and Supply of Electricity

Transcription

1 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in Request for Proposal (RFP) Document RFP for,,. For Appointment of Input plus Investment Based Distribution Franchisee for Distribution and Supply of Electricity in Tender No. (TN) 03 Issued by: Addl. Chief Engineer (M&P, PPP & DSM) Jaipur Vidyut Vitaran Nigam Limited (JVVNL) Old Power House Premises, Bani Park Jaipur , Rajasthan, India Page 1 of 62

2 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Table of Contents Disclaimer Summary Sheet Abbreviations & Definitions About JVVNL and Kota DF Area Background of JVVNL Objectives of the Project Relevant Provisions of the Electricity Act, Brief description about the Franchisee Area Minimum Capital Expenditure Details of employees in the Franchisee Area are as below: Project Description Salient Features of the Project Brief Roles and Responsibilities of Distribution Franchisee within the Franchisee Area Rights and Authorities of the Franchisee Brief Roles and Responsibilities of JVVNL Term of Franchisee Distribution Franchisee Agreement "DFA" Process Bidding Process Page 2 of 62

3 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 6 Pre-Qualification Criteria Technical Proposal Financial Proposal Instructions to Bidders Submission of Technical Proposal Submission of Financial Proposal Fees and Deposits Time Table and Milestones Opening of Technical Proposal Responsiveness Opening of Financial Proposal Validity of terms of bids Amendment in the RFP Document Language of the Bid Other Instructions List of Tables Table 1: Details of distribution companies Table 2: Organizational Structure of Electricity Distribution System Table 3: Distribution Infrastructure Summary as on 31st March Table 4: Details of Transmission EHV Substations for input supply to the Franchisee Area Page 3 of 62

4 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Table 5: Details of Input Points to the Franchisee Area Table 6: Losses and Average Billing and Revenue Realization for Considered for Distribution Franchisee Table 7: Category wise Consumer Details for Table 8: Category wise Contracted Load (kw) Details for Table 9: Category wise Unit Sales (MUs) for Table 10: Category wise Revenue Billed and Collected (Rs. Cr.) for Table 11: Category wise Outstanding Arrear (Rs. Cr.) as on March'15 for Table 12: Capital Works in Progress Table 13: Planned Capital Investment Table 14: Details of Outsourcing Activities Table 15: Minimum Capital Expenditure Table 16: Details of Utility Employees in the Franchisee Area List of Exhibits Exhibit 1 : Covering Letter for Technical Proposal Exhibit 2 : Letter of Commitment Exhibit 3 : Information Requirement for Technical Proposal Exhibit 4 : Letter of Authorisation from Affiliate(s) of Bidding Company whose technical and financial capability has been used by the Bidding Company Exhibit 5 : Format for Financial Requirement - Relationship & Details of Equity Shareholding. 50 Exhibit 6 : Undertaking regarding Blacklisting to be attached with the Technical proposal Page 4 of 62

5 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 7 : Letter of Acceptance Exhibit 8 : Information Requirement for Financial Proposal Exhibit 9 : Format for Financial Proposal Exhibit 10 : Bank Guarantee Format Exhibit 11 : Power of Attorney for Signing Authority Exhibit 12 : Code of Conduct for grant of Distribution Bussiness License Page 5 of 62

6 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Disclaimer 1. This RFP document is non-transferable. 2. Jaipur Vidyut Vitaran Nigam Limited (JVVNL) is a statutory body constituted in year 1999 from the erstwhile Rajasthan State Electricity Board and has been engaged in distribution of electricity in the eastern part of the State of Rajasthan. The Distribution Franchisee Agreement shall be entered into between JVVNL and the successful Bidder selected by JVVNL through an open and transparent competitive bidding process. 3. Although JVVNL has taken adequate care while preparing the RFP document, however, the Bidders shall satisfy themselves that document is complete in all respects. If noticed, Bidders shall intimate any discrepancy in the RFP document to office of the undersign within 5 days from the date of issuance of the RFP document. If no intimation is received from the Bidders within the stipulated period, it shall be assumed that the RFP document is complete in all respects and fulfil the expectations of the Bidders. 4. JVVNL may modify, amend or supplement any aspect of this RFP document, including selection process and evaluation criteria, if deemed necessary by it or the same is required under law. Further, JVVNL or its authorized officers reserve the right, without prior notice, to change the selection procedure and the delivery of information at any time before submission of bids without assigning any reasons thereof. However, such change shall be posted on JVVNL s and other relevant website i.e. and Rajasthan e-procurement website i.e This document is not intended to provide basis of any investment decision to be made by any Bidder. Each prospective Bidder must make his own independent assessment of the project, baseline parameters and ground conditions at his own cost. JVVNL, nor its employees, consultants, advisors accept any liability or responsibility for the accuracy or completeness of, nor make any representation or warranty, express, or implied, with respect to the information contained in the RFP, or on which the RFP is based, or any other information or representations supplied or made in connection with the Selection Process. 6. Nothing in the RFP should be relied on, as a promise or representation as to the future. JVVNL, its officers, employees and consultants have made best efforts to provide as accurate and reliable information as possible. However, before submitting their bids, the Bidders are expected to independently assess, verify and validate the information/data provided in the RFP and DFA documents. JVVNL, its officers, employees and consultants have no responsibility for authenticity of the information/data hence shall not be held liable for any possible omission, misrepresentation, mistake or error in the information/data provided in the RFP and DFA documents and consequences thereof. Page 6 of 62

7 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 7. JVVNL reserves the right to annul the bid process and/or reject any or all of the Bids submitted in response to this RFP document at any stage without assigning any reasons whatsoever. In such cases JVVNL will refund the earnest money deposit and cannot be subjected to any liability whatsoever due to such rejection/cancelation. 8. It is also agreed that the RFP document is not confidential. Addl. Chief Engineer (M&P, PPP & DSM) JVVNL, Old Power House Premises, Banipark, Jaipur Page 7 of 62

8 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 1 Summary Sheet Project summary Franchisee Area Issue of RFP Document (Start/End Date) Pre-bid Meeting Last date and time of submission of Bids Due date of opening Place of opening Bid to be addressed to Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in falling under JVVNL as per details contained in Clause 3.4 of this RFP document Document can be downloaded from Start Date : 15-Oct-2015 End Date : 30-Nov-2015 upto 5 PM only 30-Oct-2015 at 11:00 AM at Conference Hall, First Floor, Vidyut Bhawan, Janpath, Jaipur Nov-2015 at 5:00 PM Part I : Technical Bid 01-Dec-2015 at 3:00 PM Part II : Price Bid of the technically qualified bidders on a date and time to be intimated after the technical bid evaluation Office of Addl. Chief Engineer (M&P, PPP & DSM), JVVNL, Old Power House Premises, Banipark, Jaipur Addl. Chief Engineer (M&P, PPP & DSM), JVVNL, Old Power House Premises, Banipark, Jaipur Telephone No Fax No Web-site address Earnest Money Deposit (EMD) Tender Document Fee RISL Processing Fees ppp.jpd@jvvnl.in Rs Crore (Rupees Seventeen Crore Twenty Lakh Only) by the crossed Demand Draft in favour of "Accounts Officer (TW), JVVNL" payable at Jaipur. Rs 10,000/- (Rupees Ten Thousand Only) by the crossed Demand Draft in favour of "Accounts Officer (TW), JVVNL" payable at Jaipur. Rs 1,000/- (Rupees One Thousand) by the crossed Demand Draft in favour of "Managing Director, RISL" payable at Jaipur. Page 8 of 62

9 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 2 Abbreviations & Definitions 2.1. Abbreviations: RERC JVVNL RVPNL Crore (Cr) DF DTR EHV EMD FA FY HP HT IST IT KM kv LoI LT MCB MUs O & M PD RFP Rs. SCC SD SLC SLDC T&D : Rajasthan Electricity Regulatory Commission : Jaipur Vidyut Vitaran Nigam Limited : Rajasthan Vidyut Prasaran Nigam Limited : Number equivalent to 10 million or 100 lacs : Distribution Franchisee : Distribution Transformer : Extra High Voltage : Earnest Money Deposit : Franchisee Area : Financial Year : Horse Power : High Tension : Indian Standard Time : Information Technology : Kilometres : Kilo Volt : Letter of Intent : Low Tension : Miniature Circuit Breaker : Million Units : Operations & Maintenance : Permanently Disconnected : Request for Proposal : Indian Rupees : Service Connection Charge : Security Deposit : Service Line Charge : State Load Despatch Centre : Transmission & Distribution Page 9 of 62

10 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 2.2. Definitions: i. Affiliate Shall mean a Company that either directly or indirectly: (a) Controls, or (b) is controlled by, or (c) is under common control with a company and control means ownership by one Company of more than 50% (Fifty Percent) of the paid-up capital of the other Company. Any bank or financial institutions shall not be considered as an Affiliate. ii. Base Year Shall mean the Financial Year iii. RERC Shall mean the Rajasthan Electricity Regulatory Commission, Jaipur, or its successor(s); iv. Bid - Shall mean the Technical Bid and Price Bid submitted in response to this RFP document issued by JVVNL. v. Bidder - Shall mean the Public Limited Company registered under Indian Companies Act, 1956/2013 which is bidding for the Project vi. Consumer Shall mean consumer irrespective of the voltage level at which electricity is supplied to him, as defined under the Electricity Act, 2003 Note: A consumer would be either referred to as Low Tension Consumer (LT consumer) meaning person who has been supplied power by the licensee at low voltage or High Tension Consumer (HT consumer) meaning person who has been supplied power by the licensee at high voltage, until and unless specified otherwise. vii. Collection Efficiency Shall mean the ratio of revenue actually realized from Consumers (including the subsidy amount, if any) and energy amount billed to Consumers (including the subsidy amount, if any), in percentage terms for a particular period and shall be calculated as below: Collection Efficiency = Revenue realized from Consumers in rupees Energy Billed to Consumers in rupees X 100 viii. Distribution Shall mean the supply and conveyance of electricity by means of distribution system. ix. Distribution Franchisee / Franchise - Shall mean the successful bidder appointed by JVVNL to act as an agent of JVVNL to purchase and distribute electricity in the Franchisee Area. Page 10 of 62

11 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for x. Distribution Franchisee Agreement DFA - Shall mean the Agreement to be entered into by JVVNL and the successful bidder for Distribution Franchisee for undertaking distribution and Supply of electricity through the Franchisee in the specified area. xi. Distribution Assets - Shall mean the assets created and owned/employed by JVVNL in the Franchisee Area as on effective date, beyond the input points, for distribution of electricity including 33 kv, 11 kv and LT Lines, both overhead and underground, 33/11 kv Sub-stations, control rooms, 11/0.4 kv Sub-stations, HV/LV underground cables, electrical plant, control switch gear, meters having design voltage 33 kv and below, service lines and other similar assets at the consumer end and other assets owned/employed by JVVNL for distribution of electricity including Complaint Centres, Billing/IT Centres, Collection Centres, Stores (except major Stores to be specified by JVVNL), Transformer Repair Workshops/Test Labs dedicated to the Franchisee Area, Division/Sub-division/Distribution Centre offices together with furniture, fixtures, IT hardware/software and communication equipments. It shall include vacant land owned by JVVNL identified for creation of sub-stations and offices within the Franchisee Area. It will also include residential accommodations which are presently occupied by JVVNL Staff who may choose to go on deputation with the Distribution Franchisee or are lying vacant, community hall and training centres and other offices spaces and open land which may not be required by JVVNL after handing over to the Distribution Franchisee subject to an undertaking from the DF that the property owned by JVVNL shall not in any way be sold, transferred, disposed off, alienated, mortgaged or sub-let by it as well as such properties shall not be used by the DF for any other purpose. No rent shall be charged by JVVNL for the assets handed over to the franchisee. xii. Distribution Licensee - Shall mean the Jaipur Vidyut Vitaran Nigam Limited (JVVNL) or its Successor. xiii. Expiry Date - Shall mean the twentieth (20th) anniversary of the effective date. xiv. Effective Date - Shall mean the date of handing over of the business operations of Franchisee Area by JVVNL to the Distribution Franchisee pursuant to the Distribution Franchisee Agreement after the conditions precedents are satisfied. xv. Financial Proposal - Shall mean the proposal of the Bidder setting out the Input Rate for the Energy injected by JVVNL at the Inputs Points in the Franchisee Area and other details as set out in Clause 6.2 of this Document. xvi. Franchisee Area - Shall mean the area as mentioned in the Clause 3.4 of the RFP in respect of which Distribution Franchisee shall act as an agent of JVVNL. xvii. Input Energy - Shall mean sum total of net energy supplied to the Franchisee Area through all input points. xviii. Input Points - Shall mean 132Kv of 220/132Kv, 33 kv side of 220/33 kv, 132/33 kv and 11 kv side of 132/11 kv power transformers at EHV Sub-stations, if the same is supplying power only to the franchise area. In case 220/33 kv, 132/33 kv and/or 132/11 Page 11 of 62

12 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for kv power transformers are also supplying to area(s) other than the franchise area, the respective 33 kv and/or 11 kv feeders supplying to franchise area shall be considered as input points and shall include such other EHV/HV substations or feeders, 33 kv & 11 kv cross-over points and all the injection points of Captive Power Plants, IPPs, Nonconventional energy sources which may feed energy to the Franchisee Area at the Effective date or during the term of the Agreement. xix. Input Energy Rate - Shall mean Rupees per unit of electricity supplied by JVVNL at the Input Points, and shall be quoted by the Bidder. xx. Parties - Shall mean a reference to selected Bidder and JVVNL collectively and Party shall mean an individual reference to either one of them. xxi. Prudent Utility Practices - Shall mean the practices, methods and standards that are generally accepted nationally from time to time by electric utilities for the purpose of ensuring the safe, efficient distribution of electricity, operation and maintenance of Distribution Assets, etc. and as may be specifically specified in the Standards of Performance Regulations and / or the Electricity Supply Code Regulations of the RERC. xxii. Project Shall mean the purchase and distribution of electricity and related activities in the Franchisee Area as a Distribution Franchisee of JVVNL in accordance with the requirements set forth in the RFP. xxiii. Proposal/Bid Shall mean the Technical Proposal/Bid and Financial Proposal/Bid submitted by a Bidder as per the provisions of this RFP document xxiv. Request for Proposal (RFP) document - Shall mean this document, issued to the Bidders seeking Technical and Financial Proposals read with all subsequent addenda / errata / corrigenda issued thereto. xxv. Technical Proposal - Shall mean the proposal of the Bidder setting out details as set forth in Clause 6.1 of this Document. Page 12 of 62

13 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 3 About JVVNL and Kota DF Area 3.1 Background of JVVNL In year 1999 Government of Rajasthan (GoR) introduced the power sector reform policy and restructured the erstwhile Rajasthan State Electricity Board (RSEB) into five entities- Rajasthan Rajya Vidyut Utpadan Nigam Limited (RVUNL), Rajasthan Rajya Vidyut Prasaran Nigam Limited (RVPNL), Ajmer Vidyut Vitran Nigam Limited (AVVNL), Jaipur Vidyut Vitran Nigam Limited (JVVNL), Jodhpur Vidyut Vitran Nigam Limited (JdVVNL).As per the Policy Statement for the Rajasthan Power Sector Reform Programme initiated on May 1999 primary reasons for unbundling the Discom have been outlined below: Bring about improvements in the efficiency of the delivery system, Create an environment of growth in the power sector for the overall benefit of the people of the State. Private participation in the distribution companies in a phased manner through joint venture Companies. Improvements in the condition of transmission and distribution network. The State has been geographically divided into three distribution companies (with headquarters at Jaipur, Jodhpur and Ajmer) formed on considerations of viability and operational convenience. Details of distribution companies are as under: Table 1: Details of distribution companies Distribution Company Districts Covered O&M Circles Covered Jaipur Vidyut Vitran Nigam Ltd (JVVNL) Headquarter at Jaipur Ajmer Vidyut Vitran Nigam Ltd (AVVNL) Headquarter at Ajmer Jodhpur Vidyut Vitran Nigam Ltd (JDVVNL) Headquarter at Jodhpur Jaipur, Alwar, Dausa, Bharatpur, Karauli, Dholpur, Sawai Madhopur, Tonk, Kota, Jhalawar, Baran, Bundi Ajmer, Jhunjhunu, Sikar, Nagaur, Bhilwara, Chittorgarh, Udaipur, Rajsamand, Banswara, Dungurpur, Pratapgarh Jodhpur, Sri Ganganagar, Hanumangarh, Churu, Bikaner, Jaisalmer, Barmer, Pali, Jalore, Sirohi Jaipur City, Jaipur District, Alwar, Dausa, Dholpur, Bharatpur, Karauli, Sawai Madhopur, Kota, Jhalawar, Tonk, Baran, Bundi. Ajmer city, Ajmer district, Jhunjhunu, Dungarpur, Sikar, Nagaur, Bhilwara, Chittorgarh, Udaipur, Banswara, Pratapgarh, Rajsamand. Jodhpur City, Jodhpur District, Sri Ganganagar, Hanumangarh, Churu, Bikaner, Barmer, Pali, Jaisalmer, Sirohi, Jalore. come under Kota administrative district and the Kota electricity O & M Circle is covered under JVVNL. The goal set forth by JVVNL is to bring about operational efficiency, reduction in losses in the Franchisee Area and to provide the improved services to consumers in the Franchisee area in terms of quality, reliability and consistency in supply of electricity. Page 13 of 62

14 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 3.2 Objectives of the Project In an endeavour to improve operational efficiency of the distribution system and quality of service to its consumers, JVVNL seeks to bring in management expertise through public-private participation in distribution of electricity JVVNL intends to appoint an Input Based Distribution Franchisee for which will be selected by JVVNL through open and transparent competitive bidding process JVVNL's objectives of appointing a distribution franchisee, inter alia, are: i. To minimize Aggregate Distribution and Commercial losses ii. To bring improvement in Metering, Billing and Revenue Collection iii. To minimize Current Assets on account of arrears iv. To enhance customer satisfaction level by improving quality of service Selection of the Distribution Franchisee shall be carried-out through a transparent open bidding process as provided in the Rajasthan Transparency in Public Procurement Act (RTPPA) 2012 and within the provisions of the Electricity Act, 2003 and amendments thereof. 3.3 Relevant Provisions of the Electricity Act, The Electricity Act has opened new avenues for bringing in private participation in distribution sector The 7th proviso to Section 14 of the Electricity Act, 2003 states that: in a case where a distribution licensee proposes to undertake distribution of electricity for a specified area within his area of supply through another person, that person shall not be required to obtain any separate license from the concerned State Commission and such distribution licensee shall be responsible for distribution of electricity in his area of supply Accordingly, a person who undertakes the distribution of electricity for a specified area on behalf of the Distribution Licensee will not be required to obtain separate license from the concerned State Electricity Regulatory Commission. 3.4 Brief description about the Franchisee Area Kota is the third largest city of Rajasthan after Jaipur and Jodhpur having population of over 10 lakh as per Census The Kota electric supply area consists of the Kota O&M circle having five electric supply division i.e. City Division-I, City Division-II, Ramganj Mandi, District Division, Sangod Division. Out of these five divisions, two divisions namely City Division-I and City Division-II are being considered for Franchisee operation Kota is well connected by rail and road A brief description of the existing distribution network in the Franchisee Area is given herewith. The Organization Structure of the Franchisee Area along with Divisions and sub-divisions is as outlined in Table 2. Page 14 of 62

15 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Table 2: Organizational Structure of Electricity Distribution System Name of Town Name of Division Kota City Division-I City Division II Distribution infrastructure in the Franchisee Area is given below: Table 3: Distribution Infrastructure Summary as on 31st March 2015 Particulars Units Particular EHV Sub-station Nos KV Input Point Nos KV Input Point Nos KV Input Point (Cross Over) Nos. 8 Total Input Points Nos KV Substation Nos KV Substation Capacity MVA KV Switching Station Nos kv Outgoing Feeder Nos KV Lines Over Head Line CKms Under Ground CKms 23.5 Total CKms KV Lines Over Head Line CKms Under Ground CKms Total CKms LT Lines Over Head Line CKms Under Ground CKms Total CKms KV Lines Nos KV Lines Nos L. T. Lines Nos Total Nos KV/433 V DT Nos Page 15 of 62

16 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Table 3(a): Distribution Transformers installed in CITY DIVISION-I & II Year 1250 KVA 1000 KVA 750 KVA 630 KVA 500 KVA 400 KVA 315 KVA 250 KVA 200 KVA 100 KVA 63 KVA 40 KVA 25 KVA 16 KVA 10 KVA FY Table 3(b): Distribution Transformers failure in Kota city CITY DIVISION- I & II Year 500 KVA 315 KVA & 250 KVA 200 KVA & 160 KVA 100 KVA 63 KVA 40 KVA 25 KVA 16 KVA 10 KVA 5 KVA FY The EHV/HV substations/ feeders of the Franchisee Area as mentioned in Table 4 shall form the input points for injection of electricity in the Franchisee Area. Details of EHV sub stations (Input Points) are as under: Table 4: Details of Transmission EHV Substations for input supply to the Franchisee Area Name of the Division/ Sub- Division Name of EHV/ HV sub-station Capacity Installed (MVA) 132/33/11 KV Industrial Area GSS City Division- I & City Division- II 132/33/11KV-Gopal Mill /33/11KV KV Mahaveer Nagar GSS /132/33/11 KV Sakatpura GSS 400 Page 16 of 62

17 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Table 5: Details of Input Points to the Franchisee Area Name of the Division/ Sub- Division Name of EHV/ HV sub-station Input Feeders 33KV 11KV City Division-I & City Division-II 132/33/11 KV Industrial Area GSS /33/11KV Gopal Mill /33/11KV KV Mahaveer Nagar GSS /132/33/11 KV Sakatpura GSS 2 3 Table 5(a): Details of Input Points to the Franchisee Area Sl No Name of the GSS Transformer No & Capacity Voltage Name of the Feeders Metering Status Feeding to 33/11 KV SS / Area 1 132/33KV Tr-1, 20/25MVA 33KV 33KV I/C-1 OK Sakatpura, Kunhadi, Nayapura, MBS 2 132/33KV Tr-1, 20/25MVA 33KV 33KV I/C-2 OK Sakatpura, Kunhadi, Ganeshpall, RS Nagar 3 11KV O/G-3 OK /132/33KV 11KV O/G-2 OK GSS Sakatpura 132/11KV, 11KV 6.5MVA 5 11KV O/G-4 OK Retwali, Afeem Godam, Sabarmati colony, Maukhapada, Catholic road. Tipta, Dadavilas, Patanpol, Bhatighat, Bambola Mandir, Santoshimata ki gali, Chandra chata, Umar colony, Chashme ki Bawli, Batapada harjan basti, Shivdas ki gali. 1 33KV O/G-2 OK Ind, Estate, Borkheda, Junction 132/33KV Tr-1, 2 33KV 33KV O/G-8 40/45MVA 3 220/33/11KV GSS Industrial 33KV O/G-7 Area 4 132/33KV Tr-2, 16/20 MVA 33KV 33KV O/G-6 OK OK OK City Mall, E-Complex, Dadabari, Rajeev Gandhi Nagar Affordable Housing, Prem Nagar Borkheda, MBS 5 33KV O/G-4 132/33KV Tr-3, OK IPIA, RIMDC 33KV 16/20 MVA 6 33KV O/G-5 OK RIMDC Page 17 of 62

18 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Sl No Name of the GSS Transformer No & Capacity Voltage Name of the Feeders Metering Status Feeding to 33/11 KV SS / Area 7 11KV O/G-1 OK Industrial area 8 11KV O/G-2 OK Gobariya Bawadi, Patrakaar colony 9 11KV O/G-3 OK Prem Nagar 132/11KV Tr-1, 11KV 32MVA Deoli Arab road, Raipura, 10 11KV O/G-6 OK Thekara road 11 11KV O/G-7 OK Sanjay Nagar, Stadium 12 11KV O/G-9 OK Prem Nagar 13 11KV O/G-12 OK Kansua, JK colony 14 11KV O/G-13 OK Multimetals 15 11KV O/G /11KV Tr-2, 11KV 16/20MVA 16 11KV O/G KV O/G-16 OK OK OK IL factory, IPIA road no 1, Loha complex Govind Nagar, Prem Nagar, Industrial area Vigyaan Nagar vistaar yojna, Ganesh Nagar, Puliya Basti 1 33KV O/G-1 OK Talwandi 2 33KV O/G-3 OK B.Vihar, Dadabari 3 132/33KV Tr-1, 33KV O/G-7 OK Water Works (PHED) 33KV 20/25MVA 4 33KV O/G-8 OK I.Vihar 5 33KV O/G-9 OK Partial rural. Metering done at RK puram S/s 6 132/33/11KV 33KV O/G-4 OK B.Vuhar, Dadabari GSS Mahavir 132/33KV Tr-2, 33KV Nagar 40/45MVA 7 33KV O/G-5 OK IPIA 8 11KV O/G-1 OK Narcotics colony, Hariom Nagar, Rang Badi yojna sec-4 & 5, Rang Badi 9 33/11KV Tr-1, Tr-2, Tr-3, 11KV 5MVA 11KV O/G-2 OK Keshav Pura sec-7 Ambedkar Nagar, Rang 10 11KV O/G-3 Badi Vistaar yojna sec-1 & 2, Mahaveer Nagar sec-6 OK & 7. Page 18 of 62

19 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Sl No Name of the GSS Transformer No & Capacity Voltage Name of the Feeders Metering Status Feeding to 33/11 KV SS / Area 11 11KV O/G-4 OK Teachers colony, Keshav Pura sec-4, Meera mkt 12 11KV O/G-5 OK Mahaveer Nagar KV O/G KV O/G-7 OK OK Transport Nagar, Krisna Nagar, Vishvkarma Nagar Rang Badi yojna sec-1 & 2, Mahaveer Nagar- 2, Parizaad Colony 1 33KV 33KV O/G-JN OK Junction 2 132/33KV Tr-1 33KV & 2, 20/25MVA 33KV O/G- Nayapura OK Nayapura, MBS 3 33KV 33KV O/G- Railway OK Railways colony & warehouse /33/11KV GSS Gopal Mill 33/11KV Tr-1, 8MVA 11KV 11KV O/G- Borkheda 11KV O/G- Saraswati colony OK OK Sundar Nagar, Poonam colony Area in front of Gopal Mill Sub station /11KV Tr-2, 8MVA 11KV 11KV O/G-JP OK 11KV O/G- Junction OK JP colony, Samshan road Dadwara The loss and collection efficiency for the Franchisee Area is given below: Table 6: Losses and Average Billing and Revenue Realization for Considered for Distribution Franchisee Year Units Input (MUs) Unit Billed (MUs) T&D Loss (%) Collection Efficiency (%) Avg. Billing Rate (Rs. /KWh) Avg. Revenue Realization (Rs. / KWh) FY % 94.39% FY % 91.47% FY % 93.14% FY % 98.75% FY % 100% Page 19 of 62

20 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Category wise consumer detail, Connected Load, Sales, Revenue Details for is as under: Table 7: Category wise Consumer Details for Particular FY FY FY FY FY Domestic Non Domestic Public Street Light Agriculture( Metered) Agriculture Flat Small Industry Medium Industry Large Industry Public Water Works(S) Public Water Works(M) Public Water Works(L) Mixed Load/ Bulk Supply Total Table 8: Category wise Contracted Load (kw) Details for Particular FY FY FY FY FY Domestic Non Domestic Public Street Light Agriculture( Metered) Agriculture Flat Small Industry Medium Industry Large Industry Public Water Works(S) Public Water Works(M) Public Water Works(L) Mixed Load/ Bulk Supply Total Page 20 of 62

21 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Particular Table 9: Category wise Unit Sales (MUs) for FY FY FY FY FY Domestic Non-Domestic Public Street Light Agriculture(Metered) Small Industry Medium Industry Large Industry Public water Works(S) Public water Works(M) Public water Works(L) Mixed Load/Bulk Supply Total Table 10: Category wise Revenue Billed and Collected (Rs. Cr.) for Particulars Revenue Billed including Electricity Duty (Rs. Cr.) FY FY FY FY FY Revenue Collected including Electricity Duty (Rs Cr.) FY FY FY FY FY Domestic Non-Domestic Public Street Light Agriculture(Metered) Small Industry Medium Industry Large Industry Public water Works(S) Public water Works(M) Public water Works(L) Mixed Load/Bulk Supply Total Page 21 of 62

22 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Table 11: Category wise Outstanding Arrear (Rs. Cr.) as on March'15 for Particulars Outstanding Arrear for Regular Consumers (Rs. Cr.) Outstanding Arrear for Permanent Disconnected Consumers (Rs. Cr.) Domestic Non-Domestic Public Street Light Agriculture(Metered) Small Industry Medium Industry Large Industry Public water Works(S) Public water Works(M) Public water Works(L) Mixed Load/Bulk Supply Total Details of capital work in progress, planned capital investment and outsourced activities as on 31 st March 2015 are mentioned as below: Table 12: Capital Works in Progress Sl. Scope of Work Name of the Contractor Contract Period Total Contract Value (Rs. Cr.) % work completed Source of Funding 1 R-APDRP(B)- System Strengthening work M/s SMS Limited 38 LOT-I/ 2282/ year (from FY to FY 13-14) 62% GoI/Ministry of Power 2 R-APDRP(B)- System Strengthening work M/s Bajaj Electrical Limited 38 LOT-II/ 2283/ year (from FY to FY 13-14) 63% GoI/Ministry of Power 3 R-APDRP(B)- System Strengthening work M/s SMS Limited 38 LOT-III/ 2284/ year (from FY to FY 13-14) 52% GoI/Ministry of Power 4 R-APDRP(B)- System Strengthening work M/s Bajaj Electrical Limited 38 LOT-IV/ 2285/ year (from FY to FY 13-14) 63% GoI/Ministry of Power 5 R-APDRP(B)- System Strengthening work M/s Oriental Sales Limited 38 LOT-V/ 2286/ year (from FY to FY 13-14) 63% GoI/Ministry of Power 6 SCADA Compatibility in Kota M/s India Commercial, Jaipur 276/4214/ year (from FY to FY 15-16) 0% GoI/Ministry of Power Page 22 of 62

23 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Table 13: Planned Capital Investment Sl. Scope of Work Period of Investment Expected Investment Value (Rs. Cr.) Source of Funding 1 Supply, erection, Testing and commissioning of Garh 33/11Kv Substation 6 months (from June-15 to Nov-15) 2.35 Crore JVVNL Table 14: Details of Outsourcing Activities Sl. 1 2 Scope of Work Meter reading and data collection Billing, printing and distribution of bill 3 Call centre Name of Outsourcing Agency M/s Signal Sys(I) Pvt. Limited Contract Value (Rs. Lac) Period of Contract years M/s Data Infosys years M/s Serco BPO Pvt. Limited years Liability of early termination 3 months notice 3 months notice 3 months notice 3.5 Minimum Capital Expenditure The details of minimum capital expenditure of Rs. 215 Cr., to be carried out by the Franchisee over the initial period of five (5) years are given below: Table 15: Minimum Capital Expenditure Sl. 1 2 Indicative Scope of Work (this shall exclude the work already undertaken or to be undertaken by JVVNL under various schemes) Consumer Care Centre: Establishment / Augmentation / Upgradation of Consumer Care centre and the Consumer Care centre software supporting advance features like priority customer handling, computer telephony integration, automatic call distribution etc. Energy Audit, Feeder Metering, DT metering and 100% consumer metering. Meter Test bench both for testing single Phase & three Phase meters 3 Installation/ Augmentation of Distribution Transformer (DTRs) 4 Strengthening of Distribution network including 33/11kV substations, Installation/ Augmentation of Power transformer and associated bay equipment at Power Sub-substation. 5. Construction of new 11kV feeders to meet the load growth Reactive Power Management; Installation of capacitors in the distribution network to improve the power factor. Deployment of adequate infrastructure to comply with Rajasthan Electricity Regulatory Commission (Standards of Performance of Distribution Licensee) Regulations, 2014 as amended from time-to-time and to bring down the AT&C loss. Page 23 of 62

24 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 3.6 Details of employees in the Franchisee Area are as below: Table 16: Details of Utility Employees in the Franchisee Area Designation Age Group (X signifies age in years) Function X<50 50>X>55 55>X>60 Operation Maintenance Commercial Total S.E X.En A.En J.En Technical Person Non-Technical Person Total Bidders requiring further details on any of the above mentioned heads may contact the issuing authority or the concerned field offices. Page 24 of 62

25 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 4 Project Description 4.1. Salient Features of the Project The Project encompasses all the activities relating to purchase and distribution of power to the existing / future consumers within the Franchisee Area, maintenance of the Distribution Assets and all related activities subject to the terms and conditions as stipulated from time to time by JVVNL and Rajasthan Electricity Regulatory Commission Brief Roles and Responsibilities of Distribution Franchisee within the Franchisee Area Undertaking all the liabilities and obligations of the Distribution Licensee in the Franchisee Area as stipulated in Electricity Act, 2003 and corresponding regulations as if they were to apply to the Distribution Licensee; Discharging all duties and responsibilities on behalf of JVVNL as per the terms and conditions of the License given by RERC; Undertaking any other activity as may be notified from time to time by RERC to Distribution Licensee; Complying with all the directives issued from time to time by RERC and JVVNL for implementation of RERC directives; Undertaking the distribution and supply of power to the consumers of JVVNL in the Franchisee Area; Undertaking all Operations and Maintenance related activities in the Franchisee Area; Maintaining the existing distribution network including replacing failed distribution transformers and defective meters within the time frame as prescribed in Regulations/ Orders/ Directives of RERC including repair of the same; Undertaking reading of meters, generation and distribution of the bills, collection of payment from the consumers as per the retail tariff structure determined by RERC and abiding by the Supply Code and Standards of Performance Regulation and license conditions thereof; Making payments to JVVNL as per the terms and conditions mentioned in the Distribution Franchisee Agreement (DFA); Collection of arrears as an agent of JVVNL and remittance of the same as per the terms and conditions of the DFA; Establishing internal grievance cells /consumer service centre and consumer grievance redressal forum in accordance with the requirements laid down in the regulations made by the RERC under Sections 42(5),(6), and (7) of the Act.; Redressal of Commercial and Billing Complaints; Allotting new connections and carrying out all necessary activities for release of the Page 25 of 62

26 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for same; Maintaining consumer database and billing records as per the format prescribed by JVVNL ; Generating Management Information System (MIS) periodically and monitoring reports in prescribed formats and online communication of the same to JVVNL; Installing metering devices and carrying out energy audit on monthly basis and submit the report of the same to JVVNL; Carrying out periodical demand estimation / load forecasting and apprising JVVNL of the same; Maintaining rolling stock of transformers and other necessary material as per the norms prescribed in [Reference to relevant document / order / notification to be specified by JVVNL] ; Upgrading, renovating and maintaining the existing distribution network/ systems/ assets as per Prudent Utility Practices and the standards that may be prescribed by RERC; Adherence to SLDC instruction to maintain grid discipline from time to time Ensure Zero drawl of reactive power as per the Rajasthan state grid code issued from time to time Rights and Authorities of the Franchisee Initiating necessary action, in accordance with the Electricity Act, to prevent the theft of power, interference with meters and extinguishing public lamps, theft of electric lines and material etc; To enter into a tripartite agreement with JVVNL and the Generator and pay transmission charges to RVPNL, if required, in case power is brought into the Franchisee Area by purchasing from sources other than JVVNL ; Charging the consumers in the form of a reliability charge per unit for purchase of power from sources other than JVVNL to be decided through public hearing process and prior approval of the RERC For the activities outsourced by JVVNL to any agencies prior to appointment of Distribution Franchisee as indicated in Table - 12, 13 and 14 above, if the Distribution Franchisee does not agree to continue with such outsourced activities, JVVNL shall cancel such outsourced agreements with the concerned agencies and termination cost; as specified in the contract between JVVNL and concerned agencies; shall be borne by JVVNL To continue and complete the works in progress for capital investment already in pipeline on behalf of JVVNL, if so desired by JVVNL, and to deduct the investments made by Franchisee on such works from the input energy amount payable to JVVNL To request JVVNL for taking up with State Transmission Utility (STU) for up gradation of EHV S/S capacity from time to time. Page 26 of 62

