDA, in terms of the Facility Agreement. The key terms and
conditions of the said guarantee has been detailed below:

Heading Particulars
Guarantor Vikram Solar
Beneficiary GDA
Date Undated but executed
Purpose Provision of guarantee in favour of GDA to secure the outstandings under the Facility Agreement.

Nature of Guarantee Continuing, unconditional and irrevocable.

Terms and conditions - The Company shall duly and punctually pay all amounts, perform all obligations in term of Facility Agreement, including
(ICG) the payment of the secured obligations and perform and comply with all other terms, conditions and covenants contained in
transaction document.
- In the event of default, the guarantor shall pay to the security trustee without any protest, all amount payable and perform all
such act as are required under transaction document, on a written demand made by security trustee.
- The Interim Corporate Guarantee shall not be wholly or partially satisfied or exhausted by any payments made to or settled
with the security trustee by the Company and shall be valid and binding on the guarantor and shall remain in full force and
effect until payment/performance of all the obligations of the Company under the transaction documents to the satisfaction
of the security trustee.
- The security trustee and/ or lenders shall have full liberty, without notice to the Guarantor and without in any way affecting
the Interim Corporate Guarantee: (a) to exercise at any time and in any manner the power or powers reserved to the lenders
under the Facility Agreement; (b) to enforce or abstain to enforce payment of the secured obligation or any part thereof due
to the lenders or any of the securities or remedies available to the lenders; (c) to enter into any composition or compound
with or to grant time or any other indulgence or facility to Company.
- The guarantor shall not released by the exercise by the lenders of their liberty in regard to the matters referred to above or
by any act or omission on the part of the lenders or by any other matter or thing whatsoever which under the law relating to
sureties would but for this provision have the effect of so releasing the guarantor and the guarantor here by waives in favor
of the lenders may be necessary to give effect to any of the provisions of the Interim Corporate Guarantee, all the surety ship
and other rights which the guarantor might otherwise be entitled to enforce.
 Heading Particulars
- The right of the lenders will remain in full force irrespective of any arrangement reached between the lenders and the other
guarantor(s) or release of others from liability.
- The guarantor is in compliance with and shall continue to comply with all applicable laws, regulations, terms and conditions
of all applicable consents and authorization.
- All payments to be made by the guarantor shall be made in full, free of any present or future taxes, levies, imposts, duties,
charges, fees, expenses or with holding and without set-off or counter claims or any restriction, condition or deduction
whatsoever for any reason whatsoever. If the guarantor is compelled by law to make any deduction or withholding, the
guarantor shall promptly pay to the security trustee such additional amounts as will result in the net amount received by the
security trustee from the guarantor being equal to the full amount, which would have been receivable by the security trustee
had there been no deduction or with holding (except tax deducted at source).
Dispute Resolution Debt Recovery Tribunal or arbitration by arbitral tribunal of 3 (Three) arbitrators under Arbitration & Conciliation Act, 1996,
as applicable. Place of arbitration is Delhi.
Governing Law Laws of India. Courts/tribunals in Delhi/New Delhi.

Signed by all parties Yes.

Stamp Duty INR 150 (Rupees One Hundred and Fifty)

(q) Undertaking for Non-disposal and Meeting Shortfall

Vikram Solar, promoter of the Company, has given an undertaking to GDA for non-disposal and meeting shortfall in the Project, in terms of the Facility
Agreement. The terms of the undertaking have been detailed below:

