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LOAN AGREEMENT

DATED 00-00-2021

BETWEEN

M/s. ……………………………………………………….

AS BORROWER

AND

INDIAN RENEWABLE ENERGY DEVELOPMENT AGENCY LIMITED (IREDA)

AS LENDER

(Rupee Loan)

(Secured against mortgage and/or hypothecation etc.)


LOAN AGREEMENT

No. __________________________ Dated 00-00-2021

(Project No. 0000)

Borrower M/s. ………………………………………….

Details of Project ……………………………………………………………………


……………………………………………………………………
……………………………… (Project No. 0000)

Loan Amount Rs. ……………………………. (…………………………


lakhs)

Security 1. Hypothecation /indenture of mortgage of all


movable assets of the project both present and
future

…………………………………………….

2. Personal Guarantee of:-

a) ………………………………………
b) ………………………………………
c) ………………………………………
d) ………………………………………

Promoters/ Directors of the Borrower

3. TRUST AND RETENTION


ACCOUNT/SPECIAL ACCOUNT (TRA):- The
Borrower shall open Trust and Retention
Account with Scheduled Bank for servicing
IREDA repayment/payment of instalments of
loans, interest, liquidated damages and other
monies and deposit of sale proceeds of power and
all other monies in respect of the project /
business and for the said purpose, the Borrower
shall create a reserve of amounts equivalent to
payment of …………. quarters of principal and
interest amount. The TRA shall be opened and all
formalities in regard thereto shall be complied
with before drawl of first disbursement wherein
all the project revenues, subsidy/incentive
payments and other project revenue (if any) shall
be deposited to the satisfaction of IREDA.
Company shall also submit letter from each power
offtaker in IREDA format for depositing revenues
in TRA.
4. …………………………………..

5. The Borrower shall build up a Debt Service


Reserve Amount (DSRA) equivalent to ………….
(………) quarters’ (Principal + Interest) before
taking first disbursement from IREDA.

6. The Borrower shall submit bank guarantee/FD


lien to IREDA for an amount equivalent to 10% of
IREDA loan.

7. Conditional assignment

 Beside the above, the Borrower will deposit:-

a) NACH mandate in favor of IREDA for TRA account towards payment of


instalments of principal of loan
b) NACH mandate in favor of IREDA for TRA account towards payment of
instalments of interest on loan

towards repayment of the loan.


CONTENTS

Article Subject
PREAMBLE
I) DEFINITIONS AND GENERAL CONDITIONS
II) AGREEMENT AND TERMS OF LOAN
III) SECURITY
IV) INTERIM DISBURSEMENT/ LOANS TO BORROWER
V) NOMINEE DIRECTORS
VI) SPECIAL CONDITIONS AND OTHER CONDITIONS
VII) EFFECTIVE DATE OF AGREEMENT
SCHEDULE-I PARTICULARS OF LOAN
SCHEDULE-II PROJECT
SCHEDULE-III FINANCING LOAN
SCHEDULE-IV PARTICULARS OF INTEREST
SCHEDULE-V AMORTIZATION SCHEDULE
SCHEDULE-VI SPECIAL CONDITIONS, OTHER
CONDITIONS AND SPECIAL CONDITIONS
APPLICABLE TO LOANS DISBURSED OUT
OF WORLD BANK LINE OF CREDIT ETC.
EXECUTION SIGNATURE CLAUSE
LOAN AGREEMENT

THIS AGREEMENT made on this ……… day of ……………, 2021 at New Delhi between
M/s. …………………………………. Corporate Identity Number ……………………………. a
Company within the meaning of the Companies Act, 2013 and having its Registered Office
at ………………………………………………………………………………., in the State of ………
(hereinafter referred to as "the Borrower" which expression shall, unless it be repugnant to
the subject or context thereof, include its successors and assigns) of the one part ;
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AND

M/s. Indian Renewable Energy Development Agency Limited (IREDA), a Company registered
under the Companies Act, 1956 with its Corporate Identity Number
U65100DL1987GOI027265 and having its Registered Office at India Habitat Centre
Complex, Ist Floor, Core-4A, East Court, Lodi Road, New Delhi-110 003 and Corporate Office
at 03rd Floor, August Kranti Bhawan, Bhikaiji Cama Place, New Delhi – 110 066 (hereinafter
referred to as “the IREDA” which expression shall, unless repugnant to the subject or
context thereof, include its successors and assigns) of the other part.

ARTICLE - I

DEFINITIONS : GENERAL CONDITIONS

1.1 DEFINITIONS

For the purpose of this Agreement the following terms shall have the following
meanings:-

a) "Financing Plan" means the financing plan as described in Schedule III hereto.

b) "General Conditions" mean the GENERAL CONDITIONS APPLICABLE TO


ASSISTANCE PROVIDED BY INDIAN RENEWABLE ENERGY DEVELOPMENT AGENCY
LIMITED (IREDA)

c) "Project" means the project to be financed as described in Schedule -II hereto.

1.2 GENERAL CONDITIONS

The Loan hereby agreed to be granted by IREDA shall be subject to the Borrower
complying with the terms and conditions set out herein and also in the General
Conditions a copy of which has been annexed hereto. The General Conditions shall
be deemed to form part of this Agreement and shall be read as if they are
specifically incorporated herein.
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ARTICLE - II

THE LOAN

2.1 AMOUNT AND TERMS OF LOAN

The Borrower agrees to borrow from IREDA and IREDA agree to lend to the
Borrower, on the terms and conditions contained herein as also in the General
Conditions, the sum mentioned in Schedule-I amounting to ……………. lakhs (Rupees
…………………..only). The said sum is hereinafter referred to as "the Loan".

2.2 INTEREST :

a) The Borrower shall pay to IREDA interest on the principal amount of term
loan of Rs. ………………. at the rate of interest prevalent on the date of each
disbursement corresponding to Grade - IV Borrower as per CRRS of IREDA.
At present the applicable rate of interest for Grade - IV is ………..% p.a. plus
interest tax, if any at the applicable rate. Further, a discount of ……..% has
been given on account of government buildings. Hence, the effective interest
rate as on date for the project is ………% p.a. However the effective date for
governing rate of interest would be the date of each disbursement.

b) The Borrower shall pay to IREDA interest on the Additional /Bridge Loan
against subsidy/incentive of Rs. …………… at the rate prevalent on the date of
each disbursement corresponding to Grade - IV Borrower as per CRRS of
IREDA plus 1.00%. At present the applicable rate of interest is ……….. p.a.
plus interest tax, if any at the applicable rate. However the effective date for
governing rate of interest would be the date of each disbursement.

The said rate of interest at (a) and (b) above is, however, variable and
is subject to the following terms of interest Reset Clause:-

The first reset of interest rate shall be automatically on the date of expiry of
1 year from the date of first disbursement, whichever is earlier.
Subsequently, the interest rate shall be automatically reset upon expiry of
every 1 year from the date of first reset/reset plus 1.00% on the Bridge
Loan) or any other rate fixed as per guidelines of IREDA. The new interest
rate will be the current interest rate for Grade under the Sector and under
the capacity of project in which it falls as on the date of reset. The reset
interest rate so fixed shall be effective from the 01 st day of the next /month
completion of 1 year from the date of first disbursement/last reset/last swap.
Any prepayment of the Loan dues shall be at the sole discretion of IREDA,
and subject to the payment of applicable premium as per policy of IREDA.

The Borrower with reset clause, on the within the reset period of 1
year, shall also have the option to switch over to current interest rate
applicable for the scheme in which the loan was sanctioned subject to
payment of the requisite premium, as per pre-payment
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policy. However, the said rate opted will be variable and subject to the Reset
in the above manner. The disbursement already made till then will also be
governed by the aforesaid Reset provision.

The Borrower notes that the rate of interest (a) in respect of


Additional/Bridge Loan against subsidy/incentive, shall be 1.00% higher than
the rate corresponding to Grade - IV projects on every reset/last swap.

Provided that:-

i) The Borrower, in the event of its committing default to IREDA in


repayment /payment of installment(s) of principal and interest on due
date(s) and the Borrower is classified as Non-Performing Asset (NPA)
by IREDA in terms of its Accounting Policy, shall, notwithstanding the
rate of interest mentioned in Clause 2.2 above, pay to IREDA, other
than the further interest and liquidated damages mentioned
hereinafter, interest on the amount of Loan at the following rate,
whichever is more, as per the applicable Financing Guidelines of
IREDA:-

Rate of interest applicable to “Grade – V” of the Sector under


which the Borrower’s Project loan has been sanctioned on the
date of default by the Borrower or on the date of sanction by
IREDA/reset interest rate, whichever is higher.

ii) The Borrower notes and agrees that the higher rate of interest as per
the preceding para (i) above shall be applicable to the Loan till the
Loan is upgraded to standard category from NPA in the records of
IREDA and advised to the Borrower by IREDA in writing.

iii) The reset clause mentioned in Clause 2.2 above shall remain
suspended during period of default (NPA) by the Borrow till the
account is upgraded to standard category by IREDA.

iv) The Borrower agrees and notes that the rate of interest and Grade of
the Borrower as notified by IREDA as per its records/guidelines from
time to time shall be final and conclusive. The Borrower shall have no
right to dispute the same.

Such interest shall be payable monthly basis on the last date of each month.

2.3 INTERIM LOAN(S): (Not Applicable)

The Borrower shall be eligible, pending creation of substantive security


mentioned in this Agreement, to draw Interim Loan against the loan amount
sanctioned for the project upto 50% of loan amount sanctioned, in proportion to the
promoters’ contribution brought in at the time of making the request, against the
security of Bank Guarantee/Fixed Deposit Receipt issued by a Scheduled Bank at the
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sole discretion of IREDA.