27 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 4.4. Brief Roles and Responsibilities of JVVNL JVVNL shall supply the power at Input Points as per its aggregated power supply and load shedding schedule planned periodically, based on directives issued by RERC on load shedding and availability of EHV transmission capacity at Input Points JVVNL shall communicate to DF any shortfall or inability to supply the scheduled power requirements of the DF JVVNL shall carry out the meter-reading jointly with DF on a monthly basis at input point of the Franchisee Area On request of Distribution Franchisee, JVVNL employees should provide handholding support to the Franchisee for the first 3 months for which the Franchisee shall have to bear the cost of salary & allowances payable to JVVNL employees involved therein JVVNL may permit deputation of some of its employees working in the Franchisee Area as on the Effective Date to the Distribution Franchisee subject to the DF completing the entire selection process within 3 months from the Effective Date and offer terms and conditions which are not inferior to the terms and conditions of deputation rules of JVVNL. Detailed terms of such deputations are given in the draft Distribution Franchisee Agreement JVVNL shall facilitate approval of RERC of the Investment schemes planned by the Distribution Franchisee from the 16 th year onwards from the effective date JVVNL shall request the State Transmission Utility to upgrade the primary EHV substations from time to time to meet the growing demand in franchisee area while the DF shall have to take care of the overloading of 33/11 kv sub-stations Term of Franchisee The term of the Distribution Franchisee shall be for a period of Twenty (20) years from the Effective Date Distribution Franchisee Agreement "DFA" 4. Se JVVNL shall enter into an agreement with the DF. This agreement shall govern all transactions under such arrangement between the successful bidder and JVVNL. The DFA has been annexed herewith and marked as Annexure. However, JVVNL reserves the right to make any amendments to the Agreement in Annexure with mutual agreement with Distribution Franchisee, before the DFA is signed by the Parties provided that such amendments shall not be in the nature of post bid financial benefit to the Distribution Franchisee. Page 27 of 62

28 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 5 Process 5.1 Bidding Process JVVNL has adopted a single-stage, two-part (Technical Bid and Financial Bid), open competitive bidding (collectively referred as the Bidding Process ) for selection of a Bidder for award of the Project. The bidding process would mainly consist of the following stages. Issuance of RFP document Pre-bid conference Submission of Technical and Financial Proposal Bid Evaluation & Award of Contract A diagrammatic representation of the bidding process is as shown below: Issuance of RFP Document to Bidders Pre-bid Conference Submission of Technical & Financial Proposal Bid Evaluation Final Award The bidding process shall deemed to be commenced from the date of issuance of the RFP document. The purpose of this RFP document is to provide information regarding the proposed Distribution Franchisee Agreement (DFA) in order to assist them in formulation of their proposals A Pre-Bid Conference shall be held by JVVNL on the date as indicated in the Time Table as per clause 7.4, the purpose of which shall be to address the concerns of the bidders with respect to RFP document The Bidders shall submit Technical and Financial Proposals in response to the RFP document on the date as indicated in the Time Table mentioned in clause The bidders shall submit an undertaking on non-judicial stamp paper of requisite value stating that if awarded the project they will form the Special Purpose Vehicle Company before executing the DFA. The DFA shall be executed between the SPV formed/created by the Successful Bidder and JVVNL and the Bidder shall become the confirming party. Page 28 of 62

29 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for In terms of the RFP Document, a Bidder shall be required to submit, along with its Bid, Tender Fee of Rs. 10,000/- (Rupees Ten Thousand Only) and a processing fee of Rs. 1,000/- (Rupees One Thousand Only) for submission of online Bid at to RISL (the RISL Processing Fee ) As a part of the selection process, Technical Proposal submitted by interested Bidders in response to RFP document shall be evaluated based on the methodology and evaluation criteria as detailed in the RFP document. The Bidders are required to submit their Technical Proposal in the formats placed as Exhibit 1 to 3 of this document Financial Proposal of the Bidders satisfying the technical evaluation criteria shall be evaluated based on the methodology and evaluation criteria as detailed in this RFP. The information required to be provided by the Bidders submitting their Financial Proposal is placed as Exhibit 8 and 9 of this document The final award of the Project shall be made by JVVNL to the Bidder short-listed after evaluation of the Financial Proposal In the event of two or more Bidders found equal after evaluation of Financial Proposal, JVVNL reserves the right to select and declare a bidder through any such measure as may be deemed fit in its sole discretion including annulment of the bidding process The selected Bidder shall be issued the Letter of Intent (LoI) by JVVNL The selected Bidder shall unconditionally accept the Letter of Intent issued by JVVNL if selected as a distribution franchisee for the franchisee area, and record on one (1) copy of the Letter of Intent, Accepted unconditionally under the signature of the authorized signatory of the selected Bidder and return such copy to JVVNL within fifteen (15) days of issuance of Letter of Intent (LoI) by JVVNL The selected Bidder, within thirty (30) days of the date of acceptance of Letter of Intent, shall submit the Payment Security and Performance Guarantee to JVVNL and execute the Distribution Franchisee Agreement; If the selected Bidder fails to accept the Letter of Intent and / or pay the Payment Security and Performance Guarantee or execute the Distribution Franchisee Agreement within the stipulated period, JVVNL may cancel the Letter of Intent issued to the selected Bidder The entire Bidding Process shall be carried out as per the provisions of Rajasthan Transparency in Public Procurement Act (RTPPA), 2012, Rajasthan Transparency in Public Procurement Rules (RTPPR), 2013 and amendments issued thereafter through e- Procurement System at Bidders shall submit/upload their Technical Bids and Financial Bids in separate files at as per the provisions of this RFP Document The provisions of RTPPA, 2012, RTPPR, 2013 and amendments issued thereafter thereto shall be applicable for this Bidding Process. Furthermore, in case of any inconsistency in any of the provisions of this RFP Document with the RTPPA, 2012, RTPPR, 2013 and amendments issued thereafter thereto, the later shall prevail. Page 29 of 62

30 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 6 Pre-Qualification Criteria 6.1 Technical Proposal Consortium Bidding is not allowed. The Bidder shall satisfy the following prequalification criteria: 1. The Bidder shall be a public limited company registered under the Indian Companies Act 1956 / 2013 which meets the conditions of Code of Conduct issued by Ministry of Power, Govt. of India for grant of Distribution Business License (enclosed at Exhibit 12 ); 2. The Bidder shall not be blacklisted by any Department / Undertaking of Government of Rajasthan or any State Government or Government of India or debarred by court of law; Financial Criteria 3. The minimum Net Worth of the Bidder shall be Rs. 215 Cr. for the financial year preceding the year of bid deadline; Net Worth shall mean Paid up Share Capital + Share/Securities Premium + Reserves & Surplus (excluding revaluation reserves) miscellaneous expenditure to the extent not adjusted or written off Debit Balance of Profit & Loss A/C 4. The Gross Cash Accruals of the Bidder shall be Rs Cr. for the financial year preceding the year of bid deadline; Technical Criteria 5. The Bidder shall have experience of handing at least 35,300 consumers in the activities of distribution of electricity including construction, operation and maintenance of distribution system, metering, billing and revenue collection, continuously for last five (5) financial years immediately preceding the year in which the bidding is done The Technical and Financial criteria can be met either by the Bidder and/or by the Affiliate(s) of such Bidder Bidder shall furnish details, in support of its meeting the financial criteria as specified in Clause 6.1 of this RFP, in the prescribed format as per Exhibit-3 (Financial capability) and documentary evidence duly certified by any full time director on the Board of the Company and the statutory auditor of the Affiliate, if applicable Authorization for use of financial criteria shall have to be provided from its Affiliate(s) as per Exhibit-4, in cases where the Bidder has used the financial credentials of its Affiliate(s). The financial credentials of a particular Company shall not be used by more than one Bidder The determination of the relationship of the Affiliate(s) with the Bidder shall be on the day seven (7) days prior to the Bid Deadline. Documentary evidence to establish such relationship shall be furnished by the Bidder along with the Technical Bid. The Bidder Page 30 of 62

31 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for shall have to provide information and documents establishing its relationship with such Affiliate, if applicable, including details about the equity shareholding between them as per Exhibit Strict adherence to the formats wherever specified, is required. Wherever information has been sought in specified formats, the Bidder shall refrain from referring to brochures/ pamphlets. Non-adherence to formats and/ or submission of incomplete information may be grounds for declaring the Bid non- responsive. Each format has to be duly signed and sealed by the Bidder The qualified Bidder will be required to continue to maintain compliance with the Qualification Requirements throughout the Bidding Process and till the execution of the DFA. in case the financials (Net Worth and Gross Cash Accruals) of an Affiliate have been provided to meet-out the eligibility criteria the Bidder shall continue to maintain the relationship with such Affiliate till the execution of the DFA. Failure to comply with the aforesaid provisions shall make the Bid liable for rejection at any stage A Bidder shall submit only one Bid in response to the RFP issued by JVVNL for a Franchisee Area, as Bidder. It is further clarified that any of the Affiliate(s) of the Bidder shall not separately participate directly or indirectly in the Bidding Process for the same RFP. Further, if any Bidder is having a Conflict of Interest with other Bidders participating in the Bidding Process against a particular RFP, the Bids of all such Bidders shall be rejected For meeting the technical criteria through the affiliate(s), the equity stake of the bidder as on seven (7) days prior to the Bid Deadline shall be more than 50% in the affiliates company For meeting the financial criteria through the affiliates, the equity stake of the affiliate as on seven(7) days prior to the Bid Deadline shall be more than 50% in the bidder. 6.2 Financial Proposal The Bidders are required to bid for annualized Input Rate for power to be injected by JVVNL at Input Points in the Franchisee Area for the entire term of DFA. The bidders are required to submit a detailed Financial Proposal as per the Exhibit 8 and The annualized Input Rate, as quoted by the Bidders shall be exclusive of Electricity Duty (ED), Tax on Sale of Electricity (ToSE), Municipal Taxes (MT) and any other taxes/levies/duties that have been levied by the State Government and also subsidy on electricity tariff offered by the State Government The bidders are not allowed to quote annualized input rate below the minimum benchmark input rate specified for each of the year by JVVNL in Exhibit The rates in Exhibit 9 shall be quoted up to 3 decimal places and the same shall be nondecreasing for each year of the contract period The Evaluation of Financial Proposals submitted by the technically qualified Bidders shall be carried out by comparing the present value of the revenue derived on the basis of the annualized Input Rate for entire term of DFA, computed at a 13.10% (discount rate to be used for Financial Bid evaluation as per CERC notification dated 7 th October 2013) and the estimated energy input as mentioned in the Exhibit-9. Page 31 of 62

32 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for The methodology for computation of present value of revenue is explained with the help of an exhibit below: Year Estimated Energy Input (MUs) Annualized Input Rate (To be quoted by the Bidder) Rs./kWh Assuming discounting rate as 10%, the present value shall be calculated as: Year (A) Discounting Factor (B) Estimated Energy Input (MUs) (C) Annualised Input Rate (To be quoted by the Bidder) Rs./kWh (D) Present value of the Revenue (= B x C x D x ) Base Year 1 68,40,00, ,54,50, ,92,15, ,00,00, ,40,62, ,27,27, Total 68,40,00, The objective of the evaluation of the Financial Proposal is to shortlist a Bidder who has offered the maximum present value for the power to be injected by JVVNL at Input Points in the Franchisee Area The Bidders may note that Input Rates to be quoted by them shall be exclusive of taxes and Electricity Duty payable by the Distribution Franchisee to the Government of Rajasthan The Bidder short-listed after evaluation of Technical Proposal and has quoted the maximum present value for the power injected by JVVNL at Input Points, in the Financial Proposal, will ordinarily be selected for awarding the Project. However, JVVNL decision in the matter shall be final and binding on the bidder Annualized Input Rate for any of the year quoted by the bidders shall not be lower than the Minimum Benchmark Input Rate of the same year specified by JVVNL Any conditional Financial Proposal is liable for rejection. Page 32 of 62

33 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 7 Instructions to Bidders A single stage two-part (Technical Bid and Financial Bid) e-procurement system shall be followed for the Bid as per the RTPPA 2013 and RTPPR 2013 :- (i) Technical Bid, including Fee details (Tender Fee, RISL Processing Fee, EMD / Bid Security) in PDF format (ii) Financial Bid in MS-Excel format 7.1 Submission of Technical Proposal The Technical Proposal shall consist of the following documents in a manner as specified in Exhibit 1 to 7: S. No. Document Type Document Format 1 Covering Letter of Technical Proposal 2 Letter of Commitment 3 Format for Qualification Requirement as per the format specified at Exhibit 1 (in PDF Format) as per the format specified at Exhibit 2 (in PDF Format) as per the format specified at Exhibit 3 (in PDF Format) 4 Format for Authorization Letter from Affiliate of Bidder to use its financial capability for bidding as per the format specified at Exhibit 4 (in PDF Format) 5 Format for Financial requirement - Relationship & details of equity shareholding as per the format specified at Exhibit 5 (in PDF Format) 6 Undertaking regarding non-blacklisting 7 Letter of Acceptance 8 Tender Fee 9 RISL Processing Fee 10 Bid Security/ EMD as per the format specified at Exhibit 6 (in PDF Format) as per the format specified at Exhibit 7 (in PDF Format) Scanned copy of Demand Draft/Banker s Cheque (in PDF Format) Scanned copy of Demand Draft/Banker s Cheque (in PDF Format) Scanned copy of Demand Draft/Banker s Cheque (in PDF Format) Page 33 of 62

34 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 7.2 Submission of Financial Proposal The Financial Proposal, organized in a manner as specified in Exhibit 8 and 9 should be uploaded in MS-Excel format: S. No. Document Type Document Format 1 Covering Letter of Financial Proposal as per the format specified at Exhibit 8 (in PDF Format) 2 Financial Proposal as per the format specified at Exhibit 9 (in MS-Excel format given on e- procurement site) Bid shall be submitted in two separate files i.e. (i) Technical Bid (in PDF format) and (ii) Financial Bid (in MS-Excel format). Technical Bid and Financial Bid shall contain all documents/information as set forth in this RFP Document and in the format and manner as detailed in Clause 7.1 & 7.2 herein above. JVVNL shall not be responsible for any delay in receipt of the Proposal. Each page of the Proposal should be initialized by the authorized signatory of the Bidder and the bid should be accompanied by the letter of authorization in the name of the person who has signed the bid. The last date of submission of proposals shall be as per clause 7.4 of this RFP document. However, JVVNL reserves the right to extend the last date before the time of opening of proposals, if deemed necessary Bid shall be submitted/uploaded online on only. To participate in the bid Bidders must register on To participate in online Bidding Process, Bidders must procure a Digital Signature Certificate (Type III) as per Information Technology Act-2000 using which they can digitally sign their Bids. Bidders can procure the same from any Controller of Certifying Authorities (CCA) approved certifying agency, i.e. TCS, Safecrypt, Ncode etc. Bidders who already have a valid Digital Signature Certificate (DSC) need not procure a new DSC Bid (Technical Bid and Financial Bid) submitted/uploaded on shall be digitally signed with DSC of the Authorised Signatory. 7.3 Fees and Deposits RFP Document Fee The Bidder shall pay JVVNL a non-refundable amount of Rs 10,000/- [inclusive of applicable tax, if any], towards RFP document fee, by way of crossed Demand Draft/ Pay Order, drawn on a Nationalised/ Scheduled bank, in favour of Accounts Officer (TW), Jaipur Vidyut Vitaran Nigam Limited payable at Jaipur. Page 34 of 62

35 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for RISL Processing Fee The Bidder shall pay JVVNL a non-refundable amount of Rs 1,000/- [inclusive of applicable tax, if any], towards RISL processing fee, by way of crossed Demand Draft/ Pay Order, drawn on a Nationalised/ Scheduled bank, in favour of Managing Director, RISL payable at Jaipur After submission of Bid on the Bidders shall submit original Demand Draft/Banker s Cheque for RISL Processing Fee, RFP document fee and EMD/Bid Security as per the date, time and venue mentioned in Schedule of Bidding Process. Non-submission of the above shall lead to non-acceptance of the Bid submitted/uploaded by the Bidder. Bids, which are not accompanied by the above document fee/ receipt, shall be rejected by JVVNL as non-responsive The Bidder shall be responsible for all the costs associated with the preparation of the proposal and participation in discussions and negotiations. JVVNL shall not be responsible in any way for such costs, regardless of the conduct or outcome of this process. Earnest Money Deposit (EMD)/Bid Security Each Bidder shall submit an Earnest Money Deposit (EMD) of an amount Rs Crore in the form of Demand Draft drawn on a Nationalised /Scheduled bank, in favour of Accounts Officer (TW), Jaipur Vidyut Vitaran Nigam Limited, Jaipur payable at Jaipur After submission of Bid on the Bidders shall submit Demand Draft for EMD/Bid Security as per the date, time and venue mentioned in Schedule of Bidding Process. Non-submission of the above shall lead to nonacceptance of the Bid submitted/uploaded by the Bidder. Bids, which are not accompanied by the above document fee/ receipt, shall be rejected by JVVNL as nonresponsive Proposals, which are not accompanied by the above EMD, shall be rejected by JVVNL as non-responsive For unsuccessful Bidders, the EMD shall be refunded within 30 days signing the DFA with the selected Bidder For successful Bidder, EMD shall be released on the payment of the security deposit and performance guarantee The following shall cause the forfeiture of EMD. If the Bidder modifies/ withdraws it s Proposal except as per the provisions specified in the RFP; If the Bidder withdraws it s proposal before the expiry of the validity period of the Proposal; If the successful Bidder fails to provide the performance guarantee and security deposit and execute the DFA within the stipulated time or any extension thereof provided by JVVNL; Page 35 of 62

36 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for If any information or document furnished by the Bidder turns out to be misleading or untrue in any material respect. If the selected Bidder does not accept the Letter of Intent unconditionally within fifteen (15) days of issue of Letter of Intent or the period as extended by JVVNL; 7.4 Time Table and Milestones S. N. Event Description Date Issue of RFP Document (Start/End Date) Date, Time and Place of Pre-Bid Conference Manner & Last Date for Submission of Bid (Bid Due Date) Submission of Original Demand Draft/Banker s Cheque for Tender Fee, RISL Processing Fee and EMD/ Bid Security Submission of signed hard copy of RFP document including Distribution Franchisee Agreement (excluding price-bid) Date, Time and Venue of Technical Bid Opening Date, Time and Venue of Financial Bid Opening Document can be downloaded from Start Date : 15-Oct-2015 End Date : 30-Nov-2015 Date : 30-Oct-2015 Time : 11:00 AM Venue : Conference Hall, 1 st Floor, Vidyut Bhawan, Janpath, Jaipur Bid Submission Manner: Online at e-procurement website ( Last Date : 30-Nov-2015 Time : upto 5 PM only Date : 01-Dec-2015 Time : upto 2:00 PM only Venue : Office of the Accounts Officer (TW) Jaipur Vidyut Vitran Nigam Limited Old Power House Premises Bani Park, Jaipur Date : 01-Dec-2015 Time : upto 2:00 PM only Venue : Office of the Addl. Chief Engineer (M&P, PPP & DSM) Jaipur Vidyut Vitran Nigam Limited Old Power House Premises Bani Park, Jaipur Date : 01-Dec-2015 Time : 3:00 PM Venue : Office of the Addl. Chief Engineer (M&P, PPP & DSM) Jaipur Vidyut Vitran Nigam Limited Old Power House Premises Bani Park, Jaipur Shall be intimated to the Technically Qualified Bidders at appropriate time Page 36 of 62

37 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 7.5 Opening of Technical Proposal The Technical Proposal shall be opened as per the date, time and venue mentioned in Clause 7.4 of this RFP Document. If bidder wishes, one representative from each Bidder can be present at the time of Technical Bid Opening. The details regarding the Technical Proposal, as provided in the Exhibit 3 would be read out All the documents comprising of Technical Bid shall be downloaded from only for the Bidders who have submitted the original Demand Draft /Banker s Cheque for RISL Processing Fee, RFP document Fee and for EMD/ Bid Security as per the date, time and venue mentioned in Clause 7.4 of this RFP Document. 7.6 Responsiveness The following documents shall be enclosed with the bids: It is not received by the Due Date and time specified in the RFP. JVVNL does not take any responsibility for any delay in receiving the required documents by the Due Date and time. It is not accompanied by the required RFP document fee and RISL Processing Fee It is not accompanied by a valid Earnest Money Deposit / Bid Security If any of these documents are not enclosed with the Bid, the technical-bid shall not be opened The technical-bids submitted by Bidders shall be initially examined to establish Responsiveness. A Bid may be deemed Non-Responsive by JVVNL if it does not satisfy any of the following conditions: It does not include sufficient information including documentary proof towards the eligibility criteria for it to be evaluated and/ or it does not comply strictly with the formats specified. It is not signed and/ or sealed in the manner and to the extent indicated in this RFP document. The bidder seeks deviations on the RFP document and/or draft DFA document. If the bidder fails to submit the undertaking regarding non-blacklisting in the format mentioned at Exhibit 6. If the proposal submitted by the Bidder is not firm, revocable and shall not be valid for at least six months from the date of opening of Technical Proposals. If the Bidder does not provide all information including Technical & Financial capabilities in the formats prescribed in the Exhibits of this RFP document. Page 37 of 62

38 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for If the Bidder does not submit a signed hard-copy of the RFP document including Distribution Franchisee Agreement (DFA) as per the scheduled mentioned in this RFP If any of the above cited conditions are not fulfilled, the bids shall be considered as non-responsive and their financial bid shall not be opened. 7.7 Opening of Financial Proposal Date & Time for opening of financial proposal shall be notified by JVVNL. If bidder wishes, one representative from each Bidder can be present at the time of Financial Bid Opening Information relating to the examination, clarification, evaluation and recommendation for the short listed Bidders shall not be disclosed to any person, not officially concerned with the process. JVVNL would treat all information submitted as part of the proposal in confidence and will ensure that all who have access to such material treat it in confidence. JVVNL would not divulge any such information unless ordered to do so by any Government authority that has the power under law to require its disclosure. 7.8 Validity of terms of bids Each Proposal shall indicate that it is a firm and irrevocable offer, and shall remain valid and open for a period of not less than six months from the date of opening of Technical Proposal. Non-adherence to this requirement may be a ground for declaring the Proposal as non-responsive. In exceptional circumstances, JVVNL may solicit the Bidder s consent for extension of the period of validity. A Bidder accepting JVVNL request for extending the period of validity shall not be permitted to modify its Proposal. 7.9 Amendment in the RFP Document At any time prior to the Bid Due Date, the Authority may for any reason, whether on its own initiative or as a result of a response to a query received during Pre-Bid Conference, modify the RFP Document/extend Bid Due Date by issuing an Addendum The Addendum shall be published on and Each such Addendum shall become part of the RFP Document Language of the Bid The bid and all associated documents shall be in English language only. All communication and information should be provided in writing and in the English language only. Page 38 of 62

39 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 7.11 Other Instructions The Bids, that are incomplete in any respect and/or are not consistent with the requirements as specified in this RFP; and/or do not contain the Covering Letter, Letter of Commitment, and Letters of Acceptance as per the specified formats; would be considered non-responsive and would be liable for rejection After submission of Bid on the Bidders shall submit a signed hard copy of the RFP document including Distribution Franchisee Agreement as per the date, time and venue mentioned in Clause 7.4 of this RFP Document otherwise bid would be considered non-responsive and would be liable for rejection. The bidder shall sign each and every page of the RFP document including the Annexure i.e. DFA issued to them and shall submit on the date mentioned in the Clause 7.4 of this RFP document Strict adherence to formats, wherever specified, is required. Non-adherence to formats may be a ground for declaring the Proposal non-responsive. However, in case of Exhibit 2, if a bidder is unable to provide a letter of commitment as prescribed along with the proposal, the bidders shall have to provide an undertaking on a non-judicial stamp paper of requisite value that if awarded the work, they will produce the letter of commitment before the signing of the DFA All the communication and information provided should be legible, and wherever the information is given in figures, the same should also be mentioned in words No change in, or supplementary information to a Proposal shall be accepted after its submission. However, JVVNL reserves the right to seek additional information/documents from the Bidders, if found necessary, during the course of evaluation of the Proposal. Non-submission, incomplete submission or delayed submission of such additional information or clarifications sought by JVVNL, may be a ground for rejecting the Proposal The Bids shall be evaluated as per the criteria as specified in this RFP The Bidder should designate one person holding a Power of Attorney as per the format attached in Exhibit-11 ( Contact Person and Authorized Signatory ) to represent the Bidder in his dealings with JVVNL. This designated person should be authorized to perform all tasks including but not limited to providing information, responding to enquiries, entering into contractual commitments on behalf of the Bidder, etc If any claim made or information provided by the Bidder in the Proposal or any information provided by the Bidder in response to any subsequent query of JVVNL, is found to be incorrect or is a material misrepresentation of facts, then the Proposal may be liable for rejection JVVNL reserves the right to reject any or all the Proposal without assigning any reasons whatsoever Bidders intent to submit the proposal may contact the Superintending Engineer (Kota City) for due diligence and clarification of queries related to franchisee area before submitting their proposal. Page 39 of 62

40 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 1: Covering Letter for Technical Proposal (The covering letter is to be submitted by the Bidder along with the Technical Proposal. This should be on the Bidder s letterhead.) Date: Place: To, The Addl. Chief Engineer (M&P, PPP & DSM) Jaipur Vidyut Vitaran Nigam Limited Old Power House Premises, Banipark, Jaipur Dear Sir, Sub: Distribution Franchisee for Please find enclosed our Technical Proposal in respect of the Distribution Franchisee for ( Project ), in response to the Request for Proposal ( RFP ) document issued by JVVNL on DD/MM/YYYY. We hereby confirm the following: 1. The Proposal is being submitted by (name of the Bidder) in accordance with the conditions stipulated in the RFP. 2. We have examined in detail and have understood and agree to abide by all the terms and conditions stipulated in the RFP issued by JVVNL and in any subsequent communication sent by JVVNL. Our Technical Proposal is consistent with all the requirements of submission as stated in the RFP or in any of the subsequent communications from JVVNL. 3. We desire / do not desire to get credited for the financial strength of our Affiliate(s), and/or technical experience & track record of our Affiliate(s). Our Technical Proposal includes (only if desired to be credited for Affiliate(s) strength) the Letter(s) of Commitment in the format specified in RFP, from (mention name of the corporate entities that are Affiliate(s) /, who is/are the Affiliate(s) / as per the conditions stipulated in the RFP, of (mention name(s) of the Bidder / respective Member Companies). 4. Our Technical Proposal includes Letters of Acceptance, consistent with the format as specified in the RFP. 5. The information submitted in our Technical Proposal is complete, is strictly as per the requirements as stipulated in the RFP, and is correct to the best of our knowledge and understanding. We would be solely responsible for any errors or omissions in our Technical Proposal. Page 40 of 62

41 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for 6. Our proposal shall be valid for a period of six months from the last date of submission of this bid. We also will be willing to unconditionally extend the validity of our proposal if so desired by JVVNL. 7. We as the Bidder, designate Mr./Ms. (mention name, designation, contact address, phone no., fax no. etc) as our representative who is authorized through Power of Attorney to perform all tasks including but not limited to providing information, responding to enquiries, entering into contractual commitments on behalf of..., etc. in respect of the Project. For and on behalf of : Signature : (Authorised Signatory) Name of the Person : Designation : Date: (Please also affix Bidder s Rubber stamp) Page 41 of 62

42 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 2: Letter of Commitment (The letter of Commitment to be submitted, along with the Technical Proposal, shall be from the Affiliate(s) if any, the strengths of which are desired to be considered for the purpose of evaluation of the Technical Proposal) [On the Letter Head of the Affiliate(s)] Date: Place: To, The Addl. Chief Engineer (M&P, PPP & DSM) Jaipur Vidyut Vitaran Nigam Limited Old Power House Premises, Banipark, Jaipur Dear Sir, Sub: Distribution Franchisee for This has reference to the Technical Proposal being submitted by M/s. <Name of the Bidder>, in respect of Distribution Franchisee for ( Project ), in response to the Request for Proposal ( RFP ) document issued by JVVNL on DD/MM/YYYY. We hereby confirm our consent to information mentioned in the following: The Request for Proposal document issued by JVVNL; All subsequent communications between JVVNL and the Bidder, represented by (name of the Bidder) ; The Technical Proposal being submitted by (name of the Bidder). 2. We undertake to support (name of the Bidder for which the Letter of Commitment is being furnished) as detailed in the Technical Proposal being submitted by (name of the Bidder). 3. We therefore request JVVNL to consider our strengths, experience, and our track record as specified in the Proposal pursuant to the conditions specified in the RFP, for the purposes of evaluation of the Technical Proposal. For and on behalf of : Signature : (Authorised Signatory authorised by the Board of Direcors of affiliate(s)/power of Attorney ) Name of the Person : Designation : Page 42 of 62

43 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Note: The Bidder shall also attach the Board resolution to be passed by the Affiliate(s) of the Bidder where credentials of such Affiliate(s) have been used to meet the qualification requirements prescribed in RFP document. The bidder shall also attach the Board resolution/power of attorney to be passed by the affiliate(s) of the Bidder for the authorised signatory. Date: (Please also affix Affiliate's Rubber stamp) Page 43 of 62

44 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 3: Information Requirement for Technical Proposal FORM- 3A Format for Qualification Requirement [On the Letter Head of the Bidder] To, The Addl. Chief Engineer (M&P, PPP & DSM) Jaipur Vidyut Vitaran Nigam Limited Old Power House Premises, Banipark, Jaipur Dear Sir, Sub: Distribution Franchisee for falling under JVVNL 1. [Note: Applicable when Bidder possesses experience in handling Consumer Base on its own] This is to certify that M/s. <Insert name of Bidding Company> have the experience of handling a consumer base for the following financial years as tabulated below, in the activities of distribution of electricity including construction, operation and maintenance of distribution system, metering, billing and revenue collection for the following financial years as tabulated below: Financial Year Number of consumers in figure Number of consumers in word (1) (2) (3) FY FY FY FY FY [Note: Applicable when the Bidder owns equity in the Company (Affiliate) which in turn possesses experience in handling Consumer Base] This is to certify that M/s..<Insert name of the Bidder>, owns % <Insert the percent of Equity shareholding> of equity in the Company(ies).<Insert the name of the Company> which have the experience of handling consumer base for the following financial years as tabulated below, in the activities of distribution of electricity including Page 44 of 62

45 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for construction, operation and maintenance of distribution system, metering, billing and revenue collection. Financial Year Number of consumers in figure Number of consumers in word (1) (2) (3) FY FY FY FY FY [Note: The equity stake of the Bidder as on seven (7) days prior to the Bid Deadline shall be more than 50% in the company (ies) which possesses experience in handling Consumer Base.] Yours faithfully,. (Signature of the Authorised Signatory of the Bidder) Name: Date: Place: Date:... (Please also affix Bidder s Rubber stamp) NOTE: Bidders should attach the following: Copy of Memorandum of Association & Article of Association of the Bidder, duly certified by their respective Company Secretary Attach documentary proof in the form of copy of work order / certificate from concerned Local Authority / Regulatory Authority / the concerned entity in support of verification of numbers of electricity distribution consumer handling. The above sheet shall be signed and certified as true by any full time Director and statutory auditor of Bidder. Page 45 of 62

46 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Financial Capability FORM 3B Format for Qualification Requirement [On the Letter Head of the Bidder/Affiliate] To, The Addl. Chief Engineer (M&P, PPP & DSM), Jaipur Vidyut Vitaran Nigam Limited Old Power House Premises, Banipark, Jaipur Dear Sir, Sub: Distribution Franchisee for falling under JVVNL This is to certify that M/s. (Bidder/Affiliate) had a Net Worth as on March 31, 2015 of Rs... Crore computed based on audited annual accounts for the financial year as detailed below: S. N. Particulars Amount (in Rs.) 1. Paid up Share Capital (i) (ii) Equity Share Capital Preference Share Capital 2. Share/ Securities Premium Reserves & Surplus (excluding revaluation reserves) 4. Miscellaneous expenditure to the extent not adjusted or written off 5. Debit Balance of Profit & Loss A/C Total Net Worth ( ) Yours faithfully, (Signature and Stamp of the Statutory Auditor of the Bidder/Affiliate) Page 46 of 62

47 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Name: Date: Place:... Note: 1. Net Worth of only one Affiliate would be considered for evaluation therefore Bidder shall provide Net Worth of only one Affiliate. 2. In case the Net Worth of an Affiliate is provided, a certificate from the Authorised Signatory of the Affiliate is required stating the relationship with Bidder and the Affiliate alongwith clear consent to use Affiliate s Credential for the Pre-qualifications requirement as per the Exhibit 5 of this RFP document Bidder/affiliate should attach the Audited Annual Accounts for the respective financial year which is being used for meeting the Net Worth criteria as above in respect of the following: Bidder Affiliate(s) of Bidder, if applicable 3. For meeting the Net Worth criteria through the affiliate, the equity stake of the affiliate as on seven (7) days prior to the Bid Deadline shall be more than 50% in the Bidder. 4. Bidder shall submit the Board resolution for appointment of statutory auditor of the bidder or its affiliates (if the financial strength of the affiliate is considered). Page 47 of 62

48 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Format for Qualification Requirement [On the Letter Head of the Statutory Auditor of the Bidder/Affiliate] FORM 3C To, The Addl. Chief Engineer (M&P, PPP & DSM), Jaipur Vidyut Vitaran Nigam Limited Old Power House Premises, Banipark, Jaipur Dear Sir, Sub: Distribution Franchisee for falling under JVVNL This is to certify that M/s. (Bidder/Affiliate) had Gross Cash Accruals of Rs... Crore as on March 31, 2015 for computed based on the Audited Annual Accounts for financial year as detailed below Name of (Bidder/Affiliate) Particular for FY Amount (in Rs.) 1. Profit After Tax M/s. 2. Depreciation 3. Non-cash Expenses Gross Cash Accruals ( ) Yours faithfully, (Signature and Stamp of the Statutory Auditor of the Bidder/Affiliate) Name: Date: Place:... Page 48 of 62

49 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Note: 1. Gross Cash Accruals of only one Affiliate would be considered for evaluation therefore Bidder shall provide Gross Cash Accruals of only one Affiliate. 2. In case the Gross Cash Accruals of an Affiliate is provided by the Bidder, it must be of the same Affiliate of which Net Worth is provided as per Exhibit 3B. 3. In case the Gross Cash Accruals of an Affiliate is provided, a certificate from the Authorised Signatory of the Affiliate is required stating the relationship with Bidder and the Affiliate along with clear consent to use Affiliate s Credential for the Pre-qualifications requirement as per the Exhibit 5 of this RFP document 4. For meeting the Gross Cash Accruals criteria through the affiliate, the equity stake of the affiliate as on seven (7) days prior to the Bid Deadline shall be more than 50% in the Bidder. 5. Bidder shall submit the Board resolution for appointment of statutory auditor of the bidder or its affiliates( if the financial strength of the affiliate is considered). 6. Bidders should attach the Audited Annual Accounts for the respective financial year which is being used for meeting the Gross Cash Accrual criteria as above in respect of the following: Bidder Affiliate(s) of Bidder, if applicable 7. In any case the Bidders must attach the Audited Annual Accounts for financial year which is being used for meeting the Financial criteria as per Exhibit 3B & 3C in respect of the following: Bidder Affiliate of the Bidder, if applicable Page 49 of 62