Heading Particulars
Undertaker Vikram Solar
Date Undated but executed
Undertaking - Being seized and possessed of and entitled to 34,40,300 (Thirty Four Lakhs Forty Thousand and Three Hundred) fully paid
up equity shares of face value INR 10 (Rupees Ten) each, constituting 97.62% (Ninety Seven point Six Two percent) of the
issued and paid up share capital of the Company.
 Heading Particulars
- To not, directly or indirectly, transfer, assign, dispose of, pledge, charge or create any lien or in any way encumber or permit
any encumbrance/lien on the securities or on any future shareholdings in the Company, in any manner whatsoever.
- Ensure that the Company is provided with requisite technical, financial and managerial expertise to perform its obligations
under the Project documents and exercise its rights as shareholder to ensure the Project is not abandoned till entire
outstanding amount under the Facility is fully paid.
- It shall from time to time following the issuance of a notice by the Company or the lenders/security trustee fund, by
making contributions to the Company by subscription to shares of the Company or by advancement of subordinated debt to
the Company or in any manner as may be acceptable to the lenders.
- Any shortfall of funds of the Company for maintenance of the required balance in the debt service reserve sub-account as
set out in the TRA Agreement, the O&M expenses, to the extent such expenses exceed the base case business plan, and
meeting the obligations of the Company to repay the Facility and all other charges, fees and expenses under the transaction
documents.
- Any downsizing of the Facility, required to restore base case business plan at P75 CUF projections in the event of any
adverse finding being reported in the due diligence of the Project, or in the plant load factor assessments, or generation
potential as determined either by the lenders independent engineer or any consultant appointed by the lenders at any
time during the tenor of the Facility; provided that the repayment obligations for such funds being provided by the promoter
(whether equity, debt, or any convertible or any hybrid instrument, or otherwise) shall be unsecured, sub-ordinate to
the rights of the lenders and without recourse the assets of the Project.
- It shall retain, at all times during the tenure of the Facility, management control with equivalent voting rights in the Company.
- It agrees that any breach or default in complying with all or any of the aforesaid undertaking(s) shall constitute an event of
default.
As a condition precedent, Vikram Solar as a Seller, should be required to obtain consent from the lender for transfer of the
shares held by Vikram Solar in the Company.
Dispute Resolution Debt Recovery Tribunal or arbitration by arbitral tribunal of 3 (Three) arbitrators under Arbitration & Conciliation Act, 1996,
as applicable. Place of arbitration is Delhi.
Governing Law Laws of India. Courts/tribunals in Delhi/New Delhi.

Signed by all parties Yes.

Stamp Duty INR 150 (Rupees One Hundred and Fifty)

 ANNEXURE - IV

DETAILS OF ASSETS

Real Assets

We have requisitioned for the English translated copies of the sale deeds in our Requisition List. We have been informed by the DD Representative that the
translated copies of the land documents are not available and accordingly, we are in the process of obtaining a translated copy of the land documents.
 ANNEXURE - V

DETAILS OF CONTRACTS

(a) Detailed terms of the EPC Agreement

Heading Article Particulars
Reference
Description and Article 2 The scope of Vikram Proener under the EPC Agreement includes engineering, procurement, construction, assembly, testing,
scope of Works start-up and commissioning of the Project by Vikram Proener to the Company on a turn-key basis. Specifically, Vikram
Proener is required to:
- provide the relevant engineering, design and construction data to the Company including drawings;
- transport and storage of equipment;
- supervision of construction work;
- earthworks for preparation of photovoltaic field platforms and technical facilities;
- assemble and install the components of the Project; and
- completion of testing as required.