The release of Interim Loan will be subject to:-

i) Signing of Loan Agreement

ii) Submission of formal request for sanction of Interim Loan indicating


the plan of utilisation of funds and items on which expenditure is to
be incurred.

iii) Furnishing of Chartered Accountant’s (Statutory Auditors) Certificate


in IREDA’s format.

iv) Furnishing of item-wise physical progress of the project.

v) Inspection of the project.

vi) Submission of Bank Guarantee/Fixed Deposit Receipt valid for a


minimum period of one year covering Interim Loan, interest and
liquidated damages.

vii) Disbursement to the extent Bank Guarantee/Fixed Deposit Receipt.

The Borrower shall be eligible for concession in interest rate on


furnishing of Bank Guarantee/Fixed Deposit Receipt, as permissible as per
guidelines of IREDA.

2.4 Further interest :

All  interest which shall become due during the currency  of the loan or any part
thereof and for the time being  remaining unpaid, and all other moneys which have
become  payable by the Borrower to IREDA, in case the same is not paid on the
dates on which they fall due, carry further interest and  shall be computed from the
respective date(s) of  such interest  or moneys accruing due and all such  interest
and further  interest  which have become payable but  not  paid, shall become
payable upon the footing of compound  interest with rests taken or made quarterly
as hereinbefore provided.

2.5 FRONT END FEE

The Borrower shall pay one time lump-sum Up Front Fee @ 1.00% of the Loan
amount sanctioned plus the applicable Goods and Service Tax and other applicable
Government levies before or on the date of execution of Loan Agreement. The
Front – End Fee once paid is not refundable in any circumstances.

50% FEF payable within 3 months of Sanction letter date, otherwise sanction
letter shall be cancelled.

Remaining amount shall be paid within the validity period of signing of Loan
Agreement as per sanction i.e. 6 months from the date of issue of sanction letter.

The total front end fee will have to be paid within the validity period of loan
sanction and in any case before signing of loan agreement. The front end fee is non-
refundable.
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Documentation Charges

In addition to Front End Fee, the Borrower has to pay documentation charges
of Rs. 1.00 Lakh plus the applicable Goods and Service Tax and other applicable
Government levies at the time of loan documentation. This will be NIL/ LLC Charges

2.6 LAST DATES OF WITHDRAWAL OF LOAN :

Unless IREDA otherwise agrees and on such terms and conditions as IREDA might
stipulate which may include the condition for charging higher rate of interest than
what is mentioned in the Loan Agreement, the terminal dates shall be as follows:-

i) Last date to sign Loan Agreement - Within 6 months from the date of
sanction letter.

ii) Last date to draw first installment of loan – Within 6 months from the
date of signing of loan agreement.

iii) Last date to draw final installment of loan – Within 1 year from the
date of signing of loan agreement.

and that the Borrower shall abide by the decision of IREDA in this behalf.

2.7 : IMPOST, COSTS AND CHARGES :

I) The Borrower shall, during the currency of the loan bear all such imposts,
duties and taxes (including interest and other terms, if any) as may be levied
from time to time by the Government or other authority with the sanction of
law pertaining to or in respect of the loan.

II) The Borrower shall pay all other costs, charges and expenses (including cost
of investigation of title to the Borrower’s properties and protection of the
IREDA’s interest and/or for creation of mortgage in favour of IREDA by way
of exclusive first charge in any way incurred by IREDA and such additional
stamp duty, other duties, taxes, charges and other penalties if and when the
Borrower is required to pay according to other laws for the time being inforce
in the State in which its properties are situated or otherwise.

III) In the event of the Borrower, failing to pay the monies referred to in sub-
clause (I) and (II), IREDA will be at liberty (but shall not be obliged) to pay
the same. The Borrower shall reimburse all sums paid by IREDA in
accordance with the provisions contained in the General Conditions.

2.8 : Liquidated Damages on defaulted amounts etc. :

i) Default in payment of interest or any monies due will attract interest at the
same rate as on the principal loan amount.
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ii) In case of default in payment of installments of principal, interest and all


other monies (except liquidated damages) on due dates, liquidated
damages, at the rate of 2.00% p.a. over and above the applicable rate of
interest for the projects shall be payable.

iii) The additional interest by way of liquidated damages for non-payment of


interest and repayment of principal is calculated on daily basis. The number
of days in a year being calculated as 365.

2.9 : Reimbursement of Expenses :

i) The Borrower shall reimburse all sums paid by IREDA under the provisions of the
loan Agreement within 30 days from the date of Notice of demand from IREDA. All
such sums shall be debited to the Borrowers loan Account and shall carry interest
from the date of payment till such reimbursement at the applicable Lending Rate.

ii) In case of default in making such reimbursement within 30 days from the date of
notice of demand, the Borrower shall also pay on the defaulted amounts liquidated
damages at the rate of 2.50% per annum from the expiry of 30 days from the date
of notice of demand till reimbursement in accordance with the provisions of section
2.8.

2.10 REPAYMENT

The Borrower undertakes to repay the principal amount of the Loan in accordance
with the Amortization Schedule set forth in Schedule V hereto.

2.11 Cancellation of the Loan

The Lenders may, notwithstanding anything contained herein or in any other


Financing Document, and at any time till the Final Settlement Date, and without
prejudice to any other rights and remedies available to the Lenders under the
Financing Documents and/or under Applicable Law and without any prior notice,
cancel the whole or any part of their undisbursed Commitment at any time during
the currency of the Facility and upon such cancellation by the Lenders, all the
Obligations of the Borrower to the Lenders shall forthwith become due and payable
by the Borrower to such Lenders. The Borrower agrees to the same unconditionally
and agrees that it not dispute the same.
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ARTICLE - III

SECURITY

3.1 SECURITY FOR THE LOAN

The loan together with the interest, interest tax, liquidated damages, commitment
fee, up front fee premia on repayment or on redemption, costs, charges, expenses
and other monies shall be secured by:-

i) Exclusive Charge by way of Hypothecation/Indenture of Mortgage in favour


of IREDA of all the Borrower's movable assets / properties both existing and
future pertaining to …………………. Solar Rooftop Project already set up on the
roof of various ……………. Buildings located in the ………………..Model (Project
No. …………).

(pertaining to the ………….. MW project) by way of


indenture/hypothecation of movable assets of ……… MW to the satisfaction
of IREDA)

ii) Personal Guarantee of a) Shri ……………………, b) Shri ……………………, c) Shri


…………………… and d) Shri ………………….., promoters/ Directors of the
Borrower till currency of IREDA Loan.

iii) TRUST AND RETENTION ACCOUNT/SPECIAL ACCOUNT (TRA):- The


Borrower shall open Trust and Retention Account with Scheduled Bank
for servicing IREDA repayment/payment of instalments of loans, interest,
liquidated damages and other monies and deposit of sale proceeds of power
and all other monies in respect of the project / business and for the said
purpose, the Borrower shall create a reserve of amounts equivalent to
payment of two quarters of principal and interest amount. The TRA shall be
opened and all formalities in regard thereto shall be complied with before
drawl of first disbursement wherein all the project revenues,
subsidy/incentive payments and other project revenue (if any) shall be
deposited to the satisfaction of IREDA. Company shall also submit a letter
from each power offtaker in IREDA format for depositing revenues in TRA.

iv) The Borrower shall submit a letter from …………….. Competent authority
mentioning that all subsidy/Grant/Incentive will directly transfer to IREDA
Trust & Retention Account of the project in IREDA format.

v) The Borrower shall build up a Debt Service Reserve Amount (DSRA)


equivalent to ……………. quarters’ (Principal + Interest) before taking first
disbursement from IREDA.

vi) The Borrower shall submit bank guarantee/FD lien to IREDA for an amount
equivalent to 10% of IREDA loan.

vii) The Borrower shall deposit NACH mandate in favor of IREDA for TRA A/c in
accordance with repayment schedule of principal loan amount and interest.

viii)Conditional assignment by way of undertaking of:-

a) All the rights, title, interest, benefits, claims and demands whatsoever
of the Borrower’s project, pertaining to the project including but not
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limited to PPA, EPC, O&M Contract, insurance contracts duly


acknowledged and consented to by the relevant counter-parties to
such Project Documents, all as amended, varied or supplemented
from time to time.

b) Subject to Applicable Law, all the rights, title, interest, benefits, claims
and demands whatsoever of the Borrower in the Clearances
pertaining to the project.

c) All the rights, title, interest, benefits, claims and demands whatsoever
of the Borrower in any letter of credit, guarantee, performance bond,
corporate guarantee, bank guarantee, minimum energy generation
guarantee, liquidated damages, shortfall in generation etc. provided
by any party to the Project Documents/ Project contracts including
PPA, EPC and O&M pertaining to the project.

ix) The Promoter Directors/Promoters/Promoter Company of the Borrower shall


give undertakings that i) they shall meet the shortfall, if any, occurring in the
cost of the project and/or for working capital requirements;(ii) they shall not
pledge/dispose off their share holdings in the company during the currency
of IREDA loan, and the Company shall not register any transfer or lien on the
said shares without prior permission of IREDA in writing. Further whole time
directors would give undertakings that they shall not resign their office/s as
Managing Director/Whole time Director(s) without the approval of IREDA.

3.2 CREATION OF ADDITIONAL SECURITY :

If, at any time during the subsistence of this Agreement, IREDA is of the opinion that
the security provided by the Borrower has become inadequate to cover the balance
of the Loan then outstanding, then, on IREDA advising the Borrower to that effect,
the Borrower shall provide and furnish to IREDA, to their satisfaction such additional
security as may be acceptable to IREDA to cover such deficiency.