50 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 4: Letter of Authorisation from Affiliate(s) of Bidder whose financial capability has been used by the Bidder [On the letter head of the Affiliate(s) whose financial capability has been used by Bidder] (The letter of Authorisation to be submitted, along with the Technical Bid, shall be from each of the Affiliate(s), if any, the financial capability of which is desired to be considered for the purpose of meeting the financial Qualification Requirements) To, The Addl. Chief Engineer (M&P, PPP & DSM), Jaipur Vidyut Vitaran Nigam Limited Old Power House Premises, Banipark, Jaipur Dear Sir, Sub: Sub: Distribution Franchisee for We refer to the RFP dated... issued by you for appointment of the Distribution Franchisee for. We confirm that M/s.. <Insert name of Bidder> has been authorised by us to use financial capability for meeting the Qualification Requirements for the appointment of the Distribution Franchisee for Kota city. We have carefully read and examined in detail the RFP including in particular, Clause of the RFP, and confirm that, we hereby submit legally binding undertaking supported by a board resolution that all the equity investment obligations of M/s.. <Insert name of Bidder>, shall be deemed to be our equity investment obligations and in the event of any default by M/s. <Insert the name of the Bidder> the same shall be met by us... (Signature of the Authorised Signatory of the Affilate(s) duly authorised by the Board of Directors/power of attorney ) Name: Date: Place:. Date: (Please also affix affiliate s Rubber stamp) Note: The Bidder shall also attach the Board resolution to be passed by the Affiliate(s) of the Bidder where credentials of such Affiliate(s) have been used to meet the financial capability prescribed in RFP document. The Bidder shall also attach the Board resolution/power of attorney to be passed by the affiliate(s) of the Bidder for the authorised signatory. Page 50 of 62

51 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 5: Format for Financial Requirement Relationship & Details of Equity Shareholding (Refer Clause 6.1.4) [To be filled by Bidder if credentials of Affiliate(s) have been used] (On the Letter Head of the Bidder) To, The Addl. Chief Engineer (M&P, PPP & DSM), Jaipur Vidyut Vitaran Nigam Limited, Old Power House Premises, Banipark, Jaipur Dear Sir, Sub: Distribution Franchisee for We certify that M/s.... <Bidder to insert name of the Bidder > have considered the financial capability of its Affiliate(s), for the purpose of meeting Qualification Requirements as per the instructions provided in the RFP. The name of Affiliate(s), nature of relationship(s) with such Affiliate(s) and details of equity holding are as follows: Name of Company whose credentials considered for meeting the financial criteria as per Clause and of the RFP Type of credentials considered (Net Worth/ Gross cash accruals) Relationship of the Affiliate(s) with Bidder Details of equity shareholding (refer notes below) as on.. [Insert date which should not be later than thirty (30) days prior to Bid Deadline] Company 1.. Yours faithfully,.. (Signature of the Authorised Signatory of the Bidder) Name: Date: Place:. Date:. (Please also affix Bidder s Rubber stamp) Note: In case of Affiliate(s), the equity holding of the Bidder in the Affiliate(s) or vice-versa needs to be specified. Submit documentary evidence in support of equity holding. Page 51 of 62

52 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for To, Exhibit 6: Undertaking Regarding Non-Blacklisting (This undertaking is to be submitted by the Bidder and Affiliate, if applicable along with the Technical Proposal. This should be on a non-judicial stamp paper of Rs. 100/-) The Addl. Chief Engineer (M&P, PPP & DSM), Jaipur Vidyut Vitaran Nigam Limited, Old Power House Premises, Banipark, Jaipur Dear Sir, Sub: Distribution Franchisee for This undertaking is being submitted in respect of the Distribution Franchisee for ( Project ), in response to the Request for Proposal ( RFP ) document issued by JVVNL DD/MM/YYY. We hereby confirm the following: 1. We have never been blacklisted by any Government Department or Public Sector Undertaking of any State Government in India or the Government of India. 2. We understand and agree that if this information is found to be incorrect at any stage before technical and financial evaluation; our proposal will be considered as nonresponsive and rejected accordingly. 3. We further understand and agree that if the project is awarded to us on the strength of this undertaking and this undertaking is found to be incorrect post award of project, this will be treated as Event of Default in terms of Article 17.1 of the Distribution Franchisee Agreement and dealt with as provided for in that article. For and on behalf of : Signature : (Authorised Signatory) : Name of the Person : Designation : Date: (Please also affix Bidder s Rubber stamp) Page 52 of 62

53 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 7: Letter of Acceptance (The Letter of Acceptance is to be submitted by the Bidder along with the Technical Proposal. This should be on the company s letterhead.) To, The Addl. Chief Engineer (M&P, PPP & DSM), Jaipur Vidyut Vitaran Nigam Limited, Old Power House Premises, Banipark, Jaipur Dear Sir, Sub: Letter of Acceptance With reference to Request for Proposal ( RFP ) document issued by JVVNL on DD/MM/YYY, I/we, having examined the RFP and DFA Documents and understood their contents, hereby submit my/our Bid for the aforesaid Project. 1. I/We acknowledge the receipt of RFP Documents together with its Amendments/ Errata/ Clarifications issued from time to time by JVVNL and agree and undertake to abide by all the terms and conditions of the RFP documents read in conjunction with its amendment(s) /errata/clarification(s) 2. I/We agree and understand that our Bid is subject to the provisions of the RFP Documents / addenda / errata / corrigenda and in case of any deviation(s)/ exception(s)/ variation(s) observed in our Bid with respect to any provision(s) of RFP Documents / addenda / errata / corrigenda, the provisions of RFP documents / addenda / errata / corrigenda shall prevail. 3. I/ We certify that all information provided herein is true and correct; nothing has been omitted and concede; and all documents accompanying the Bid are true copies of their respective originals. 4. I/ We undertake to make available to JVVNL any /all additional information found necessary or required to supplement or authenticate the Bid. 5. I/ We acknowledge the right of JVVNL to reject our Bid without assigning any reason or otherwise. 6. I/ We declare that: (a) I/ We have examined and have no reservations to the Bidding Documents, including any Addendum /Corrigenda issued by JVVNL; and (b) I/ We do not have any conflict of interest in accordance with the RFP document; and (c) I/We have not directly or indirectly or through any agent engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as defined in the RFP document, in respect of any tender or request for proposal issued by or any agreement entered into with JVVNL or any other public sector enterprise or any government, any agency of Central or State; and Page 53 of 62

54 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for (d) I/ We hereby certify that we have taken steps to ensure that in conformity with the provisions of the RFP, no person acting for us or on our behalf has engaged or will engage in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice; and 7. I/ We understand that JVVNL may cancel the Bidding Process at any time without assigning any reason and that JVVNL is neither bound to accept any Bid that it may receive nor to invite the Bidders to Bid for the Project. 8. I/ We hereby undertake not to challenge or question any decision taken by JVVNL in connection with the selection of the Bidder through this Bidding Process itself, in respect of the above mentioned Project and the terms and implementation thereof. 9. In the event of my/ our being declared as the Successful Bidder, I/We agree to execute Distribution Franchisee Agreement in accordance with the draft agreement furnished to me/us on or prior to the Bid Due Date and shall be abide by the terms and conditions of Distribution Franchisee Agreement. We agree to accept draft Distribution Franchisee Agreement unconditionally within the prescribed period and to abide by the terms and conditions of the same. 10. I/We have studied the RFP document / addenda / errata/ corrigenda carefully and also surveyed the Franchisee Area. We understand that as set forth in the Distribution Franchisee Agreement, we shall have no claim, right or title arising out of any document or information provided to us by anyone in respect of any matter arising out of or relating to the Bidding Process including the award of the Project. 11. I/We agree and understand that the Bid is subject to the provisions of the RFP Documents. In no case, I/We shall have any claim or right of whatsoever nature if the Project is not awarded to me/us or our Bid is not opened or rejected. 12. I/ We shall keep our Bid valid for atleast 180 (one hundred and eighty) days from the last date of the submission of bid specified in the RFP document / addenda / errata / corrigenda or for the period extended by JVVNL. In witness thereof, I/we submit this Bid under and in accordance with the terms of the RFP document. (Signature of the Authorised Signatory of the Bidder) Date: Place: Signature : (Authorised Signatory) Name of the Person : Designation : Date: (Please also affix Bidder s Rubber stamp) Page 54 of 62

55 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 8: Information Requirement for Financial Proposal (This covering letter for Financial Proposal is to be submitted by the Bidder along with the Financial Proposal.) To, The Addl. Chief Engineer (M&P, PPP & DSM), Jaipur Vidyut Vitaran Nigam Limited, Old Power House Premises, Banipark, Jaipur Date: Place: Dear Sir, Sub: Distribution Franchisee for falling under JVVNL Please find enclosed of our Financial Proposal in respect of the Distribution Franchisee for Kota City ( Project ), in response to the Request for Proposal ( RFP ) document issued by JVVNL on DD/MM/YYYY. We hereby confirm the following: 1. The Proposal is being submitted by (name of the Bidder) who is the Bidder in accordance with the conditions stipulated in the RFP. 2. We have examined in detail and have understood, and abide by; all the terms and conditions stipulated in the RFP document issued by JVVNL and in any subsequent communication sent by JVVNL. 3. Our Financial Proposal is consistent with all the requirements of submission as stated in the RFP or in any of the subsequent communications from JVVNL. 4. We would be solely responsible for any errors or omissions in our Financial Proposal. For and on behalf of : Signature : (Authorised Signatory) : Name of the Person : Designation : Date: (Please also affix Bidder s Rubber stamp) Page 55 of 62

56 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 9: Format for Financial Proposal Year Estimated Annual Energy Input (MUs) Minimum Benchmark Input Rates (Rs/kWh) Annualised Input Rate (Rs/ kwh) (Up to three decimal place) Note: (1) The annualized Input Rate to be quoted by the Bidders shall be exclusive of Electricity Duty (ED), Tax on Sale of Electricity (ToSE), Municipal Taxes (MT) and any other taxes/levies/duties that have been levied by the State Government and also subsidy on electricity tariff offered by the State Government. (2) The bidders are not allowed to quote annualized input rate below the minimum benchmark input rate specified for each of the year by JVVNL in Exhibit 9. (3) The bidders shall quote the annualised Input rate (Rs/Kwh) upto three decimal places in financial proposal in Excel sheet given at e-procurement site only Page 56 of 62

57 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 10: Bank Guarantee Format Ref.:.. Date:. Bank Guarantee No.. 1. In accordance with the tender specification No. of Jaipur Vidyut Vitaran Nigam Limited (hereinafter referred to as the JVVNL ) for the work of selection of Distribution Franchisee for Distribution of Electricity along with meter reading, billing, collection, operation maintenance etc. for of Rajasthan, M/s (Company Name) Address.(hereinafter referred to as Bidder ) wished to participate in the said tender and as a Bank Guarantee for the sum of Rs valid for a period of from the date of opening of technocommercial bid as required to be submitted by the Bidder, we the (Name of the Bank) (hereinafter referred to as The Bank ) do hereby unequivocally and unconditionally guarantee and undertake to pay during the above said period, on written request by JVVNL, an amount not exceeding Rs Only to JVVNL without any reservation. The guarantee would remain valid up to 5.00 P.M. of....(date) and if any further extension to this is required, the same will be extended on receiving instructions from the Bidder on whose behalf this guarantee has been issued. 2. We, the.. (Indicate the name of the Bank) do hereby further undertake to pay the amounts due and payable under this guarantee without any demur, merely on demand from JVVNL stating that the amount claimed is due by way of loss or damage caused to or would be caused to or suffered by JVVNL by reason of any breach by the said Bidder(s) of any of the terms of conditions and failure to perform said tender. Any such demand made on the Bank shall be conclusive as regards the amount due and payable by the Bank under this guarantee. However, our liability under this guarantee shall be restricted to an amount not exceeding Rs. 3. We, the.. (Indicate the name of the Bank) undertake to pay to JVVNL any money so demanded notwithstanding any dispute or disputes raised by the Bidder(s) in any suit or proceeding instituted/ pending before any court of tribunal relating thereto, our liability under this present being absolute and unequivocal. The payment so made by us under this bond shall be a valid discharge of our liability for payment there under and the Bidder(s) shall have no claim against us for making such payment. 4. We, the.. (Indicate the name of the Bank) further agree that the guarantee herein contained shall remain in full force and effect during the aforesaid period of.. days and it shall continue to be so enforceable till all the dues of JVVNL under or by virtue of the said tender have been fully paid and its claims satisfied or discharges or till JVVNL certifies that the terms and conditions of the Page 57 of 62

58 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for said tender have been fully and properly carried out by the said Bidder(s) and accordingly discharges this guarantee. Unless a demand or claim under this guarantee is made on us in writing on or before the.. We shall be discharged from all liability under this guarantee thereafter. 5. We, the.. (Indicate the name of the Bank) further agree with JVVNL that JVVNL shall have the fullest liberty without our consent and without effecting in any manner our obligations hereunder to vary any of the terms and conditions of the said tender or to extend time of performance by the said Bidder(s) from time to time or to postpone for any times or from time to time only of the powers exercisable by JVVNL against the tender Bidder(s) and to forebear or enforce any of the terms and conditions relating to the said tender and we shall not be relieved from our liability by reason of any such variation, postponement or extension being granted to the said Bidder(s) or for any forbearance act or omission on the part of JVVNL or any indulgence by JVVNL to the said Bidder(s) or by any such matter or thing what-so-ever which under the law relating to sureties would, but for this provision, have effect of so relieving us. 6. This guarantee will not be discharged due to the change in the name, style and constitution of the Bank or the Bidder(s). 7. We, the.. (Indicate the name of the Bank) lastly undertake not to revoke this guarantee during its currency except with the previous consent of JVVNL in writing. Dated, the day of Witness: For (Indicate name of Bank) Page 58 of 62

59 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 11: Power of Attorney for Signing Authority Know all men by these presents, We (name of the Bidder and address of the registered office) do hereby irrevocably constitute, nominate, appoint and authorize Mr./Ms. (name), who is presently employed with us, (name of the Bidder) and holding the position of , as our true and lawful attorney (hereinafter referred as the Authorised Signatory ) to do in our name and on our behalf, all such acts, deeds and things as are necessary or required in connection with or incidental to submission of our Bid for Appointment of Distribution Franchisee for Distribution and supply of Electricity in (hereinafter referred to as Project ) issued by the Jaipur Vidyut Vitaran Nigam Limited ( Authority ) including but not limited to signing and submission of all Bids, Bids and other documents and writings, participate in Pre-Bid and other conferences and providing information/responses to the Authority, representing us in all matters before the Authority, signing and execution of all contracts including the License Agreement and undertakings consequent to acceptance of our Bid, and generally dealing with the Authority in all matters in connection with or relating to or arising out of our Bid for the said Project and/or upon award thereof to us and/or till the entering into of the License Agreement with the Authority. AND we hereby agree to ratify and confirm all acts, deeds and things done or caused to be done by our said Authorised Signatory pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Authorised Signatory in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us. IN WITNESS WHEREOF WE,, THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS DAY OF., 2015 For (Signature, name, designation and address of the official authorised by the Board of the Bidder to further delegate/authorise. Copy of the Board Resolution to this effect certified by the Company Secretary also to be enclosed) Witnesses: (Notarized) Accepted (Signature) (Name, Title and Address of the Authorised Signatory) Page 59 of 62

60 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Notes: The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executants and when it is so required, the same should be under common seal affixed in accordance with the required procedure. Wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a board or shareholders resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder. For a Power of Attorney executed and issued overseas, the document will also have to be legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is being issued. However, the Power of Attorney provided by Bidders from countries that have signed the Hague Legislation Convention, 1961 are not required to be legalised by the Indian Embassy if it carries a conforming Apostle certificate. Page 60 of 62

61 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Exhibit 12: Code of Conduct issued by Ministry of Power, Govt. of India for Grant of Distribution Business License Page 61 of 62

62 Request for Proposal (RfP) for Appointment of Input plus Investment based Distribution Franchisee for Distribution and Supply of Electricity in RFP for Page 62 of 62

63 Distribution Franchisee Agreement between Jaipur Vidyut Vitran Nigam Limited (JVVNL) and [Name of Distribution Franchisee Operator] for Distribution of Electricity in

64 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in DFA for TABLE OF CONTENTS 1 DEFINITIONS AND INTERPRETATION: Definitions Interpretations: CONDITIONS PRECEDENT & CONDITIONS SUBSEQUENT TO THE AGREEMENT Conditions Precedent to be Satisfied by the Distribution Franchisee & JVVNL Conditions Subsequent to be Satisfied by the Distribution Franchisee & JVVNL TERM OF AGREEMENT Term of Agreement: Early Termination Event of Abandonment Survival GRANT OF DISTRIBUTION FRANCHISE Grant of Franchise Legal Status of Distribution Franchisee Exclusivity Franchisee Area Effect of Acceptance Directions Intent ACTIVITIES OF DISTRIBUTION FRANCHISEE Right of Use to JVVNL Distribution Assets Page 2 of 83

65 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in DFA for 5.2 New Capital Expenditure Supply of O&M Spares Supply of Energy Liabilities and Obligations Technical Duties and Responsibilities of the Distribution Franchisee Commercial Duties and Responsibilities of the Distribution Franchisee DUTIES AND RESPONSIBILITIES OF JVVNL METERING AND MEASUREMENT Metering System Inspection and Testing of Meters Inaccuracy of Meters Measurement BILLING AND PAYMENT Billing Payment ARREARS PROVISION FOR SUBSIDY TREATMENT OF TAXES, DUTIES & LEVIES PAYMENT SECURITY DEPOSIT AND PERFORMANCE GUARANTEE DEPUTATION OF JVVNL EMPLOYEES REPORTING AND AUDIT Reporting Audit INDEMNIFICATION Page 3 of 83

66 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in DFA for 15.1 Indemnification by Distribution Franchisee to JVVNL and its consultants: The Distribution Franchisee during the term of this Agreement shall indemnify, defend and hold JVVNL, its officials, and consultants harmless against: Indemnification by JVVNL to Distribution Franchisee: Procedure for claiming indemnity Indemnifiable Losses INSURANCE The Distribution Franchisee at its own discretion shall insure the Distribution Franchisee Assets during the Term of Agreement in its own name The Distribution Franchisee shall also obtain and keep in effect all insurances required under the Laws of India EVENTS OF DEFAULT AND TERMINATION Distribution Franchisee Event of Default JVVNL Event of Default Termination Procedure for Event of Default by Distribution Franchisee Termination Procedure for JVVNL Event of Default Consequences of Termination Step In Rights of JVVNL Expiry Payment Termination Payment in case of JVVNL Event of Default Termination Payment in case of Distribution Franchisee Event of Default GOVERNING LAW AND DISPUTE RESOLUTION Governing Law Amicable Settlement Disputed Payments Page 4 of 83

67 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in DFA for 18.4 Severability FORCE MAJEURE MISCELLANEOUS PROVISIONS LIST OF ANNEXURE (1-11) List of Annexure Annexure 1 : Brief description of Franchisee Area Annexure 2 : Methodology for energy audit Annexure 3 : Specifications of consumer service centre Annexure 4 : Schedule of Annualized Input Rate Annexure 5 : Procedure for Recovery of Arrear Annexure 6 : Performance Guarantee Annexure 7 : Notification of Electricity Duty Annexure 8 : Details of projects approved under schemes of Government of India or the State Government or any Department or Undertakings thereof or any multilateral funding organizations Annexure 9 : Order on RERC approved depreciation rate Annexure 10 : Detailed report on audited Average Billing Rate Annexure 11 : List of open access consumers Page 5 of 83

68 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Distribution Franchisee Agreement DISTRIBUTION FRANCHISEE AGREEMENT BETWEEN JVVNL AND M/s This Agreement made at [Name of the Place] this. day of [Month], [Year] between Jaipur Vidyut Vitaran Nigam Limited, a company registered under the Companies Act, 1956 having its registered office at Vidyut Bhawan, Janpath, Jaipur, hereinafter referred to as JVVNL (which expression unless repugnant to the context or meaning thereof shall include its successors and assigns) of the ONE PART and [Insert the name of SPV incorporated by the Selected Bidder] a company registered under the Companies Act, 1956 having its registered office at [Insert registered office address of the SPV -] Hereinafter referred to as the Distribution Franchisee (which expression unless repugnant to the context or meaning thereof shall include its successors and permitted assigns) of the OTHER PART. and [Insert the name of the Selected Bidder] a company registered under the Companies Act, 1956 having its registered office at [Insert registered office address of the Bidder] Hereinafter referred to as the Bidder (which expression unless repugnant to the context or meaning thereof shall include its successors and permitted assigns) who will the guarantor of all the obligations and liabilities of the Distribution Franchisee of the OTHER PART. WHEREAS: A. JVVNL is a Distribution Licensee under the provisions of the Electricity Act, 2003 (the Act ) having license to supply electricity in the eastern part of the state of Rajasthan. B. Under the provisions of the Act, JVVNL is entitled to distribute electricity in a specified area within its area of supply through another person referred to as Franchisee. C. For the purpose of sale and supply of electricity in the Kota Area Urban Distribution Divisions of JVVNL as more particularly described hereinafter, JVVNL selected M/s. [insert the name of the SPV incorporated by selected bidder] Limited through the competitive bidding process. D. JVVNL issued a Letter of Intent No dated..to the said M/s [ Insert the name of the SPV incorporated by Selected Bidder] Limited and the same had been accepted by M/s. [Insert the name of the SPV incorporated by Selected Bidder] Ltd. E. The parties have agreed to record the terms and conditions for distribution and supply of Page 6 of 83

69 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for electricity within the Franchisee Area by executing this Distribution Franchisee Agreement. F. The parties are fully aware that this Agreement is for distribution of electricity for distribution in Franchisee Area through the Distribution Franchisee as contemplated under the Electricity Act NOW, THEREFORE, IN VIEW OF THE FOREGOING PREMISES AND IN CONSIDERATION OF THE MUTUAL COVENANTS, PREMISES AND AGREEMENTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: Page 7 of 83

70 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for 1 DEFINITIONS AND INTERPRETATION: 1.1 Definitions In this Agreement, unless the context otherwise requires, (i) Agreement Representative Means the person nominated by the Parties as set forth in Article (ii) Base Year (iii) RERC Means the Financial Year Shall mean the Rajasthan Electricity Regulatory Commission, Jaipur, or its successor(s). (iv) Collection Efficiency Shall mean the ratio of revenue actually realized from consumers (including the subsidy amount, if any) and energy amount billed to Consumers (including the subsidy amount, if any), in percentage terms for a particular period and shall be calculated as below: Collection Efficiency = (Revenue realized from Consumers in rupees= /Energy Billed to Consumers in rupees)*100 (v) Consumer Shall mean consumer of irrespective of voltage level at which electricity is supplied to him/her and as defined under the Electricity Act, (vi) Complaint Means any written or electronic correspondence by a Consumer expressing dissatisfaction with the products, services, or customer service of the Distribution Franchisee. (vii) Contract Year Shall mean each successive period of one year beginning from the Effective Date of this Agreement. (viii) Distribution System Means the system of wires and associated facilities between the delivery points on the transmission lines or the generating station connection and the point of connection to the installation of the Consumers. (ix) Distribution Means the supply and conveyance of electricity by means of distribution system. (x) Distribution Assets Shall mean the assets employed by JVVNL / Distribution Franchisee in the Franchisee Area for distribution of electricity. Page 8 of 83

71 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for (xi) JVVNL Distribution Assets Shall mean the assets created and employed by JVVNL in the Franchisee Area as on effective date, beyond the input points, for distribution of electricity including 33 kv, 11 kv and LT Lines, both overhead and underground, 33/11 kv Substations, control rooms, 11/0.4 KV Sub-stations, HV/LV underground cables, electrical plant, control switch gear, meters having design voltage 33 kv and below, service lines and other similar assets at the consumer end and other assets employed by JVVNL for distribution of electricity including Complaint Centers, Billing/IT Centers, Collection Centers, Stores (except major Stores to be specified by JVVNL), Transformer Repair Workshops/Test Labs dedicated to the Franchisee Area, Division/Sub-division/Distribution Centre offices together with furniture, fixtures, IT hardware/software and communication equipments. It shall include vacant land owned by JVVNL identified for creation of sub-stations and offices. It will also include residential accommodations which are presently occupied by JVVNL Staff who may choose to go on deputation with the DF or are lying vacant, community hall and training centers and other offices spaces and open land which may not be required by JVVNL after handing over to the DF subject to an undertaking from the DF that the property owned by JVVNL shall not in any way be sold, transferred, disposed off, alienated, mortgaged or sub-let by it as well as such properties shall not be used by the Distribution Franchisee for any other purpose. No rent shall be charged by JVVNL for the assets handed over to the franchisee. (xii) Franchisee Distribution Assets Shall mean the assets created and employed by Distribution Franchisee for distribution of electricity. (xiii) Distribution Losses Shall mean the difference between energy supplied at the Input Points and Energy Billed to Consumers in percentage terms for a particular period and shall be computed as below: Distribution Losses= (Net Energy supplied at Input Points less Energy Billed to Consumers in kwh)/ Net Energy supplied at Input Points in kwh*100 (xiv) Effective Date Shall mean the date of handing over of the business operations of Franchisee Area by JVVNL to the Distribution Franchisee pursuant to this Agreement after the conditions precedents are satisfied. Such date shall be mutually decided by JVVNL and the Distribution Franchisee. (xv) Engineer-in-Charge Shall mean any person, nominated by each of the Parties as set forth in Article (xvi) Expiry Date Shall mean the 20th (twentieth) anniversary of the Effective Date. (xvii) Expiry Payment Page 9 of 83

72 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Shall mean the payment to be made on expiry of the Agreement by either Party to the other Party as per Article-17. (xviii) Termination Payment Shall mean the payment to be made on Termination of the Agreement by either Party to the other Party as per Article-17. (xix) Extra High Voltage or EHV Shall mean any voltage equal to & above 132,000 Volts subject to permissible variations. (xx) Franchise Means the rights granted by JVVNL to the Distribution Franchisee to act as a franchisee of JVVNL to purchase and distribute electricity in the Franchisee Area and all the rights, powers and authorities available to JVVNL as a distribution licensee necessary to fulfill the obligations and responsibilities as contemplated under this Agreement and which can be conferred upon the Distribution Franchisee under the Act. (xxi) Franchisee Area Shall mean the area as mentioned in the Article- 4.4 in respect of which the Distribution Franchisee shall act as a franchisee of JVVNL. (xxii) Force Majeure (xxiii) GoR Without limiting the general limitations of liability in any way arising under this Agreement neither party is responsible for failure or delay in performance of services or obligations hereby undertaken due to occurrence of any event of force Majeure including acts of God, acts of any Government (de jure or de facto) or regulatory body or public enemy, war, riots, embargoes, industry-wide strikes, the reduction in supply due to outage of generation facilities/ transmission lines or any other causes, circumstances, or contingencies, whether of a similar or dissimilar nature to the foregoing, beyond the parties control, which cannot be reasonably forecast or prevented, thereby, hindering the performance by the parties of any of their obligations hereunder. Means the Government of Rajasthan and any Ministry, Department, or any other Authority of the Government of Rajasthan. (xxiv) Input Energy Shall mean sum total of net energy supplied to the Franchisee Area through all Input Points. (xxv) Input Points Shall mean 132Kv, 33 kv and 11kV side of 220/132kV, 220/33 kv, 132/33 kv and 220/11kV, 132/11KV power transformers at EHV Sub-stations, if the same is supplying power only to the franchise area. In case 220/33 kv, 220/11Kv, 132/33 kv and/or 132/11 kv power transformers are also supplying to area(s) other than Page 10 of 83

73 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for the franchise area, the respective 33 kv and/or 11 kv feeders supplying to franchise area shall be considered as input points and shall include such other EHV/HV substations or feeders, 33 kv & 11 kv cross-over points and all the injection points of Captive Power Plants, IPPs, Non-conventional energy sources which may feed energy to the Franchisee Area at the Effective date or during the term of the Agreement. (xxvi) Input Rate (xxvii) Law Shall mean Rupees per unit of electricity supplied by JVVNL at the Input Points as quoted in the accepted Financial Proposal of the Distribution Franchisee in Annexure-4. Means, in relation to this agreement, all laws in force in India and would include any statute, ordinance, regulation, notice, circular, code, rule or direction, or any interpretation of any of them by a Governmental instrumentality and also includes all applicable Rules, Regulations, Orders, Directions, Notifications by a Governmental instrumentality pursuant to or under any of them and shall include all Rules, Regulations, Decisions, Directions and Orders of RERC. (xxviii) Major Incident Means an incident associated with the Distribution and retail supply of electricity in the Franchisee Area, which results in a significant interruption of service, substantial damage to equipment, or loss of life or significant injury to human beings and shall include any other incident, which JVVNL expressly declares to be a major incident. Significant interruption of service for this purpose shall mean interruption impacting more than 10,000 Consumers continuously for a period of more than 24 hours and substantial damage to equipment shall mean damage to Distribution Assets exceeding Rs 50 Lacs in gross value. (xxix) Open Access Shall mean open access as defined in the Electricity Act (xxx) Person Shall include any company or body corporate or association or body of individuals, whether incorporated or not, or artificial juridical person. (xxxi) Prudent Utility Practices 1.2 Interpretations: Shall mean the practices, methods and standards that are generally accepted nationally from time to time by electric utilities for the purpose of ensuring the safe and efficient distribution of electricity, operation and maintenance of Distribution Assets etc. In this Agreement, unless the context otherwise requires: (i) A reference to the singular shall include a reference to the plural and vice versa; and a reference to any gender shall include a reference to the other gender. Page 11 of 83

74 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for (ii) A reference to any Article, Clause, Appendix, Schedule, Attachment or Annex shall be to an Article, Clause, Appendix, Schedule, Attachment or Annex of this Agreement. (iii) The Appendices, Schedules, Attachments and Annexes form an integral part of this Agreement. In the event of any conflict between any provision of the Articles and any provision of the Appendices, Schedules, Attachments or Annexes, the provision of the Articles shall prevail. (iv) Reference to any law or regulation having the force of law includes a reference to that law or regulation as from time to time amended, modified, supplemented extended or re-enacted. (v) Any reference to time shall, except where the context otherwise requires, be construed as a reference to the time in India. Any reference to the calendar shall be construed as reference to the Gregorian calendar. (vi) The headings of the Articles, Clauses, Appendices, Schedules, Attachments and Annexes in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. (vii) The words include or including shall be deemed to be followed by without limitation or but not limited to whether or not they are followed by such phrases. (viii) Unless the context otherwise requires, any period of time referred to shall be deemed to expire at the end of the last date of such period. (ix) If any provision in Article 1 is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement; (x) The rule of construction, if any, that a contract should be interpreted against the parties responsible for the drafting and preparation thereof, shall not apply; (xi) All references to agreements, documents or other instruments include (subject to all relevant approvals) a reference to that agreement, document or instrument as amended, supplemented, modified, substituted, novated or assigned from time to time. 2 CONDITIONS PRECEDENT & CONDITIONS SUBSEQUENT TO THE AGREEMENT 2.1 Conditions Precedent to be Satisfied by the Distribution Franchisee & JVVNL Submission of Payment Security Deposit The Distribution Franchisee shall secure the payment security deposit by providing Letter of Credit to the satisfaction of JVVNL from any nationalized bank or Scheduled Bank for an amount equivalent to two months estimated amount payable to JVVNL by Distribution Franchisee based on energy input at Input Points in Franchisee Area and Input Energy Rate (Including the two months equivalent estimated amount of Electricity Duty and other charges) quoted by the Distribution Franchisee for first year of Franchisee term. Page 12 of 83

75 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for JVVNL and [Name of the Franchisee] shall also sign a Default Escrow Agreements and the Agreement to Hypothecate Cum Deed of Hypothecation for the purpose of collateral arrangement. This payment security mechanism shall be governed as per conditions stipulated in Article Submission of Performance Guarantee The Distribution Franchisee shall secure the guarantee to perform by providing Performance Guarantee to the satisfaction of JVVNL from any nationalized bank or Scheduled Bank for an amount of Rs 86 Crore. This Performance Guarantee shall be governed as per conditions stipulated in Article-12 The Earnest Money Deposit shall be refunded on submission of Performance Guarantee. This Performance Guarantee shall be governed as per conditions stipulated in Article Minimum Capital Expenditure The Distribution Franchisee shall submit details of Minimum Capital Expenditure to be carried out by the franchisee over a period of 5 years from the effective date as mentioned in Article 5.2.2, in line with the detailed Minimum Capital Expenditure provided by JVVNL in RFP Project Documents, to JVVNL. All capital investments from 16th year onwards by the Franchisee shall be subject to RERC approval. Distribution Franchisee shall submit such capital investment plans in last five years of the contract to JVVNL and JVVNL shall facilitate approval of the RERC for such capital investment Plans. Any investment made by the Distribution Franchisee 16th year onward which is not approved by the RERC shall not be compensated by JVVNL at the expiry / termination of the Franchise Completion of Audit of Various Parameters The Joint Audit Team of JVVNL and the Distribution Franchisee shall complete an audit of the parameters listed below: Opening level of Inventory; Ongoing Contracts as on Effective Date; and Since the baseline parameters of the preceding financial year have already been audited by an independent third party auditor the Average Billing Rate (net of Subsidy) for the Base Year at Rs 5.57 per unit shall be treated as frozen for the purpose of this agreement for entire period. Similarly the average billing rate (including subsidy) for the base year at Rs 5.62 per unit shall be treated as frozen for the purpose of this agreement for entire period. The detailed report of the audited ABR (net of subsidy ) and audited ABR (including subsidy) with the various components revenue billed used for computation of ABR is attached in Annexure Calibration of Meters The authorized representatives of JVVNL, RVPNL and the Distribution Franchisee shall conduct a joint audit and Calibration of the interface main meters at the Input points. If the main meters are found to be defective or are not as per the specification laid down in Central Electricity Authority (installation and operation of Meters Regulation 2006 as amended from time to time ), necessary actions as described in Article 7.3 shall be Page 13 of 83

76 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for followed Installation of check meters The Distribution Franchisee shall install the check meters at all input points as per the provisions of Central Electricity Authority (installation and operation of Meters Regulation 2006) as amended from time to time.the authorized representatives of JVVNL, RVPNL and the Distribution Franchisee shall conduct a joint audit and Calibration of the check meters at the Input points before the effective date Authorization to DF to Represent (a) Sufficient number of officers of the Distribution Franchisee shall be authorized under Section 126, Section 135, section 152, section 138 and section 163 (1&2) of the Electricity Act 2003 for taking necessary action to prevent the unauthorized use, theft and pilferage of electricity in Franchisee Area. The Franchisee must inform JVVNL about the categories of officers and the relevant sections of the Electricity Act, 2003 for which authorization is needed. It shall be the responsibility of JVVNL to have the officers of the Distribution Franchisee designated as such by the State Government. (b) Sufficient number of officers of the Distribution Franchisee shall be authorized by JVVNL for representing before the RERC, Consumer Grievance Redressal Forums, Ombudsman, Consumer Courts, etc. (c) The Franchisee should also be allowed to represent to the State Transmission Utility for i. augmenting the transmission capacity matching with the growth in distribution network ii. metering of input points including calibration of meters iii. matters relating to load dispatch and grid discipline Determination of category wise number of employees in Franchisee Area All the conditions precedent stated herein above shall be satisfied within 60 (sixty) days of signing of this Agreement or such further period as may be extended by the parties mutually. If, the Distribution Franchisee fails to satisfy Article 2.1 above, within the stipulated duration, JVVNL shall be entitled to terminate this Agreement and forfeit the earnest money deposit of the Distribution Franchisee at its discretion for the reason attributable to Distribution Franchisee. JVVNL shall ensure protection of the Distribution Franchisee and its employees under Section 168 (Protection of Action Taken in Good Faith) of The Electricity Act, No suit, prosecution or other proceeding shall lie against employees or the assessing officer of the Distribution Franchisee for anything done or in good faith purporting to be done under The Electricity Act-2003 or the rules or regulations made there under Formation of Special Purpose Vehicle (SPV) The Selected Bidder will form a Special Purpose Vehicle (SPV) in the form of a company to be incorporated under Indian Companies Act 2013 for signing the Distribution Franchisee Agreement with JVVNL. Page 14 of 83