EPC Agreement Article 7.4 The EPC Agreement Price is INR 39,20,00,000 (Rupees Thirty Nine Crores Twenty Lakh) and is the total consideration to
Price be received by Vikram Proener under the EPC Agreement.
Price Article 6 The Company was entitled to modifications or alterations to the scope of works required to be performed by Vikram Proener,
Adjustment for the first three months from commencement date. We have not been provided with any information regarding any
variations issued under the EPC Agreement.
Payment terms Article 7.1 Payment of the EPC Agreement Price was required to be made by the Company to Vikram Proener in following manner:
- 10% (Ten percent) of EPC Agreement Price, as advance payment, at the time of signing of the EPC Agreement.
- 80% (Eighty percent) of EPC Agreement Price against pro-forma invoice(s) to be raised by Vikram Proener. The pro-
forma invoices will be raised for shipment of equipments and materials, civil works, installation and commissioning of
the Project. The pro-forma invoices were required to be raised as per the progress made by Vikram Proener in the
execution of its obligations.
- 5% (Five percent) of EPC Agreement Price against issuance of the works completion certificate by the Company to
Vikram Proener.
- 5% (Five percent) of EPC Agreement Price upon issuance of the final acceptance certificate and on submission of the
security towards performance of the Plant.
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Securities - Vikram Proener was required to submit a corporate guarantee as a security for the performance of the Project.
- The corporate guarantee submitted should be of an amount equivalent to 5% (Five percent) of the EPC Agreement price
by Vikram Proener to the Company for one year initially.
- The corporate guarantee is required to be renewed periodically till the subsistence of Vikram Proeners obligations in
relation to the warranty of the Project.
Commencement Article 5.1 Vikram Proener was required to have commenced the works on the date Company has (a) provided Vikram Proener with
encumbrance free land; and (b) made the advance payment.
Testing Article 7.2 Vikram Proener was required to complete tests on the portions of the Project which it has completed, including tests on:
and - Photovoltaic modules
Annexure 3 - Strings and inverters
- Circuit boards labels, terminals and cables (ensuring that the losses between the AC and DC cables are less than 1.5%)
- Security electrical checks (on both AC side and DC side)
Time for Article 5.1 Vikram Proener was required to have completed its obligations on or before December 25, 2012.
Completion
Extension of Article 5.2 Vikram Proener is entitled to an extension of time in case of (i) variation; (ii) default by Company; (iii) riots, commotions,
time disorder or other events caused by the employees of the Company.
Suspension There are no provisions for suspension under the EPC Agreement
Bonus There are no provisions for bonus to be paid to Vikram Proener under the EPC Agreement.
Insurances Article 12 - As per the terms of the EPC Agreement, Vikram Proener was required to maintain, inter alia, the following insurances:
construction all risks cover (upto a value of the EPC Agreement Price);
third Party Liability Cover; and
transit Insurance.
- The Company was entitled to maintain these insurances on its own and recover the costs of the premiums from Vikram
Proener.
- Vikram Proener was required to submit copies of the receipts for payment of insurance premiums to the Company.
- The Company have not agreed to maintain any insurance under the EPC Agreement.
Permits and Article - The Company and Vikram Proener were required to obtain and maintain their respective permits and licenses necessary for
Licenses 3.1.3 the construction.
- The parties have mutually warranted the sufficiency of the permits and licenses obtained by them.
Miscellaneous Article 4.3, Drawings:
Documents 4.4 Vikram Proener was required to prepare and submit the drawings, required for the execution of the Project to the project
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engineer, who would be entitled to review the drawings and submit comments on the same, based on which Vikram Proener
was required to submit finalised drawings.