3.3 ACQUISITION OF ADDITIONAL IMMOVABLE PROPERTIES

So long as any monies remain due and outstanding to IREDA, the Borrower
undertakes to notify IREDA in writing of all its acquisitions of immovable properties
and as soon as practicable thereafter to make out a marketable title to the
satisfaction of IREDA and charge the same in favour of the IREDA by way of first
charge in such form and manner as may be decided by IREDA.

4. GUARANTEE

The Borrower shall procure irrevocable and unconditional personal guarantee from
a) Shri …………………, b) Shri ……………………., c) Shri ………………. and d) Shri
……………………….., Promoters/Directors of the Borrower in favour of IREDA for the
due repayment of the Loan and the payment of all interest and other monies
payable by the Borrower in the form prescribed by IREDA and to be delivered to
IREDA before any part of the Loan is advanced.

 No guarantee commission shall be payable to the Guarantors and the


guarantees shall be joint and several.
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 The Borrower shall furnish to IREDA the details of age, father's/husband’s name
and residential address of the Guarantor(s) giving guarantee. If any of the
Guarantor(s) is/are a Non Resident Indian(s), approval of Reserve Bank of
India will be required.
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Article - IV

INTERIM DISBURSEMENTS TO THE BORROWER

The Borrower agrees that upon creation of mortgage security of immovable


properties on substantive basis in favour of IREDA, disbursements made by IREDA to
the Borrower at the sole discretion of IREDA pending creation substantive security of
mortgage of immovable properties and other securities as stipulated by IREDA,
interim loan(s) advanced to the Borrower shall be deemed to be as and by way of
regular loan disbursements made by IREDA under these presents.
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ARTICLE - V

APPOINTMENT OF NOMINEE DIRECTORS

The Borrower agrees that IREDA shall be entitled to appoint and withdraw from
time to time nominee directors on the Board of Directors of the Borrower at any
time during the currency of this Agreement.
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ARTICLE - VI

SPECIAL CONDITIONS

The Loan hereby granted shall also be subject to the Borrower complying with the
special conditions and other conditions set out in Schedule VI hereto.
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ARTICLE - VII

EFFECTIVE DATE OF AGREEMENT/ PLACE OF DISBURSEMENT OF LOAN BY IREDA


AND REPAYMENT BY BORROWER ETC.

I) This Agreement shall become binding on the Borrower and IREDA on and from the
date first above written and after both IREDA and Borrower have executed the same.
It shall be in force till all the monies due and payable under this Agreement are fully
paid off.

II) The loan will be advanced by IREDA to the Borrower and repaid by the Borrower to
IREDA at New Delhi and Civil Courts/Tribunals in Delhi/ New Delhi alone shall have
jurisdiction to entertain any suit or other legal proceedings arising out of this
Agreement.
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SCHEDULE I

Particulars of Loan

Name of the Lender Total Loan


Indian Renewable Energy Development Rs. ……………………… (Rupees
Agency Limited (IREDA) ……………………..only)
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SCHEDULE II

The Project

The project means ………………. MW Solar Rooftop Project already set up on the roof
of various ……………..Buildings located in the ……………………………….. (Project No. 0000).
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SCHEDULE III

FINANCING PLAN

a) Cost of the Project :

The cost of the project is Rs. …………………. made up as under:-

A) Break-up of Project Cost:

S Item Amount
No. (Rs. in lakhs)
1. Civil Works 00
2. Plant and Machinery 00
3. Balance of Plant 00
4. Installation, testing, erection, and supervision etc. 00
5. Engineering, Consultancy, and Technology Know
00
How Services Fee
6. Preliminary & Pre-operative expenses 00
7. Other Expenses- IPGCL Service Fee 00
8. Other Expenses- GST on Supply and Service 00
9. Interest during construction 00
Total Cost 00

B) Means of Financing :

The Cost of the project estimated at Rs. 000000 lakhs is proposed to be financed as
under:-

S. Particulars Amount Percentage


No. (Rs. in lakhs) %
A Promoter’s Contribution
i. Equity/ Internal Accruals 0000 0000
B Term Loan Proposed
i. From IREDA (Main loan) 0000 0000
ii. Bridge loan against subsidy/incentive 0000
iii. Total takeover loan of Unsecured 0000
Loan
Total Project Cost 0000 0000

C) Installments of interest payable to IREDA on loan during


construction period of the Project:

Interest payable to IREDA during the construction period is included as a part of the
project cost. IREDA reserves the right to withdraw the amount of interest on due
dates from the loan sanctioned to the Borrower during the construction period by
making disbursement to the Borrower. IDC towards interest dues shall be released &
adjusted automatically as and when due, without linking with other disbursement
conditions.
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SCHEDULE IV

PARTICULARS OF INTEREST

Name of the Rate of Interest


Lender
IREDA
a) The Borrower shall pay to IREDA interest
on the principal amount of term loan of Rs.
……………… lakhs at the rate of interest
prevalent on the date of each disbursement
corresponding to Grade - IV Borrower as
per CRRS of IREDA. At present the
applicable rate of interest for Grade - IV is
………..% p.a. plus interest tax, if any at the
applicable rate. Further, a discount of
………….% has been given on account of
government buildings. Hence, the effective
interest rate as on date for the project is
…………% p.a. However the effective date
for governing rate of interest would be the
date of each disbursement.

b) The Borrower shall pay to IREDA interest


on the Additional /Bridge Loan against
subsidy/incentive of Rs. ………… lakhs at
the rate prevalent on the date of each
disbursement corresponding to Grade - IV
Borrower as per CRRS of IREDA plus
1.00%. At present the applicable rate of
interest is 11.25% p.a. plus interest tax, if
any at the applicable rate. However the
effective date for governing rate of interest
would be the date of each disbursement.

The said rate of interest at (a) and


(b) above is, however, variable and is
subject to the following terms of interest
Reset Clause:-

The first reset of interest rate shall be


automatically on the date of expiry of 1
year from the date of first disbursement,
whichever is earlier. Subsequently, the
interest rate shall be automatically reset
upon expiry of every 1 year from the date
of first reset/reset plus 1.00% on the
Bridge Loan) or any other rate fixed as per
guidelines of IREDA. The new interest rate
will be the current interest rate for Grade
under the Sector and under the capacity of
project in which it falls as on the date of
reset. The reset interest rate so fixed shall
be effective from the 01 st day of the
next /month completion of 1 year from the
date of first disbursement/last reset/last
swap. Any prepayment of the Loan dues
shall be at the sole discretion of IREDA, and
subject to the payment of applicable
premium as per policy of IREDA.

The Borrower with reset clause, on the


within the reset period of 1 year, shall also
have the option to switch over to current
interest rate applicable for the scheme in
which the loan was sanctioned subject to
payment of the requisite premium, as per
pre-payment policy. However, the said rate
opted will be variable and subject to the
Reset in the above manner. The
disbursement already made till then will
also be governed by the aforesaid Reset
provision.

The Borrower notes that the rate of


interest (a) in respect of Additional/Bridge
Loan against subsidy/incentive, shall be
1.00% higher than the rate corresponding
to Grade - IV projects on every reset/last
swap.

Provided that:-

i) The Borrower, in the event of its committing


default to IREDA in repayment /payment of
installment(s) of principal and interest on due
date(s) and the Borrower is classified as Non-
Performing Asset (NPA) by IREDA in terms of its
Accounting Policy, shall, notwithstanding the rate
of interest mentioned in Clause 2.2 above, pay to
IREDA, other than the further interest and
liquidated damages mentioned hereinafter, interest
on the amount of Loan at the following rate,
whichever is more, as per the applicable Financing
Guidelines of IREDA:-

Rate of interest applicable to “Grade – V” of


the Sector under which the Borrower’s Project loan
has been sanctioned on the date of default by the
Borrower or on the date of sanction by
IREDA/reset interest rate, whichever is higher.

The Borrower notes and agrees that the higher rate of


interest as per the preceding para (i) above shall be
applicable to the Loan till the Loan is upgraded to standard
category from NPA in the records of IREDA and advised to
the Borrower by IREDA in writing.

III) The reset clause mentioned in Clause 2.2 above


shall remain suspended during period of default
(NPA) by the Borrow till the account is upgraded to
standard category by IREDA.
IV)

ii)
-20-

iii) The Borrower agrees and notes that the rate of


interest and Grade of the Borrower as notified by
IREDA as per its records/guidelines from time to
time shall be final and conclusive. The Borrower
shall have no right to dispute the same.