77 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for 2.2 Conditions Subsequent to be Satisfied by the Distribution Franchisee & JVVNL Arrear Determination The Joint Audit Team of JVVNL and the Distribution Franchisee shall complete an audit of: Opening Asset Register Opening level of arrears; Segregation into permanently disconnected and current live arrears; Ageing analysis of current live arrears up to a period of three months; Credit Balance from Consumers; and Joint verification of permanently disconnected Consumers Methodology to compute Average Billing Rate (ABR) tariff for each billing period for the purpose of Article-8 during the term of this Agreement The component of ABR will remain the same as declared as a part of Conditions Precedent. However any new component of tariff approved by RERC in future, by whatsoever name, shall be included in ABR for the purpose of Tariff Adjustment under Article JVVNL shall identify the Consumers for which Service Connection Charges (SCC) has been received by it, but connections have not been provided. The DF shall be required to take necessary action for release of all those connections which have been applied for but not released as on the date of hand over. For this purpose, the Service Connection Charges already deposited by the consumer with JVVNL shall be transferred to the DF and further supervision charges received from the Consumers, if any, towards such connections shall be remitted to the Distribution Franchisee All the conditions subsequent stated above shall be satisfied within thirty (30) days except for condition mentioned in Article which shall be completed within two months time, from the Effective Date or such further time as may be mutually extended by the Parties. 3 TERM OF AGREEMENT 3.1 Term of Agreement: The term of this Agreement shall be for a period of Twenty (20) years from the Effective Date. 3.2 Early Termination This agreement can be terminated before the expiration of the Franchisee Period as per the provisions of Article-17 and Article-3.3 of this Agreement. 3.3 Event of Abandonment If the Distribution Franchisee ceases to operate all and/or any substantial part of the Distribution System for a period of forty-eight (48) consecutive hours without the prior written consent of JVVNL, then JVVNL or its designates shall be entitled to immediately enter any and/or all of the site(s) and operate the Distribution System, provided however Page 15 of 83

78 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for that: An event of abandonment shall not have been set to occur, if the cessation of operation has resulted from (i) an event of Force Majeure; or (ii) a scheduled outage; or (iii) Non-supply of power by JVVNL) over a period of 48 hours It is however expressly agreed that if the Distribution Franchisee is proceeding with diligence and good faith to overcome or remedy such event and such event is overcome or remedied within a further period of forty-eight (48) hours, then such an event shall not be treated as an event of abandonment. It is hereby expressly agreed that all third party liabilities arising out of the event of abandonment shall be borne by the Distribution Franchisee alone. The Distribution Franchisee shall indemnify and hold JVVNL harmless against the same as provided in Articles The Distribution Franchisee shall compensate JVVNL for the losses suffered by JVVNL, if any, as provided in Article 3.4 Survival The expiry or termination of this Agreement shall not affect accrued rights and obligations of the parties under this Agreement, nor shall it affect any continuing obligations for which this Agreement provides, either expressly or by necessary implication post its expiry or termination. 4 GRANT OF DISTRIBUTION FRANCHISE 4.1 Grant of Franchise Subject to the terms and conditions of this Agreement and the Act, JVVNL agrees to sell/supply electricity to the Distribution Franchisee at annual Input Energy Rates for further distribution in the Franchisee Area and the Distribution Franchisee hereby agrees that it shall perform all the obligations and accept all the liabilities of JVVNL as the Distribution Licensee for the Franchisee Area as stipulated in the Law, as if they were to apply to the Distribution Licensee and other activities as stipulated in this Agreement. In consideration of the above, the Distribution Franchisee shall have Right to Use JVVNL Distribution Assets and all other rights, powers and authorities available to JVVNL as a Distribution Licensee to perform its obligation under this Agreement. Distribution Franchisee however shall not be the owner of JVVNL Distribution Assets. 4.2 Legal Status of Distribution Franchisee The Distribution Franchisee shall be a franchisee of JVVNL as defined under the Act and it shall not be a licensee under Section 14 of the Act. 4.3 Exclusivity The Distribution Franchisee will be the exclusive franchisee of JVVNL in the Franchisee Area. The Distribution Franchisee is entitled to assign or transfer its rights and obligations under this agreement only to banks /financial institutions/financing agencies Page 16 of 83

79 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for who are lenders to this specific project. Apart from the aforesaid, the Distribution Franchisee shall not be entitled to assign or transfer in any manner its rights and obligations under this Agreement to its affiliate or any other third party without the prior written approval of JVVNL. However the Distribution Franchisee may appoint subcontractor(s) for outsourcing some of its activities with a prior three days written intimation to JVVNL. It is however clarified that the Distribution Franchisee alone shall be liable and responsible to JVVNL for the due performance of this Agreement and any default / breach of any of the terms and conditions of this Agreement by any such subcontractor shall be deemed to be a default / breach by the Distribution Franchisee. 4.4 Franchisee Area The Franchisee Area at present contains input points as detailed in Annexure-1. In case the details provided in the Annexure-1 is different from the Joint Audit report, the conclusions of the Joint Audit report shall be final and Annexure-1 shall stand amended accordingly. Notwithstanding this Joint Audit Report, the Input Energy Rates quoted by the Distribution Franchisee with the Financial Proposal and accepted by JVVNL for the contract period shall remain unchanged. 4.5 Effect of Acceptance By accepting the Franchisee and executing this Distribution Franchisee Agreement, the Distribution Franchisee accepts and agrees to comply with the provisions of this Distribution Franchisee Agreement and the Act. 4.6 Directions Distribution Franchisee shall comply with JVVNL directives issued for compliance of the Laws, Regulations, Orders and Directives of RERC. However, the Distribution Franchisee shall have option of following alternative methods for complying with applicable Laws, Regulations, Orders and Directives of RERC. 4.7 Intent It is the intent of both the parties that each party shall enjoy all rights and be subject to all obligations of this Distribution Franchisee Agreement for the entire term of the Agreement and to the extent any provisions have continuing effect, after its expiration. 5 ACTIVITIES OF DISTRIBUTION FRANCHISEE 5.1 Right of Use to JVVNL Distribution Assets The Distribution Franchisee shall be entitled to use JVVNL Distribution Assets to perform its obligation under this Agreement. JVVNL shall however, continue to be the owner of such assets Distribution Franchisee shall use and maintain such assets at its own cost to keep them in good working condition as per Prudent Utility Practices Distribution Franchisee shall not dispose off or alienate or in any way encumber such assets of JVVNL If any such asset is scrapped, the same shall be deposited at the store at the [complete Page 17 of 83

80 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for address of JVVNL s store in/nearby the Franchisee Area] or Substation or any other area as specified by JVVNL,at the Franchisee Area by the Distribution Franchisee at its cost. JVVNL shall duly identify the scrap against its Asset register for Transformers & accessories and HT network Asset Register of the Kota Franchisee Area, which shall be verified and signed by both the parties in compliance of the provisions of Article On termination/ expiry of this agreement, the Distribution Franchisee shall without demur hand over physical possession/ custody of JVVNL Distribution Assets in same condition, subject to normal wear and tear and Article Any shortfall in the quantity of JVVNL Distribution Assets verified and recorded in the joint audit report shall be recovered from the Distribution Franchisee at the cost of replacement of such asset. The Distribution Franchisee has the option to replace such missing or lost equipment (shortfall) with comparable equipment If the Distribution Franchisee uses JVVNL assets that have not been transferred as a part of JVVNL Distribution Assets, separate charges for the use of the same shall be payable to JVVNL If the Distribution Franchisee intends to utilize other services of JVVNL such as Testing facilities for HT/LT metering, switching/substations and Distribution transformers or any other technical assistance, the charges for the same shall be payable to JVVNL Under no circumstances the Distribution Franchisee shall use JVVNL s asset or assets created by it in the Franchisee Area for any purpose other than the objective of this agreement i.e. Distribution and Supply of electricity in the Franchisee Area. However in an exceptional case, if such need arises then the written permission of JVVNL is required. 5.2 New Capital Expenditure The Distribution Franchisee shall plan and implement capital expenditure to improve efficiencies, upgrade infrastructure etc. as is deemed necessary by Distribution Franchisee. However Distribution Franchisee shall obtain the prior approval of work plan for making such expenditure. If no comments/observations is received from JVVNL for such work plan within 15 days of submission, it shall be deemed to be treated as approved Distribution Franchisee shall provide for capital expenditure to improve efficiencies, augment and upgrade infrastructure, reduction in Distribution Losses and improvement in quality of supply in the Franchisee Area. The Distribution Franchisee shall make a minimum investment of Rs 215 Crores spread over a period of 5 years in accordance with details of Minimum Capital Expenditure submitted by Distribution Franchisee to JVVNL as indicated in Article of Distribution Franchisee Agreement. The franchisee shall roll out its capital expenditure in such way that at least 10% of the minimum capital expenditure is spent every year for the first five years of the contract period Such capital expenditure implemented by the Distribution Franchisee would include replacement of Distribution Assets also The cost of all such capital investment shall be borne by the Distribution Franchisee. The input energy rates quoted by the Distribution Franchisee shall be deemed to have taken Page 18 of 83

81 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for into account the cost of finance and depreciation on account of these investments The Distribution Franchisee shall arrange the funds required for meeting its minimum capital expenditure. However, for capital expenditure beyond minimum capital expenditure, in case there is any capital investment funding scheme like R-APDRP, National Electricity Fund etc. proposed from Government of India or the State Government or any Department or Undertakings thereof or any multilateral funding organizations which is available to JVVNL as Distribution Licensee at terms and conditions which, in the opinion of the Distribution Franchisee, are better than those available to it from its own sources, then at the request of the Distribution Franchisee and detailed project proposals to be prepared and submitted by the Distribution Franchisee to JVVNL within the scope of such funding schemes, JVVNL may avail such schemes and get the same implemented in the Franchisee Area through the Distribution Franchisee. There shall be a back to back arrangement between JVVNL and the Distribution Franchisee with negotiated terms and conditions along with requisite bank guarantees mechanism for meeting the finance cost and loan liabilities of such schemes. For this purpose, JVVNL shall enter into a separate agreement with Distribution Franchisee, outside the purview of this Distribution Franchisee Agreement, covering payment of the interest, repayment of loan to the funding agency, conversion of loan into grant, transfer of assets on termination of such funding scheme and any other terms & conditions incident thereon etc The Distribution Franchisee shall also maintain a separate record of the Distribution Assets purchased by it with all details and particulars. It shall also make entries of these assets in the asset register Upon expiry/termination of this Agreement, Distribution Franchisee shall hand over all JVVNL and Franchisee Distribution Assets of Franchisee Area, to JVVNL in working condition subject to normal wear and tear. The Distribution Franchisee shall not have a right whatsoever to take back these assets, if the same are to be compensated by JVVNL in terms of the Agreement On the expiry/termination of this Agreement, JVVNL shall compensate Distribution Franchisee for the Distribution Assets added by Distribution Franchisee, to the extent funded by the Distribution Franchisee, at the depreciated value of such assets Such assets in normal working condition shall be transferred to JVVNL at the depreciated value in the audited books of accounts of the Distribution Franchisee based on depreciation rate approved by RERC. The approved depreciation rate of RERC is attached in Annexure-9 which shall remain constant for the term of agreement The Distribution Franchisee shall submit details of the assets added by it on a quarterly basis, and the book value of such assets shall be certified by independent auditor as acceptable The independent auditor shall be jointly appointed by JVVNL and Distribution Franchisee. The fees for appointment and services provided by independent auditor shall be equally shared by JVVNL and Distribution Franchisee. Such certification shall be done within a period of 90 (ninety) days from the date of creation of such asset Any land to be purchased for the purpose of construction of sub-station shall be provided by JVVNL. In case the franchisee purchases any such land after taking due permission from JVVNL for suitability of land and also price, the cost of such land shall be remitted Page 19 of 83

82 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for by JVVNL to the franchisee at the expiry of the contract along with the interest thereon to be mutually agreed between the franchisee and JVVNL before the purchase of land. Such land shall be transferred in the name of JVVNL after the expiry of the contract and remittance of the due amount to the franchisee by JVVNL. JVVNL shall facilitate Distribution Franchisee in obtaining RoW for laying of the electrical lines Notwithstanding anything stated above, all investments shall be planned and implemented keeping in view the distribution license conditions of JVVNL and following the procedures as prescribed therein All capital expenditure to be made by the DF 16 th year onwards will require prior approval from RERC All the capital expenditure 16 th year onwards requiring approval from RERC shall be submitted by the Distribution Franchisee to JVVNL and JVVNL will facilitate its approval from RERC. Any capital expenditure made in violation of these conditions which is rejected by the RERC/ JVVNL, shall not be compensated, as provided for in above, by JVVNL. 5.3 Supply of O&M Spares For the period of first three months from Effective Date, JVVNL may arrange to issue O&M spares to the Distribution Franchisee at its request, subject to availability, and at store issue rate of JVVNL. Distribution Franchisee shall be required to pay the cost of such O&M spares to JVVNL. 5.4 Supply of Energy JVVNL shall supply minimum energy at Input Points of the Franchisee Area to fulfill its obligations under this DFA and as per RERC and SLDC directives for maintaining grid discipline. Without prejudice to the forgoing, JVVNL shall not discriminate in the supply of power between the Franchisee Area and other distribution circles In case JVVNL is unable to provide sufficient energy to meet the requirement of the Franchisee Area, the franchisee may request JVVNL to source the energy that is in deficit, from the open market. As regards the mechanism, while the franchisee will identify and procure power from diverse sources, the agreements for purchase of power shall be executed by JVVNL as the principal Party. JVVNL will have to comply with Section 86(1)(b) of the Electricity Act, 2003 by making necessary applications to the RERC for scrutiny and approval even if the power is procured specifically for the Franchisee area. In the same application, JVVNL shall seek RERC's approval for a Reliability Charge which it will recover from DF in the monthly invoice and DF in turn shall recover the same from its consumers as approved by RERC. JVVNL shall be responsible for justifying the need for power, its price, its contractual arrangement under power purchase agreements, for scrutiny and approval of the RERC. The DF will identify the additional sources of power purchase and the rate for the same, and JVVNL will enter into Power Purchase Agreements (PPAs) with contracted parties for power purchase. JVVNL will enter into a four party agreement/ppas with the Franchisee and RVPNL as Parties to the PPA. Such electricity purchase (including price) and power procurement process of JVVNL will be subject to regulation by the RERC under the provisions of Section 86(1)(b) of the Act. The required quantum of additional power shall be allocated to the franchisee area. Page 20 of 83

83 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for JVVNL shall also assist the Franchisee in obtaining information from Rajasthan Vidyut Prasaran Nigam Limited (RVPNL) about the transmission capacity for power purchase Such scheme will be implemented only after approval of RERC. JVVNL will have no responsibility or liability if such scheme is not approved/ rejected by RERC In case of procurement of power from sources other than JVVNL, the wheeling charges shall be payable by Distribution Franchisee for using the network other than that of the distribution network of JVVNL for distribution of power in the Franchisee Area and shall be recoverable by the Distribution Franchisee from the tariffs as levied by JVVNL The Distribution Franchisee shall not sell the Input Energy to anyone outside the Franchisee Area The Distribution Franchisee shall strictly adhere to the planned load shedding schedule of JVVNL based on directives issued by SLDC The Distribution Franchisee shall also follow the instructions of Rajasthan Vidyut Prasaran Nigam Limited/ State Load Dispatch Centre for grid discipline In order to fully recover the cost of energy to meet such deficit, the franchisee may charge the consumers in the form of a Reliability Charge per unit. JVVNL shall obtain prior approval of the RERC for the levy of such charge. 5.5 Liabilities and Obligations The Distribution Franchisee shall accept all liabilities and perform all obligations of the distribution licensee (JVVNL) in the Franchisee Area as a franchisee of JVVNL, in compliance with the Law, Regulations and Directives of RERC issued from time to time as if they were to apply to licensee and directives of JVVNL for compliance of laws, regulations, orders and directives of JVVNL. The broad scope of work would be as follows: Undertake distribution & supply of power to the Consumers of JVVNL in the Franchisee Area from effective date Undertake all Operation & Maintenance related activities in Franchisee Area Treatment of Ongoing Contracts Distribution Franchisee (DF) shall be responsible for administering and maintaining the ongoing contracts entered into by JVVNL For the activities outsourced by JVVNL to any agencies prior to appointment of Distribution Franchisee, if the Distribution Franchisee does not agree to continue with such outsourced activities, JVVNL will cancel such outsourced agreements with the concerned agencies and termination cost; as specified in the contract between JVVNL and concerned agencies; shall be borne by JVVNL Work in progress for Capital Investments already in pipeline shall be continued by JVVNL. In case of an ongoing capital expenditure contract involving a contractor appointed by JVVNL, if such contractor fails to complete the said works as per the prescribed time schedule, the DF will request JVVNL to take necessary action including cancellation of such contract for which JVVNL shall bear all the liabilities and third party claims accrued there from, if any. In case of an ongoing capital expenditure contract being undertaken Page 21 of 83

84 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for by JVVNL, in case JVVNL fails to complete the said works as per the time schedule prescribed, the franchisee may carry out the remaining work on behalf of JVVNL and deduct the investments from the input energy amount payable to JVVNL. The amount of deduction shall be subject to the condition that, it should be audited by third party independent auditor jointly appointed by JVVNL and DF. The cost of appointment and fees payable to third party independent auditor shall be jointly shared by JVVNL and Distribution Franchisee. The details of the ongoing capital expenditure are provided as part of the RFP document Distribution Franchisee can use the customer care /complaint centre of JVVNL up to one year from effective date For using this facility JVVNL shall not charge any rent from Distribution Franchisee Any legal liability or any other such liability on completed contracts shall be borne by JVVNL and JVVNL shall keep the DF completely indemnified in this regard Neither party shall undertake any obligation or liability under this Agreement if JVVNL fails to successfully handover the operation of DF. 5.6 Technical Duties and Responsibilities of the Distribution Franchisee The broad duties and responsibilities would include, but not limited to, the following activities: Load Forecast The Distribution Franchisee shall carry out demand estimation / load forecast of the Franchisee Area everyday and apprise the same to JVVNL Energy Audit The Distribution Franchisee shall carry out energy audit on a monthly basis and submit a report of the same to JVVNL. The methodology for the same has been enclosed at Annexure Operation, Repair & Maintenance and Up gradation The Distribution Franchisee shall at its own cost perform the following tasks: Operation and maintenance of Distribution Assets from the start of input feeders of Franchisee Area Operation and maintenance of sub-stations and transformer stations Installation of metering devices and carry out meter reading, monitoring all feeders and distribution transformers as per the requirement Repair, maintain and replace failed distribution transformers as per RERC Supply Code and Standards of Performance Maintain a minimum level of rolling stock of transformers and other necessary material Upgrade, renovate and maintain the existing distribution network/ systems/ IT assets and systems as per Prudent Utility Practices and the standards that may be prescribed by RERC For carrying out day-to-day maintenance work, if shutdown is required from EHV station on any feeder, the Distribution Franchisee shall apply for proper permit from Rajasthan Page 22 of 83

85 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Vidyut Prasaran Nigam Limited (RVPNL) EHV substation. Such permit shall be returned to concerned EHV substation immediately after the work is completed. The Distribution Franchisee shall also intimate schedule of planned outages to the concerned EHV substation and maintain day-to-day coordination for smooth operation of transmission network Compliance with standards The Distribution Franchisee shall take all reasonable steps to ensure that all Consumers within the Franchisee Area receive a safe and reliable supply of electricity as defined by RERC The Distribution Franchisee shall be responsible for complying with all Indian Electricity Rules, RERC Standards, Regulations and other Directives as issued and modified from time to time and as applicable to any distribution licensee. Any penalty imposed on JVVNL by RERC or any other Government Authority on account of failure of the Distribution Franchisee in compliance shall be borne by the Distribution Franchisee The Distribution Franchisee shall conduct its franchised business in the manner, which it considers to be best calculated to achieve the Overall Performance Standards for provision of Supply of services and the promotion of the efficient use of electricity by Consumers pursuant to Electricity Act The Distribution Franchisee shall adhere to Rajasthan State Load Despatch Control(SLDC) instruction to maintain the grid discipline time to time Ensuring Zero drawl of reactive power as per the Rajasthan state grid code Consumer Service (A) Electricity Supply Code The Distribution Franchisee shall: a) Comply with Electricity Supply Code and other conditions of supply as approved and modified by RERC from time to time from the effective date. Any penalty imposed on JVVNL by RERC for non-compliance shall be borne by the Distribution Franchisee for the reason attributable to it. b) Bring to the notice of the Consumers the existence of the Supply Code (and conditions of supply as approved and modified by RERC from time to time), including its substantive revision and their right to inspect or obtain a copy in its latest form; c) Make available a copy of the Supply Code (and conditions of supply as approved and modified by RERC from time to time) revised from time to time, for inspection by the public during normal working hours; and d) Provide free of charge a copy of the Supply Code (and conditions of supply) as revised from time to time to each new Consumer, and to any other person who requests it at a price not exceeding the cost of duplicating it. (B) Consumer Complaint Handling The Distribution Franchisee shall comply with the complaint handling procedure approved by RERC. The Distribution Franchisee shall: Page 23 of 83

86 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for a) Establish within a period of one year from the Effective Date, at least one Internal Grievance Redressal cell / Consumer Service Centre and one Consumer Grievance Redressal Forum as per minimum specifications placed at Annexure-3 for Consumer Complaints and Redressal system. b) Redress commercial, billing, all other Complaints of Consumers. c) Make available, on demand, a copy of the complaint handling procedure, revised from time to time, for inspection by the public at each of the relevant premises during normal working hours; and d) Provide free of charge a copy of the procedure revised from time to time to each new Consumer, and to any other person who requests for it at a price not exceeding the cost of duplicating it. e) To comply with the Orders and Directions, if given by court or forum under Consumer Protection Act 1986 or Consumer Grievance Redressal Forum and Electricity Ombudsman under the RERC (Settlement of Disputes by Electricity Ombudsman) Regulations, (C) Consumer Services The Distribution Franchisee, on request of the Consumer, to the extent that is reasonably available to the Distribution Franchisee, shall provide: a) Information on all services provided by the Distribution Franchisee including information on the charges, which may be available to the Consumers; b) Information on meter readings for the electricity services provided to the Consumer premises by the Distribution Franchisee in the Franchisee Area; and c) Information on the status of the Consumer s account with the Distribution Franchisee Obligation to Connect Consumers a) Subject to the provisions of this Agreement, the Distribution Franchisee shall have the following obligations: Subject to the provisions of the Electricity Act 2003, the Distribution Franchisee shall, on the application of the owner or occupier of any premises within the Franchisee Area, give supply of electricity to such premises as per Distribution Code issued by RERC. b) Distribution Franchisee shall be responsible for incurring capital expenditure in order to provide new connections in the Franchisee Area. The expenditure involved in providing new connection, net of Service Connection Charges and any other contributions / charges received from the Consumer towards capital cost of providing new connection as per applicable Regulations shall be deemed to form part of the Franchisee Distribution Assets to be compensated in terms of Article c) Subject to the provisions of the Electricity Act 2003, the Distribution Franchisee may refuse to supply, or may disconnect the supply of electricity to any premises. d) The Distribution Franchisee shall retain the Service Connection Charges (SCC) and any other approved charges collected from the consumers for giving new Page 24 of 83

87 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for connections/ any alteration of service connection including load extension/ reduction levied as prescribed by RERC. e) The Distribution Franchisee shall collect the Security Deposit from the Consumers for giving new connections. The security deposit so collected shall be transferred to JVVNL. f) The applicable interest on these deposits shall be borne by JVVNL and the same shall be transferred to the Distribution Franchisee net of Tax Deduction at Source (TDS) to meet its obligations as per applicable regulations. JVVNL shall also issue TDS certificate to the eligible consumers as per the applicable laws and regulations. g) The adjustment against arrears on account of Consumers who are permanently disconnected by the Distribution Franchisee after the Effective Date shall be allowed from the Security Deposit of the respective Consumer after following applicable regulations. However, in case of Consumers existing on the Effective Date, JVVNL shall have the first right on the security deposit. h) The Distribution Franchisee shall not grant new connections to Permanently Disconnected (PD) Consumers as on Effective Date without the written consent of JVVNL unless arrears have been recovered from them and remitted to JVVNL. JVVNL shall take responsibility for such cases and defend the legal cases, at its own cost, arising out of such an action by the Distribution Franchisee. i) The Distribution Franchisee shall levy the Security for Meter as prescribed by RERC. The Distribution Franchisee may retain the Security for Meter collected after the Effective Date. JVVNL shall transfer the existing Security for Meter as on Effective Date to the Distribution Franchisee within 30 days from Effective Date. 5.7 Commercial Duties and Responsibilities of the Distribution Franchisee The Distribution Franchisee shall perform in the Franchisee Area: Meter reading and billing to the Consumers as per the retail tariffs approved by RERC from time to time Collections from the Consumers as per the billing Collection of arrears on behalf of JVVNL Make timely payments to JVVNL as per the terms and conditions of this Agreement Replace defective meters with new meters Maintain Consumer database and billing records Initiate necessary action, in accordance with the procedure for anti theft, disconnection and control of commercial losses as defined in Electricity Act 2003 and applicable Regulations and Directives issued by RERC Discharge all duties and responsibilities of JVVNL as the distribution licensee as required by the License Regulations of the RERC except such of the conditions, which cannot be complied with by the Distribution Franchisee alone. Undertake any other activity as may be notified from time to time by RERC to the distribution licensee. Page 25 of 83

88 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for 6 DUTIES AND RESPONSIBILITIES OF JVVNL The broad duties and responsibilities of JVVNL would include the following activities: 6.1 JVVNL shall ensure the supply of power to Distribution Franchisee of acceptable quality standards as per Article JVVNL shall communicate to Distribution Franchisee any shortfall or inability to supply, the power requirements of the Distribution Franchisee. 6.3 JVVNL shall carry out meter reading jointly with Distribution Franchisee on a monthly basis at Input Points of the Franchisee Area. 6.4 JVVNL shall support the Distribution Franchisee initiatives to adopt innovative practices to bring about effectiveness and efficiency in electricity distribution business. 6.5 JVVNL will recommend setting up Special Courts and facilitate administrative and police support for smooth functioning of the Distribution Franchisee 6.6 JVVNL shall create a separate cell headed by Superintending Engineer for coordinating with Distribution Franchisee for day to day activities. 7 METERING AND MEASUREMENT 7.1 Metering System The Distribution Franchisee shall install and operate the Check Metering system in accordance with this Article 7 and Central Electricity Authority (Installation and Operations of Meters) Regulations, In addition to the existing Main Meters at each of the Input Points, the Distribution Franchisee shall also provide a check meter at each of them Installation and timely replacement of main meters as required to directly measure energy input in the Franchisee Area shall be the responsibility of JVVNL/ RVPNL/ Central Transmission Utilities as the case may be. 7.2 Inspection and Testing of Meters JVVNL / RVPNL and Distribution Franchisee shall jointly inspect and if necessary, recalibrate the metering system on a regular basis but in any event, at least once every three (3) months or at a shorter interval at the request of any of the three parties Each Meter comprising the metering system shall be sealed by JVVNL, Distribution Franchisee and RVPNL, and shall not be opened, tested or calibrated except in the presence of all the parties. 7.3 Inaccuracy of Meters In case the difference between the readings of the main meter and the check meter for any calendar month is within 0.5%, the reading of the main meter shall be taken as final. If however, the variation exceeds ±0.5 %, the final value shall be arrived at as per the procedure, laid down as below. Whenever difference between the readings of the Main meter and the Check meter for any month is more than 0.5%, the following steps shall be taken Checking of CT and VT Page 26 of 83

89 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for connections: a) Calibration of interface meters at site with reference standard meter of accuracy class higher than the meter under test. b) On carrying out the re-calibration of the main meter, if it is discovered that either the percentage of inaccuracy exceeds ± 0.5 % or that the main meter is not working, the following procedure in order of priority, whichever is feasible, for arriving at the computation of quantity of energy during the period between the last calibration and the present, shall be followed: (i) On the basis of the readings of the check meter if installed and functioned accurately; or (ii) By correcting the error if the percentage of error is ascertainable of calibration, tests or mathematical calculation; or (iii) By estimating the volume of energy delivered based on the meter reading on the upstream of the network i.e. energy reading of meters installed on LV side of the power transformers or HV side of the transformer. c) The correction to the quantity of energy injected shall apply to the following periods (hereinafter referred to as the Correction Period ): (i) To any period of time during which the main meter was known to be malfunctioning or to which the parties mutually agree; (ii) If the period during which the main meter was malfunctioning is not known or is not agreed to between the parties, the correction shall be applicable for a period equal to half the time elapsed since the date of the preceding calibration test, provided that under no circumstance shall the Correction Period exceed one month. d) If the difference exists even after such checking or testing, then the defective meter shall be replaced with a correct meter. e) In case of conspicuous failures like burning of meter and erratic display of metered parameters and when the error found in testing of meter is beyond the permissible limit of error provided in the relevant standard, the meter shall be immediately replaced with a correct meter. f) In case where both the Main meter and Check meter fail, at least one of the meters shall be immediately replaced by a correct meter. 7.4 Measurement Distribution Franchisee shall carry out weekly meter readings at Input Points at hours on 7th, 14th, and 21st day of each calendar month and intimate the same to JVVNL by Hrs on the next business day A joint meter reading by both the parties shall be carried out on the 0.00 Hrs on the Effective Date A joint meter reading by both the parties shall be carried out on the last day of every calendar month at 1800 Hrs w.e.f the Effective Date. Adjustments, if any, shall be carried out for monthly payments as mentioned in Article 8 based on the aforementioned meter Page 27 of 83

90 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for reading JVVNL shall raise invoices as mentioned in Article 8 based on input units measured by Distribution Franchisee as specified in previous Article The Metering and Measurement System stated in this Article shall also be applicable to payments on account of Wheeled Electricity Until 0.2s Class meters are installed as main meters, the reading of check meter shall be used for billing provided the check meters are of 0.2s accuracy class. 8 BILLING AND PAYMENT 8.1 Billing The billing mentioned in this Article shall be done as follows: Monthly Invoice (MI) The First Invoice raised by JVVNL on the Distribution Franchisee shall correspond to the energy input between first day and thirtieth day from the Effective Date plus for the no. of days remaining in the calendar month after thirtieth day from the effective date. All subsequent invoices shall be raised by JVVNL for period starting 1st day of the calendar month and last day of calendar month. Invoice shall be computed as below: MI = (RIE M + WC M + TOSE M + SDN M + P + RC M ) - (CARPDA RM + CARCL RM ) RIE M = Revenue for Input Energy as per Joint Measurement RIE M = EI M * AIR N *TIR N Where, EI M = Energy Input in the Franchisee Area during the month, which shall be the energy purchased from JVVNL. AIR N = Annualized Input Rate applicable for the year as per Annexure-4. TIR N = ABR N / ABR Base Year Tariff Indexing Ratio applicable to the billing period, calculated as ratio of prevailing average billing rate for that calendar month as applicable to all Consumers in the Franchise Area (ABR N ) and Average Billing Rate (ABR Base Year ) as applicable to all Consumers in the Franchise Area in Base Year. ABR shall be computed as sum product of total billed units and approved tariff in each Consumer category divided by total billed units in all Consumer categories. The Tariff Indexation shall be computed for every month and the same shall be used for computation of the revenue for Input Energy for units supplied to the Distribution Franchisee in the respective calendar month. Approved Tariff for this purpose shall mean the tariff and the applicable Fuel Surcharge Adjustment (FSA) approved by RERC. ABR for each month shall be computed by Distribution Franchisee based on the bills Page 28 of 83

91 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for generated for each consumer category for the month by 5 th working day of the next month. This ABR shall be treated as provisional and JVVNL shall raise the invoice based on this. An independent auditor appointed jointly by JVVNL and Distribution Franchisee shall carry out Quarterly audits of Provisional ABRs of each month of the quarter and intimate the audited ABRs to Distribution Franchisee within 15 days of next quarter. The Tariff Indexation Ratio shall be based on the change in Average Billing Rate on account of change in tariff or consumer mix or change in subsidy as applicable to all JVVNL consumers in the Distribution Franchisee Area. For the purpose of computation of Tariff Indexation, ABR net of subsidy and inclusive of subsidy as applicable to all JVVNL Consumers in Distribution Franchisee area for the Base Year i.e. FY and shall be applicable based on the audited ABR of Rs 5.57 per unit (Net of subsidy) and audited ABR of Rs 5.62 per unit (inclusive of subsidy) as provided by JVVNL. JVVNL will share the report of the audited ABR with details of its component. WC M = Wheeling Charges applicable to energy procured over and above the quantity purchased from JVVNL for the Month computed as per RERC regulations. RC M = Reliability Charges applicable to energy procured over and above the quantity purchased by JVVNL and supplied to DF as approved by RERC. TOSE M is the Tax on Sale of Electricity collected during the billing period SDN M is the Security Deposit for new connections issued during the period and for which information has been received as per Article P is the penalty leviable on the Distribution Franchisee for delay on account of previous payments and shall be per annum quarterly compounded on the outstanding amount. CARPD RM is the Credit available to the Distribution Franchisee for incentive on account of arrears from the HT/ LT permanently disconnected Consumers collected and remitted to JVVNL during this billing cycle and shall be computed as below: CARPD RM = 0.2*ARPD RM Where ARPD RM is the amount of arrears on account of permanently disconnected Consumers prior to the Effective Date collected and remitted by the Distribution Franchisee to JVVNL during this billing cycle. CARCL RM is the Credit Available to the Distribution Franchisee for incentive on account of arrears from the HT/ LT current live Consumers collected and remitted during this billing cycle and shall be computed as below: CARCL RM = 0.1*ARCL RM Where ARCL RM is the amount of arrears on account of HT/ LT current live Consumers, accrued one month prior to the Effective Date collected and remitted by the Distribution Franchisee to JVVNL during this billing cycle. Page 29 of 83