As-built drawings:
Vikram Proener was required to submit as-built drawings to the Company as per the construction requirements.

Records of testing:
Vikram Proener was required to maintain records of the tests required to be performed by it under the EPC Agreement.
Warranty Article 9 Vikram Proener has provided a warranty for the materials supplied under the EPC Agreement which valid for a period of 5
(Five) years from the final date of acceptance. As per the terms of the warranty provided, the materials supplied shall be
new, unused, of good workmanship and free from any defects.
Defect Liability Article 10.1 - Vikram Proener was required to rectify any defect or damage appearing in the Project, during the Defect Liability Period
within a period of 30 (Thirty) days commencing upon issuance of notice by the Company.
- If Vikram Proener failed to rectify any defect within the 30 (thirty) day period. The Company was entitled to rectify, repair
or remedy the defect or damage and recover the cost from Vikram Proener.
- The Defect Liability Period has expired under the EPC Agreement.
Delay Article 10.2 - Vikram Proener was required to pay liquidated damages at the rate of 0.5% (zero point five percent) of the EPC Agreement
Liquidated Price for each week of delay or part thereof. Vikram Proeners liability to pay delay liquidated damages is capped at 10%
Damages (Ten percent) of the value of the EPC Agreement.
- We note that it has not been explicitly mentioned that the liquidated damages leviable under the EPC Agreement will be
leviable for the proportion of the capacity that has not been commissioned.
Performance Article 10.3 - As per the terms of the EPC Agreement, Vikram Proener has warranted that the Project will generate 20,14,800 kWh per
liquidated MW of rated capacity for the first full year of operation, subject to execution of the operation and maintenance contract.
damages - The generation warranted for each successive year will be reduced by 0.25%.
- Vikram Proener is required to compensate the Company for shortfall in generation at the rate of sale of power under the
PPA.
- No explicit cap on the liability of Vikram Proener for the payment has been mentioned under the EPC Agreement.
Intellectual There are no provisions relating to intellectual property rights and royalties payable under the EPC Agreement.
Property Rights
and Royalties
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Reference
Indemnity Article 11.1 Vikram Proener was required to indemnify the Company from and against all claims, losses and expenses arising out of or
and Article resulting from Vikram Proeners negligence or breach under the EPC Agreement.
12
Transfer of Article 8 - The take over of the Project by the Company will have occurred when (i) the Project has been completed, (ii) the final
ownership acceptance certificate has been issued and (iii) All payments due to Vikram Proener have been paid.
- If any payment to Vikram Proener has not been made by the Company, property in the plant shall remain vested with
Vikram Proener until the full and final payment is made.
- The title in the Project is transferred to the Company upon the takeover of the Project.
Taxes Articles 4.2 The EPC Agreement has not differentiated between the taxes payable by the Company and Vikram Proener. The EPC
and 7.4 Agreement Price is inclusive of all taxes.
Change in Law Article 7.4 There is no express provision for change in law under the EPC Agreement. However, it has been specifically mentioned that
the EPC Agreement Price will be subject to revision on change in applicable rates on taxes and duties.
Change in Articles 2.4 - Modifications to the scope of work of Vikram Proener are effective upon both Parties signing a change order.
Scope and 6.1 - 3 (Three) months after the fulfilment of the commencement conditions, the Company shall be entitled to make modifications
or alterations to the scope of works of Vikram Proener. On account of such change in scope, Vikram Proener is entitled to
extensions in time and revision of the EPC Agreement Price.
Dispute Article 17 - Dispute is to be resolved amicably, failing which the dispute is to be finally settled by binding arbitration under Arbitration
Resolution and Conciliation Act, 1996.
- The award is to be final and binding upon the parties. During the pendency of the dispute, the parties are required to perform
their obligations under the EPC Agreement.
- The venue of arbitration is Kolkata.
Force Majeure Article 13 Force Majeure under the EPC Agreement means an exceptional event or circumstance satisfying following conditions
- beyond a partys control;
- against which such party could not have reasonably provided against before entering into the EPC Agreement;
- which, having arisen, such party could not reasonably have avoided or overcome; and
- not substantially attributable to the other party.
Event of Articles - As per the terms of the EPC Agreement, Vikram Proeners defaults include (i) failure to execute the Project in accordance
Default 14.1 and with the construction requirements, or (ii) material breach under the EPC Agreement.
15.1 - As per the terms of the EPC Agreement, the Companys defaults include (i) failure to deliver the encumbrance free land to
Vikram Proener or (ii) delay in making any payment to Vikram Proener beyond 15 (Fifteen) days from the due date, or (iii)
material breach under the EPC Agreement.
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- In addition to the above events of default, if Vikram Proener: (i) fails to comply with a notice issued by the Company; (ii)
abandons or repudiates the EPC Agreement; (iii) becomes bankrupt, or goes insolvent; (iv) assigns the EPC Agreement; (v)
creates any encumbrance on the site or the Project; or (vi) if any act is done or event occurs which has a similar effect to
any of these acts or events, under applicable law, then the Company may terminate the EPC Agreement with a notice period
of 15 (Fifteen) days.
Termination Articles - Upon default by Vikram Proener, the Company was entitled to send a notice to Vikram Proener to make good such failure
14.1, 14.2 (not exceeding 30 (Thirty) days) from the date of issue of notice.
and 15.1 - The Company may issue a termination notice of 15 (Fifteen) days therefrom and at the expiry of such period terminate the
EPC Agreement.
- Upon default by Company, Vikram Proener may issue a termination notice of 15 (Fifteen) days and at the expiry of such
period terminate the EPC Agreement.
Payments and Articles - As per the terms of the EPC Agreement, the termination shall not affect any payment for which a stage completion has
consequences 14.3, 15.2 already been issued by the project engineer.
of termination and 16 - Upon termination due to Companys default, Vikram Proener shall be entitled to receive payment in respect of its
obligations completed under the EPC Agreement(s) as follows: (i) in case of delay in delivery of site of the Project, to retain
and appropriate the advance payment, and (ii) in other cases entitled to receive: (a) cost of materials ordered, upon recovery
of which the materials shall be placed at the Companys disposal; (b) cost of removal of temporary works ; and (c) amount
payable for obligations completed.
- On termination Vikram Proener was required to remove all equipment, employees and labour, debris and waste from the
site and shall hand over to Company the site along with the portion of the Project that had been completed.
Limitation of - There is no explicit provision for an overall cap on the liabilities of either of the parties under the EPC Agreement.
Liability - Limitations for the specific issue of delay liquidated damages has been provided at 10% (Ten percent) of the EPC
Agreement price. No limitation has been explicitly provided for damages payable due to shortfall in performance.
Lenders Step- There are no express provisions for step-in right under the EPC Agreement.
in rights
Collateral There are no collateral warranties issued under the EPC Agreement.
Warranties
from sub-
Contractors
Governing Law Article 19.3 The EPC Agreement shall be governed by the laws of India and the Courts of Kolkata have jurisdiction over all the matters
and Jurisdiction arising out of relating to the EPC Agreement.
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Signed by all Yes
Parties
Duly stamped Yes