Such interest shall be payable monthly basis on the last


date of each month.
-21-

SCHEDULE V

AMORTISATION SCHEDULE

i) Total Loan amount – Rs. ……………. lakhs (Rupees …………………… only).


shall be repaid as under:-

Number of Date of payment due Payment of Principal


Instalments (Rs. In Lakhs)
First 30-06-2021 0
Second 30-09-2021 0
Third 31-12-2021 0
Fourth 31-03-2022 0
Fifth 30-06-2022 0
Sixth 30-09-2022 0
Seventh 31-12-2022 0
Eighth 31-03-2023 0
Ninth 30-06-2023 0
Tenth 30-09-2023 0
Eleventh 31-12-2023 0
Twelfth 31-03-2024 0
Thirteenth 30-06-2024 0
Fourteenth 30-09-2024 0
Fifteenth 31-12-2024 0
Sixteenth 31-03-2025 0
Seventeenth 30-06-2025 0
Eighteenth 30-09-2025 0
Nineteenth 31-12-2025 0
Twentieth 31-03-2026 0
Twenty First 30-06-2026 0
Twenty Second 30-09-2026 0
Twenty Third 31-12-2026 0
Twenty Fourth 31-03-2027 0
Twenty Fifth 30-06-2027 0
Twenty Sixth 30-09-2027 0
Twenty Seventh 31-12-2027 0
Twenty Eighth 31-03-2028 0
Twenty Ninth 30-06-2028 0
Thirtieth 30-09-2028 0
Thirty First 31-12-2028 0
Thirty Second 31-03-2029 0
Thirty Third 30-06-2029 0
Thirty Fourth 30-09-2029 0
Thirty Fifth 31-12-2029 0
Thirty Sixth 31-03-2030 0
Thirty Seventh 30-06-2030 0
-22-

Thirty Eighth 30-09-2030 0


Thirty Ninth 31-12-2030 0
Fortieth 31-03-2031 0
Total 00

Provided further that:-

i) the Borrower notes and agrees that the maximum grace period (moratorium
period) of 6 months from completion of net metering at all sites or till
………………, whichever is earlier.
ii) the Borrower shall repay the Additional/Bridge Loan, Term Loan
against subsidy/incentive as per the aforesaid Amortization Schedule
or out of the proceeds of subsidy/incentive loan in lump sum directly.

iii) In case the subsidy/incentive is received earlier than the repayment


dates mentioned for Bridge Loan/Term Loan against
subsidy/incentive, the said components of loan shall be repaid
immediately on the dates of receipt of subsidy/incentive and IREDA
shall have the right to adjust the same, without any further
authorization of the Borrower.

In case of any delay in receipt of subsidy/incentive funds from


Borrower shall infuse funds to repay the loan as per the above Schedule.

The Loan will however, be repaid in 00 quarterly instalments.

The Borrower shall pay the interest monthly basis on the last date of each
month during construction and grace period also.

The loan shall be repaid in quarterly instalments payable on 31 st March, 30th


June, 30th September, and 31st December, each year.

The Borrower shall deposit post dated cheques towards repayment of


instalments of principal of Loan amount in accordance with agreed repayment
schedule and instalments of interest payable thereon.

The Borrower agrees, declares and undertakes that post dated cheques shall be
issued on the Main Account of the Borrower, the Borrower shall not cancel the post
dated cheques deposited with IREDA and shall not close the Bank A/c on which post
dated cheques have been issued and also shall not give instructions for stop
payment of the cheques(s) or give any contrary instructions for presentation of
cheques nor change mode of operation of Bank A/c on which post dated cheques
have been issued during the currency of IREDA Loan.
-23-

SCHEDULE VI

SPECIAL CONDITIONS

The Borrower notes, confirms, declares, agrees and undertakes as under:-

A) Pre-disbursement conditions/Execution of Loan Documents

Before availing of loan assistance from IREDA, the Borrower shall have complied
with and furnished/ agrees to comply with the following conditions to the satisfaction
of IREDA:-

Before Execution of the Loan Agreement

i) Submitted Resolution as passed by the Board of the Borrower at a regularly


convened Board Meeting, authorising borrowing of loan as per the Sanction
Letter and execution of Loan Documents in the prescribed form of IREDA.

ii) The Borrower has submitted Auditor’s certificate that the provisions of
Section 180 (1) (a) and (c) of the Companies Act, 2013 are not applicable, it
being a Private Company and not a subsidiary of Limited Company.

iii) Deposited Front End Fee @1.00% of amount of loan sanctioned, plus the
applicable Goods and Service Tax and other applicable Government levies
before or on the date of execution of Loan Agreement. The Front - End Fee
once paid is not refundable in any circumstances.

50% FEF payable within 3 months of Sanction letter date, otherwise


sanction letter shall be cancelled.

Remaining amount shall be paid within the validity period of signing


of Loan Agreement as per sanction i.e. 6 months from the date of issue of
sanction letter.
The total front end fee will have to be paid within the validity period of loan
sanction and in any case before signing of loan agreement. The front end fee is non-
refundable.
Documentation Charges

In addition to Front End Fee, the Borrower has to pay documentation


charges of Rs. 1.00 Lakh plus the applicable Goods and Service Tax and
other applicable Government levies at the time of loan documentation.

iv) Submitted Search Report from the Company Secretary after taking
searches in the Office of Registrar of Companies and records maintained by
the Borrower.

v) Furnished photographs / photocopy of Passport / PAN & DIN of the


Directors / Executives who would execute documents with IREDA on behalf
of the Borrower.
-24-

vi) Submitted No Lien Account opening letter from a Scheduled Bank


foregoing right of set off on the said Account as per IREDA format. The
Borrower on receipt of IREDA Sanction Letter opened a No Lien Account with
a Scheduled Bank and routed all the monies including promoter’s contribution
towards the projects through this account. The Borrower agrees and
undertakes that all the monies including promoter contribution for the project
hereafter shall be routed through this account.

vii) The Borrower agrees and undertakes to IREDA that Borrower shall
not take any loan from any other Banks / FIs over and above the total debt
considered for the project during currency of loan for this project without
IREDA’s prior permission.

viii) The Borrower agrees and undertakes to comply with all the terms and
conditions of Power Purchase Agreement signed between borrower and off
taker.

ix) The Borrower agrees and undertakes that in case IREDA appoints
lender’s engineer, lender’s engineer shall be provided all details as required
and recommendations of the lender’s engineer shall be binding.

x) The Borrower agrees and undertakes to submit all the required


documents related to clearances /NOC’s /approvals including requirements as
per Power Purchase Agreement.

xi) The Borrower agrees and undertakes that any BG amount forfeited
and LD amount levied on the Borrower shall be borne by the Borrower from
its own sources and it shall not be a part of project cost.

xii) The Borrower agrees and undertakes that project shall comply with
minimum technical standards as per MNRE/IPGCL guidelines for rooftop
solar/distributed generation “CEA (Technical Standards for Connectivity of
the Distributed Generation Resources) Regulations 2013”, Indian electricity
code.

xiii) The Borrower agrees and undertakes that in case of non-release of


capital subsidy/ Incentive due to any reason, the Borrower shall repay the
IREDA loan from their own sources.

xiv) The Borrower agrees and undertakes that the complete capital
subsidy/incentive shall be used for repaying the IREDA’s bridge loan against
subsidy.

xv) The Borrower agrees and undertakes that the Capital


Subsidy/incentive as and when received will be transferred to IREDA’s TRA
account.

xvi) The Borrower agrees and undertakes that if capital


subsidy/incentive/grant will have reduced from Rs. 109.71 lakhs which has
been considered during appraisal, then borrower shall bring in difference
amount as promoter contribution and repay IREDA’s bridge loan.

xvii) The Borrower agrees and undertakes to give necessary instructions to


IPGCL/MNRE /Competent authority that all sale proceeds
/subsidy/Grant/Incentive will directly transfer to IREDA Trust & Retention
Account of the project.
-25-

The Borrower agrees and undertakes that if Borrower delays in commissioning of the
project and Subsidy/incentive reduces as per ‘’Achievement Linked Subsidy
scheme’’ / RFS then IREDA bridge loan will be prune down accordingly.
xviii) The Borrower agrees and undertakes that in case of any eventuality,
fire, accidents etc. during life of project, Borrower will ensure the safety of
manpower and equipment at the project site and complete insurance of plant
is maintained during tenure of IREDA loan

xix) The Borrower agrees and undertakes that Borrower shall be


responsible for dismantling of the project equipment like modules, switchgear
etc. after the project life cycle, and disposal of the project equipment in
environment friendly manner.

xx) The Borrower agrees and undertakes that details of water


requirement if any for cleaning of modules and submit undertaking that there
will not be any conflict in usage of domestic potable water.

xxi) The Borrower agrees and undertakes that Borrower shall be


responsible for maintaining the display board /banner displayed at project
site and safety board’s / banners displayed at hazardous locations of site as
per latest format of Ireda, till tenure of the loan by IREDA.

xxii) The Borrower agrees and undertakes to submit ownership proof


/Lease document in support of verification of registered office address.

xxiii) The Borrower agrees and undertakes to certified by the directors /


promoting directors/ guarantors that all the statutory requirements as per
companies act and IT act have been complied with.

xxiv) The Borrower agrees and undertakes that if offtaker terminate the
power purchase agreement then IREDA’s loan shall be repaid by own sources
of the Borrower/promoter Borrower, borrower will give an undertaking to this
effect.

xxv) The Borrower agrees and undertakes to submit certificate from


statutory auditor clearly stating the following:-

 Promoter’s contribution is through legal means with no trace of


money laundering and applicable FEMA / SEBI/ RBI/PMLA regulations
have been adhered to.