92 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for 8.2 Payment Distribution Franchisee shall make the payment to JVVNL in the following manner: Distribution Franchisee shall maintain a record of total amount collected from Consumers against HT/ LT energy billed security deposit, and taxes & duties levied as applicable and intimate the same to JVVNL as per Article JVVNL shall raise monthly invoices as mentioned in clause and Distribution Franchisee shall make the payments within a week of receipt of such invoice If any of the due dates is a public holiday, the payment shall be remitted on the next working day of JVVNL The Distribution Franchisee may be required to provide credit to some HT/ LT Consumers under relevant Directives/ Orders/ Policies of RERC e.g. Employees, Weavers, BPL, etc. The amount (in Rupees) of the credit given by the Distribution Franchisee to such Consumers shall be adjusted from the payment due towards revenue for input energy In the event that any HT/ LT Consumer in the Franchisee Area avails Open Access under the relevant Regulations issued by RERC, the Distribution Franchisee shall retain the cross-subsidy surcharge paid, and adjustment for Distribution Losses of such Consumer. The wheeling charges for using the Distribution System shall be apportioned between JVVNL and the Distribution Franchisee on the basis of ratio of value of assets of JVVNL and Distribution Franchisee. However additional surcharges, if any, shall be remitted to JVVNL along with the regular payments. The list of the open access consumers with their contract demand in the Franchisee Area is attached in Annexure Distribution Franchisee shall collect and remit to JVVNL, the arrears from current live Consumers accrued in last one month prior to Effective Date within three months of Effective Date in accordance with Article Upon recovery of the arrears, Distribution Franchisee shall, provide the details of collection as a part of Monthly MIS and make such payment to JVVNL along with payment of monthly invoices JVVNL shall give credit to Distribution Franchisee towards the incentive on collection of arrears after receipt of such amount and documentary details from Distribution Franchisee. This credit shall be provided in the subsequent invoice raised as per Article The Distribution Franchisee shall also timely remit to JVVNL any other charges arising from the execution of the contract such as charges towards use of JVVNL billing facilities, testing facilities, etc. and the adjustments on account of reconciliation as per Article-10 and The payment to be made by Distribution Franchisee against invoice as mentioned in Article 8.1 shall not take into account any subsidy which shall be governed by Article JVVNL shall give credit to the Distribution Franchisee for the outstanding credit balance of Consumers as determined in the joint audit process, upon the Distribution Franchisee providing such credit to Consumers. The credit shall be provided in the subsequent invoice raised by JVVNL and shall be subject to appropriate documentation Any delay in payment to JVVNL after due date shall attract a penal interest of 18% per Page 30 of 83

93 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for annum quarterly compounded. Any early payment before the due date by the franchisee shall also carry a 1.5% on the amount payable to JVVNL by the Distribution Franchisee In case of a shortfall or default in payment by Distribution Franchisee against the payment obligation as per earlier Article, JVVNL may recover such amount by invocation of Letter of Credit given by the Distribution Franchisee The money collected by the Distribution Franchisee shall be adjusted against the current billing of Distribution Franchisee. Distribution Franchisee arrears (which refer to arrears that arose during the term of the Franchise Agreement) and JVVNL arrears (which refers to arrears that arose prior to the Effective date) in that order will also be collected by Distribution Franchisee. However, the Distribution Franchisee shall not be permitted to keep any advance amount without adjusting against all pending JVVNL arrears, if any. It is hereby clarified that if the amount paid by the consumer against a bill is more than his current bill amount and the arrears of the Distribution Franchisee, then the balance amount, after adjusting the current dues and DF arrears, shall be adjusted against the arrears of JVVNL Distribution Franchisee shall be responsible for payment of all taxes, duties (other than Electricity Duty), and statutory /local levies arising out of this sale & purchase of electricity of input energy applicable at the time of bidding. Any change in the prevailing taxes /duties/statutory levies and any new taxes/duties/statutory levies arising out of this sale & purchase of electricity, becoming applicable after bidding, which cannot be passed on to consumers by the DF will be borne by JVVNL JVVNL shall give credit to Distribution Franchisee towards the incentive on collection of arrears after receipt of such amount and documentary details from Distribution Franchisee., Outstanding credit balance of Consumers as determined in the joint audit process, Interest on Consumer Deposits; Adjustment for Average Billing Rate (ABR) for the month, in the immediate subsequent invoice. In case the Distribution Licensee does not provide adjustment of these credits, the Distribution Franchisee is permitted to deduct such amounts from the Input Energy Bill payable for the subsequent month. 9 ARREARS 9.1 Arrears have been classified in two categories: (a) Arrears from connected live Consumers and (b) Arrears from Permanently Disconnected (PD) Consumers 9.2 The connected live Consumers are those, which are currently legally connected to the distribution network of the Franchisee Area whereas permanently disconnected Consumers are no longer connected with the distribution network. 9.3 Distribution Franchisee shall maintain separate accounts for collection from arrears and collection on account of demand to Consumers for electricity supplied from the Effective Date. JVVNL shall transfer the right to collect the arrears to Distribution Franchisee on the Effective Date and the Distribution Franchisee and JVVNL shall unfailingly follow the procedure attached at Annexure- 5 for collection of arrears. Page 31 of 83

94 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for 9.4 Distribution Franchisee shall be liable to collect the arrears from current live consumers accrued in last one month prior to Effective Date on account of charges for usage of electricity. These arrears shall be collected and remitted to JVVNL by DF. The DF shall collect and remit amount at least equivalent to the prevailing collection efficiency taking into account the collection efficiency in the corresponding month of last year including the amount already recovered. 9.5 Distribution Franchisee shall make best endeavour to collect arrears other than those specified in 9.4 from current live Consumers on account of charges for usage of electricity. JVVNL shall offer an incentive to Distribution Franchisee on the amount of arrear collected (i.e. arrear as determined under clause plus delayed payment surcharge (DPS) thereon accrued after Effective Date as per Regulation norms till the time of realization) from Connected 10% of total amount net of taxes and duties recovered from Consumers. However, the collection from current live Consumers may first be appropriated towards current bill and then towards the arrears. JVVNL shall not share any expenses, costs incurred by the Distribution Franchisee for such recovery. 9.6 Arrears on account of connected live Consumers, which are currently under any dispute or in the process of litigation on Effective Date, shall not to be transferred to Distribution Franchisee for recovery. The responsibility to recover such arrear shall rest with JVVNL. 9.7 Distribution Franchisee shall make best endeavour to collect the arrears accrued prior to Effective Date from PD Consumers. JVVNL shall offer an incentive to Distribution Franchisee towards collection of such 20% of total amount net of taxes and duties recovered from Consumers. JVVNL shall not share any expenses, costs incurred by the Distribution Franchisee for such recovery. However, for recovery of arrears from permanently disconnected consumers under the provisions of Land Revenue Act, JVVNL shall nominate a Nodal Officer not below the rank of Executive Engineer for facilitating the recovery from such permanently disconnected consumers occurring before or after the Effective Date. 9.8 Arrears realized from the forfeiture or adjustment against security deposit from Consumers shall not be eligible for the incentives stated in this Article. 9.9 Upon recovery of the arrears, Distribution Franchisee shall, provide the detail of collection as a part of monthly MIS and make such payment to JVVNL along with payment of monthly invoices Upon expiry / termination, Distribution Franchisee shall not transfer to JVVNL any arrears accrued during the term except the arrears accrued in last one month prior to the expiry / termination date of this agreement benchmarked to the prevailing level of Collection Efficiency. These arrears shall be jointly determined and agreed by JVVNL and the Distribution Franchisee. These arrears shall be collected and remitted by JVVNL to the Distribution Franchisee within three months of Expiry / Termination Date Arrears accrued during the term of Agreement prior to one month of Expiry/ Termination shall also be passed on to the Distribution Franchisee as and when collected by JVVNL. However, JVVNL shall not be under any obligation to collect such arrears. The Distribution Franchisee shall also 10% of arrears recovered net of taxes and duties for the period three months prior to the Expiry Date from current live Consumers 20% of arrears recovered net of taxes and duties from permanently disconnected Page 32 of 83

95 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Consumers The Distribution Franchisee shall not grant new connections to permanently disconnected Consumers exists at the time of effective date, without the consent of JVVNL unless arrears have been fully recovered from them and remitted to JVVNL. Distribution Franchisee shall provide periodic information on status of permanently disconnected Consumers. Further, there shall be a joint inspection of permanently disconnected Consumers at quarterly intervals with a methodology which shall be jointly decided. If at any stage, such a connection comes to the notice of JVVNL, the Distribution Franchisee shall immediately disconnect the Consumer. JVVNL and Distribution Franchisee shall jointly defend the legal cases arising out of such an action by the Distribution Franchisee. JVVNL shall bear the associated costs if the reasons of the litigation are attributable to it Notwithstanding anything contained herein, the legal rights of JVVNL to recover the outstanding arrears from the Franchisee Area shall also survive the Term of this Agreement Notwithstanding anything contained herein, the legal rights of Distribution Franchisee to recover the outstanding arrears accrued during the term of the Agreement from the Franchisee Area shall also survive the Term of this Agreement The Distribution Licensee shall assist the Distribution Franchisee for collection of Consumer Bills due from Government Instrumentalities. In case of delay of payment by them beyond three Months, the Distribution Licensee shall directly collect such outstanding dues and the Distribution Franchisee shall be free to appropriate such amount from the Input Energy Dues for the respective month. 10 PROVISION FOR SUBSIDY In addition to the provisions stated in Article 8, the Subsidy shall be governed by the following: 10.1 The Government of Rajasthan presently offers subsidy on electricity tariff in certain Consumer categories, as approved by RERC, which is paid to JVVNL on account of electricity supplied to those Consumers in Franchisee Area. Any subsidy offered by Government of Rajasthan or Government of India or any other agency which has an impact on reducing the tariff shall continue to be paid to JVVNL as the Franchisee has quoted the input energy rates net of subsidy However, if due to any new tariff after the effective date declared by the State Government/GoI and approved by RERC, the DF is required to abide by the same, the subsidy on account of the same shall be retained with JVVNL. Any loss of revenue on this account to the franchisee shall be taken care of through tariff sharing ratio mechanism Any subsidy including any compensation for free supply of electricity offered by Government of Rajasthan or any other Government Instrumentality prior to Effective Date shall be continued, by Distribution Franchisee. Any special scheme /rebate /incentive for Arrears payment offered prior to Effective Date shall also be continued by Distribution Franchisee Any subsidy or grant offered by Government of Rajasthan or Government of India to Page 33 of 83

96 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for consumers in the Distribution Franchisee Area related to meter charges shall be passed on to DF at the effective date. 11 TREATMENT OF TAXES, DUTIES & LEVIES The applicable taxes, duties and levies shall be governed as below: 11.1 Both parties agree that the input rates are exclusive of the Electricity Duty (ED), Tax on Sale of Electricity (ToSE), Municipal Taxes (MT) and any other taxes/levies/duties that have been levied by the State Government but JVVNL has been directed to collect on behalf of the Government The liability for making payment of the duties, taxes and levies to the State Government of Rajasthan shall rest on JVVNL. The franchisee shall deposit the amount collected from the consumers on realized basis to JVVNL. The Distribution Franchisee shall establish separate accounting for Electricity Duty liability as per provisions of applicable Electricity Duty Act as also for Taxes and other levies. Since, the billing amount and amount realized includes Electricity Duty, a scanned copy each of the notifications regarding rates of electricity duty, taxes and levies is attached as Annexure Notwithstanding the above, Distribution Franchisee shall allow the Government Auditors to verify the particulars or details provided for payment of Electricity Duty, Taxes and levies. The amount determined by the Government Auditor shall be final and binding Any new ruling from the State or Central Government on Taxation or introduction of new tax on this Distribution Franchisee arrangement shall be borne by the franchisee (in case of Direct Tax) or JVVNL (in case of Indirect Tax) as the case may be. 12 PAYMENT SECURITY DEPOSIT AND PERFORMANCE GUARANTEE Payment Security Deposit 12.1 As provisioned in the Article of this Agreement, the Distribution Franchisee shall submit and maintain valid for the term of this Agreement, a security deposit to the satisfaction of JVVNL in the form of an irrevocable and unconditional Letter of Credit from any nationalized bank or Scheduled Bank for an amount equivalent to two months estimated amount payable to JVVNL by Distribution Franchisee based on two months average energy input at Input Points in the Franchisee Area during Financial Year and Rates (Including the two months equivalent estimated amount of Electricity Duty and other charges) quoted by the Distribution Franchisee for first year of Franchisee term. The Letter of Credit shall be provided from the bank which is appointed as Default Escrow Agent under the Default Escrow Agreement. The Security Deposit shall be governed in the manner described in this Article The Letter of Credit shall be in the format prescribed by JVVNL initially valid for a period of one year from the Effective Date The Distribution Franchisee shall renew the Letter of Credit 15 (fifteen) days before its expiry date and furnish the same to JVVNL, failing which JVVNL shall have the right to invoke the Letter of Credit. Page 34 of 83

97 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for 12.4 Within one week of beginning of each quarter, the amount of the Letter of Credit shall be upgraded, based on average energy input in previous quarter and applicable Input Energy Rates for the year as per Annexure-4.The said input rates shall be subjected to Tariff Adjustment for the last quarter as indicated in Article However, under no circumstances shall the amount of Letter of credit be revised downwards JVVNL may recover the outstanding payment after payment due date by invoking the Letter of Credit Distribution Franchisee shall, within two weeks of invocation of the Letter of Credit by JVVNL, restore the same to the level prior to invocation JVVNL may review the amount of the Letter of Credit after one year of the contract depending on the payment record of the Distribution Franchisee. Collateral Arrangement 12.8 As an additional measure to ensure compliance of [Name of the Franchisee] obligations under this Agreement, [Name of the Franchisee] and the JVVNL, on or prior to the Effective Date, shall execute a separate Default Escrow Agreement (referred as Default Escrow Agreement ) for the establishment and operation of the Default Escrow Account in favour of JVVNL, through which the revenues of [Name of the Franchisee] shall be routed and used as per the terms of the Default Escrow Agreement. [Name of the Franchisee] and JVVNL shall also enter into a separate Agreement to Hypothecate Cum Deed of Hypothecation, whereby [Name of the Franchisee] shall agree to hypothecate, to JVVNL, the amounts to the extent as required for the Letter of Credit as per Article 12.1 and Article 12.4 routed through the Default Escrow Account and the Receivables in accordance with the terms of the Agreement to Hypothecate Cum Deed of Hypothecation. The Default Escrow Agreement and the Agreement to Hypothecate Cum Deed of Hypothecation are collectively referred to as the Collateral Arrangement. The minimum revenue flow in any Month in the Default Escrow Account shall be at least equal to the amount required for the Letter of Credit as per Article 12.1 and Provided further that the Franchisee shall ensure that JVVNL has first ranking charge on the revenues routed through the Default Escrow Account. However, such first ranking charge shall be on the amounts, in excess of amounts, which have already been charged or agreed to be charged prior to the date of the execution of the Default Escrow Agreement. Performance Guarantee 12.9 As provisioned in the Article of this Agreement, the Distribution Franchisee shall submit and maintain valid for the term of this Agreement, a performance guarantee to the satisfaction of JVVNL in the form of an irrevocable and unconditional Performance Guarantee from any nationalized bank or Scheduled Bank for an amount of Rs 86 Crore. The Performance Guarantee shall be governed in the manner described in this Article The Performance Guarantee shall be in the format prescribed by JVVNL initially valid for a period of one year from the Effective Date The Distribution Franchisee shall renew the Performance Guarantee 15 (fifteen) days before its expiry date and furnish the same to JVVNL, failing which JVVNL shall have the right to invoke the Performance Guarantee. Page 35 of 83

98 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for While the Performance Guarantee shall be valid for the term of the agreement, one half of the same shall remain locked with JVVNL throughout the term of the agreement whereas the other half of the Performance Guarantee shall be released in proportion to the minimum mandatory investment done by the Distribution Franchisee over the first 5 years JVVNL has the right to invoke the unreleased portion of the Performance Guarantee in case of non-compliance to Standards of Performance In case of non-adherence of the supply code/standards of performance, any penalty levied by the RERC on the JVVNL shall be recoverable from the franchisee against the Performance Guarantee on a back to back basis for which the franchisee shall have the authority to represent its case before the RERC or any other judicial or quasi judicial body Distribution Franchisee shall, within two weeks of invocation of the Performance Guarantee by JVVNL, restore the same to the level prior to invocation. 13 DEPUTATION OF JVVNL EMPLOYEES The existing employees in JVVNL will be given an option to join the Distribution Franchisee on deputation On the request of Distribution Franchisee, JVVNL s employees shall provide handholding support to the franchisee for the first 3 months for which the franchisee shall bear the cost of salary & allowances payable to JVVNL s employees involved therein JVVNL will make a category wise of employees who wish to be on deputation. The category of employees shall be broadly classified as below: Category 1 Technical Lineman, technical helpers, etc Category 2 Category 3 Ministerial Officers AAO, LDC, UDC, Typist, Peon/4 th Class and other nontechnical employees etc. J.En./A.En./X.En./S.E./A.C.E./C.E. and A.O./Sr. A.O./C.A.O./F.A. etc Thereafter, the Distribution Franchisee shall choose at least one third (1/3 rd) from each such category of willing employees subject to the maximum of 735 numbers of employees. The employees willing to go on deputation may be from the area demarcated for franchisee operation or any other location of JVVNL. If the number of willing employees wish to go for deputation is more than one third (1/3 rd) from each category, Distribution Franchisee will have a right to accept/ reject without assigning any reason thereof after choosing one third (1/3 rd) of employees from each category. However If the number of willing employees wish to go for deputation is less than one third (1/3 rd) from each category, Distribution Franchisee shall be bound to take all such employees from each category willing to go for deputation JVVNL shall permit deputation of its employees working in the Franchisee Area as on the Effective Date to the Distribution Franchisee subject to the DF completing the entire selection process within 3 months of Effective Date and offer terms and conditions which Page 36 of 83

99 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for are not inferior to the terms and conditions of the deputation on over all basis. The terms and conditions shall be made available to the concerned willing employees upfront. The DF shall have to follow JVVNL rules regarding contribution to PF, Pension, Gratuity, etc The cost of employees on deputation would be borne by Distribution Franchisee. The Distribution Franchisee will at least compensate JVVNL employee on deputation with the Franchisee towards all the benefits available to him/ her as per his/her employment terms of JVVNL such as monthly salary, statutory contributions like provident fund and pension funds etc. Distribution Franchisee will also be responsible for any liability arising on account of fringe benefit tax and any other tax applicable on benefits of JVVNL employee on deputation with the Franchisee At the end of the period of deputation which shall be initially for 4 years or the Franchisee Agreement whichever is earlier, the employees on deputation will return to JVVNL. Such employees will not lose their seniority in JVVNL due to deputation with the Distribution Franchisee The Distribution Franchisee shall have the right to employ any number of personnel on any terms and conditions (Distribution Franchisee s Employees) to discharge the day-today functions relating to distribution of power in Franchisee Area However, Distribution Franchisee s employees shall not become either permanent or contract employees of JVVNL at any point in time during and after expiry of this agreement. The Distribution Franchisee shall expressly clarify at the time of the appointment of an employee that he/she shall not have a right to claim employment with JVVNL during the subsistence or even after the expiry of this Agreement. Only the persons expressly agreeing to these conditions shall be employed by the Distribution Franchisee. JVVNL will not be responsible or liable for the claims raised by the employees of the Distribution Franchisee and the Distribution Franchisee shall indemnify JVVNL in respect thereof. 14 REPORTING AND AUDIT 14.1 Reporting The Distribution Franchisee shall furnish to JVVNL the following information as per schedule stated therein: Distribution Franchisee shall be required to submit data regarding billing, collection, electricity duty and Security Deposit collected on account of new connections. Distribution Franchisee shall provide consumer-wise information in the format specified by JVVNL detailing the billing, collection and all related information on a monthly basis every month by a mutually agreed date. Such information shall be kept confidential by JVVNL and shall be used only under conditions of default by Distribution Franchisee under the Distribution Franchisee Agreement For the initial stabilization period, Such data shall be submitted as per schedule below: Page 37 of 83

100 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Days from Effective Date Information to be submitted on Day After the initial stabilization period, the above information shall be submitted as per the respective billing cycle and shall be submitted to JVVNL not later than ten days after the end of the billing cycle as per Article Distribution Franchisee shall be required to update the asset register and submit the same to JVVNL on a quarterly basis Distribution Franchisee shall generate periodic Management Information System (MIS) and Monitoring Reports as required by JVVNL and RERC in the formats to be prescribed by JVVNL/ RERC from time to time after execution of the Distribution Franchisee Agreement and communicate them to JVVNL through Distribution Franchisee shall submit detailed inventory status reports on an annual basis for all inventories within the Franchisee Area All correspondence, records, reports, presentations and other forms of information developed by the Distribution Franchisee whether electronic or physical, and required by the Licensee to continue operations, shall become the property of JVVNL upon Expiry/termination subject to applicable permissions. JVVNL reserves, without limitation, the right to use procedures, forms and productivity enhancement methods developed under this Agreement elsewhere subject to applicable permissions. Notwithstanding the above, the Distribution Franchisee shall have the right to retain copies of information, reports, correspondence, presentations mentioned above Distribution Franchisee shall notify JVVNL of any Major Incident affecting any part of the Distribution System that has occurred, not later than fifteen (15) days or such period as may be extended by JVVNL from the date of such Major Incident. Distribution Franchisee shall also submit a report to JVVNL giving full details of the facts within the knowledge of the Distribution Franchisee regarding the incident and its cause Distribution Franchisee shall provide to JVVNL within reasonable time such further particulars and information as may be required by JVVNL relating to the implementation of this Agreement for providing the same to the Government of Rajasthan or any other statutory authorities entitled to the same under the provisions of the law Audit Distribution Franchisee shall allow for yearly audit of assets, inventories, billing data including the system, database and consumer service centres operated within the scope of the Franchisee Area by Independent Auditor appointed jointly by JVVNL and DF. The scope of the audit shall also include the following: Page 38 of 83

101 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for a) Auditing the average billing rate for the various consumer categories for the current period as well as overall average billing rate for the current period. (On quarterly basis) b) Auditing the energy input and category-wise and sub-category wise amount collected for each year of the contract along with distribution and collection losses and thereby AT&C Losses. (On Annual basis) c) Auditing the revenue collected, ED and taxes collected from each category of the consumers. (On quarterly basis) d) Auditing the tariff sharing computations carried out by the Discom to arrive at the revenue for input energy for the invoices raised on the Franchisee. (On quarterly basis) e) Reviewing the asset register at the end of the quarter preceding the previous quarter and audit the quantity and value of the assets added/discarded or declared redundant during the previous quarter based on the accounts/information/data provided by the Franchisee including review of the procedure followed and reasons given for procurement/discarding the assets. (On quarterly basis) f) The auditor will audit the consumer category-wise opening level of arrears belonging to Discom for live and permanently disconnected consumers as on the date of take over for freezing the same and thereafter audit the consumer categorywise arrears at the end of each quarter. (At the time of take over and thereafter on quarterly basis) g) The auditor shall review the inventories handed over to the Franchisee at the time of take over along with the book value thereof and thereafter review the opening and closing level of inventories and it book value at the end of each year for the term of the agreement based on the information provided by the Franchisee. (At the time of take over and thereafter on quarterly basis) JVVNL may, at any time during the subsistence of this agreement, authorize any person(s) to inspect, verify and audit the required data and records for the purpose of verifying information received from the franchisee under this provisions of this Agreement, and the Distribution Franchisee shall be obliged to extend all cooperation, assistance and facilities, as may be required, to such authorized person(s) The audit of electricity duty, taxes and levies and claims for subsidy shall be carried out as mentioned in Article 10 and Article JVVNL reserves the right to conduct the physical verification of the Distribution Assets belonging to JVVNL at any time during the term of this Agreement The Distribution Franchisee shall comply with all reporting formats and data requirements prescribed by the Auditors. 15 INDEMNIFICATION 15.1 Indemnification by Distribution Franchisee to JVVNL and its consultants: The Distribution Franchisee during the term of this Agreement shall indemnify, defend Page 39 of 83

102 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for and hold JVVNL, its officials, and consultants harmless against: Any acts of omissions/commission of Distribution Franchisee with regard to the electricity services provided by JVVNL. In such event Distribution Franchisee shall have no claim for compensation, incentive or any other claim against JVVNL except in the case where such loss is attributable to JVVNL Claims against JVVNL made by any third party for any act of commission or omission by Distribution Franchisee, Distribution Franchisee shall indemnify and hold JVVNL harmless and compensate all the losses so caused to JVVNL. JVVNL shall also be entitled to defend any action with third parties at the cost and expenses of Franchisee All monetary obligations or losses or implications arising out of such action of Distribution Franchisee in the nature of costs, expenses or damages. JVVNL/ shall have no liability in respect of loss of profit, loss of income, loss of agreement or any other losses or damages suffered or arising out of or in connection with existence of any defects whether latent or apparent in electricity network and the obligation of Distribution Franchisee to provide support services shall remain unaffected thereby Claims on all the employees of JVVNL on deputation against any loss/implication arising out of the actions of Distribution Franchisee Non-payment of all taxes, duties, and statutory /local levies arising as a result of this commercial transaction as required under Article Non-compliance of the Laws, Regulations, Orders and Directives of RERC by the Distribution Franchisee Any penalty imposed on account of non-compliance as stated hereinabove This Indemnification shall survive the term of this Agreement Indemnification by JVVNL to Distribution Franchisee: JVVNL shall indemnify, defend and hold the Distribution Franchisee harmless against: Acts of commission or omission in the Franchisee Area by JVVNL prior to the Effective Date of this Agreement Third party claims on account of JVVNL Distribution Assets as on Effective Date, for a period of six months from the Effective Date provided the Distribution Franchisee has taken all reasonable care of the Distribution Assets. The aggregate amount of the liabilities to be compensated by JVVNL during the said period of six months in respect of all such claims shall be limited to Rs. 50 Lakhs. However such indemnity shall be limited only to legally established claims Procedure for claiming indemnity Third party claims (a) Where either party is entitled to indemnification from the other party pursuant to Article 15.1 or Article 15.2, it shall promptly notify the other party of such claim, proceeding, action or suit referred to in Article 15.1 or Article 15.2 in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified party becomes aware of such claim, proceeding, action or suit. The indemnifying party shall be liable to settle the Page 40 of 83

103 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for indemnification claim within thirty [30] days] of receipt of the above notice. Provided however that, if: (i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article (b) below; and (ii) the claim amount is not required to be paid/deposited to such third party pending the resolution of the dispute, The indemnifying party shall become liable to pay the claim amount to indemnified party or to the third party, as the case may be, promptly following the resolution of the dispute, if such dispute is not settled in favour of the indemnifying party. (b) The Indemnified Party may in consultation with the Indemnifying Party, contest, defend and litigate a claim, action, suit or proceeding for which it is entitled to be indemnified under Article 15.1 or Article 15.2 and the indemnifying Party shall reimburse to the indemnified Party all reasonable costs and expenses incurred in this respect. However, the indemnified Party shall not settle or compromise such claim, action, suit or proceedings without first getting the consent of the indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the indemnified Party, if it acknowledges its obligation to indemnify, gives prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost Indemnifiable Losses Where either party is entitled to Indemnifiable Losses from the indemnifying party pursuant to Article 15.1 or Article 15.2, it shall promptly notify the indemnifying party of the Indemnifiable Losses. The indemnifying party shall pay the Indemnifiable Losses within [30] thirty days of receipt of the notice seeking Indemnifiable Losses by indemnified party. It is expressly agreed herein that the Indemnifiable Losses of either party shall be restricted to costs and expenses for all claims except for the Indemnifiable Losses for third party claims, wherein consequential damages shall also be included, if applicable. 16 INSURANCE 16.1 The Distribution Franchisee at its own discretion shall insure the Distribution Franchisee Assets during the Term of Agreement in its own name The Distribution Franchisee shall also obtain and keep in effect all insurances required under the Laws of India. 17 EVENTS OF DEFAULT AND TERMINATION 17.1 Distribution Franchisee Event of Default The occurrence and continuation of any of the following events, unless any such event Page 41 of 83

104 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for occurs as a result of a Force Majeure event or a breach by JVVNL its substantial obligations under this Agreement, shall constitute a Distribution Franchisee event of default: Critical Event of Default Critical Event of Default by the Distribution Franchisee shall mean failure or refusal by Distribution Franchisee to perform its following obligations under the Agreement: a) Failure on account of Distribution Franchisee to make payments as per Article- 8 of this Agreement; b) Failure to maintain a security deposit and performance guarantee as per the Article 12 of this Agreement The other Critical Events of Default are: a) The Distribution Franchisee has engaged in a corrupt practice or/and fraudulent practice in competing for executing the contract. b) A resolution for winding up has been passed by the majority shareholders of the Distribution Franchisee. c) The Distribution Franchisee is declared insolvent or bankrupt. d) The Distribution Franchisee has unlawfully repudiated this Agreement or has otherwise expressed an intention not to be bound by this agreement. e) Any representation or warranty made by the Distribution Franchisee during the term of the agreement is found to be false and misleading. f) The Distribution Franchisee is indulging in any malpractice or corrupt practice or fraudulent practice(s). g) Sale of Input energy in the Franchisee Area to any party outside the Franchisee Area. h) Failure to comply with non-critical events of default within the specified period Non-critical Event of Default Non-critical Event of Default by the Distribution Franchisee shall mean failure or refusal by Distribution Franchisee to perform its following obligations under the Agreement: Failure to submit periodic performance report (Billing and Collection report, updation of Assets Register on quarterly basis, Energy audit report) to JVVNL after a period of one year from Effective Date Reporting inconsistencies in energy/ revenue accounting, if observed during periodic/ unscheduled inspection Failure to comply with any other material terms and conditions, as applicable under this Agreement for a consecutive period of thirty (30) days Persistent non-compliance of Standards of Performance laid down by RERC after the first Contract Year. The non compliance of Standards of Performance arising out of non availability of adequate power from JVVNL or due to the reasons not attributable to the Distribution Franchisee shall not be considered as Event of Default of the Page 42 of 83

105 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Distribution Franchisee. Persistent would mean noncompliance of any of terms of Standards of Performance in all similar cases for a continuous period of three months Persistent non-compliance of RERC Electricity Supply Code and Other Conditions of Supply as approved and modified from time to time after the first Contract Year. The non compliance due to the reasons not attributable to the Distribution Franchisee shall not be considered as Event of Default of the Distribution Franchisee. Persistent would mean repeated non-compliance of any of terms of RERC Electricity Supply Code and Other Conditions of Supply for a continuous period of three months Failure to deposit statutory payments of JVVNL Deputations employees within the stipulated period Failure on account of Distribution Franchisee to comply with all the relevant labour laws applicable to JVVNL employees on deputation to the Franchisee Area Failure to submit in time the Information Report as per Article , and ; Failure to maintain minimum service quality as per the standard of performance issued by RERC. If any of the above is in default for a period of more than 60 days, it shall become a Critical Event of Default and shall be deemed to be included in Article JVVNL Event of Default The occurrence and continuation of any of the following events, unless any such event occurs as a result of a Force Majeure Event or a breach by Distribution Franchisee of its substantial obligations under this Agreement, shall constitute a JVVNL Event of Default. a) Critical Event of Default JVVNL does not ensure the supply of power to Distribution Franchisee of acceptable quality standards as per Article 5.4 above 90% of entitled pro-rata quantity as per article for a period of six days in a calendar month. b) Non-Critical Event of Default Breach of Any other material terms and conditions, as applicable under this Agreement for a consecutive period of thirty (30) days. If the default continues for a period of more than 60 days, it shall become a Critical Event of Default Termination Procedure for Event of Default by Distribution Franchisee On the occurrence of any Event of Default, or its coming to notice of JVVNL, JVVNL shall issue an Event of Default notice to the Distribution Franchisee The Distribution Franchisee shall eliminate/ mitigate consequences of such Event of Default within a period of 15 days for Event of Default cited at and 60 days for Events of Default cited at JVVNL shall have a right to extend such period as deemed fit at the request of Distribution Franchisee In case the Distribution Franchisee is unable to eliminate/ mitigate the consequences of Event of Default within the period stipulated at a preliminary notice of termination may be served by JVVNL to the Distribution Franchisee, elaborating the event of default Page 43 of 83

106 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for by Distribution Franchisee If the default is not cured within a period of thirty days from the date of issue of the preliminary notice of termination as provided in Article , this Agreement may be terminated after serving the final termination notice to the Distribution Franchisee It is expressly agreed that both the parties shall continue to perform their respective obligations until the serving of final termination notice, whereupon this Agreement shall terminate on date of such notice JVVNL shall exercise its Step-in rights after serving the final termination notice. The Distribution Franchisee shall be obliged to extend transition assistance for a period of 30 days from the serving of such Final termination notice, failing which the costs and expenses incurred by JVVNL on the account of non-provision of such assistance by the Distribution Franchisee shall be recovered from the Termination payment of the Distribution Franchisee Termination Procedure for JVVNL Event of Default On the occurrence of Event of Default by JVVNL, the Distribution Franchisee shall issue an Event of Default notice to JVVNL JVVNL shall eliminate/ mitigate consequences of such Event of Default within a period of 60 days In case JVVNL is unable to eliminate/ mitigate the consequences of Event of Default, a preliminary notice of termination may be served by the Distribution Franchisee to JVVNL, elaborating the Event of Default by JVVNL If the default is not cured within a period of thirty days from the date of serving of preliminary termination notice, this Agreement may be terminated after serving the final termination notice to the defaulting Party It is expressly agreed that both the parties shall continue to perform their respective obligations until the serving of final termination notice, whereupon this Agreement shall terminate on the date of such notice JVVNL shall Step-in after receiving the final termination notice. The Distribution Franchisee shall be obliged to extend transition assistance for a period of 30 days from the serving of such Final termination notice, failing which the costs and expenses incurred by JVVNL on the account of non-provision of such assistance by the Distribution Franchisee shall be recovered from the Termination payment of the Distribution Franchisee Consequences of Termination Consequences of Termination for Distribution Franchisee Event of Default a) Without prejudice to the other rights of JVVNL in case of termination, Distribution Franchisee shall pay all the dues payable to JVVNL on the date of termination. Distribution Franchisee shall pay dues to third parties only after the payment of all JVVNL dues. b) JVVNL has right to make good any shortfall from the performance guarantee. c) JVVNL unconditionally reserves the right to claim from Distribution Franchisee any Page 44 of 83

107 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for costs, expenses or loss that it may have incurred by reason of breach of failure on the part of Distribution Franchisee to observe and perform any of the terms and conditions of the agreement. d) On termination of this Agreement however occasioned, the Distribution Franchisee shall forth with deliver to JVVNL all papers including the forms used, partially used and unused receipts books, all promotional materials and documents which may have come into its possession or custody under the terms of this Agreement or otherwise. e) The Distribution Franchisee shall furnish a certificate of Non encumbrance to claim the amount due to him as per provisions of Article-5.2 and Article Consequences of Termination for JVVNL Event of Default Without prejudice to the other rights of Distribution Franchisee in case of termination, JVVNL shall pay all the dues payable to Distribution Franchisee on the date of termination Step In Rights of JVVNL Step-in Rights in case of Event of Default after serving of Final Termination Notice a) JVVNL or its Designate(s) shall be entitled to immediately enter any and/or all of the Site(s) and operate the Distribution System and collect revenues due from Consumers. b) JVVNL shall have the right to invoke the Bank Guarantee against the Security Deposit furnished by the Distribution Franchisee to recover all its dues and outstanding amounts. c) The Distribution Franchisee shall transfer all the Fixed Assets brought in as a part of the New Capital Expenditure in the Franchisee Area in accordance with the Article Step-in Rights in the Event of Abandonment by the Distribution Franchisee a) JVVNL or its Designate(s) shall be entitled to immediately enter any and/or all of the Site(s) and operate the Distribution System. b) JVVNL shall issue a take-over notice to the Agreement Representative and serving of such notice shall be treated as a deemed takeover of operations by JVVNL. c) JVVNL shall invoke the Performance Guarantee and LC against the security deposit furnished by the Distribution Franchisee. d) All Current Assets of the Distribution Franchisee in the Franchisee Area shall stand transferred to JVVNL. e) All Capital (Moveable and Immoveable) Assets of the Distribution Franchisee brought in the Franchisee Area in accordance with Article 5.2 shall stand transferred to JVVNL. f) However, the liability of meeting the repayment obligations on account of financing arrangements for such assets shall lie with the Distribution Franchisee. g) The Lenders to the project shall be entitled to bring in an eligible operator in place of the Distribution Franchisee, subject to approval from JVVNL. Such eligible Page 45 of 83