(b) Key terms of P&S Agreement

Heading Article Particulars

Reference
Description and Article 1 - As per the terms of the P&S Agreement, Vikram Solar was required to supply solar photovoltaic modules of 11.3 MW
scope of works capacity in total.
- The solar photovoltaic modules are required to conform to the technical specifications provided as a part of the P&S
Agreement.
Contract price Article 2 As per the terms of the P&S Agreement, the total amount to be paid to Vikram Solar is INR 57,63,00,000 (Rupees Fifty
Seven Crore Sixty Three Lakh) at an approx. rate of INR 5,10,00,000 (Rupees Five Crore Ten Lakh).
Payment terms Article 2 (3) The payments were required to be made in the following manner: (a) 95% (Forty percent) paid against pro-forma invoice;
and (b) 5% (Five percent) on receipt of material at the site of the Project.
Inspection and Article 1 (3) - As per the terms of the P&S Agreement, the Company was entitled to inspect the photovoltaic modules at the unloading
Testing site to ensure that the modules are free from defects.
- Vikram Solar was required to report any visible signs of damage to the Company within 14 (Fourteen) days of receipt of
the solar photovoltaic modules at the site of the Project.
Time for Article 3 (5) Vikram Solar was required to complete the delivery of the solar photovoltaic modules by December 15, 2012.
Completion
Performance Articles 3 - As per the terms of the P&S Agreement, Vikram Solar provides a performance guarantee of 90% (Ninety percent) module
Guarantee and (2) and power output for 10 (Ten) years and 80% (Eighty percent) over 25 (Twenty Five) years.
Defect Liability 3(4), - As per the terms of the P&S Agreement, upon the occurrence of a defect in the solar photovoltaic modules or failure to
Annexure 2 meet the aforementioned performance guarantee, Vikram Solar was entitled to either:
(i) rectify the defect;
(ii) repair or remedy the defect;
(iii) providing additional modules
(iv) reimburse the purchase price of the solar photovoltaic modules, annually depreciated.
 Heading Article Particulars
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- As per the terms of the P&S Agreement, the defect liability period is for a period of 5 (Five) years.
Delay Article 3(5) - As per the terms of the P&S Agreement, Vikram Solar was required to pay INR 25,000 (Rupees Twenty Five Lakh) per
Liquidated week of delay as liquidated damages for delay.
Damages - The liquidated damages payable under the P&S Agreement is capped at INR 5,76,30,000 (Rupees Five Crore Seventy Six
Lakh Thirty Thousand).
Indemnity There are no express provisions under the P&S Agreement requiring either of the parties to indemnify the other under the
P&S Agreement. However, Vikram Solar was required to compensate the Company in terms of the warranty provided under
the P&S Agreement.
Transfer of There are no express provisions under the P&S Agreement relating to the transfer of ownership in the solar photovoltaic
Ownership modules.
Force Majeure Article 22 - As per the terms of the P&S Agreement, Force Majeure events are those events which prevent the execution of the
obligations of Vikram Solar, which Vikram Solar was unable to overcome.
- In order to claim Force Majeure, the parties were required to provide documents issued by the chamber of commerce or
another competent institution.
Termination Article 5 (2) No express provision for termination has been provided under the P&S Agreement. However, as per the terms of the P&S
and Agreement, the rights of the parties to terminate are not to be affected unless mutually agreed.
consequences
of termination
Limitation of Article 4 (4) A separate express provision has not been provided for limitation of liability under the P&S Agreement. However, it has
Liability been provided that neither of the parties shall be liable to the other for loss of profit, loss of revenue, loss of business and/or
loss of savings.
Governing Law Article 7 (4) The courts at Kolkata have jurisdiction over all matters arising out of the P&S Agreement.
and Jurisdiction
Signed by all Yes.
parties
Duly stamped Yes.
Registered No

(c) Key terms of O&M Agreement

 Heading Clause Particulars
Reference
Description and Clause 3 The scope of VP Utilities under the O&M Agreement includes:
scope of works - operating the Project in accordance with the documentation provided by Vikram Proener;
- verify, record and report information on the generation of electricity by the Project;
- monitor and supervise the operation of the Project;
- provide progress reports on a monthly basis to the Company;
- inspect, test, clean and carry out preventive and corrective maintenance on the Project.