 None of the directors and promoting directors/ guarantors have


appeared in the defaulters list of CIBIL and RBI.

xxvi) The Borrower agrees and undertakes that DSRA equivalent to 00 quarter
principal plus interest shall be created within 12 months after first
disbursement short fall in DSRA if any shall be brought in by promoters.

xxvii) The Borrower agrees and undertakes to certified by the directors / promoting
directors/ guarantors clearly mentioning the status of any litigation pending
against the Borrower and its promoters, if any.
-26-

xxviii) The Borrower agrees and undertakes to ensure infrastructure for


implementation and operation of the project.

xxix) The Borrower agrees and undertakes to give irrevocable necessary


instruction/ request letter to offtaker /power purchaser that all sale proceeds
will directly transfer to IREDA Trust & Retention account of the project,
acknowledged copy of the same shall be submitted to IREDA.

xxx) The Borrower agrees and undertakes to submit third party quality
assessment of the modules and mounting structure.

xxxi) The Borrower agrees and undertakes to provide NOC from existing charge
holders.

xxxii) The Borrower has provided requisite Stamp Papers of the State in
which the documents are signed. The Borrower hereby agrees that if the
documents attract Stamp Duty on advelorem basis at the place where the
Borrower’s Registered Office and/or project are situated, the Borrower shall
arrange to have the additional Stamp Duty affixed on the loan documents at
its own cost by lodging the same with the Office of the Collector of Stamps
within the prescribed period.

xxxiii) The Borrower declares and confirms that the Contracts/Sub-


contracts/orders for supply of Plant and Machinery and contracts/Sub-
contracts/orders for Civil Works have not been awarded or proposed to be
awarded to the Firms and Group Companies of the Borrower and that the
directors of the Borrower are not interested/connected in any way in such
Firms/Companies. The Borrower hereby agrees and undertakes that the
Borrower shall obtain prior permission/approval of IREDA for placing order
for machineries/raw materials/services and award of Civil Contracts to the
Machinery Suppliers/Contractors belonging to associate/group Companies.

xxxiv) The Borrower declares and undertakes that none of its Director is
willful defaulter nor its Directors are on the Boards of the companies
declared as willful defaulters within the Guidelines of RBI and that they shall
not induct a director hereafter who is a willful defaulter.

B) General conditions as applicable to the Borrower :

i) The Borrower agrees and undertakes to obtain necessary


clearances/approvals for creating the securities proposed above from the
State Govt. / GOI etc. on their own.

ii) The Borrower agrees and undertakes to submit documents pertaining to the
expenditure incurred / capitalized cost breakup certified by their Statutory
Auditor.

iii) The Borrower agrees and undertakes to depute their own competent
engineers/ qualified technical / experienced personnel for supervision/
monitoring during implementation of the project.

iv) The Borrower agrees and undertakes to provide consent for assignment of
PPA rights to IREDA / Letter of comfort for substitution rights in favor of
IREDA.
-27-

v) The Borrower agrees and undertakes to keep the power plant fully insured
under Standard Fire & Allied perils policy with add on cover of earth quake ,
burglary & house breaking policy, machinery breakdown policy etc., during
the loan period as per the requirement of IREDA.

vi) The Borrower agrees and undertakes to obtain prior approval / NOC from
IREDA for sale of CERs / VERs, if any of the project and shall inform IREDA
on issuance of CERs by UNFCCC.

vii) The Borrower agrees and undertakes to induct / hire competent technical
personnel for ensuring proper operation of the project after expiry of O and
M contracts.

viii) The Borrower agrees and undertakes to IREDA shall have right to appoint
Nominee Director / Concurrent Engineer / Lenders Financial Advisor (LFA) /
Concurrent Auditor for concurrent monitoring of the physical progress and
financial progress of the project.

ix) The Borrower agrees and undertakes that the appraisal has been made as
per the present applicable guidelines governing the rate of interest, its
applicability, reset etc. However, changes if any, effected in these guidelines
on the date of disbursement shall be applicable and IREDA reserves its right
to reappraise the project if so required.

x) The Borrower agrees and undertakes to install necessary equipment to


continuously measure solar radiation, ambient temperature, wind speed and
other weather parameters and simultaneously measure the generation of DC
power as well as AC power generated from the plant. The Borrower shall be
required to submit this data to IREDA on monthly basis for the entire
duration of loan.

xi) The Borrower agrees and undertakes to provide User ID and password details
for on-line access to the generation data pertaining to the project.

xii) The Borrower agrees and undertakes that in case, there is reduction in
project cost of the project, the loan amount shall be reduced proportionately.
xiii) The Borrower shall open Trust and Retention Account (TRA) with any
scheduled Bank (forgoing their right of set off on the said account),
immediately on receipt of IREDA’s sanction letter and thereafter all the
monies including Promoter(s) Contribution towards the project shall be
routed through TRA only. The borrower shall submit the TRA opening letter
from scheduled bank along with the letter accepting the loan sanction.

xiv) The Borrower agrees and undertakes that in case the project is included
under any international line of credit, the Borrower shall provide all the
documents as required by IREDA for onward submission to international
lenders.

xv) The Borrower agrees and undertakes to IREDA has considered, O&M cost for
the project is Rs. 4 Lakh per MW with 3 % escalation annually.
-28-

xvi) The Borrower agrees and undertakes that in case of any major change in
technical design, supplier of equipment i.e. module, inverters etc. and change
in technology, the same may be intimated to IREDA in advance and consent
shall be taken from IREDA for the same.

xvii) The Borrower agrees and undertakes to provide EHS, if required by IREDA.

xviii) The Borrower agrees and undertakes to give updated implementation


schedule giving PERT chart and other details every month clearly indicating
the milestone, dates for completion of various activities.

xix) The Borrower agrees and undertakes to submit to the IREDA every year its
annual audited account statements viz. balance sheet, Profit & loss statement
and the cash flow statement, immediately on these being finalized /
published.

xx) The Borrower agrees and undertakes to provide copy of synchronization


letter/ COD letter of the project from the concerned authority to IREDA
regarding commissioning/Partial Commissioning / synchronization,

xxi) The Borrower agrees and undertakes that in the circumstances when the
actual generation is more than the generation taken at the time of appraisal
then IREDA shall have the right to ask Borrower to repay the loan in advance
to the extent of cash flow can service.

xxii) The Borrower agrees and undertakes to submit all the


Clearances/Approvals/NOCs regarding the project rooftop, Pollution Control
Board, local body/, permission for grid connectivity from the concerned
authority of State Govt., as applicable for the implementation of the project.

xxiii) The Borrower agrees and undertakes to take all possible steps for rain water
harvest and most efficient water conservation methods for cleaning including
proper drainage and recycling /recharge of ground water etc.

xxiv) The Borrower agrees and undertakes that the any additional terms/
modification in terms required as per changes in statutory/ regulatory/ policy
guidelines would be acceptable to the Borrower.

Terms and Conditions to be complied with before first/subsequent


disbursement of loan:

The first/subsequent installment(s) of loan will be released on furnishing /


completion of following:

1. Legal documentation formalities including creation of mortgage in accordance with


Loan Agreement.

2. Formal request for disbursement indicating the plan of utilization of funds and the
items on which expenditure is to be incurred.

3. Furnishing the itemwise physical progress of the project.

4. Inspection of the project


-29-

5. Furnishing of Chartered Accountant's (Statutory Auditors) certificate in IREDA's


prescribed format, interalia, covering the following information/ confirming.

a. Item-wise expenditure already incurred on the project.

b. Utilization certificate of promoter's contribution indicating the expenditure


incurred towards project before opening the No -Lien Account/TRA/Special
Account and after opening No- Lien Account/TRA/Special Account.

c. The promoters having brought in their contribution as stipulated in the Loan


Agreement for 1st disbursement.

6. A copy of latest printed Annual Report of the Borrower duly certified by one of the
Directors or Company Secretary. In case the Annual Report pertains to the financial
year which expired more than six months ago, updated provisional accounts of the
borrower of the current year duly certified by Director(s) / Chief Executive of the
Borrower would need to be furnished.

7. Payment of inspection and legal charges, if applicable.

8. Induction of Nominee Director on the Board, if any, appointed by IREDA.

9. Appointment of Concurrent Auditors / Engineers, if applicable and advised by IREDA.

10. Confirmation that necessary infrastructure has been established to absorb the funds
being requested.

11. Copies of Agreements have been entered into by the borrowers with the Suppliers of
machinery and Contractors, if applicable.

12. The Borrower agrees and undertakes to demonstrate and submit necessary
documents pertaining to all expenditure incurred toward project as per the IREDA’s
requirement.

13. The Borrower agrees and undertakes to submit all documentary proofs for
compliance of technical specifications of all plant and machinery (including module
structure design) as per PPA.

14. The Borrower agrees and undertakes to submit structural engineer report.

15. The Borrower agrees and undertakes to give project expenditure statement duly
certified by Statutory auditor in IREDA format.

16. The Borrower agrees and undertakes to erect the display board /banner indicating
the name of the project, Capacity and name of IREDA as the financier at project site
in IREDA format , and safety board’s / banners to be displayed at hazardous
locations in the plant such as PV panel area, and switchgear etc.

17. The Borrower agrees and undertakes to submit the copy of Industrial All Risk
Insurance policy. In policy IREDA name should be there.

18. The Borrower agrees and undertakes to submit copy of IEC and BIS certificates,
copy of pre dispatch inspection report and flash test report for sample modules and
inverters along with warranty certificates.
-30-

19. The Borrower agrees and undertakes to submit commissioning certificate / partial
commissioning certificate issued by competent authority.

20. The Borrower agrees and undertakes to submit all the required documents related to
clearances / NOC‘s/ approvals from concerned authorities for the project if any.

21. The Borrower agrees and undertakes to submit letter in IREDA format from all
offtaker/power purchaser /competent authority that all sale proceeds will directly
transfer to IREDA Trust & Retention account of the project.

22. The Borrower agrees and undertakes to ensure adequate safety measures are taken
to safety of the project equipment, person in the vicinity of the plant and plant
operational staff as per industry standard practice.

23. The Borrower agrees and undertakes to submit a letter from IPGCL / Competent
authority mentioning that all subsidy/Grant/Incentive will directly transfer to IREDA
Trust & Retention Account of the project in IREDA format.