108 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for operator shall take over the Franchisee Area with the same rights and obligations, applicable from Effective Date, as the original Distribution Franchisee Step-in Rights of JVVNL in the Events of Partial Disruption of electric supply services In case of disruption of electric supply services in any part of the Franchisee Area, leading to severe public inconvenience for reasons solely attributable to Distribution Franchisee, JVVNL shall have a right to step-in the Franchisee Area and restore electric supply services. The costs and expenses incurred for restoration by JVVNL shall be borne by the Distribution Franchisee Expiry Payment The expiry payment to the Distribution Franchisee shall consist of the following: a) Depreciated Value of capital assets worked out as per Article-5.2; b) Value of current assets worked out as per Article-5.3; c) Arrears accrued in the last one-month prior to Expiry as per Article An amount equal to 70% of the depreciated value of capital assets on Expiry Date worked out as per the audit conducted at the end of [Year immediately preceding the last year of the contract] contract year shall be released to the Distribution Franchisee not later than 15 days from the Expiry Date upon furnishing of a certificate of nonencumbrance by the Distribution Franchisee and from the bankers of the Franchisee The balance payment on account of capital assets after accounting for deviations shall be released on completion of physical verification and auditing but not later than 60 days from expiry subject to fulfillment of all of the following: (i) Such Assets have been physically verified by the Joint Audit Team of JVVNL and the Distribution Franchisee and have been found to be in working order. The verification shall be completed within one month after Expiry of the agreement. In case of shortfalls, the non disputed amount shall be released promptly. (ii) The Distribution Franchisee has furnished a Certificate of Non-encumbrance issued both by the Franchisee as well as its bankers in respect of such Distribution Assets. (iii) The title and possession of such assets has been transferred to JVVNL The payment for current assets due to the Distribution Franchisee shall be released not later than 60 days from Expiry date JVVNL shall make payment towards arrears accrued one month prior to the Expiry after such an amount has been jointly determined and agreed by JVVNL and Distribution Franchisee. The liability of JVVNL shall be limited to making payment at the prevailing level of collection efficiency of such amount within 60 days of such joint determination All the above payments shall be released after deductions on account of any outstanding amount towards JVVNL, if any Termination Payment in case of JVVNL Event of Default The Termination payment to the Distribution Franchisee shall consist of the following: (i) Depreciated Value of capital assets worked out as per Article-5.2; Page 46 of 83

109 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for (ii) Value of current assets worked out as per Article-5.3; (iii) Arrears accrued in the last one-month prior to termination as per Article An amount equal to 70 % of the depreciated value of capital assets on Termination date worked out as per the audit conducted at the end of last contract year shall be released to the Distribution Franchisee not later than 15 days from the Termination Date upon furnishing of a certificate of non-encumbrance by the Distribution Franchisee and from the bankers of the Franchisee The balance payment on account of capital assets after accounting for deviations shall be released on completion of physical verification and auditing but not later than 60 days from Termination Date subject to fulfillment of all of the following: (i) Such Assets have been physically verified by the Joint Audit Team of JVVNL and the Distribution Franchisee and have been found to be in working order. The verification shall be completed within one month after Termination of the agreement. In case of shortfalls, the non-disputed amount shall be released promptly. (ii) The Distribution Franchisee has furnished a Certificate of Non-encumbrance issued both by the Franchisee as well as its bankers in respect of such Distribution Assets. (iii) The title and possession of such assets has been transferred to JVVNL The payment for current assets due to the Distribution Franchisee shall be released not later than 60 days from Termination date JVVNL shall make payment towards arrears accrued one month prior to such Termination after such an amount has been jointly determined and agreed by JVVNL and Distribution Franchisee. The liability of JVVNL shall be limited to making payment of 90% of such amount within 60 days of such joint determination All the above payments shall be released after deductions on account of any outstanding amount towards JVVNL, if any 17.9 Termination Payment in case of Distribution Franchisee Event of Default The Termination payment to the Distribution Franchisee shall consist of the following: a) Depreciated Value of capital assets worked out as per Article-5.2; b) Value of current assets worked out as per Article-5.3; c) Arrears accrued in the last one-month prior to Expiry as per Article An amount equal to 50% of the depreciated value of capital assets on Termination date worked out as per the audit conducted at the end of last contract year shall be released to the Distribution Franchisee not later than 15 days from the Termination Date upon furnishing of a certificate of non-encumbrance by the Distribution Franchisee The balance payment on account of capital assets after accounting for deviations shall be released on completion of physical verification and auditing but not later than 60 days from Termination Date The payment for current assets due to the Distribution Franchisee shall be released not later than 60 days from Termination date. Page 47 of 83

110 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for The payment for arrears accrued in the last one month prior to expiry shall be released not later than 90 days from the Termination date All the above payments shall be released after deductions on account of any outstanding amount towards JVVNL, if any. 18 GOVERNING LAW AND DISPUTE RESOLUTION 18.1 Governing Law This Agreement has been executed and delivered in India and its interpretations, validity and performance shall be construed and enforced in accordance with the laws of India and also the laws applicable to the State of Rajasthan Any dispute arising out of compliance/ non-compliance of this Agreement shall be exclusively under the jurisdiction of court at Jaipur Disputes between the Consumers in the Franchisee Area and the Distribution Licensee shall be referred to the existing relevant Consumer Grievance Redressal Forums Amicable Settlement Either Party shall be entitled to raise any dispute or differences of whatever nature arising under, out of or in connection with this Agreement including its existence or validity by giving a written notice to the other Party, which shall contain: (i) The details of the Dispute; (ii) The grounds for such Dispute; and (iii) All documentary evidence in support of its claim The other Party shall, within thirty (30) days of receipt of dispute notice issued under Article , furnish: (i) Counter-claim and defences if any regarding the Dispute; and (ii) All documentary evidence in support of its defences and counter-claim Both the parties shall constitute a permanent dispute resolution body having equal representation from each of the parties. The disputes or differences arising under this Agreement shall be referred for resolution to this body, which shall communicate its decision within Thirty (30) days In case of non-settlement of dispute by the permanent dispute resolution body, such dispute or differences shall be referred for decision to a body constituted by Chairman/ Managing Director of the Distribution Licensee and Head, Distribution Franchisee which shall communicate its decision preferably within a period of fifteen (15) days Any dispute arising out of, in connection with or with respect to this Agreement, the subject matter hereof, the performance or non-performance of any obligation hereunder, which cannot be resolved by negotiation between the Parties and the Dispute Resolution procedure as stated in the foregoing Articles, shall be exclusively submitted to arbitration at the request of either party upon written notice to that effect to the other party and. The proceedings shall be conducted subject to the provisions of the Arbitration and Page 48 of 83

111 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Conciliation Act, 1996 (the Arbitration Act) by a panel consisting of three arbitrators While submitting the dispute or difference to arbitration in accordance with this Article the Party so submitting shall, in its notice, specify the name of one arbitrator appointed by it. Within thirty (30) days of the receipt of notice, the other Party shall appoint an arbitrator. The third arbitrator (who will act as the chairman) shall be nominated by the two arbitrators appointed as aforesaid or, failing such nomination within thirty (30) days of the appointment of the second arbitrator, shall be appointed in accordance with the Arbitration and Conciliation Act, The language of the arbitration shall be English. The venue of Arbitration shall be Jaipur The arbitration award shall be in writing. The arbitrators shall also decide on the costs of the arbitration proceedings The Parties agree that the award of the arbitrators shall be final and binding upon the Parties Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Article 17 shall survive the Termination of this Agreement Both the parties shall continue to perform their respective obligations during the conduct of the Dispute Settlement Procedure Disputed Payments An invoice raised by JVVNL in terms of Article-8 can be disputed by the Distribution Franchisee; however, the Distribution Franchisee shall remit the payment under protest against the same to JVVNL within the stipulated time. Cases of excessive billing, if any, during the last three months shall be jointly identified by JVVNL and DF and shall be referred to the high level committee envisaged under Annexure 5 Procedure for recovery of arrears in the Distribution Franchisee Agreement. Such excessive amount shall be excluded from the payment responsibility within three months In case the dispute is resolved in the favour of the Distribution Franchisee, JVVNL shall within 7 days of settlement of such dispute refund the excess amount along with interest of 12% per annum from the date of payment The information submitted by Distribution Franchisee and forming a basis for the Invoice can also be disputed by JVVNL In case the dispute is resolved in the favour of JVVNL, the Distribution Franchisee shall within 7 days of settlement of such dispute refund the additional amount along with interest of 12% per annum from the date of payment Severability If any section, provision or Article of this Agreement is held by a court of Competent jurisdiction to be invalid or unenforceable, or is pre-empted by central or state laws, regulations or regulatory agencies, the remainder of this Agreement shall not be affected, except as is otherwise provided in this Agreement. However if the implication of such a situation is significant, both the parties may mutually decide the future course of action. Page 49 of 83

112 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for 19 FORCE MAJEURE 19.1 No Party shall be liable to the other Parties if, and to the extent, that the performance or delay in performance of any of its obligations under this Agreement is prevented, restricted, delayed or interfered with due to occurrence of any event of force Majeure beyond the parties control, which cannot be reasonably forecast or prevented, thereby, hindering the performance by the parties of any of their obligations hereunder. The Party claiming an event of force majeure shall promptly notify the other Parties in writing, and provide full particulars of the cause or event and the date of first occurrence thereof as soon as possible after the event and also keep the other Parties informed of any further developments. The Party so affected shall use its best efforts to remove the cause of non-performance, and the Parties shall resume performance hereunder with the utmost dispatch when such cause is removed. For the purpose of clarity, the Parties agree that the failure of a Party to adhere to any statutory or regulatory requirement or to obtain necessary approvals shall not be deemed to be a force majeure situation. A condition of force majeure shall not relieve any Party of any obligation due under this Agreement prior to the event of force majeure. In the event of a prolonged event of Force Majeure (continuing for a period of more than 30 days) a preliminary notice of termination may also be issued by either Party leading to the termination of the Agreement. The payment mechanism for this case shall be the same as described in Article MISCELLANEOUS PROVISIONS 20.1 JVVNL shall refrain from unreasonably interfering with the Distribution Franchisee in exercising of its rights or the performance of or compliance with its obligations under this Agreement. JVVNL shall make all reasonable efforts to ensure that its staff (whether assigned to the Franchisee Area or not) does not impede the Distribution Franchisee from exercising its rights or performing its obligations under this Agreement The Parties shall establish formal communication means for purposes of exercising their respective rights and performing or complying with their respective obligations under this Agreement. Each of the Parties shall designate an Engineer-in-charge who is duly authorized to act on behalf of the respective Parties, to liaise for purposes of and carry out Agreement Management pertaining to the management of all matters related to the compliance with the requirements of this Agreement. The Engineer-in-charge shall be of the rank of Chief Engineer or equivalent and above from JVVNL and a rank of General Manager and above from Distribution Franchisee Both the parties shall duly appoint their respective Agreement Representatives and the Disputes or differences arising out of the execution of this Agreement shall be dealt by them. The Agreement Representative shall be of the rank of Executive Director or equivalent and above from both the sides. To address any unforeseen situation in future, this Agreement document can be modified/amended through mutual consent of both the parties. On JVVNL side any such proposed amendment has to be first approved by JVVNL Board. Page 50 of 83

113 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for 20.4 Distribution Franchisee may consider the use of innovative operating systems and technical solutions for loss reduction, theft prevention, credit control, etc. If such a system is being implemented then the Distribution Franchisee will submit information about such plans, processes and procedures to JVVNL. All these systems must be in compliance with Regulatory and Licensee conditions. JVVNL, in consultation with the Distribution Franchisee may depute a reasonable number of its employees to be trained on such new systems and processes In the event the Distribution Franchisee undergoes merger/ acquisition/ amalgamation, it will duly seek approval from JVVNL for assignment of this agreement to the new entity. This would facilitate better coordination with the new entity The necessary approvals/consents under this agreement shall not be withheld or delayed unreasonably by any of the party. Any approval or consent given under this Agreement shall be valid only if given in writing The Distribution Franchisee may create charge on its gross margin i.e. the revenue realizations less the amount payable to JVVNL as per the regular invoices. Notwithstanding the foregoing, the repayment obligations in all cases shall lie with the Distribution Franchisee The language of communication between two parties shall be English only The Distribution Franchisee shall not use JVVNL assets for any other use except for distribution of electricity and activities concerned with the subject of this Franchisee JVVNL at the request of the Distribution Franchisee shall pursue with the relevant agencies for the augmentation of EHV line and transformer capacity for Franchisee Area JVVNL shall mark a copy of the Directives received by it under applicable laws, Regulations and Directives of RERC, which are not in the public domain Notices Notices to be given under this Agreement shall be in writing and in the English language. All notices must be delivered personally, by registered or certified mail or by facsimile transmission on the address given below (To be filled up at the time of execution of DFA): For Distribution Licensee Engineer In Charge: Phone: Fax: Franchisee Representative: General Manager Phone: Fax: Page 51 of 83

114 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for For Disputes & their Resolution For Distribution Licensee Chairman/ Managing Director/ Member: Phone: Fax: Franchisee Representative: Executive Director (Operations) Phone: Fax: Agreement Representative All notices shall be effective: (i) if sent by facsimile transmission, when sent (on receipt of confirmation of the correct number or address); (ii) if sent by registered post or certified mail, within 5 days of dispatch; and (iii) if delivered personally, on receipt by intended recipient. Provided that all notices given by facsimile transmission shall be confirmed by registered or certified mail. Each party shall forthwith notify the other party of any change in its address to which notices under this Agreement are to be delivered, mailed or facsimiled Amendment: This Agreement may be amended only by written agreement of the Parties hereto, duly executed by an authorized representative of each of the Parties hereto Non-Waiver The failure in any one or more instances of a Party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred or the waiver by said party of any breach of any of the terms, covenants or conditions of this Agreement shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect Binding Effect This Agreement and the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Annexure attached hereto form part of the Agreement. JVVNL and the Distribution Franchisee hereby represent and warranty that: (a) They are not prevented under the applicable Laws and Regulations to enter into this Agreement; (b) They have obtained the required authorizations/ permits to sign this Agreement. Page 52 of 83

115 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for IN WITNESS WHEREOF the Parties have caused the Agreement to be executed through their duly authorized representatives as of the date and place set forth above. For and on behalf of [JVVNL] Name, Designation and Address For and on behalf of [M/s <Name of the Distribution Franchisee>] Name, Designation and Address Signature with seal Signature with seal Witness: Signature, name and address Witness: Signature, name and address Page 53 of 83

116 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for 21 LIST OF ANNEXURE (1-11) A. Annexure 1: Brief description of Franchisee Area B. Annexure 2: Methodology for energy audit C. Annexure 3: Specifications of consumer service center D. Annexure 4: Schedule of Annualized Energy Input Rates E. Annexure 5: Procedure for recovery of arrears F. Annexure 6 : Format of Performance Bank Guarantee G. Annexure 7: Notification Of Electricity Duty H. Annexure-8: Details of projects approved under schemes of Government of India or the State Government or any Department or Undertakings thereof or any multilateral funding organizations I. Annexure 9: Order on RERC approved depreciation rate J. Annexure 10: Detailed report on audited Average Billing Rate K. Annexure 11: List of Open access consumers Page 54 of 83

117 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 1: Brief description of Franchisee Area [Details of the Franchisee Area with substations] Kota is the third largest city of Rajasthan after Jaipur and Jodhpur. This is spread over approximately 150 square kilometers. The geographical location of is shown in the picture below: Figure 2: Geographical location of KOTA area Total Number of: Effective Consumers: The brief description of distribution network of Franchisee Area of Kota as on 31st March 2014 is given in the table below. PDCOR has compiled the technical and revenue information regarding the Franchise Area on a best efforts basis. Page 55 of 83

118 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Table 3: Details of KOTA Area Particulars UOM KOTA Area Area Sq km 150 Population Nos No of Consumers Nos Peak Load MW 191 The general details of distribution divisions of the Kota circle are as below: Table 4: Details of Distribution Divisions of KOTA Circle SI No Particulars of Divisions 1 City Division-I (CD-I) 2 City Division-II (CD-II) 3 Ramganj Mandi 4 District Division 5 Sangod Division 6. AREA DETAILS Area identified for Distribution Franchisee in Kota is. Kota city is divided into 2 divisions: A) City Division-I (CD-I) B) City Division-II (CD-II) Table 5: Details of EHV/HV Substations & Current Load SI No Name of EHV Substation Capacity Installed (MVA) No. of input Feeders /33/11 KV Indl. Area /33/11 KV- Mahaveer Nagar /132/33/11 KV- Sakatpura /33/11 KV- Gopal Mill 50 7 Page 56 of 83

119 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Table 6: Details of City Divisions of KOTA Circle S. No Name of Division No. Of 33/11 KV S/s Capacity Installed (MVA) Peak Load (MW) No. of 33KV input feeder No of 11 KV feeders City Division-I (CD-I) City Division- II (CD-II) A. City Division-I (CD-I) CD-I is having 11 nos of 33/11 KV substations comprising 10 nos of 33 KV input feeders & 74 nos of 11 KV feeders with connected load of 129 MVA Table 7: Details of 33/11 KV substation in CD-I: Substation Dadabari 3X8 MVA = 24 MVA (A-III) RIMDC 2X8 + 1X5 MVA = 21 MVA (A-I) No of 11 KV input feeders CAD (A-III) Pratap Nagar (A-III) Basant Vihar (A-III) Dadabari (A-III) RPS Colony (A-IV& B-II) Ambar (A-III) Shivpura (A-III) Rathkankra (Rural) Open. Univ (A-III) No.1 (A-I) No.2 (A-I) No.3 (A-I) No.5 (A-I) No.6 (A-I) No.7 Area fed Shakti Nagar, IT Colony, Durga Basti, UIT office, Dussera Maidaan. Pratap Nagar Basant Vihar, Dadabari Extension. Dadabari & Shastri Nagar RPS Colony, Sabarmati Colony Kishore Pura, Forest Colony Shivpura, Hjira Basti, Hanuman Basti - Open Univ, Kota Dairy, RTU Road no 4 & 5 Road no 5, Lakava Crasher, Om Enclave, Zalawar main road. Road no 2, 3 & 4. Road no 6 & 7, Area around Nalanda School. Road no 6, Trolly Market. Bhamata Mandi (Dedicated) Page 57 of 83

120 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Substation Talwandi 2X8 MVA = 16 MVA (A-II) JP Market 2X5 MVA = 10 MVA (A-IV) Basant Vihar 2X5 MVA = 10 MVA (A-V) RK Puram 2X5 MVA = 10 MVA (A-V) No of 11 KV input feeders (A-I) No.11 (A-I) No.4 (A-I) No.8 (A-I) No.9 (A-I) No.10 (A-I) Baheti (A-II) P & T (A-II) Talwandi (A-II) Sudha Hospital (A-II) BSNL (A-II) ESI (A-II) Jain Mandir (A-II) Sheela Chd. (A-II) PHED (A-II) Ghantaghar (A-IV) Shreepura (A-IV) Tonga Stand (A-IV) Balaji (A-V) Subhash Circle (A-V) Ganesh Talab (A-III) District Centre (A-III& A-V) Balaji Mkt (A-V) Ganesh Nagar (A-VI) Shrinath Puram (A-V) Area fed Best Price (Dedicated) Anand Pura BSNL feeder Subhash VIhar, Pt. Deen Dayal Nagar, Kholibada PSD feeder Vigyan Nagar sector-5 Vigyan Nagar Sec-1, 2 & 4, Indira colony Talwandi sector- A, B & 4 Dedicated Dedicated Chatrapura, Sanjay Nagar, Motar Mkt. Vigyan Nagar Sec-3 Talwandi Sec A & C Dead Bantpali Mkt, Vijay Mkt, Agrsen Bazaar, Shastri Bazaar, Indira Mkt, Sabzi Mandi, Bajaj Khana, Ghantaghar, Ambaar, Hirad Bazaar, Chaautmata Bazaar GMS Plaza, Chaut Mkt, Swarn Rajat Mkt, Temple Stand, Kalibada, Bontgich Road, Canal Road Machli Mkt, Lakarapura, Shreepura, Ghandiji ka pul, Lalpur, Berugidagi, Dr. Mantri clinic ki gali. Keshav Pura sec-2,3,6,7, Mahavir Nagar vistaar yojna. Keshav Pura sec-4,7, Santoshi Nagar - Keshav Pura sec-4, Balakund Balaji Mkt, Shrinath Puram-A Ganesh Nagar, Ajay Ahuja Nagar, Veer Savakar Nagar. Shrinath Puram, Tagore Nagar, G D colony Page 58 of 83

121 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Substation IPIA 2X5 MVA = 10 MVA (A-I) Rajeev Gandhi Nagar 2X5 MVA = 10 MVA (A-VI) Indira Vihar 1X8 + 1X5 = 13 MVA (A-II) Electronics Complex 1X5 MVA = 5 MVA (A-I) District Centre 1X5 MVA = 5 MVA (A-II) 132 KV GSS IA No of 11 KV input feeders R K Puram (A-V) Vivekanand (A-V) No.1 (A-I) No.2 (A-I) No.3 (A-I) Block 200 (A-VI) Rajeev Gandhi Nagar (A-VI) Saafalya (A-VI) IL (A-II) MPB (A-I) Narayana (A-II) Shiv Jyoti (A-II) OBC (A-II) Khandelwal (A-II& A-VI) Talwandi (A-II) Om Cineplex (A-II& A-VI) PHED (A-II) Elec. Complex (A-I) Dakania Station (A-I) Career Point (A-I) Radhakrishnan Nagar (A-II) Jawahar Nagar (A-III) TT Hospital (A-II) 11KV O/G No.2 (A-I) Area fed R K Puram Vivekanand Nagar Road no 5, Automobile zone Road no 6, Tractor Zone, DCM Bridge area Road no 5 Rajeev Gandhi Nagar Rajeev Gandhi Nagar Rajeev Gandhi Nagar IL colony, New Rajeev Gandhi Nagar MPB Lines (Mahaveer Nagar- I) Sec-1 Indira Vihar Indira Vihar (half) Indira Vihar (half) Talwandi sec-2 & 3 Talwandi sec-2 & 4 PMC hospital, Om cineplex, Allen institute Dedicated feeder (Jal vibhag) Elec. Complex Road no 1 & 2 Dedicated feeder Talwandi sec- B & C District centre, Talwandi, Beer Bar Talwandi sec- 4 & 5 Gobariya Bawadi, Patrakaar colony Page 59 of 83

122 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Substation 220 KV GSS Sakatpura 132 KV GSS Mahaveer Nagar No of 11 KV input feeders 11KV O/G No.14 (A-I) 11KV O/G No.16 (A-II) 11KV O/G No.2 (A-IV) 11KV O/G No.4 (A-IV) 11KV O/G No.1 (A-VI) 11KV O/G No.2 (A-V) 11KV O/G No.3 (A-V) 11KV O/G No.4 (A-V& A-VI) 11KV O/G No.5 (A-VI) 11KV O/G No.6 (A-I) 11KV O/G No.7 (A-I& A-VI) Area fed IL factory, IPIA road no 1, Loha complex Vigyaan Nagar vistaar yojna, Ganesh Nagar, Puliya Basti Retwali, Afeem Godam, Sabarmati colony, Maukhapada, Catholic road. Tipta, Dadavilas, Patanpol, Bhatighat, Bambola Mandir, Santoshimata ki gali, Chandra chata, Umar colony, Chashme ki Bawli, Batapada harjan basti, Shivdas ki gali. Narcotics colony, Hariom Nagar, Rang Badi yojna sec-4 & 5, Rang Badi Keshav Pura sec-7 Ambedkar Nagar, Rang Badi Vistaar yojna sec-1 & 2, Mahaveer Nagar sec-6 & 7. Teachers colony, Keshav Pura sec-4, Meera mkt Mahaveer Nagar - 3 Transport Nagar, Krisna Nagar, Vishvkarma Nagar Rang Badi yojna sec-1 & 2, Mahaveer Nagar- 2, Parizaad Colony B. City Division-II (CD-II) CD-II is having 12 nos of 33/11 KV substations comprising 13 nos of 33 KV input feeders & 69 nos of 11 KV feeders with connected load of MVA Table 8: Details of 33/11 KV substation in CD-II: Substation 11 KV feeders Area fed Sakatpura 1X8 + 1X5 MVA = 13 MVA (B-V) MBS 2X8 = 16 MVA (B-III) Kunhadi (B-V) Nanta (B-V) Rural (B-V) Thermal Plant (B-V) Thermal Colony (B-V) MBS (B-III) M. Talkies (B-IV) Antaghar (B-III) Kunhadi, Thermal road Nanta, Fly ash area Naya Khera SLDC, Thermal shed Thermal colony MBS hospital Station Road Circuit House Page 60 of 83

123 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Substation 11 KV feeders Area fed Kherli Collectory (B-IV) Civil Lines Civil Lines, Kherli, Dostpura (B-III) Bus coupler - Vallabh Nagar 2X8 MVA = 16 MVA (B-II) Junction 1X8 MVA = 8 MVA (B-IV) Ganeshpal 1X5 MVA = 5 MVA (B-V) PHED MBS pump house (B-III) Aerodrome Jhalawar Road, Shopping centre (B-II) Mohan Talkies B.Bari, Seven wonder (B-II) CAD Vallabh Nagar, CAD road (B-II) Gumanpura Gumanpura (B-II) Chowpati Chowpati, Gumanpura (B-II) Railway DRM office (B-IV) Ram Mandir Mala road, Ram Mandir (B-IV) Fruit Market Bazaria, Station road (B-IV) Badgaon Badgaon, Gordhanpura (B-V) Girdharpura Girdharpura, Patan road (B-V& AEN Talera) Rural Backfeed - Civil Line Area in front of MBS hospital (B-III) Kunhadi Khai road, Karbala (B-III) Sarovar Jaipur Golden (A-IV) Aux-II - Nayapura 2X8 + 2X5 MVA = 26 MVA (B-III) Borkhera 2X8 MVA = 16 MVA Police Line (B-III) Dhanmandi (A-IV) Gordhanpura (B-II) Jail Road (B-III) Bajrang Nagar (B-III) PHED (B-III) Borkhera (B-III) Akashwani, Sarawati colony Agresen Market Jhalawar road Baran road, Jai Hind Nagar Bajrang Nagar, Police,line Mukherji Pump house Borkhera, Gramin Police line Page 61 of 83

124 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Substation 11 KV feeders Area fed (B-III) Kunhadi 2X5 = 10 MVA (B-V) Khari Bawari Chandresal road, Tapri (B-IV) Manpura Manpura, Arjunpura (Rural) Ujjawal Vihar Pragati Nagar, Baran Road (B-III) Holy Family Thekara, Deoli Arab road (B-III) Gopal Vihar Gopal Vihar, Aditya awas (B-III) Baleta Baleta village (B-V& AEN Talera) Kamla Udhyan Kamla Udhyan, Parshvanath Colony (B-V) Ridhi-Sidhi Ridhi-Sidhi colony, Laxman vihar (B-V) Chungi Naka Nanta road, Krishna Nagar (B-V) Bapu Basti Bapu basti, Baleta road (B-V) Mains - Industrial Estate 1X8 MVA = 8 MVA (B-I) Ridhi Sidhi Nagar 1X3.15 MVA = 3.15 MVA (B-V) Prem Nagar 2X5 MVA = 10 MVA (B-I) Landmark 2X8 MVA = 16 MVA (B-V) R C Pura (B-I) Dhanmandi (B-I& B-II) Bengali Colony (B-I& B-II) 15 Nos. (B-I) Aakash Talkies (B-II) Ridhi Sidhi Nagar (B-V) Feeder-I (B-I) Feeder- II (B-I) Feeder-III (B-I) Feeder-I (B-V) Feeder- II (B-V) Feeder-III (B-V) Feeder-IV (B-V) Ram Chandra pura NGM, Motor mkt Vhawani, Bengalo colony Furniture market area Aakash talkies Mall Pearl Residency Affordable Housing Scheme Affordable Housing Scheme Affordable Housing Scheme Landmark City Landmark City Landmark City Landmark City Page 62 of 83

125 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Substation 11 KV feeders Area fed 132 KV GSS Gopal Mill 132 KV GSS IA Feeder- V (B-V) Feeder-VI (B-V) Junction (B-IV) JP (B-IV) Saraswati colony (B-IV) Borkheda (B-IV) Bhadana (Rural& B-IV) 11KV O/G No.1 (B-I) 11KV O/G No.3 (B-I) 11KV O/G No.6 (B-I& Rural) 11KV O/G No.7 (B-I) 11KV O/G No.9 (B-I) 11KV O/G No.12 (B-I) 11KV O/G No.13 (B-I) 11KV O/G No.15 (B-I) Landmark City Landmark City Dadwara JP colony, Samshan road Area in front of Gopal Mill Sub station Sundar Nagar, Poonam colony Bhadana Industrial area Prem Nagar Deoli Arab road, Raipura, Thekara road Sanjay Nagar, Stadium Prem Nagar Kansua, JK colony Multimetals Govind Nagar, Prem Nagar, Industrial area Page 63 of 83

126 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 2: Methodology for energy audit Parameter Sl. Column Name Description Sources of data Remarks Energy Input 1. Dist. Energy sent to O&M division from EHV substations on 33 kv &11 kv feeders Joint Meter Readings by JVVNL & the Distribution Franchisee 2. EHV Consumers Energy sent to EHV Consumers under franchisee jurisdiction from EHV feeders Sub-station wise import/export energy transactions of concerned EHV substations from the concerned JVVNL/RVPNL authority. 3. Other input at distribution level Energy input other than non-ehv source like CPPs, IPPs, NCE generation sources, small hydro etc. Distribution Franchisee 4. Cross-over, if applicable Energy exchange between adjacent circles/divisions/subdivisions Distribution Franchisee Only mutually agreed transactions considered. Every import must have corresponding export & viceversa. Total input Energy 5. Sum of (1) to (4) Metered Billing 6. HT Energy Sales to High Tension Consumers Distribution Franchisee 7. LT Energy Sales to Low Tension Consumers Distribution Franchisee 8. Metered LT-AG apportioned unit Apportioned energy sales to low tension Ag Consumers Distribution Franchisee 9. Credit Billing Credit units not appearing in HT sales Distribution Page 64 of 83

127 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Parameter Sl. Column Name Description Sources of data Remarks at (6) above to HT Consumers Franchisee 10. Other Billing Miscellaneous metered billing not appearing in (6) to (9) above Distribution Franchisee 11. Total Metered Energy Sum of (6) to (10) 12. Percentage of Metered Billing w.r.t. Input Energy (11) divided by (5) multiplied by 100 Unmetered Energy 13. LT-AG Load in HP as on Connected Load of Unmetered Ag consumers in HP for the Franchisee Area as on end of latest quarter Distribution Franchisee 14. KWh/ HP/ Month Index derived from metered LT agriculture consumption for the zone Distribution Franchisee 15. Consumption 16. Other Multiplication of (13) & (14) Other Miscellaneous billing not appearing in (14) & (15) Distribution Franchisee Total Unmetered Energy % Unmetered energy w.r.t. Input Energy Sum of (15) and (16) (17) divided by (5) multiplied by 100 Total Energy Sales 19. Sum of (11) and (17) Loss 20. (5) less (19) Loss in percentage 21. (20) divided by (5) multiplied by 100 Page 65 of 83

128 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 3: Specifications of consumer service centre The Consumer Service Centre (CSC) is an initiative for providing information and service to the consumers. The CSC shall act as an interface between the customer and the Distribution Franchisee operations in the entire customer facing process. The services to be rendered by the CSC shall be as below: Connection services: relates to customer acquisition including temporary connection, load change, category change, name/ address change and closure of connection Billing- duplicate bill generation and billing related compliant handling. Collection Management- collection facilitation Recording and redressal of supply related complaints Help desk The CSC shall be in the shape of physical infrastructure and shall be manned by persons of the Distribution Franchisee. The channels of interface at the CSC shall be as under: Help desk services User self-use kiosks (optional) Touch screen kiosks to be kept at the sub divisional offices, which will guide the customer through graphical user interface. These kiosks shall also act as collection boxes, which will help in collecting the payment of the electricity bills and issue a receipt once the cheque/ cash is received. Notice Boards disseminating information regarding: Power outages schedule; Standards of Performance; Emergency numbers in case of accidents; General information regarding saving of power; Contact numbers of concerned officials; Performance graphs. Operations of the CSC New Connection process The CSC agent shall explain to the Customer, the details of filling up of the forms and shall also inform the customer about the required documents, fees and other charges. The CSC agent shall check the adequacy of the form and document and shall issue a receipt to the consumer. The form shall be promptly forwarded for further action to connect the customer. Duplicate Bill The CSC shall issue a duplicate bill to the customer upon payment of a nominal fee. Collection of Payments Page 66 of 83

129 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for The CSC shall be equipped to handle collection of bills from the consumers. The CSC shall collect the payment against bills and issue a prompt receipt to the consumer. Complaint Handling The CSC shall register the commercial and supply related complaints of consumers and issue a complaint number to the customer. The complaints so registered shall be promptly forwarded for taking necessary action for redressal. SPECIFICATIONS Sl. Particulars 1 Personal Computers Minimum Hardware Quantity (Not to be lesser than R APDRP Requirement) Description (Not to be lesser than R APDRP Requirement) 2 External modem 3 Line Matrix Printer 4 Printer 5 RDBMS 6 Phone Lines Functionality of Software 1. Logging, tracking and managing complaints 2. Analysis and Reporting a. Identify trends b. Recurring electrical equipment problem identification c. Time to resolve d. First contact resolution rate e. Complaint tickets issued reports and MIS reports f. Daily Collection report 3. Interface 4. Web based solution 5. Collection management 6. Complaint/ query handling-billing, new connection Page 67 of 83

130 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for ILLUSTRATIVE LIST OF THE COMPLAINTS/ SERVICES TO BE HANDLED BY THE CONSUMER SERVICE CENTER Sl. Service Segment Service Details 1 New Connection Related 2 Meter Related 3 Billing Related 4 Disconnections and Dismantlement related Request for application form Query on time taken for new connections Security Deposit queries Application status Expected Date of meter installation Capital works expected completion date Customer number assignment Contract not provided Temporary Connection Other new connections request Meter Running-fast Meter Running-slow/ sluggish Meter Stuck up Meter burnt Shifting of meter Other meter related requests Billing Correction request Wrong Billing Duplicate billing request On demand bill request Late bill receipt Meter Reading-correction request Meter Reading not taken Arrears dispute Additional charges dispute Surcharge dispute Back billing dispute Other billing requests Reporting of theft/ malpractice Disconnection dispute Disconnection request Temporary disconnection request Dismantlement dispute Page 68 of 83

131 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Sl. Service Segment Service Details Termination request Other disconnection and dismantlement Requests Reconnection requests Fuse-off call Supply failed-total area Supply failed-individual Supply failed-one phase out Dim supply Voltage fluctuation Blinking Transformer-smoke/ flames Transformer-cable/ lugs burnt Transformer-sparking at the poles 5 Supply Related Transformer-leaking Voltage-High/Low Line-snapped/ bunched/twisted/ tree branches touching Pole-shock Pole-Leaning/ fell down Pole- Rushed/ damaged SC- Wire broken/ damaged/ loose Connection Street Light-not glowing Other supply related requests Name Change Title transfer Category Change Address Change Telephone Number change 6 Other Customer Related Requests Shifting of service Connected Load query Change of connected load Conversion from single phase to three Phase Page 69 of 83