Exclusions to Clause 3.9 As per the terms of the O&M Agreement, the following events will be considered exclusion events for which VP Utilities is not
scope of required to bear the costs:
operation and - damages caused by handling of equipment related to the Project by persons not authorised by VP Utilities;
maintenance - damages caused by abuse of equipment, inadequate treatment, operating conditions for which the system would not have been
designed;
- damages caused by intrusion of wildlife;
- damages caused by testing, partial or complete disassembly of the Project without the prior written consent of VP Utilities;
- damages caused by accidents, vandalism, landslides, events of Force Majeure;
- obtaining and/or renewing of requisite statutory clearances required.
Obligations of Clause 4 As per the terms of the O&M Agreement, the Company is required to fulfil the following key obligations:
the Company - payment of the Operating Fee;
- ensure payment of statutory dues;
- providing access to VP Utilities;
- providing security at the site of the Project;
- providing storage space for tools, instruments and spare parts;
- to provide and maintain the insurance as set out.
Operating Fee, Clause 6 - The Operating Fee was INR 70,00,000 (Rupees Seventy Lakhs1) for the first year, with an increase in the Operating Fee every
Yearly increase year by 5% (Five percent) compounded annually.
and terms of - The Company is required to ensure payments before the 14th of every month, or 7 (Seven) days from the date VP Utilities
payment raises an invoice.
- If the Company fails to make payments in accordance with the provisions of the O&M Agreement, it will be required to pay
interest at the rate of 18 (Eighteen percent) % per annum.

1
This provision has been amended under the O&M Amendment Agreement dated October 13, 2014
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Price Clause 6.5 The Company is required to bear all expenses in the event of a change in law.
Adjustment
Commencement Clause 10 VP Utilities was required to have commenced the works on April 1, 2013 and continue performing its obligations for a period
and Term of 5 (Five) years under the O&M Agreement.
Annual Clause 7.1 As per the terms of the O&M Agreement, VP Utilities is required to maintain the performance ratio of the Project. The
performance performance ratio was required to be 74.60% for the first year and reduce by 0.7% every year thereafter.
ratio
Performance Clause 7.2 - If the performance ratio of the Project falls below the guaranteed level, VP Utilities is required to pay the Company damages
liquidated equivalent to 10% (Ten percent) of the Operating Fee for that particular year for every 0.5% drop in the performance ratio for
damages that particular year.
- The liquidated damages provided is the only remedy available to the Company.
Indemnity Clause 9 VP Utilities and the Company are required to indemnify each other from and against all claims, losses and expenses arising out
of or resulting from gross negligence, fraud or wilful misconduct under the O&M Agreement.
Suspension Clause 19.4 VP Utilities is entitled to suspend performance of its obligations under the O&M Agreement, if the Company fails to pay any
invoice when due.
Bonus Clause 8 As per the terms of the O&M Agreement, if the performance ratio of the Project exceeds the guaranteed performance ratio, VP
Utilities is entitled to a performance bonus of 1% (One percent) of the Operating Fee for that respective year for every 0.1%
(Zero point one percent) increase in the performance ratio.
Insurances Clause 5 - As per the terms of the O&M Agreement, VP Utilities was required to maintain, inter alia, the following insurances:
requisite insurances under the Motor Vehicles Act; and
Workmens compensation insurance.
- As per the terms of the O&M Agreement, Company was required to maintain, inter alia, the following insurances:
industrial all risk policy for plant and machinery;
Workmens compensation insurance; and
third party liability insurance.
- Each party is required to submit evidence of the receipts for payment of insurance premiums.
Taxes Clauses 6.1 The Operating Fee payable is not inclusive of all taxes. In addition, to the Operating Fee, the Company is required to pay service
taxes as per applicable law.
Change in Law There is no express provisions for change in law under the O&M Agreement.
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Dispute Clause 24 - Dispute is to be resolved amicably, failing which the dispute is to be finally settled by binding arbitration under Arbitration
Resolution and Conciliation Act, 1996.
- The award is to be final and binding upon the parties. During the pendency of the dispute, the parties are required to perform
their obligations under the O&M Agreement.
- The venue of arbitration is Kolkata.
Force Majeure Clause 13 - Force Majeure under the O&M Agreement means an exceptional event or circumstance satisfying following conditions
beyond a partys control;
against which such party could not have reasonably provided against before entering into the O&M Agreement;
which, having arisen, such party could not reasonably have avoided or overcome; and
not substantially attributable to the other party.
- As per the terms of the O&M Agreement, upon the occurrence of Force Majeure event, the parties are required to give notice
of the same. Parties are to be excused from performance of their obligations under the O&M Agreement to the extent
necessitated by the Force Majeure.
- Payment obligations of the Company shall not be excused due to Force Majeure.
- Continuation of Force Majeure for a period beyond 3 (Three) months shall lead to termination of the O&M Agreement.
Event of Default Clauses - As per the terms of the O&M Agreement, VP Utilitiess defaults include (a) gross negligence while performing its obligations
19.1 and under the O&M Agreement; (b) material breach under the O&M Agreement and failure to cure the same within a 30 (Thirty)
19.2 day period; (c) bankruptcy, insolvency of VP Utilities.
- As per the terms of the O&M Agreement, the Companys defaults include (a) gross negligence while performing its obligations
under the O&M Agreement; (b) material breach under the O&M Agreement and failure to cure the same within a 30 (Thirty)
day period; (c) bankruptcy, insolvency of VP Utilities; (d) failure to keep the requisite insurance coverage under the O&M
Agreement.
Payments and Clause 19 Upon termination of the O&M Agreement, VP Utilities is entitled to payment of the Operating Fee up till the date of termination
consequences of and reasonable demobilisation costs.
termination
Limitation of Clause 23 As per the terms of the O&M Agreement, the overall cap on the liability of VP Utilties is 20% (Twenty percent) of the Operating
Liability Fee for any particular year.