24. The Borrower agrees and undertakes to submit net metering approval and
installation of net meter at all sites.

25. The Borrower agrees and undertakes to give documents related to unsecured loan.

26. The Borrower agrees and undertakes to provide documents related to subsidy
amount from competent authority.

27. The Borrower agrees and undertakes to provide latest status of account from
existing lenders.

28. The Borrower agrees and undertakes to build up a Debt Service Reserve Amount
(DSRA) equivalent to two (2) quarters’ (Principal + Interest) before taking first
disbursement from IREDA.

Terms and Conditions to be complied before last 5% disbursement

1. The Borrower agrees and undertakes to install SCADA / online remote


monitoring system and associated Systems and submit online access details to
IREDA for online monitoring.

2. The Borrower agrees and undertakes to provide list of assets verified by


authority as per IREDA guidelines /Loan agreement and copy of synchronization
letter/ COD letter of the project along with all permissions/NOC/approval from
the chief electrical inspector.

3. The Borrower agrees and undertakes to submit legally binding O&M contract
agreement with guaranteed performance a terms and conditions as per PPA.

4. The Borrower agrees and undertakes to give fund utilization certificate of IREDA
fund.
-31-

Subsequent Disbursement

1. The subsequent disbursement/s shall be made on pro rata basis to the promoters'
contribution brought in for the project and also taking into account the following, in
addition to, compliance of pending conditions/formalities for earlier disbursements.

2. Conditions laid down at the time of last release of funds have been complied with to
the satisfaction of IREDA unless otherwise permitted to be complied later.

3. Views of Nominee Director, if required, have been obtained.

4. Satisfactory progress on the Implementation of the project.

5. Project inspection by IREDA official or its nominees, if required.

6. Interest payment up-to-date has been received/being adjusted from IDC by IREDA.

7. Reports of Concurrent Auditors, wherever appointed by IREDA are received.

8. Annual Reports as being sought at the time of first disbursement.

9. Documents required to be furnished for claiming reimbursements if any, by IREDA


from International Lenders are submitted.

10. Furnishing of Chartered Accountants (Statutory Auditors) Certificate along with


documents as applicable for first installment of Regular disbursement.

C) Other conditions :

(It is hereby clarified and noted that in case of any conflict between the
conditions stipulated hereunder and the General Conditions hereinbefore,
the General Conditions shall prevail to the extent of conflict between the
conditions hereunder and the Special Conditions)

The Borrower shall submit the following documents/comply with the following
conditions:-

i) Complete legal documentation including creation of security.

ii) Furnish certificate from Borrower’s Statutory Auditors showing the item-wise
expenses incurred on the project and amount already invested in the project and
means of finance for the same with reference to approved component of project
costs/sources of funds.

iii) Compliance of terms and conditions indicated in the Loan Sanction Letter.

iv) The Borrower agrees and confirms that application for obtaining electrical
connection has been tendered to the Electric Utility for the project and necessary
deposit has been made/paid for the said purpose.

v) The Borrower agrees and undertakes that the Borrower shall furnish an
authenticated copy of permission of State Government or other Government
Departments including State Electricity Board, if any, required, for
implementation of the project.
-32-

vi) The Borrower agrees and undertakes that the Borrower shall obtain requisite
approvals / No Objection Certificates/ enter into agreements for implementation
of the project from/with State and Central Government Agencies, particularly
State Electricity Board, State Pollution and Environment Control Board and local
bodies and furnish copies of the same to IREDA, if required.

vii) The Borrower agrees and undertakes the Borrower shall bring in an amount of
Rs. 257.72 Lakhs from equity /internal accruals as its contribution or any such
higher amount required to meet any shortfall if it arises to meet the cost of the
Project as per Means of Finance and/or for working capital requirements. The
Borrower agrees and undertakes that it shall increase its authorised capital, if
required.

viii) The Borrower shall implement the project within the projected time schedule
and within the overall cost of Rs. 623.00 lakhs, in accordance with the
financing plan as approved by IREDA. Cost overrun, if any, shall not be borne by
IREDA and the Borrower and/or Borrower’s promoters will have to arrange at
their own.

ix) The Borrower agrees and undertakes to furnish copy of Plan/Map for the
land/project site to IREDA.

x) The Borrower agrees and undertakes to furnish a detailed schedule of


implementation of the project to IREDA to the satisfaction of IREDA.

xi) The Borrower agrees and undertakes :-

a) To affix plate on the Systems, Machinery and Equipments and to put up a


visible and noticeable Sign Board of at least 6’x4’ size at the site office and
project site indicating that the Project is charged to M/s. Indian Renewable
Energy Development Agency Limited (IREDA) with the details of capacity of
project, and amount financed by IREDA, so long as IREDA's loan subsists.
The name of IREDA shall be clearly legible and easily visible.

b) To put up a visible and noticeable Direction Board at the major roads leading
to Project Site of at least 7’x5’ size with the same details as mentioned in (a)
above.

c) The size of lettering of both i.e., Sign Board and Direction Board, shall be at
least 75% of the size of the lettering used for the Firm’s Name e.g. if the size
of the letters used in Firms Name is 6” then it shall be at least 4.5” for
IREDA’s details and so on. The Letters shall be in bold capital in black on a
white background.

xii) The Borrower shall make arrangements for erection and commissioning of the
said Project to the satisfaction of IREDA.

xiii) A) The Borrower shall keep the mortgaged and charged properties in good
condition at its own cost and shall keep the same insured up to the replacement
value thereof as approved by IREDA (including Surveyor’s fee) the properties
charged/to be charged to IREDA and such of its other properties as are of an
-33-

insurable nature against fire, theft, lightening, explosion, storm, tempest, flood,
earthquake, riot, strike, civil commotion, erection and such other risks as may be
specified by IREDA, and shall duly pay all premia and other sums payable for
that purpose. The insurance in respect of the properties charged/to be charged
to IREDA shall be taken in the joint names of the Borrower and IREDA and any
other person or institution having an insurable interest in the properties of the
Borrower and acceptable to IREDA. The Borrower shall keep deposited with
IREDA, the insurance Policies and renewals thereof.

B) In the event of failure on the part of the Borrower to insure the properties or
to pay the insurance premia or other sums referred to above, IREDA may (but
shall not be obligatory) get the properties insured or pay the insurance premium
and other sums referred to above, as the case may be.

All such sums debited (hereinafter called the “said sums”) shall carry interest
at the rate of 1.00% more than/above the documented rate from the date of
payment till such sums are reimbursed. The said sums shall be reimbursed
within 30 days from the date of demand from IREDA. In case of default in
making such reimbursement within 30 days from the date of notice of demand,
the said sums together with interest applicable shall become payable on the
footing of compound interest with quarterly/monthly rests in the manner as
provided for payment of interest other than defaulted amounts and the Borrower
shall also pay on the defaulted amounts, liquidated damages at the rate of 2.00%
per annum from the expiry of 30 days from the date of notice of demand till
reimbursement.

Further, the Borrower shall provide copies of renewed insurance policies, 15


days prior to the expiry of existing insurance policies, any delay in submission,
will attract 0.5%, over and above the applicable rate of interest.

C) Loss or damage by uncovered risks

The Borrower shall promptly inform IREDA of any loss or damage which the
Borrower may suffer due to any force majeure circumstances or act of God, such
as earthquake, flood, tempest or typhoon, etc., against which the Borrower may
not have insured its properties.

xiv) The Borrower agrees and undertakes to obtain the project clearance for the
Project from State Electricity Board and/or State Government, if required.

xv) The Borrower agrees and undertakes that the Borrower shall not change its
present constitution in any way and the Borrower shall not go for
merger/demerger/amalgamation and/or any scheme of arrangement without
the previous consent of IREDA in writing and IREDA shall have right to
refuse/impose such conditions as it may consider essential.

xvi) The Borrower agrees and undertakes that IREDA's loan will be utilised only
for the project approved by IREDA and to meet the eligible cost of
expenditure and materials and for no other purposes whatsoever.

xvii) The Borrower agrees and undertakes to pay to IREDA the inspection and
legal charges etc., incurred in connection with the project from time-to-time.
-34-

xviii) The Borrower agrees and undertakes not to change supplier(s) of


machinery(ies) as already approved by IREDA, without previous consent of
IREDA in writing.

xix) The Borrower agrees and undertakes to furnish two copies of its Annual Reports
every year to IREDA during the currency of IREDA's loan.

xx) The Borrower agrees and undertakes that the scope of the project beyond the
quantity design, and specifications approved by IREDA shall not be changed
without the approval of IREDA in writing.

xxi) The Borrower agrees and undertakes to use and utilise the project loan money
solely for the project and for no other purposes. The Borrower shall not, without
the prior permission of IREDA invest any part of the loan money advanced by
way of deposits, loans, share capitals or otherwise in any concern. The Borrower
agrees, undertakes and confirms that in case it is found that the Borrower has
not utilised the loan for the purposes for which it has been advanced and/or has
misutilised the loan, the Borrower shall refund/reimburse the loan amount with
interest at the rate of 16.00% p.a. without rebate plus interest tax at the
applicable rate plus liquidated damages to IREDA and the Borrower shall abide
by the decision of IREDA in this behalf.