132 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Sl. Service Segment Service Details Delay in release of additional load Exception status query Replacement of service wire Requirement of additional Poles Line shifting/ DTC shifting Additional streetlight reqd Status of complaints Other customer requests Page 70 of 83

133 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 4: Schedule of Annualized Input Rate Year Commencing Year from the Effective Date) Energy Input (MUs) Input Energy Rate (Rs/ Unit) Page 71 of 83

134 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 5: Procedure for Recovery of Arrear 1. A committee comprising independent external legal, financial and technical experts mutually agreed by both the parties shall be constituted by JVVNL for determination of arrears. The Chairman of the committee shall be the nominee of JVVNL. 2. The broad scope of work of the committee would be as under: a) Determining and validating the quantum of arrears in the franchisee area. b) The Committee shall follow a methodology for the above arrears with the approval of JVVNL. 3. The process of recovery of arrears shall be as per applicable provisions of The Rajasthan Electricity Regulatory Commission (Electricity Supply Code and Connected Matters) Regulations, 2004 ), Electricity Act 2003 and other applicable provisions of law. 4. The Distribution Franchisee shall continue to show the old arrears of JVVNL in the Consumers bill so as to effectively continue the claim of JVVNL on these arrears. 5. The Distribution Franchisee shall make available suitable office and secretarial help to the committee within Franchisee Area. 6. The expenses incurred for the committee in this respect shall be borne by Distribution Franchisee. Page 72 of 83

135 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 6: Performance Guarantee Ref.:.. Date:. Bank Guarantee No.. 1. In accordance with the tender specification No. of Jaipur Vidyut Vitaran Nigam Limited(hereinafter referred to as the JVVNL ) for the work of selection of Distribution Franchisee for Distribution of Electricity along with meter reading, billing, collection, operation maintenance etc. for of Rajasthan, M/s (Company Name) Address.(hereinafter referred to as Bidder ) wished to participate in the said tender and as a Bank Guarantee for the sum of Rs. for a period of from the date of opening of technocommercial bid as required to be submitted by the Bidder, we the.. (Name of the Bank) (hereinafter referred to as The Bank ) do hereby unequivocally and unconditionally guarantee and undertake to pay during the above said period, on written request by JVVNL, an amount not exceeding Rs Only to JVVNL without any reservation. The guarantee would remain valid up to 5.00 P.M. of.... (date) and if any further extension to this is required, the same will be extended on receiving instructions from the Bidder on whose behalf this guarantee has been issued. 2. We, the.. (Indicate the name of the Bank) do hereby further undertake to pay the amounts due and payable under this guarantee without any demur, merely on demand from JVVNL stating that the amount claimed is due by way of loss or damage caused to or would be caused to or suffered by JVVNL by reason of any breach by the said Bidder(s) of any of the terms of conditions and failure to perform said tender. Any such demand made on the Bank shall be conclusive as regards the amount due and payable by the Bank under this guarantee. However, our liability under this guarantee shall be restricted to an amount not exceeding Rs. 3. We, the.. (Indicate the name of the Bank) undertake to pay to JVVNL any money so demanded notwithstanding any dispute or disputes raised by the Bidder(s) in any suit or proceeding instituted/ pending before any court of tribunal relating thereto, our liability under this present being absolute and unequivocal. The payment so made by us under this bond shall be a valid discharge of our liability for payment there under and the Bidder(s) shall have no claim against us for making such payment. 4. We, the.. (Indicate the name of the Bank) further agree that the guarantee herein contained shall remain in full force and effect during the aforesaid period of.. days and it shall continue to be so enforceable till all the dues of JVVNL under or by virtue of the said tender have been fully paid and its claims satisfied or discharges or till JVVNL certifies that the terms and conditions of the said tender have been fully and properly carried out by the said Bidder(s) and accordingly discharges this guarantee. Unless a demand or claim under this guarantee is made on us in writing on or before the.. We shall be discharged from all liability under this guarantee thereafter. Page 73 of 83

136 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for 5. We, the.. (Indicate the name of the Bank) further agree with JVVNL that JVVNL shall have the fullest liberty without our consent and without effecting in any manner our obligations hereunder to vary any of the terms and conditions of the said tender or to extend time of performance by the said Bidder(s) from time to time or to postpone for any times or from time to time only of the powers exercisable by JVVNL against the tender Bidder(s) and to forebear or enforce any of the terms and conditions relating to the said tender and we shall not be relieved from our liability by reason of any such variation, postponement or extension being granted to the said Bidder(s) or for any forbearance act or omission on the part of JVVNL or any indulgence by JVVNL to the said Bidder(s) or by any such matter or thing what-so-ever which under the law relating to sureties would, but for this provision, have effect of so relieving us. 6. This guarantee will not be discharged due to the change in the name, style and constitution of the Bank or the Bidder(s). 7. We, the.. (Indicate the name of the Bank) lastly undertake not to revoke this guarantee during its currency except with the previous consent of JVVNL in writing. Dated, the day of Witness: For (Indicate name of Bank) Page 74 of 83

137 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 7: Notification of Electricity Duty Page 75 of 83

138 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Page 76 of 83

139 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 8: Details of projects approved under schemes of Government of India or the State Government or any Department or Undertakings thereof or any multilateral funding organizations A. Restructured Accelerated Power Development and Reforms Programme (R- APDRP) Ministry of Power, Govt. of India, has launched the Restructured Accelerated Power Development and Reforms Programme (R-APDRP) in the XI Five year Plan. Power Finance Corporation Limited (PFC) has been designated by Ministry of Power, Govt. of India as the Nodal Agency for the programme. The programme spans from data acquisition at distribution level till monitoring of results of steps taken to provide an IT backbone and strengthening of the Electricity Distribution system across the Country under the programme. The objective of the programme is reduction of AT&C losses to 15% in project areas. The program is divided into 2 parts: Part-A and Part-B. The Programme: Programme consists of Part-A covering Information Technology application in the electricity distribution system and Part B covering the System strengthening, improvement and augmentation of distribution system capacity. Both parts entail planning of measures to be taken under the programme, implementation of such measures to be taken and monitoring / evaluation of results /impact of the programme as a whole and of its various components across the Country. The focus of the programme shall be on actual, demonstrable performance in terms of loss reduction. Establishment of reliable and automated systems for sustained collection of accurate base line data, and the adoption of Information Technology in the areas of energy accounting will be essential for the success of the R-APDRP. The activities to be covered under each part are as follows: Part A: Preparation of Base-line Data System for the project area covering Consumer Indexing, GIS Mapping, Automatic Metering (AMR) on Distribution Transformers and Feeders, and Automatic Data Logging for all Distribution Transformers & Feeders and SCADA / DMS system. It would include Asset Mapping of the entire distribution network at and below the 11kV transformers and include the Distribution Transformers and Feeders, Low Tension lines, poles and other distribution network equipment. It will also include adoption of IT applications for meter reading, billing & collection; energy accounting & auditing; MIS, Redressal of consumer grievances and establishment of IT enabled consumer service centres etc. Part B: It covers renovation, modernization and strengthening of 33/11 kv level Substations, Transformers, Re-conductoring of lines at 11kV level and below, Load Bifurcation, Feeder segregation, Load Balancing, Aerial Bunched Conductoring in thickly populated areas, HVDS, installation of capacitor banks and mobile service centers etc. In exceptional cases, where sub-transmission system is weak, strengthening at 33 kv levels may also be considered. Page 77 of 83

140 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Status of R-APDRP in Kota Details of planned capital work under R-APDRP Part-B in Kota city are as mentioned below: Summary of Project Cost of R-APDRP Part-B Sl. Particular Project Cost (Rs. Lac) A11 11 kv Line : Reconductoring/Augmentation A12 3, kv Line : Installation of automated RMUs alongwith aux power supply to operate sw/breaker - * 1, A13 11 kv Line :- Installation of remote communicable FPIs ( O/C,E/F)* kv Line : Installation of remote switchable breakers alongwith aux power A14 supply to operate sw/breaker * A15 11 KV Bay Extension A16 Renovation & Modernisation of 33/11 kv SS A17 Installation of Distribution Transformer A18 Capacity enhancement of LT sub-station A19 Installation of remote operable switches for breaker/switches operation for Distribution Transformer along with aux power supply to operate sw/breaker * A20 LT Line : New Feeder/ Feeder Bifurcation A21 LT Line : Augmentation , A22 Capacitor Bank A23 Installation of remote operable switches for breaker/switches operation for cap bank alongwith aux power supply to operate sw/breaker * - - A24 Aerial Bunched Cables B HVDS - C D E Metering Mobile Service Centre Others 7, Grand Total 24, Page 78 of 83

141 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for R-APDRP Part-B is for strengthening of distribution Network of town area. The execution of work under R-APDRP is under process. The status is given in the following table: - Sl. Scope of Work Name of the Contractor Contract Period Total Contract Value (Rs. Cr.) % work completed Source of Funding 1 R-APDRP(B)- System Strengthening work M/s SMS Limited 38 LOT-I/ 2282/ year (from FY to FY 13-14) 62% GoI/Ministry of Power 2 R-APDRP(B)- System Strengthening work M/s Bajaj Electrical Limited 38 LOT-II/ 2283/ year (from FY to FY 13-14) 63% GoI/Ministry of Power 3 R-APDRP(B)- System Strengthening work M/s SMS Limited 38 LOT-III/ 2284/ year (from FY to FY 13-14) 52% GoI/Ministry of Power 4 R-APDRP(B)- System Strengthening work M/s Bajaj Electrical Limited 38 LOT-IV/ 2285/ year (from FY to FY 13-14) 63% GoI/Ministry of Power 5 R-APDRP(B)- System Strengthening work M/s Oriental Sales Limited 38 LOT-V/ 2286/ year (from FY to FY 13-14) 63% GoI/Ministry of Power 6 SCADA Compatibility in Kota M/s India Commercial, Jaipur 276/4214/ year (from FY to FY 15-16) 0% GoI/Ministry of Power Page 79 of 83

142 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 9: Order on RERC approved depreciation rate Page 80 of 83

143 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Page 81 of 83

144 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 10: Detailed report on audited Average Billing Rate Page 82 of 83

145 Distribution Franchisee Agreement (DFA) for Appointment of Input plus Investment based Distribution Franchisee for Distribution of Electricity in Area DFA for Annexure 11: List of open access consumers Sl No Name of the Open Access Consumers Voltage level Dedicated feeder (Y/N) Contracted Demand A/C No 1 Multimetals Limited 11 KV Y 4100 KVA DCM Sriram Limited 132 KV y KVA Sriram Rayons Limited 33 KV Y 5000 KVA Industrial Tube Manufacturing Limited 33 KV Y 2500 KVA Page 83 of 83

146 Energy & Utilities Final Report Jaipur Vidyut Vitran Nigam Limited (JVVNL) Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y October 2015

147 To, Shri K.L. Gupta, Officer on Special Duty (ATR) Jaipur Vidyut Vitran Nigam Limited (JVVNL) Vidyut Bhawan, Jyoti Nagar Jaipur-5 6 October 2015 Reference: Work Order vide Ref No. JPD/OSD (Rev.)/Rev-II/F.703/D.2418 dated 23 July 2015 and its subsequent amendment vide Ref No. JPD/OSD (Rev.)/Rev-II/F.703/D.2458 dated 29 July 2015 Dear Sir, Subject: Submission of Final Report for the under the assignment Independent Review of Energy Audit methodology for selected Distribution Franchisee towns of Kota & Bharatpur for the F.Y This is with reference to our assignment as mentioned in the subject awarded to us via your office as mentioned in Reference above. At the onset, we appreciate the support, in terms of data and timely inputs, provided to us for the completion of the same. The reports for Kota city has been prepared based on the base data for FY , which was required for analysis under this assignment, and has been duly taken from JVVNL. Our conclusions are based on completeness and accuracy of stated facts in the report; which if not entirely complete or accurate, should be communicated to us immediately; as such inaccuracy or incompleteness could have impact on the conclusions. We have taken all reasonable steps to ensure that the information contained in the reports has been obtained from reliable sources and the submitted reports are in accordance to the information provided as well the approach and assumption and considered by us while reviewing the specific parameters required as per the scope of work. Broadly, there were five key areas in this assignment where we provided the support. The five key areas and our broad approach has been mentioned below for your reference: 1. Independent assessment of input energy (Mar 14 Feb 15) being injected in FY : The focus of this phase was to conduct an independent assessment study for ascertaining the net energy input in Kota city area in FY Preliminary data for the same was collected from Discom. We conducted field visits for collecting MRI data for all the feeder meters to verify the log book records with meter information. At some places MRI data was not available, such exceptions and appropriate treatment has been duly mentioned in the reports. Then, log book records maintained at substation were compared with meter records as captured by MRI based meter readings. A deviation factor was calculated based on this comparison and the same was applied on log book data to compute the input energy. 2. Computation of variation in energy billed based on review of methodology of Energy billed and from the MIS reported, if any: The information pertaining to energy billed (MIS billing records and input advices) have been collected from the Discom. The energy billed broadly consisted of two parts, (a) energy sales corresponding to billing records for metered & unmetered consumer categories, (b) adjustments in energy sales as per the input advices being sent to billing agencies by subdivisions. The input advices comprises of (i) sundry reports (CB-4, CB-12, CB-15) and (ii) MS-14 reports. The focus of this phase was to assess the correctness of adjustments in energy sales done by subdivisions. For this, we visited the concerned subdivisions and analysed the entries under input advices with the subdivision records. The entries under the input advices were very large in number, thus a reasonable sample size (>25%), was considered for obtaining a high confidence level and for timely completion of the assignment. Based on our assessment of the input advices, we derived the correction factors for adjustments under energy sales. The correction factor as assessed for adjustments under the energy sales was suitably applied to obtain the revised adjustments under energy sales. The same were added to energy sales corresponding to the billing record to obtain category wise energy sales for. PricewaterhouseCoopers Private Limited, Building No. 10, 17th Floor, Tower C, DLF Cyber City, Gurgaon T: +91(124) , F: +91(124) , CIN: U74140WB1983PTC Registered Office: Plot No. Y-14, Block EP, Sector V, Salt Lake, Kolkata

148 3. Review of Methodology for ABR and computation of variation from MIS, if any: The ABR has been computed using the revenue billed divided by energy sales. The revenue billed and energy sales broadly consisted of two parts, (a) revenue billed and energy sales corresponding to billing records for metered & unmetered consumer categories, (b) adjustments in revenue billed & energy sales as per the input advices. As mentioned above, for reviewing its methodology, we visited the subdivisions to assess the corrections in adjustments in revenue billed & energy sales done by subdivisions. The correction factors were suitably applied for deriving the adjustments under revenue billed and energy sales and subsequently overall consumer category wise revenue billed. Using the derived values, ABR has been assessed and provided in the reports. During the assessment of entries under sundry reports, we observed certain anomalies pertaining to misallocation of sundry entries under different consumer categories and adjustment codes. It is pertinent to mention that such misallocations may not have impacted the overall ABR but would have impacted the computation of consumer category wise ABRs. Meanwhile, on the basis of sample entries checked and analysed, we have tried our best to correct and adjust such misallocations while computing the energy sales and revenues. 4. Assessment of Distribution Losses on basis of the above: Using the derived values for input energy and energy sales, the distribution losses were assessed and have been provided in the reports. 5. Review of collection efficiency and outstanding dues for FY : The information pertaining to revenue realization and outstanding dues was collected from Discom. Collection efficiency in the reports has been shown along with arrears as the Discom does not have a system to record age wise arrears. Further, to cross verify the realization values, we enquired from the Utility regarding the remittance in bank of the revenue collection pertaining specifically to the Nigam Dues as provided in the MIS. The Utility informed us that the component wise segregation of revenue remitted to Bank is not available; the remittance in Bank is a collective figure which includes all the revenue components including subsidy, adjustments, nigam dues and other dues including electricity duty, urban cess, etc. They also informed us that such bifurcation is only possible at a circle level and is also not available at the city level. Thus we have only vetted the revenue realization as per the information (provided to us by the Discom) available pertaining to. As mentioned above, there have been several instances where we used suitable assumptions and appropriate sample sizes for computing the deviation factors and correction factors for assessing values pertaining to input energy, energy sales and revenue billed. Further, values pertaining to revenue realization and outstanding dues could not be validated as mentioned above and were taken from Discom. In the entire exercise during our conduct of this assignment, we have taken all reasonable steps to reach to an appropriate confidence level while presenting the conclusions. Please feel free to get back to us in case of any clarification. Yours Sincerely, Sambitosh Mohapatra Partner PricewaterhouseCoopers Private Limited Building No. 10, Tower - C, 17th Floor, DLF Cyber City, Gurgaon sambitosh.mohapatra@in.pwc.com Telephone (Direct): +91 (124)

149 Table of Contents Final Report Disclaimer This report has been prepared based on the information provided by JVVNL. The base data for FY , which was required for analysis under this assignment, has been taken from the Discom. Our conclusions are based on the completeness and accuracy of the stated facts in the report; which if not entirely complete or accurate, should be communicated to us immediately, as the inaccuracy or incompleteness could have a material impact on our conclusions. We have taken all reasonable steps to ensure that the information contained herein has been obtained from reliable sources and that this report is accurate and authoritative in all respects. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 4

150 Table of Contents Final Report Acronyms Acronym Meaning ABR Average Billing Revenue Agri Agriculture ARO Assistant Revenue Officer CAO Chief Accounts Officer CB Computerized Billing Input Advise Format CC&AR Consumer Charges and Allowances Register Discom Distribution Company DPS Delayed Payment Surcharge DT Distribution Transformer ED Electricity Duty FY Financial Year JVVNL Jaipur Vidyut Vitran Nigam Limited KW Kilowatt kwh Kilowatt Hour M&P Metering and Protection MIS Management Information System MS Manual Billing Input Advice Format MU Million Units O&M Operations and Maintenance PwC PricewaterhouseCoopers Pvt Limited RERC Rajasthan Electricity Regulatory Commission SDO Sub Divisional Offices TCOS-2004 Terms and Conditions of Supply U/R/T Urban/Rural/Total UC Urban Cess VCR Vigilance Commission s Report WCC Water Conservation Cess Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 5

151 Table of Contents Final Report Table of contents Disclaimer 4 Acronyms 5 1. Background Introduction Objective of the Study 8 2. Independent assessment of Input Energy Approach followed for the independent assessment of Input Energy Step I: Project kick off and preliminary data collection Step II: Collection and compilation of feeder (input point) energy records as per field records Step III: Verification of energy records (log book) with meter records Step IV: Treatment of variation (field records vis a vis meter records) Step V: Assessment of input energy Computation of input energy for Kota city Preliminary data collection and field validation Collection and compilation of feeder (input point) energy records as per field records Verification of energy records (log book) with meter records and treatment of variation Summary of observations and treatment to be applied for assessment of input energy Deviation factor Correction factor adjustment Assessment of input energy Independent review of methodology for Energy Sales and Revenue Billed Approach followed for the independent review of methodology for revenue billed and energy sales Step I: Data Collection from various sources Step II: Segregation and segmentation of the data Step III: Conduct of field visits for subdivision audits for assessing corrections under input advices Step IV: Computation of Net Revenue Billed and Energy Sales Assessment of Net Revenue Billed and Energy Sales Distribution Losses, Average Billing and Revenue Realization for Computation of Distribution Losses, ABR, Revenue Realization and Outstanding Arrears Losses and Average Billing and Revenue Realization for considered for Distribution Franchisee 40 Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 6

152 Table of Contents Final Report Category wise Unit Sales for Category wise Revenue Billed and Collected (Rs. Cr.) for Category wise Outstanding Arrear (Rs. Cr.) upto March 14 and March 15 for 43 Appendices 44 I. Sign-off Letters on Input & Cross-over Points 44 II. Energy Injected in from 220/132/33 KV GSS Sakatpura as per log sheet 54 III. Energy injected in from 220/33/11 KV GSS Industrial Area as per log sheets 55 IV. Energy Injected in from 132/33/11 KV Mahaveer Nagar as per log sheets 56 V. Energy injected in from 132/33/11 KV GSS Gopal Mills as per log sheets 58 VI. Energy Injected in from 220/132/33 KV GSS Sakatpura 59 VII. Energy Injected in from 220/33/11 KV GSS Industrial Area 60 VIII. Energy Injected in from 132/33/11 KV GSS Mahaveer Nagar 62 IX. Energy Injected in from 132/33/11 KV GSS Gopal Mills 64 X. Kota Site Sign-off 65 XI. Subdivision wise adjustments for Energy Sales and Revenue Assessment 66 Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 7

153 Computation of Input Energy for Final Report 1. Background 1.1. Introduction Kota is a city located in the southwest of Rajasthan. It is located around 250 kms south of the state capital Jaipur, situated on the banks of Chambal River. It is 47th most populous city of India and 3rd most populous city of Rajasthan after Jaipur & Jodhpur. It serves as the administrative headquarters for District Kota. Kota has a total population of ~20 Lakhs. The population of Kota is being supplied by Kota Electrical Circle of electricity distribution company Jaipur Vidyut Vitaran Nigam Limited (JVVNL). The city division is divided into two areas namely City Division I and City Division II. Kota Electricity Circle is further divided in to eleven electricity divisions. These divisions are further divided into subdivisions to manage distribution and retail operations in the area. Presently there are 11 subdivisions in Kota City but in FY there were only 10 subdivisions, thus this study includes assessment under 10 subdivisions only Objective of the Study JVVNL intends to appoint distribution franchisee in area which is majorly being catered by the Electricity Division of Kota under Kota Electrical Circle. In view of this initiative, JVVNL intends to conduct following activities: Independent assessment of input energy being injected in the Kota city in FY (March 2014 to April 2015) Computation of variation in energy billed based on review of methodology of energy billed and from the MIS reported, if any Assessment of Distribution Losses on basis of the above Review of Methodology for Energy billed & ABR and computation of variation from MIS, if any Review of collection efficiency and outstanding dues for FY For conducting the above mentioned activities, JVVNL awarded the study to PwC. For conducting this study, PwC conducted field visits across various substations and subdivisions in the Kota city area. The two broader tasks under this study were (1) Independent assessment of Input Energy and (2) Independent review of methodology of Energy Sales & Revenue Billed, further leading to the assessment of Distribution Losses and Average Billing Revenue (ABR). This report, under its subsequent sections, presents the approach followed for completion of aforementioned activities along with the results of the study. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 8

154 Computation of Input Energy for Final Report 2. Independent assessment of Input Energy 2.1. Approach followed for the independent assessment of Input Energy The focus of this phase of the assignment was to conduct an independent assessment study for ascertaining the net energy input in Kota city area in FY It is pertinent to mention here that as per the consumer billing practices followed in Rajasthan, the energy injected in a month X is being billed in month X+1. Thus, it may be inferred that the energy billing/sales which has happened in the month of April 2014 is based on the energy injected in the month of March Similarly, the energy billing/sales for the month of March 2015 is based upon energy injected in the month of February Therefore, to assess the distribution loss levels for FY 15, independent input energy assessment study is being done for a period of March 2014 to February The approach followed for Independent Assessment of Input Energy is as below - Step I Project kick off and prelimnary data collection Step II Collection and compilation of feeder energy records as per field records Step III Collection of energy injected data from meter records Step IV Treatment of variation (field records vis a vis meter records) Step V Assessment of input energy The key activities conducted in each of these steps are summarized as follows: Step I: Project kick off and preliminary data collection The project started-off on July 29, 2015 with kick off meeting between JVVNL officials, its consultant & PwC for appointment of Distribution Franchisee. Following aspects were discussed during the project kick off meeting - Broad level approach for independent assessment of the input energy. Understanding of network configuration/topology in Kota and collection of preliminary data. The following network attribute details were collected Details of 220/132/33/11 KV points(feeders) catering to Kota city Details of EHV substations from where these points/feeders are originating Details of 33 KV and 11 KV cross over points exporting electricity outside Kota city area Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 9

155 Computation of Input Energy for Final Report Details of open access consumers existing in Kota city and billing information of such consumers for FY Energy injected by JVVNL in Kota as per their records Based on the discussions and preliminary data provided, we initiated the assignment at Kota. As a first step, the preliminary information collected from head office was validated at Kota circle office. In case of any deviations between the information provided and actual network infrastructure existing at Kota, circle office information of actual infrastructure has been considered for conducting the study Step II: Collection and compilation of feeder (input point) energy records as per field records The specific approach and key activities carried out in this step are: Collection of energy injection data in the input points (feeders) from March 2014 to July The same has been collected from the log book/joint meter reading records maintained at the EHV substation. No log book specific record of boundary meter reading could be provided. Therefore, MRI reading of boundary meters were taken to assess the energy exported for three out of four boundary points in Kota. For the fourth boundary point, the MRI data could not be captured. A standard energy export ratio was collected for the same from Kota M&P office. A ratio of energy injected in the network of Kota city and energy sent out from the network has been calculated for the period for which MRI data was available. The total energy sent out for the previous months (for which MRI reading of boundary meter is not available) has been calculated assuming same ratio Step III: Verification of energy records (log book) with meter records Subsequently, MRI data has been collected for all the feeder meters to verify the log book records with meter information. It is pertinent to mention here that - Despite of repetitive efforts, MRI reading of all the meters could not be captured due to software related issues. Input points for which MRI reading could not be captured are: Industrial Area GSS 11 KV O/G 14 Industrial Area GSS 11 KV O/G 16 Industrial Area GSS 132 KV SFC Mahaveer Nagar GSS 33 KV O/G 7 Mahaveer Nagar GSS 11 KV O/G 2 Sakatpura 11 KV I/C-1 Also, the energy meters installed on input points were primarily of 3 companies, LnT meters captured data from Aug/Sep 14 to Feb 15 Genus meters captured data for Jul/Aug 15 Secure Meters captured data from Jul 15 to Sep 14 Hence, vetting of energy has been done on case to case basis for each type of meter. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 10

156 Computation of Input Energy for Final Report Step IV: Treatment of variation (field records vis a vis meter records) In this phase, log book records maintained at substation were compared with meter records as captured by MRI based meter readings. A deviation factor has been calculated for input energy based on monthly MRI data available for each feeder (input point) and as per the log book. In certain cases, wherein the MRI data has not been arranged, calculation of deviation factor has not been carried out. The following scenarios have been created to calculate the deviation factor for each feeder. Table 1: Deviation Factor Calculation Scenario (A) Log book data (B) MRI Data (C) Energy injection through bus coupler (D) Benchmark energy (E) Deviation Factor (DF) I E= C+D DF=(E-B)/B II X E = C III X E=B* IV X X E=B It is pertinent to mention here that as per the practices being followed in O&M function, there are instances wherein the energy has been supplied to a particular feeder through bus coupler for short period of time to conduct maintenance related activities. Such energy injected has not been captured in the energy meter of the feeder, however, has been captured in the energy meter installed on the bus coupler and was manually adjusted in the monthly log books. After calculation of deviation factor, the following cases are applicable, Exception I: In case MRI based meter reading is not available, the energy injected information/data as per the log book has been considered Exception II: Deviation less than.5% has been ignored considering the time stamp variation between MRI reading and log-sheet reading.. MRI readings have been considered when the readings are available. Exception III: Deviations of more than.5% have been dealt on case to case basis with the field officials at Kota office. The specific treatment agreed with the field incharge is mentioned in report while discussing such feeder level variation. MRI reading of energy meters installed at cross over points have also been corrected to ascertain the energy exported from Kota city Step V: Assessment of input energy The input energy has been assessed based on the MRI data wherever available and in case MRI data is not available, log sheet data has been considered after applying suitable deviation factor as discussed in aforementioned section. Further, a correction factor has been calculated for entire city/area based on incomer feeder and outgoing feeder energy records. The subsequent sub-sections details out the exercise carried out to assess the input energy of Kota based on the approach discussed. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 11

157 Computation of Input Energy for Final Report 2.2. Computation of input energy for Kota city Preliminary data collection and field validation As per the verified records, Kota city is being fed by 18 nos. of 33 KV and 25 nos. of 11 KV input points through 4 substations. The details of these substations and feeders are tabulated below: Table 2: Input Points to S.No Name of the GSS Transformer No & Capacity 132/33KV Tr-1 (20/25MVA) 132/33KV Tr-2 (20/25MVA) Voltage Name of the Feeders 220/132/ KV O/G-2 KV GSS Sakatpura 132/11KV 11KV (6.5MVA) Feeding to 33/11 KV SS / Area 33KV 33KV I/C-1 Sakatpura, Kunhadi, Nayapura, MBS 33KV 5. 11KV O/G-4 Sakatpura, Kunhadi, Ganeshpal, RS 33KV I/C-2 Nagar 11KV O/G-3 - Retwali, Afeem Godam, Sabarmati colony, Maukhapada, Catholic road Tipta, Dadavilas, Patanpol, Bhatighat, Bambola Mandir, Santoshimata ki gali, Chandra chata, Umar colony, Chashme ki Bawli, Batapada harjan basti, Shivdas ki gali KV O/G-2 Ind, Estate, Borkheda, Junction /33KV Tr-1 City Mall, E-Complex, Dadabari, 33KV 33KV O/G-8 (40/45MVA) Rajeev Gandhi Nagar 8. 33KV O/G -7 Affordable Housing, Prem Nagar /33KV Tr-2 (16/20 MVA) 33KV 33KV O/G-6 Borkheda, MBS /33KV Tr-3 33KV O/G-4 IPIA, RIMDC 33KV 11. (16/20 MVA) 33KV O/G-5 RIMDC KV O/G-1 Industrial area KV O/G-2 Gobariya Bawadi, Patrakaar colony 132/11KV Tr KV 11KV O/G-3 Prem Nagar (32MVA) KV O/G-6 Deoli Arab road, Raipura, Thekara road 220/33/11K 16. V GSS 11KV O/G-7 Sanjay Nagar, Stadium 17. Industrial 11KV O/G-9 Prem Nagar 18. Area 11KV O/G-12 Kansua, JK colony KV O/G-13 Multimetals IL factory, IPIA road no 1, Loha /11KV Tr-2 11KV O/G-14 11KV complex (16/20MVA) Govind Nagar, Prem Nagar, Industrial KV O/G-15 area KV O/G-16 Vigyaan Nagar vistaar yojna, Ganesh Nagar, Puliya Basti KV O/G-1 Talwandi KV O/G-3 B.Vihar, Dadabari /33KV Tr-1 33KV O/G-7 Water Works (PHED) 33KV 26. (20/25MVA) 33KV O/G-8 I.Vihar KV O/G-9 Partial rural. Metering done at RK puram S/s /33KV Tr-2 33KV O/G-4 B.Vihar, Dadabari 33KV 29. (40/45MVA) 33KV O/G-5 IPIA Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 12

158 Computation of Input Energy for Final Report S.No. Name of the GSS Transformer No & Capacity Voltage Name of the Feeders Feeding to 33/11 KV SS / Area KV O/G-1 Narcotics colony, Hariom Nagar, Rang Badi yojna sec-4 & 5, Rang Badi KV O/G-2 Keshav Pura sec /33/11K 11KV O/G-3 Ambedkar Nagar, Rang Badi Vistaar yojna sec-1 & 2, Mahaveer Nagar sec-6 V GSS & 7. Mahaveer 33/11KV Tr-1, Tr- 11KV Teachers colony, Keshav Pura sec-4, 33. Nagar 2, Tr-3 (5MVA) 11KV O/G-4 Meera mkt KV O/G-5 Mahaveer Nagar KV O/G-6 Transport Nagar, Krisna Nagar, Vishvkarma Nagar KV O/G-7 Rang Badi yojna sec-1 & 2, Mahaveer Nagar- 2, Parizaad Colony KV 33KV O/G-JN Junction 132/33KV Tr-1 & 33KV O/G (20/25MVA) 33KV Nayapura,MBS Nayapura KV 33KV O/G- Railway Railways colony & warehouse 11KV O/G- 40. Sundar Nagar, Poonam colony Borkheda 33/11KV Tr-1 11KV 11KV O/G- (8MVA) 41. Saraswati Area in front of Gopal Mill Sub station 132/33/11K Colony 42. V GSS 11KV O/G-JP JP colony, Samshan road Gopal Mill 33/11KV Tr-2 11KV 43. (8MVA) Dadwara 11KV O/G- Junction Further, there are 4 cross over points in Kota i.e. feeders which exports energy outside city area, the details of such feeders are tabulated below: Table 3: Crossover Points in S. No Name of the Feeder Voltage Name of 33/11 KV S/S 1. Daabi 33KV RK Puram 2. Badgaon 11KV Ganeshpal 3. Girdharpura 11KV Ganeshpal 4. Baleta 11KV Kunhadi In addition, there are two number of open access customers in, These consumers are availing partial open access and are also supplied by JVVNL. The details of these consumers are tabulated below: Table 4: Open Access consumers in Sl. No Name of Consumer Voltage Name of Source Sub-station Feeder 1 DSCL 132 KV Industrial Area SFC + SVC 2 ShriRam Reyons 33 KV Industrial Area 33 KV O/G No. 9 The letter validating the aforementioned information is attached as Appendix A to this report. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 13

159 Computation of Input Energy for Final Report Collection and compilation of feeder (input point) energy records as per field records As stated in aforementioned section, Kota city is being fed from four EHV substations. The configuration and feeder wise energy injected data for March 2014 to February 2015 as collected from the log books of EHV Substations is discussed in subsequent sub sections /132/33 KV GSS Sakatpura 220/132/33 KV GSS Sakatpura has a total transformation capacity of 46.5/56.5 MVA for Kota city. The substation has following 3 transformers supplying power to city area: 132/33 KV Transformer 1-20/25 MVA 132/33 Transformer 2-20/25 MVA 132/11 Transformer 6.5 MVA Figure 1: SLD of 220/132/33 KV GSS Sakatpura The energy injected through these feeders for the period of March 14 to Feb 15 as per log book records into Kota City is captured in Appendix B. There are 3 crossovers points from 220/132/33 KV GSS Sakatpura namely Baleta from 33KV Incomer 1 Girdharpura and Badgaon from 33 KV Incomer 2 The energy exported out from city area from these cross over points is also adjusted in appendix B. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 14

160 Computation of Input Energy for Final Report /33/11 KV GSS Industrial Area The total transformation capacity for catering city area from 220/33/11 KV GSS is 120/137 MVA. The substation has 5 transformers catering to city area and has capacities: 132/33 KV Transformer 1, 40/45 MVA 132/33 KV Transformer 2-16/20 MVA 132/33 KV Transformer 3-16/20 MVA 132/11 KV Transformer 1-32 MVA 132/11 KV Transformer 2-16/20 MVA Figure below shows the substation configuration at 220/33/11 KV Industrial Area Figure 2: SLD of 220/33/11 KV GSS Industrial Area The month wise energy injected through these feeders to city area, as per log book records of 220/33/11 KV GSS Industrial Area, is tabulated in Appendix C. There are two open access consumers being fed from this EHV substation. These consumers are availing partial open access and are also fed by JVVNL. The energy is supplied to these consumers by following dedicated feeders 132 KV DSCL (SFC+SVC) 33 KV O/G No. 9 (Sri Ram Reyons) The energy billed by JVVNL to these open access customers has been considered as input to Kota city. It is pertinent to mention here that sum of 11 KV outgoing feeder 9,12,13,14,15 and 16 was observed to be higher than the energy injected in its 11 KV incomer feeder (11 KV I/C 2). The detailed analysis of the trend of energy flow through the incomer is observed to be stable barring one month (Aug '14), which does not throw-up any understandable reason for deviation. Hence, even while calculating energy input from this circuit energy records Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 15