Neither party is liable towards the other for the payment of consequential losses.
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Lenders Step-in There are no express provisions for step-in right under the O&M Agreement.
rights
Governing Law There is no express provision for the governing law under the O&M Agreement.
and Jurisdiction
Signed by all Yes.
Parties
Duly stamped Yes.

ANNEXURE VI

DETAILS OF LITIGATION

Sr. Name of Document Date Particular

No.
1. Section 17 application of the Arbitration and
Conciliation Act,1996 for restraining NVVN from
invoking bank guarantee along with affidavit
2. Statement of defence on behalf of NVVN to the
claim statement of the Company with affidavit
3. Reply on behalf of NVVN to the application under
section 17 of the Arbitration and Conciliation Act,
1996 for restraining NVVN from invoking bank
guarantee with affidavit
4 Rejoinder on behalf of the Company to the
statement of defence filed by NVVN
5. Rejoinder on behalf of the Company to the reply of
the application under section 17 of the Arbitration
and Conciliation Act, 1996 filed by NVVN
October 17, 2014 Prayer filed to restrain NVVN from invoking the bank guarantee provided
under the PPA.
April 2, 2015 It was denied that the Project was commissioned on February 26, 2013. Denied
that any order needs to be specifically passed before the bank guarantee can be
invoked.
April 2, 2015 It was denied that the observation of the committee that declared that only 7
MW out of the 10 MW was electrically connected was invalid (i.e. the
observation report filed after inspection on February 25, 2013 was sought to be
upheld).
June, 2015 It was claimed that the prayer in the statement of defence are wrong and denied
and the prayer in the statement of claim was re-affirmed.
June, 2015 Denied that NVVN is entitled to the encashment of the bank guarantee. Further
contended that the Company will suffer irreparable loss if the bank guarantee
is invoked.
Sr. Name of Document Date Particular
No.
6. Affidavit of admission/denial of NVVN and other July 2, 2015 Admitted request for selection (RfS) and request for proposal (RfP) bills.
respondents documents on behalf of the Company Admitted receipt of report on committee visit to site of the Project on February
25, 2013 and February 26, 2013, but denied contents of the report.
7. Draft issues on behalf of the Company July 2, 2015 Draft issues submitted. Key issue is whether Company is entitled to relief.
Second key issue is whether NVVN is entitled to encash the bank guarantee
submitted.
8. Affidavit in Evidence of Mr. Krishna Kumar October 3, 2015 The Company asked for several reliefs including: (a) an order declaring that
Maskara on behalf of the Company the Project was commissioned on February 26, 2013; (b) order declaring that
the performance bank guarantee has expired and be released; (c) if the amount
under the performance bank guarantee has been disbursed to NVVN, to order
NVVN to reimburse the Company for the same amount at an interest rate of
18% (Eighteen percent); (d) re-imbursement from NVVN for expenses
incurred with litigation and for keeping the bank guarantee alive.