The Borrower shall ensure as far as feasible at least 25 trees are planted at project site
and in the neighbourhood
xxii) The Borrower agrees and undertakes that it shall not start implementation of the
Project without obtaining IREDA’s approval to designs/drawings/specifications of
the Project proposed to be put up. The Borrower agrees and undertakes that it
shall furnish quarterly progress report(s) and provide other information on the
progress of the work/project including photography of the Project.

xxiii) The Borrower agrees and confirms that all interest, concessions/rebates, if any,
will be available to the Borrower on the condition that the Borrower pays the
instalments of loan and interest on or before due dates and the Borrower shall
abide by the decision of IREDA. The post dated cheques, if stipulated are to be
given for the gross amount.

xxiv) The Borrower agrees and undertakes to IREDA that the Borrower shall not ask
for release of last 5% of the loan amount for the project until the project has
been commissioned and/or Commissioning Certificate issued by the State
Electricity Board or any other prescribed Authority has been furnished to the
satisfaction of IREDA and that the Borrower shall abide by the decision of IREDA
and shall not raise any objection thereto.

xxv) The Borrower agrees and undertakes to IREDA that if any subsidy and/or Grant
and/or loan is sanctioned to the Borrower by any Bank/Institution/Government
and/or Government Agency over and above the amounts mentioned in the
Means of Finance, the same shall be utilised towards reduction of loan of IREDA
and that the Borrower shall abide by the decision of IREDA.
-35-

xxvi) The Borrower agrees, notes and confirms that if any subsidy is sanctioned by
Government/Government Agency and which subsidy is routed/monitored by
IREDA, IREDA shall pass on interest subsidy to the Borrower by way of
adjustment only after the dues of IREDA for relevant quarter has been paid in
full by the Borrower and that the Borrower shall abide by the decision of IREDA.

xxvii) The Borrower declares that the Borrower does not belong to any Group in the
country going by the principle of commonality of Management and Effective
Control by other Companies. Supported by Auditor’s certificate.

xxviii) The Borrower notes and confirms that IREDA shall have the right to
review/revoke the sanction of loan to the Borrower and in case loan has already
been disbursed to withhold disbursement of balance loan and to recall the loan
already advanced in the event of subsequent developments coming to the notice
of IREDA, which may materially affect the health of the Borrower and if Borrower
comes to the conclusion that the Borrower shall not be able to implement the
Project and the Borrower shall abide by the decision of IREDA.

xxix) The Borrower agrees and confirms that in case the Borrower commits default in
repayment of the loan/advances or in repayment/payment of installment of
interest or any other agreed installment of the loan on due date/s, IREDA shall
have an unqualified right to disclose or publish the Borrower’s name and names
of its Directors as defaulters in such manner and through such medium as IREDA
in its absolute discretion may think fit and that the Borrower shall not raise any
objection thereto.

xxx) The Borrower agrees and undertakes to IREDA that if any loan and/or subsidy
and/or grant and/or incentive and/or benefit is/are sanctioned/granted to the
Borrower under Clean Development Mechanism/Programme and/or Carbon
Credit Programme by any Bank/Institution and/or State Govt. and/or Central
Govt. and/or Govt. Agency and/or by Foreign Country and/or by a International
Agency and/or by any International Institution, the Borrower shall obtain No
Objection/Clearance in writing from IREDA before availing of loan and/or
Subsidy and/or Grant and/or incentive/benefits under the above programmes
and the Borrower shall abide by the decision of IREDA.

xxxi) The Borrower agrees and undertakes to IREDA that if any loan and/or subsidy
and/or grant and/or incentive and/or benefit is/are sanctioned/granted to the
Borrower under Clean Development Mechanism/Programme and/or Carbon
Credit Programme by any Bank/Institution and/or State Govt. and/or Central
Govt. and/or Govt.Agency and/or by Foreign Country and/or by a International
Agency and/or by any International Institution and which loan and/or Subsidy
and/or Grant and/or Incentive and/or benefit is/are not provided in the means of
Finance as approved by IREDA, the same shall be utilised towards reduction of
loan of IREDA and that the Borrower shall abide by the decision of IREDA and
that the Borrower shall not raise any objection thereto.

xxxii) The Borrower notes that IREDA has sanctioned loan of Rs. 365.28 lakhs to the
Borrower for setting-up of 1.38 MW Solar Rooftop Project already set up on the
roof of various Government Buildings located in the Union Territory of Delhi
under RESCO Model. In this connection, the Borrower agrees and undertakes
-36-

that in case, circumstances so warrant and in case it is decided by IREDA at its


sole discretion and which decision shall be binding on the Borrower, IREDA shall
reserve/have the right to ask the Borrower to hive – off the present project being
financed by IREDA from other projects of the Borrower by transferring the
present project so hived –off to a new Company to be incorporated for the said
purpose and the Borrower shall complete the formalities to give effect to this
condition within time bound programme as may be intimated by IREDA to the
Borrower.

xxxiii) The Borrower agrees and undertakes that the Borrower shall furnish to IREDA
list of all the Directors on its Board alongwith list of the companies in which they
are interested as Directors and that the said list shall be furnished to IREDA on
or before signing of the Loan Agreement and at every time when new Director is
taken on its Board till such time as loan of IREDA is paid in full.

xxxiv) The Borrower further agrees, undertakes and confirms that the Borrower shall
not induct any Director on its Board and which Director is also a Director in other
company(ies) and which company(ies) have been declared/identified as Willful
Defaulters within the guidelines as issued by RBI. The Borrower further agrees
and undertakes that in case it is observed by the Borrower, subsequently, at any
stage during the currency of IREDA’s loan that its Director/s are Director/s of
companies which have been declared/identified as Willful Defaulters, the
Borrower shall take expeditious/effective steps to drop/remove such a Director
from its Board by requesting the concerned Director to resign as Director and the
Borrower shall keep IREDA informed of the same from time to time.

xxxv) The Borrower agrees, notes and undertakes that while procurements of
Equipments, Plant and Machinery from Machinery Suppliers and award of civil
works to Civil Contractors shall be one to one transaction(s) between the
Borrower and Machinery Suppliers and Civil Contractors and that IREDA shall in
no way to be responsible/liable for the contractual obligations between the
Borrower and Suppliers/Contractors, however, the Borrower shall obtain prior
approval in writing of IREDA if the procurement of equipments, plant and
machinery is made from the Machinery Suppliers and Civil Contracts are awarded
to Firms and Companies which are Group Companies of the Borrower and in
Firms and Companies the Directors of the Borrower are associated/ interested in
one way or the other before signing of Machinery Supplies Agreement/Award of
Civil Contracts. This is to be ensured besides compliance of provisions of
Companies Act, 1956 and under the provisions of Companies Act, 2013 and other
applicable laws before entering into Agreements/Contracts with Firms, Group
Companies including Firms and companies where the Directors of the Borrower
are associated/are interested. In cases where the equipments, plant and
machinery are procured from Machinery Suppliers and/or civil contracts are
awarded to contractors which do not belong to the Firm and Group Companies of
the Borrower and Directors of the Borrower are not connected in any way with
such Firm/ Group companies, in those cases, the Borrower shall give suitable
Declaration to that effect on or before signing of Loan Agreement with IREDA
and that the Borrower shall abide by the decision of IREDA.

xxxvi) The Borrower agrees and undertakes that it shall forward to IREDA Post
Commissioning Monitoring quarterly progress report and other information in the
prescribed form of IREDA at the end of each quarter and these quarterly reports
shall continue to be submitted to IREDA by the Borrower until the entire loan of
IREDA has been repaid in full.
-37-

xxxvii) The Borrower agrees and undertakes to IREDA that it shall not go for borrowing
of loan from any financial institution/Bank over and above the approved means
of finance and/or for setting up new project and/or for substantial expansion of
existing project/s involving having capital expenditure without prior written
approval of IREDA.

xxxviii) The Borrower declares and confirms that the Borrower is duly complying with the
provisions of the Companies Act, 1956/Companies Act, 2013 as applicable, in all
respects and there is no default on this account as on date. The Borrower further
agrees and undertakes that it shall comply with the provisions of the Companies
Act, 1956/Companies Act, 2013 and shall not commit any default hereafter.

xxxix) The Borrower confirms that no Director of the Company has been disqualified
under the provisions of Section 274 on non-compliances of the requirements of
Companies Act 1956 and under the provisions of Companies Act, 2013.

xl) The Borrower notes and agree that IREDA shall have the right to debit all
expenses incurred on inspection (including the visit prior to sanction of project)
and monitoring charges of project involving IREDA’s loan shall be borne by the
Borrower.

xli) The Borrower agrees and undertakes that IREDA shall have the right to appoint
Concurrent Engineers /Auditors, if required.

xlii) The Borrower agrees and undertakes that it shall follow transparent and
competitive bidding procedure for procurement and shall demonstrate that the
procurement procedures adopted by them are appropriate to the circumstances
and that the quality goods, services and works are purchased at reasonable and
competitive prices. The Borrower shall provide all such information and
documents reasonably required in connection with the procurement of any
goods, service and works to be financed by IREDA. In case the loan is sanctioned
against international lines of credit such as the World Bank, Asian Development
Bank, KFW etc. the relevant procurement procedures stipulated for competitive
bidding will be followed by the Borrower.

xliii) The Borrower agrees and undertakes that liability/losses incurred for
faulty/wrong purchases of equipment and other items, if any will be at the cost
and risk of the Borrower and the Borrower shall be responsible for the same.

xliv) The Borrower shall use Energy Efficiency Appliances for the plants and its
auxiliaries.

xlv) The Borrower shall explore and use of Smart Grid wherever feasible while
implementing IREDA supported project.

xlvi) The Borrower hereby agrees and undertake to provide Net Worth Certificates on
every year of the guarantor/guarantors for the records and examination of IREDA
w.r.t any change in Assets which affects the Net worth of the
guarantor/Guarantors thereby affecting securities provided to IREDA.