161 Computation of Input Energy for Final Report of 11 KV I/C 2 has been considered in place of 11 KV outgoing feeder 9,12,13,14,15 and 16. Further, due to this variation, the energy injected in 11 KV I/C 2 and energy sent out from 11 O/G feeder 9,12,13,14,15 and 16 are kept out of consideration while calculating correction factor /33/11 KV GSS Mahaveer Nagar The total transformation capacity of 132/33/11 KV GSS Mahaveer Nagar is 75/85 MVA. The EHV substation has 3 transformers with following capacities: 132/33 KV Transformer 1 20/25 MVA 132/33 KV Transformer 2 40/45 MVA 33/11 KV Transformer 1, 2 and 3-5 MVA Figure 3: SLD for 132/33/11 KV GSS Mahaveer Nagar Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 16

162 Computation of Input Energy for Final Report The monthly energy injected into the city by the feeders originating from Mahaveer Nagar GSS is attached as Appendix D. Further, there is one crossover point called Daabi from 33 KV O/G 9, the energy supplied to city shall be calculated by deducting the energy supplied to rural customers after Daabi from 33KV O/G /33/11 KV GSS Gopal Mills 132/33/11 KV GSS Gopal Mills has a total transformation capacity of 56/66 MVA. The transformers are of the capacity: 132/33 KV Transformer 1-20/25 MVA 132/33 KV Transformer 2-20/25 MVA 33/11 KV Transformer 1 8 MVA 33/11 KV Transformer 1 8 MVA Figure 4: SLD for 132/33/11 KV GSS Gopal Mills The monthly energy injected through the city feeders from Gopal Mills GSS as per log sheet is attached as Appendix E to the report. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 17

163 Computation of Input Energy for Final Report 132/33/11 KV GSS at Moti Jheel has a total transformation capacity of 60 MVA. This substation has 3 nos. of power transformers as mentioned below: 132/33 KV Transformer I 25 MVA 132/33 KV Transformer II 25 MVA 132/11 KV Transformer III 10 MVA The substation configuration is provided in the following diagram: The month wise feeder wise energy injected in city feeders (As per log book) as discussed in section is enclosed as Appendix II. Further, the energy exported from Kota as per step II of the approach (section 2.1.2) is also being captured here. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 18

164 Computation of Input Energy for Final Report Verification of energy records (log book) with meter records and treatment of variation To facilitate the verification of data collected from log sheets at EHV substations, the team collected MRI readings for all the input points to Kota city. A deviation factor and subsequent treatment/consideration of deviation factor for each feeder has been defined as per the principles discussed in the approach section. This feeder specific deviation factor has been applied uniformly on energy injected data of all months of billing year The feeder wise analysis and deviation factor is discussed in following sub sections /132/33 KV GSS Sakatpura The results for the comparison of log-sheet data Vis-a Vis MRI data for city feeders are as follows: Table 5: MRI data vis-a-vis log sheet data for Sakatpura GSS Sl. No. Name of Feeder 1. 33KV I/C KV I/C KV I/C1 -> 11 KV O/G2,3,4* Months Sep 14- Feb 15 Energy Injected (Log Book) LU Energy Injected Benchmark Energy (MRI data + energy supplied through BC) LU Deviation Factor Treatment % Deviation is less than.5%, % so no DF has been applied. MRI Data not Captured * 11KV incomer from Sakatpura GSS which divides into three 11 KV O/G- 2,3 and 4 which supply to. Log sheet data for 11 KV O/G 2,3 and 4 is not maintained at GSS. For verification, the MRI s for 11 KV O/G feeders 2,3 and 4 were taken and their sum came out to be equal to 11 KV Incomer log sheet data. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 19

165 Computation of Input Energy for Final Report /33/11 KV GSS Industrial Area The comparison of log-sheet data with MRI data for 220/33/11 KV GSS Industrial area is tabulated below: Table 6: MRI data vis-a-vis Log sheet data for Industrial Area GSS Sl. No. Name of Feeder KV SFC KV O/G SVC 3. 33KV O/G KV O/G KV O/G-9 Months Oct14- Feb 15 Aug 14- Feb 15 Aug 14- Feb KV O/G-6 Aug 14- Feb KV Aug 14- O/G-4 Feb KV Sep 14- O/G-5 Feb KV O/G KV O/G- Aug 14-1 Feb KV O/G- Sep 14-2 Feb KV O/G- Aug 14-3 Feb KV O/G- 6 Sep 14- Energy Injected (Log Book) LU Energy Injected Benchmark Energy (MRI data + energy supplied through BC) LU MRI not Captured Deviation Factor* Treatment % Deviation is less than.5%, so no DF has been applied % % % CT Ratio initially for the feeder was initially 120/5 which was changed in Feb 15 to 240/5. After incorporating the change in CT set, all the deviations were addressed. Hence, no DF applicable % Deviation is less than.5%, so no % DF has been applied % % % % % % Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 20

166 Computation of Input Energy for Final Report Sl. No. Name of Feeder KV O/G KV O/G KV O/G KV O/G KV O/G KV O/G KV O/G -16 Months Energy Injected (Log Book) LU Energy Injected Benchmark Energy (MRI data + energy supplied through BC) LU Deviation Factor* Feb % Aug 14- Feb 15 Sep 14- Feb 15 Aug 14- Feb 15 *The deviations have been calculated after adjusting the Bus Coupler treatment % % % MRI not captured Treatment % Deviation is less than.5%, so no DF has been applied. MRI not captured Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 21

167 Computation of Input Energy for Final Report /33/11 KV GSS Mahaveer Nagar The table below shows the comparison of Log-sheet data w.r.t. MRI data for city feeders at 132/33/11 KV GSS Mahaveer Nagar. Table 7: MRI data vis-a-vis Log sheet data for Mahaveer Nagar GSS Sl. No. Name of Feeder Months 1. 33KV O/G-1 Aug 14- Feb KV O/G-3 Sep 14- Feb 15 Energy Injected (Log Book) LU Energy Injected Benchmark Energy (MRI data + energy supplied through BC) LU 3. 33KV O/G-7 MRI not captured Deviation Factor Treatment % Deviation is less than.5%, so no DF has been applied % CT Ratio for the feeder was initially 240/5 which changed in Feb 15 to 500/5. After incorporating the change in CT ratio, all the deviations were addressed. Hence, no DF applicable 4. 33KV O/G-8 Aug 14- Feb KV O/G-9 Aug 14- Feb KV O/G-4 Aug 14- Feb % Deviation is less than.5%, so no DF has been applied % Deviation is less than.5%, so no DF has been applied % CT Ratio initially for the feeder was initially 240/5 which was changed in Feb 15 to 500/5. After incorporating the change in CT set, all the deviations were addressed. Hence, no DF Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 22

168 Computation of Input Energy for Final Report Sl. No. Name of Feeder Months Energy Injected (Log Book) LU Energy Injected Benchmark Energy (MRI data + energy supplied through BC) LU Deviation Factor Treatment applicable 7. 33KV O/G-5 Sep 14- Feb % Deviation is less than.5%, so no DF has been applied KV O/G-1 Sep 14- Feb % The deviation was not addressed as there was no deviation in later months i.e. (Feb 15- Aug 15). MRI considered for calculation 9. 11KV O/G-2 MRI not captured KV O/G-3 July % The MRI readings were KV O/G % captured on 31 st July 15 noon, KV O/G % and the log sheet captures KV O/G % data for complete KV O/G % days, hence there is a deviation. Log sheet data shall be considered Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 23

169 Computation of Input Energy for Final Report /33/11 KV GSS Gopal Mills The table below shows the comparison of MRI data with log sheet data for 132/33/11 KV GSS Gopal Mills, Table 8: MRI data vis-a-vis Log sheet data for Gopal Mills GSS S. No. Name of Feeder 5. 11KV O/G- Borkheda 6. 11KV O/G- Saraswati Colony 7. 11KV O/G- JP 8. 11KV O/G- Junction Months 1. 33KV O/G- JN 2. 33KV O/G- Nayapura 3. 33KV O/G- Railway 4. 33KV O/G - Gopal Mills Sep 14- Feb 15 Aug 14- Feb 15 Aug 14- Feb 15 Aug 14- Feb 15 Energy Injected (Log Book) LU Energy Injected Benchmark Energy (MRI data + energy supplied through BC) LU Deviation Factor Treatment % Deviation is less than.5%, % so no DF has been applied % % Deviation is less than.5%, so no DF has been applied. July % The MRI readings were % % captured on 31 st July 15 noon, and the log sheet captures data for complete 31 days, hence there is a deviation. Log sheet data shall be considered August % Deviation is less than.5%, so no DF has been applied. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 24

170 Computation of Input Energy for Final Report 2.3. Summary of observations and treatment to be applied for assessment of input energy The key observations and applicable treatments to such observations to be applied to assess input energy of Kota city are discussed as follows: Deviation factor As discussed in section 3.3, the feeder wiser energy input data as per logbook and as per MRI based reading is observed to be within a variation range of 0 to 0.5%. Thus no deviation factor has been applied on energy input data of any of the feeder/input point Correction factor adjustment It has been observed that there is a deviation/variation in energy recorded in incomer feeders (33 KV or 11 KV) and outgoing feeders (33 KV or 11 KV) at same substation. On detailed analysis, it has been found that this variation is on account of different accuracy class of protection equipments/meters installed. The accuracy class of protection equipments/meters installed on incomer feeders is higher as compared to the one installed on outgoing feeders. The same may be observed from the following data: Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 25

171 Computation of Input Energy for Final Report 220/33/11 KV GSS Industrial Area Energy Recorded in Incomer Feeder Months 33 KV I/C 1 33 KV I/C 2 33 KV I/C 3 11 KV I/C 1 33 KV Aux. 11 KV Aux. Net Energy Injection Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 26

172 Final Report Energy recorded in Outgoing Feeder (1/2) Months 33 KV O/G 1 33 KV O/G 2 33 KV O/G 3 33 KV O/G 7 33 KV O/G 8 33 KV O/G 9 33 KV O/G 6 33 KV O/G 4 33 KV O/G 5 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 27

173 Final Report Months 11 KV O/G 1 11 KV O/G 2 11 KV O/G 3 11 KV O/G 5 Energy recorded in Outgoing Feeder (2/2) 11 KV O/G 6 11 KV O/G 7 Total Difference (Total Incomer - Total Outgoer) Difference % w.r.t. Incomer Data Mar % Apr % May % Jun (3.60) -1.07% Jul % Aug % Sep % Oct (11.46) -3.49% Nov % Dec % Jan % Feb % Annual 3, % Sum * 11 KV Incomer 2 has not been considered for calculation of correction factor since the sum of energy exported from 11 KV Outgoing feeders (11 KV O/G 9,12, 13, 14,15 and 16) originating from this incomer, was exceeding the value for input energy at incomer. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 28

174 Final Report 132/33/11 KV GSS Mahaveer Nagar Energy recorded in Incomer Feeder Energy recorded in Outgoer Feeder (1/2) Months 33 KV I/C 1 33 KV I/C 2 Aux. Consumption Net Energy Injection 33 KV O/G No.1 33 KV O/G No.3 33 KV O/G No.7 33 KV O/G No.8 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum 4, KV O/G No.9 33 KV O/G No.4 33 KV O/G No.5 33 KV O/G No.6 Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 29

175 Final Report Months 11KV O/G No.1 11KV O/G No.2 11 KV O/G No.3 11 KV O/G No.4 Energy recorded in Outgoing Feeder (2/2) 11KV O/G No.5 11 KV O/G No.6 11KV O/G No.7 33 KV BC 11 KV BC Total Difference (Total Incomer - Total Outgoer) Differenc e % w.r.t Incomer Mar % Apr % May % Jun % Jul % Aug % Sep (1.19) -0.28% Oct % Nov % Dec % Jan % Feb % Annual 4, % Sum Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 30

176 Final Report 132/33/11 KV GSS Gopal Mills Months 33 KV I/C 1 Energy recorded in Incomer Feeder Energy recorded in Outgoer Feeder (1/2) 33 KV I/C 2 (Import) 33 KV I/C 2 (Export) 33 KV Chambal Power (Import) Aux. Consumption Net Energy Injection 33kV Nayapura 33kV Junction Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum 2, * Auxilliary meter was faulty for March 14 and April 14 and hence threw up reading as zero. Therefore, average value has been taken for the two missing months. 33kV Railways Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 31

177 Final Report Months 33kV K. Patan 33kV K. Takya 33kV Gopal Mill Energy recorded in Outgoer Feeder (2/2) 33kV Chambal Export 33 KV BC 11 KV BC Total Difference (Total Incomer - Total Outgoer) Difference % w.r.t Incomer Mar (0.05) -0.04% Apr % May (0.31) -0.15% Jun (4.03) % Jul % Aug % Sep % Oct (0.06) % Nov % Dec % Jan % Feb % Annual Sum 2, % The overall correction factor for is calculated as follows: Name of GSS Energy recorded in incomer feeders (LU) 220/33/11 KV Industrial Area Energy recorded in outgoing feeders (LU) Difference (incomer outgoing) (LU) % variation % 132/33/11 KV Mahaveer % Nagar 132/33/11 KV GSS Gopal % Mills Total 10, , % Since the assessment of input energy has been done on energy injected data of outgoing feeders, therefore an overall correction factor of 0.73% has been applied on the calculated energy input for assessment of net energy injected in the Kota city. The overall correction factor has been applied month wise to have homogeneity across the months. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 32

178 Final Report 2.4. Assessment of input energy The net energy injected into Kota city for the period of March 14 to Feb 15 as per the methodology discussed in subsection 3.4 after treatment of all crossover points and open access points is: 10, LU. Total Energy Input - Period (Mar '14 - Feb '15) No. GSS Energy Input (LU) Correction Factor Corrected Energy Total Input 1 Sakatpura 2, NA 0 2, Industrial Area % , Mahaveer Nagar 3, % , Gopal Mill % , Total (LU) 10, % , Energy Input (MU) % The substation wise injected energy in is attached as appendix F, G, H and I for Sakatpura, Industrial Area GSS, Mahaveer Nagar and Gopal Mills respectively. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 33

179 Final Report 3. Independent review of methodology for Energy Sales and Revenue Billed 3.1. Approach followed for the independent review of methodology for revenue billed and energy sales The focus of this phase of the assignment was to conduct an independent review of methodology for ascertaining the total energy sales and revenue billed for the Kota city area in FY The approach followed for conducting this phase of study is being descripted below: Step I: Step II: Step III: Step IV: Data collection from various sources Segregation and segmentation of the data for the purpose of review and study Conduct of field visits for subdivision audits for assessing corrections under input advices as per review Step I: Data Collection from various sources Computation of variation in Net Revenue Billed and Energy Sales We collected data from multiple sources under this assignment for reviewing the existing methodology and performing various analysis. The various data sources are being mentioned below for reference: Discom Level {SE (IT) and Billing Agency} Circle Level Input Advices (Sundry Files) MIS 3.1 and 3.2 data sheets Information regarding Subsidy Sub-Division Level Data under CC&AR and VCR MS-14 data sheets Step II: Segregation and segmentation of the data After collecting data from various sources (Discom and Circle level), our first task was data sanitation for subsequent analysis of the same. After sanitation of the data collected, we performed data segregation and segmentation. Information regarding Sales (normal and sundry segregated) and Revenue Billed (normal and sundry segregated) were extracted from MIS 3.1 data sheet. From the same sheet, information regarding ED, WCC, UC and DPS was also extracted. Data from Input Advices (Sundry files) was segregated under various codes and further segmented under various consumer categories. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 34

180 Final Report Step III: Conduct of field visits for subdivision audits for assessing corrections under input advices The corrections have been assessed in input advices at subdivision. The objective under this part of study was to assess the corrections in the input advices at 3 subdivisions under area. The adjusted energy sales and energy billed have been computed using input advices being sent to Billing agencies by subdivisions. The input advices comprises of (i) sundry reports (CB-4, CB-12, CB-15) to accommodate energy sales & revenue adjustments for some consumers on the account of multiple events including electricity theft, unauthorized extension of load, events of meter running slow or fast, meter replacement etc. and (ii) MS-14 reports to accommodate debits or credits to non-consumers (consumers not in billing records and temporary connections). RERC has notified certain norms with regards to assessment of energy in cases of energy sales and revenue adjustments to be done under various cases. Further, the Discoms has also notified various circulars from time to time to propagate the methods for making adjustments in energy and revenue billed under various adjustment codes Assessment of corrections in energy sales and revenue billed Subdivision audits have been conducted at the three urban sub divisions of area for examining the reports pertaining to input advices (MS-14, CB-4, CB-12, and CB-15) and verifying the same against the inputs provided to the billing agencies by these select sub divisions. The subsequent sub-sections detail the analysis performed for each subdivision Data collection from billing agency and subdivisions MIS data sheets (3.1) pertaining to adjustments under energy sales and revenue for the period of April'14 to March'15 had been taken from the Central Billing Agency at Jaipur. The data related to MS-14 was also taken under a separate format. Complete sundry data in soft copies was also received for these subdivisions. Data for the individual CB input advice (CB 4, CB 12 and CB 15) and MS-14 was also sought from the AROs of various subdivisions visited, in cases where the data could not be received from the central billing agency. Data in hard copy, wherever data was not available in soft copy, was also being collected Review of MIS Data The first level validation check, wherever MIS data was available, on data collected was performed by our teams via verifying the total net adjustment (in units) derived from the CB input advice data base with the total net adjustments reported in the MIS data received from the billing agency. The data received in both the sundry advices and MIS reports has been almost equivalent at various subdivisions. Such validation of data was useful in establishing that the CB input advice data base received from the sub division is comprehensive. As a next step, our teams analyzed the CB input advice data base by filtering all the entries on the basis of different adjustment codes. Adjustment codes or Transaction codes are defined in the RERC tariff code to guide the Subdivisional officials to report the sundry entries under various types of transactions. Our teams identified that the following adjustment codes are majorly being used in the sundry reporting by the subdivision officials. Code Description Input advice 1 Assessment on account of theft detected by vigilance/m&p wing CB-4 2 Assessment on account of theft detected by others CB-4 Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 35

181 Final Report Code Description Input advice 3 Assessment on account of average consumption due to meter stopped, defective etc. CB-4 7 Unauthorized extension of connected load CB-4 9 Wrong application of Tariff CB-4 22 Bank collection charges for dishonored cheque CB-4 28 Cost of burnt/damaged meters CB-4 33 Incorrect posting CB Accounting of unposted receipts or suspense receipts due to incorrect account numbers over the stub CB Original amount of dishonored cheque CB Difference of fixed service charges CB Tariff subsidy CB-12 In addition to the sundry reporting, we also analyzed the MS-14 reports. These are the input advices prepared by SDOs to accommodate debits or credits accountable to non-consumers and temporary connections Broad Approach for assessment of corrections in energy sales & revenue billed In order to arrive at adjusted energy sales under CB 4, 12, & 15, our teams analyzed and verified the correctness of the computation of energy assessment and reporting of energy credit/debit under various adjustment codes. The analysis was done in line with the provisions prescribed under RERC regulations, Terms and Conditions of Supply-2004 (TCOS-2004), and other relevant orders/circulars issued by the Discoms. The broad approach adopted for analysis is provided below: Collect Sundry data from Billing Agency Filter all the entries and segregate them as per their respective adjustment code Under all respective codes, separate the debit entries from the credit ones Sort both debit and credit entries on the basis of energy sales and amount Select entries for understanding the computation of energy and revenue debit/credit Verify the correctness in computation and reporting on sample entries Assess the correction factor separately for credit and debit entries Verify the computation of energy & revenue assessment under MS-14 reports also Compute the overall correction factor for energy sales and revenue adjustment To check entries, our teams referred to the appropriate Consumer Charges and Allowances Register (CC&AR) registers to verify the correctness of the computation. During the audit process, our teams understood the background of the transactions based on the explanation provided by the Sub division officials. However, the Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 36

182 Final Report verification of the correctness of the computation and the subsequent reporting was done based upon provisions prescribed under RERC regulations, TCOS-2004, and other relevant circulars issued by the Discoms Broad analysis done under different Adjustment Codes During the audits, our teams segregated all the entries as per their respective adjustment codes and analyzed them adjustment code wise. During the audit, it was found that some sundry adjustments in an adjustment code comprised of entries that should have been under different adjustment codes. These entries were treated as per their respective adjustment code only. Specific issues identified under various subdivisions have been discussed under subsequent sections: Adjustment Code 1 & 2: This code is meant to record entries related to theft detected by M&P Wing/ Vigilance Team/ Others. For analyzing the entries done under this code, we referred the VCRs and CC&AR register to check the background of theft reports. We observed that at various subdivisions, for some of the entries that we analyzed, the total amount received by any consumer against compounding the offence and civil liability was also included in the Board Dues along with ED, WCC and UC. For such entries, we segregated the compounding charges from the Board Dues. Under many entries, especially credit entries, revenue adjustments were being accounted but units were not adjusted. For such entries, we referred VCR files for assessing energy units. Wherever such information was not available, we deduced the energy units from the revenue assessed via back calculation. Not much deviations/ irregularities were observed for theft cases under MS-14 reports. Adjustment Code 3: Under this code, we found entries pertaining to cases under meter stopped, meter defective etc. We analyzed sample entries under this code and referred the relevant orders (related to application of average consumption) pertaining to such cases for assessing revenue and energy adjustments under such cases. Adjustment Code 7: Under this code, entries pertaining to unauthorized extension of connected load are meant to be recorded. Under this code, energy is not liable to be computed and debited; as such energy is already recorded on the energy meter. During our audits, we checked for cases where energy was being debited. Under such cases, we applied a correction factor of 0 to remove such debits. Revenue adjustments were being considered for computation. Adjustment Code 22: Under this code, entries pertaining to bank collection charges for dishonored cheque are being recorded. We identified that under most entries, defined bank collection charges are being debited to the consumers. Some entries pertaining to other codes were also found under this code; same were segregated and treated under their respective codes. Under this code, energy is not liable to be computed and debited. During our audits, we checked for cases where energy was being debited. Under such cases, we applied a correction factor of 0 to remove such debits. Adjustment Code 23: Under this code, entries pertaining to credit or debit on account of premises lock cases are recorded. For these, a preliminary bill is generated if the meter reader is not able to take the reading. The bill is corrected when the actual reading is available with the sub-division and respective credit or debit is given to the consumer. Adjustment Code 28: Under this code, entries pertaining to cost of burnt/ defective meters are meant to be recorded. As this code pertains to cost adjustments only, there should not be any recording of energy units. During audits, we observed that for some cases, even units were debited in CB reports. The total cost of replacing meters to a consumer divided by average tariff of that consumer category has been used to derive energy units. For such cases, we applied a correction factor of 0 to remove such debits. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 37

183 Final Report Adjustment Code 33: Under this code, entries related to wrong posting of consumers bills are meant to be recorded. This code pertains to wrong posting, so ideally there should not be any recording of energy units and revenue adjustments. Considering the same, we made required adjustments under the sundry files. Adjustment Code 36: Under this code, the entries related to difference of supply charge/ minimum billing is meant to be recorded. During our audits, we found various types of credit/ debit entries under this code. The entries related to billing of units, credit after settlement, wrong posting and wrong debit etc. are all recorded under this code. For verification of such cases, we referred relevant CB reports and verified them against the entries under CC&AR register. During our assessment of entries under this code, we observed that in many instances of the credit entries, revenue was duly credited to the transactions, but energy sales was not being credited. For such observed entries, we made adjustments for incorporating credit of energy sales. Adjustment Code 51: Under this code, entries related to tariff subsidy provided are meant to be recorded. This code pertains to entries related to provision of subsidy, so ideally there should not be any recording of energy units. During audits, we checked for cases where units are being recorded under this code. For such cases, we applied a correction factor of 0 to remove such debits Step IV: Computation of Net Revenue Billed and Energy Sales The various entries were segregated on the basis of adjustment code discussed above and further grouped on the basis of credit and debit transactions. The sundry analysis done under various adjustment codes was tabulated and the sum of corrected energy sales adjustment and revenue billed were compared with the energy sales and revenue billed inputted through input advices sent to billing agencies. The respective correction factors were determined by the variations observed between corrected energy sales & revenue adjustments, deduced through our analysis, and adjusted energy sales & revenue inputted through input advice sent to the billing agencies. The corrections assessed in the adjusted component for revenue billed and energy sales in the input advices were subsequently applied to the adjusted components for revenue billed and energy sales available under MIS data sheets for 3.1 for assessing the category wise Net Revenue Billed and Energy Sales. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 38

184 Final Report 3.2. Assessment of Net Revenue Billed and Energy Sales Assessment for as a Whole (Subdivision wise sheets provided in Appendix) As mentioned earlier, during the assessment of entries under sundry reports, we observed certain anomalies pertaining to misallocation of sundry entries under different consumer categories and adjustment codes. It is pertinent to mention that such misallocations may not have impacted the overall ABR but would have impacted the computation of consumer category wise ABRs. Meanwhile, on the basis of sample entries that we have analysed, we have tried our best to correct and adjust such misallocations while computing the energy sales and revenues. Sales Revenue (Including Subsidy) MIS Net Metered Sales (kwh) Sundry Sales (kwh) Corrected Sundry Units (kwh) Total Revised Sales (kwh) Revenue Assessment (Nigam Dues) (INR) MIS Sundry Adjustments (Nigam Dues ) in Revenue Assessment (INR) Corrected Revenue Adjustments (Nigam Dues) (INR) Total Revised Revenue (Nigam Dues ) (INR) Subsidy (INR) ABR (Incl. Subsidy) Domestic Non-Domestic Public Street Light Agriculture Small Industry Medium Industry Large Industry Public water Works(S) Public water Works(M) Public water Works(L) Mixed Load/Bulk Supply Overall Impact Estimated Corrections Energy Sales as per existing records (kwh) Revised energy estimates as per Independent Review (kwh) Corrections obtained (%) for energy sales Revenue Assessment (Nigam Dues) as per existing records (kwh) Revised Revenue Assessment (Nigam Dues ) as per Independent Review (kwh) ABR (Excl. Subsidy) Corrections obtained (%) for Revenue Assessment (Nigam Dues ) % % Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 39

185 Final Report 4. Distribution Losses, Average Billing and Revenue Realization for Kota City As observed in previous sections, the energy input, energy sales and revenue billed for the area have been computed using the approach discussed. Under this section, we have provided the computation of distribution losses, average billing rate, average revenue realization and outstanding arrears. The data related to revenue assessed and revenue realized have been derived from MIS 3.2 data sheets which were provided to us by the JVVNL. The information related to input energy, as per the RFP formats, have been provided under Appendix- I and Appendix-IV Computation of Distribution Losses, ABR, Revenue Realization and Outstanding Arrears Losses and Average Billing and Revenue Realization for considered for Distribution Franchisee Year Units Receiv ed (MUs) Unit Sold (MUs) Sub Trans missio n & Distri bution Loss (%) Collectio n Efficienc y (%) Avg. Billing Rate(Inc Subsidy) (Rs. /KWh) (Revenue Assessed/E nergy Sold) Avg. Billing Rate(Excd. Subsidy) (Rs. /KWh) (Revenue Assessed/En ergy Sold) Avg. Revenue Realization (Rs. / KWh) {(Revenue Assessed/ Energy Input)*Collec tion Efficiency} FY % % Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 40

186 Final Report Category wise Unit Sales for Category wise Unit Sales for (MU) Particular FY Domestic Non-Domestic Public Street Light Agriculture 9.26 Small Industry Medium Industry Large Industry Public water Works(S) 2.11 Public water Works(M) 2.36 Public water Works(L) Mixed Load/Bulk Supply Total Category wise Revenue Billed and Collected (Rs. Cr.) for Category wise Revenue Billed (Inc Subsidy) and Collected (INR Cr.) for (FY ) Particulars Revenue Billed (Nigam Dues) (INR Cr.) Revenue Billed including Electricity Duty and other dues (INR Cr.) Revenue Collected (Nigam Dues) (INR Cr.) Revenue Collected including Electricity Duty and other dues (INR Cr.) Domestic Non-Domestic Public Street Light Agriculture Small Industry Medium Industry Large Industry Public water Works (S) Public water Works (M) Public water Works (L) Mixed Load/Bulk Supply Total Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 41

187 Final Report Category wise Revenue Billed (Inc Subsidy) and Collected (INR Cr.) for CD I (FY ) Particulars Revenue Billed (Nigam Dues) (INR Cr.) Revenue Billed including Electricity Duty and other dues (INR Cr.) Revenue Collected (Nigam Dues) (INR Cr.) Revenue Collected including Electricity Duty and other dues (INR Cr.) Domestic Non-Domestic Public Street Light Agriculture Small Industry Medium Industry Large Industry Public water Works (S) Public water Works (M) Public water Works (L) Mixed Load/Bulk Supply Total Category wise Revenue Billed (Inc Subsidy) and Collected (INR Cr.) for CD II (FY ) Particulars Revenue Billed (Nigam Dues) (INR Cr.) Revenue Billed including Electricity Duty and other dues (INR Cr.) Revenue Collected (Nigam Dues) (INR Cr.) Revenue Collected including Electricity Duty and other dues (INR Cr.) Domestic Non-Domestic Public Street Light Agriculture Small Industry Medium Industry Large Industry Public water Works (S) Public water Works (M) Public water Works (L) Mixed Load/Bulk Supply Total Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 42

188 Final Report Collection efficiency has been shown along with arrears as JVVNL does not have a system to record age wise arrears. Further, to cross verify the realization as mentioned above, we enquired from the Utility regarding the remittance in bank of the revenue collection pertaining specifically to the Nigam Dues as shown in the MIS. The Utility informed that the component wise segregation of revenue remitted to Bank is not available at Sub-division or City level; the remittance in Bank is a collective figure which includes all the revenue components including subsidy, adjustments, Nigam dues and other dues including electricity duty, urban cess, etc. Thus we have only vetted the revenue realization as per the information (as shown the table above) made available pertaining to Category wise Outstanding Arrear (Rs. Cr.) upto March 14 and March 15 for On basis of the sundry revenue billed and collected as assessed above, the outstanding arrears for is as summarized as below. Please note that any adjustment in sundry revenues done above, have been duly accounted for in the regular outstanding arrears as on Mar-15. Category wise Outstanding Arrear (Including ED and Other dues) (Rs. Cr.) upto March'14 and March'15 for Category Regular PDC Mar-14 Mar-15 Mar-14 Mar-15 Domestic Non-Domestic Public Street Light Agriculture Small Industry Medium Industry Large Industry Public water Works (S) Public water Works (M) Public water Works (L) Mixed Load/Bulk Supply Total Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 43

189 Final Report Appendices I. Sign-off Letters on Input & Cross-over Points Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 44

190 Final Report Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 45

191 Final Report Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 46

192 Final Report Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 47

193 Final Report Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 48

194 Final Report Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 49

195 Final Report Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 50

196 Final Report Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 51

197 Final Report Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 52

198 Final Report Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 53

199 Final Report II. Energy Injected in from 220/132/33 KV GSS Sakatpura as per log sheet Net Energy Injected from Mar 14 to Feb 15 Months 33 KV I/C 1 Baleta Crossover 33 KV I/C I (Net) 33 KV I/C 2 Girdharpura Cross-over Badgaon Crossover 33 KV I/C 2 (Net) 11 KV I/C 33 KV Aux 11 KV Aux Total Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum , , , Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 54

200 Final Report III. Energy injected in from 220/33/11 KV GSS Industrial Area as per log sheets Net Energy Injected from Mar 14 to Feb 15 Month s DSCL 33 KV O/G 2 33 KV O/G 7 33 KV O/G 8 33 KV O/G 9 33 KV O/G 6 33 KV O/G 4 33 KV O/G 5 11 KV O/G 1 11 KV O/G 2 11 KV O/G 3 11 KV O/G 6 11 KV O/G 7 11 KV I/C 2 Total Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annua l Sum * For DSCL and 33 KV O/G 9 (Sri Ram Reyons), units billed by JVVNL have been shown in the table. 3, Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 55

201 Final Report IV. Energy Injected in from 132/33/11 KV Mahaveer Nagar as per log sheets Net Energy injected from Mar 14 to Feb 15 (1/2) Month 33 KV O/G No.1 33 KV O/G No.3 33 KV O/G No.7 33 KV O/G No.8 33 KV O/G No.9 Daabi (Crossover) 33 KV O/G No. 9 (net) 33 KV O/G No.4 33 KV O/G No.5 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 56

202 Final Report Net Energy injected from Mar 14 to Feb 15 (2/2) Month 11KV O/G No.1 11KV O/G No.2 11 KV O/G No.3 11 KV O/G No.4 11KV O/G No.5 11 KV O/G No.6 11KV O/G No.7 Total Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 57

203 Final Report V. Energy injected in from 132/33/11 KV GSS Gopal Mills as per log sheets Net Energy injected from Mar 14 to Feb 15 Month 33kV Nayapura 33kV Junction 33kV Railways 11KV Borkheda 11KV Saraswati Colony 11KV JP 11KV Junction Total Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum , Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 58

204 Final Report VI. Energy Injected in from 220/132/33 KV GSS Sakatpura Energy Injected in from 220/132/33 KV GSS Sakatpura (LU) Month 33 KV I/C 1 Baleta Cross-over 33 KV I/C 1 (Net) 33 KV I/C 2 Girdharpura Cross-over Badgaon Cross-over 33 KV I/C 2 (Net) 11 KV I/C (Net) 33 KV Aux. Total Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum , , , Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 59

205 Final Report VII. Energy Injected in from 220/33/11 KV GSS Industrial Area Energy Injected in through 220/33/11 KV GSS Industrial Area (1/2) (LU) Months DSCL (Open Access ) 33 KV O/G 2 33 KV O/G 7 33 KV O/G 8 33 KV O/G 9 (Open Access ) 33 KV O/G 6 33 KV O/G 4 33 KV O/G 5 11 KV O/G 1 11 KV O/G 2 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 60

206 Final Report Energy Injected in through 220/33/11 KV GSS Industrial Area (2/2) (LU) Months 11 KV O/G 3 11 KV O/G 6 11 KV O/G 7 11 KV I/C 2 Total Correction factor Net energy injected (LU) March % April May June Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum , , *11 KV Incomer 2 has been considered for calculation of Input Energy rather than sum of its outgoers 9,12,13,14,15 and 16. Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 61

207 Final Report VIII. Energy Injected in from 132/33/11 KV GSS Mahaveer Nagar Energy Injected in from 132/33/11 KV GSS Mahaveer Nagar (1/2)(LU) Months 33 KV O/G No.1 33 KV O/G No.3 33 KV O/G No.7 33 KV O/G No.8 33 KV O/G No.9 Daabi (Crossover) 33 KV O/G No. 9 (net) 33 KV O/G No.4 33 KV O/G No.5 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 62

208 Final Report Energy Injected in from 132/33/11 KV GSS Mahaveer Nagar (2/2) (LU) Months 11KV O/G No.1 11KV O/G No.2 11 KV O/G No.3 11 KV O/G No.4 11KV O/G No.5 11 KV O/G No.6 11KV O/G No.7 Total Correctio n Factor Net Energy Injected Mar % Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum , Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 63

209 Final Report IX. Energy Injected in from 132/33/11 KV GSS Gopal Mills Energy Injected in from 132/33/11 KV GSS Gopal Mills Months 33 KV O/G Nayapura 33 KV O/G Junction 33 KV O/G Railways 11 KV O/G Borkheda 11 KV O/G Saraswati Colony 11 KV O/G JP 11 KV O/G Junction Total Correction Factor Net Energy Injected Mar % Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Annual Sum Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 64

210 Final Report X. Kota Site Sign-off Jaipur Vidyut Vitran Nigam Limited (JVVNL) - Final Report for Independent Review of Energy Audit methodology for selected Distribution Franchisee town of Kota for the F.Y PwC 65