xlvii) The Borrower declares and confirms that the Borrowers as well as Bidders /
Suppliers / Contractors of the Borrower have observed the highest standards of
ethics during the procurement and execution of such contracts and the Borrower
-38-

hereby further agrees, declares, confirms and undertakes as under:-

a) (i) The Borrower or its Bidders/Suppliers/Contractors have not indulged


in and shall not indulge in any “corrupt practice” meaning the
offering, giving, receiving or soliciting of anything of value to
influence the action of a public official in the procurement process or
in contract execution; and

(ii)The Borrower or its Bidders/suppliers/ contractors have not indulged


in and shall not indulge in “fraudulent practice” meaning a mis-
representation of facts in order to influence a procurement process or
the execution of a contract to the detriment of the Borrower, and
includes collusive practice among Bidders (prior to or after bid
submission) designed to establish bid prices at artificial non-
competitive levels and to deprive the Borrower of the benefits of free
and open competition.

b) The Borrower notes and agrees that IREDA will have the right to reject a
proposal for award if it determines that the Bidder recommended for
award has engaged in corrupt or fraudulent practices mentioned in
Clauses No. C (xli) (a) (i) and (ii) above, in competing the contract in
question;

c) The Borrower notes and agrees that IREDA will have the right to declare
a firm/entity in-eligible, either indefinitely or for a stated period of time,
to be awarded a IREDA-financed contract if it at any time determines that
the firm /entity has engaged in corrupt or fraudulent practices in
competing for, or in executing, a IREDA-financed contract.

xlviii) The Borrower agrees and undertakes that Environmental and Social Covenants
compliance:-

a) Borrower shall provide all information related to Environmental and Social


Management aspects to IREDA.

b) Borrower shall agree to fully comply with all applicable national


Environmental, Occupational Health and Safety, Social Laws and Regulations
and Core Labor Standards during construction, operation and
decommissioning.

c) Borrower shall develop and submit the following plans to IREDA within one
month of signing loan agreement:-

i. Environment Management Plan (Land, Water, Waste, etc)


ii. Occupational Health & Safety Plan
iii. Social Management and Community Health, Safety & Security Plan
iv. Grievance Redressal Plan

d) Borrower shall conduct a detailed Environmental & Social Impact Assessment


of the project if required.
-39-

e) Maintain and abide by the Environmental Clearance from Ministry of


Environment and Forest, GOI or the State Pollution control board, air and
water consents (to establish and operate), hazardous waste authorization, if
applicable.

f) Provide a copy of the various certifications of the borrower and the


contractors such as ISO (International Organization for Standardization),
OHSAS (Operational Health & Safety Assessment Series), etc, if available.

g) Provide response to periodic information requests on Environmental & Social


compliance and performance by IREDA.

h) Air, Water and Soil

i. Use (hazardous) chemicals with proper safeguards, store and dispose


them properly, so as not to contaminate air, water and soil.
ii. Prevent any form of land erosion or degradation to the extent possible.
iii. Have proper storage facility for material (like transformer oil, batteries,
etc), so as not to percolate to ground. Also have a spill prevention and
response plan to control any inadvertent leakage or spillage.
iv. Restrict the construction activity to the day time so as not to create
noise during night, if project site is close to habitation.
v. Prevent any form of disturbance to the heritage sites, protected areas,
national parks, wildlife sanctuaries, community reserves, estuaries,
mangroves or any other biodiversity rich or biologically sensitive areas.

i) Waste

i. Reduce the amount of waste by improving the process or recycling.


ii. Have and implement waste management plan with responsibilities
allocated to officials.
iii. Take precautions in waste disposal, such as not dumping liquid or solid
waste in public places and water bodies.

j) Labor

i. Ensure the health & safety of employees, labors and neighbors.


ii. Not employ children below 14 years of age, as per The Child and
Adolescent Labour Act of 1986.
iii. Ensure emergency preparedness at the site against fire, flood or any
other untoward incident.
iv. Provide basis amenities to temporary as well as permanent labor such
as drinking water and sanitation. Special arrangements for female
workers.
v. Prefer local labor and give employment opportunities to the locals
wherever possible.
vi. In case of migratory labor, arrange for their accommodation and
inform them about local customs and practices, so as not to affect the
locals in any negative manner.
-40-

k) Community

i. Avoid any human resettlement or displacement due to the project to


the extent possible.
ii. Ensure that there is no negative impact on the livelihood of the people
affected directly or indirectly.
iii. Be gender sensitive and gender equitable during project planning,
construction and operations.
iv. Take measures to protect the interest of the vulnerable groups such as
elderly, children and women.
v. Ensure that there is no disturbance to the indigenous community or
scheduled tribes, in existing in the region of project implementation.
vi. Evaluate and undertake community development measures
considering the socio-economic profile of the region.

l) Promptly notify (within a week) IREDA upon receipt of notice, of any event
having a direct or potential material adverse effect on environmental,
occupational health & safety, labor issues, adjacent populations or that has
attracted the adverse attention of outside parties, created adverse press
reports or created potential liabilities, including any Environmental or Social
claim as well as any measures taken to mitigate or remedy the effects or
cause of such event.

SOLAR POWER

a) Have a proper water procurement plan for the lifetime of the project and
submit the same to IREDA.
b) Employ water efficient panel cleaning methods such as dry mopping, robotic
cleaning, etc.
c) Obtain permission from concerned authorities before drawing ground water
and ground water should not be drawn in the areas notified under
Environmental (Protection) Act, 1986 by Central Ground Water Authority for
control and regulation of ground water.
d) Develop a rain water harvesting facility to recharge ground water.
e) Ensure the quality of cleaning water so as not to hamper the efficiency of
panels and install treatment facility if required.
f) Regularly monitor and keep a record of water consumption in the plant.
g) Avoid diversion of water meant for other purposes such as drinking, domestic
consumption and irrigation.
h) In case, water for the project is being supplied through water tankers, they
should have requisite license from authorities and should have signage ’Not
for Drinking use". 
i) Avoid wastage of water in any form.
j) The ground below the mounting structure should be properly maintained so
as to minimize dust and prevent shading.
-41-

IN WITNESS WHEREOF the Borrower has caused its Common Seal to be


affixed hereto and to a duplicate hereof on the day, month and year first hereinabove
written and IREDA have caused the same and the said duplicate to be executed by the
hand of Shri _______________________________________________________ of
IREDA, as hereinafter appearing.

THE COMMON SEAL OF THE M/s.


………………………. has pursuant to the
Resolutions of its Board of Directors passed
in that behalf on the ………day …………,
2021 hereunto been affixed in the presence
of Shri ……………. Authorised Personof the
Borrower who have signed these presents
in token thereof.

SIGNED AND DELIVERED BY the within


named Indian Renewable Energy
Development Agency Limited by the hand
of Shri
____________________________,
__________________________________
an authorised official of IREDA.
UNATTESTED DEED OF HYPOTHECATION

THIS DEED OF HYPOTHECATION executed at New Delhi on this …………. day of …………..,
2021 by M/s. ………………… Private Limited a Company within the meaning of the
Companies Act, 2013 and having its Registered Office at ……………………………………….., in
the State of ……… (hereinafter referred to as the “Borrower” which expression shall, unless
it be repugnant to the subject or context thereof, include its successors and assigns) in
favour of
-2-

INDIAN RENEWABLE ENERGY DEVELOPMENT AGENCY LIMITED, a Company


incorporated under the Companies Act, 1956 and having its Registered Office at India
Habitat Centre Complex, Core 4-A, East Court, Ist Floor, Lodi Road, New Delhi – 110 003
and Corporate Office at 03rd Floor, August Kranti Bhawan, Bhikaiji Cama Place, New Delhi –
110 066 (hereinafter referred to as the “IREDA”, which expression shall unless it be
repugnant to the subject or context thereof include its successors and assigns).

WHEREAS

1) By an Agreement dated ……….. day of ………………, 2021, entered into between the
Borrower and the IREDA (hereinafter referred to as the “Loan Agreement”) IREDA has
agreed to lend and advance to the Borrower and the Borrower has agreed to borrow
from IREDA on the terms and conditions contained in the Loan Agreement sum not
exceeding Rs. ……………. lakhs (Rupees ………………………..only) (hereinafter referred to
as “the Loan”).

2) One of the conditions of the Loan Agreement is that the Loan together with all interest
at the agreed rate, further interest, liquidated damages, premia on prepayment or on
redemption, costs, charges expenses and other monies whatsoever stipulated in the
Loan Agreement shall be secured, inter alia, by way of hypothecation by -

(i) Exclusive Charge on all the Borrower’s movables including movable machinery,
machinery spares, tools and accessories pertaining to ………… MW Solar Rooftop
Project already set up on the roof of various ……………. Buildings located in the
Union Territory of Delhi under RESCO Model (Project No. 0000), and elsewhere
both present and future.

(ii) Exclusive Charge on all Receivables of Power generated from the above
proposed Solar PV Power Projects and all other receivables wherever lying or
held in Trust and Retention Account opened /to be opened with a Scheduled
Bank including any other monies credited therein or held by or due from all
purchaser of power and any other receivables from the above project, by way of
Exclusive First Charge,

3) IREDA have called upon the Borrower to execute these presents which the Borrower
has agreed to do in the manner hereinafter expressed.

NOW THEREFORE THESE PRESENTS WITNESSETH THAT :

1) In pursuance of the Loan Agreement and in consideration of IREDA having lent and
advanced and/or agreed to lend and advance the Loan of Rs. ………….. lakhs (Rupees
……………………….. only) to the Borrower for the purposes and subject to the terms and
conditions set out in the Loan Agreement and in consideration of the premises, the
Borrower doth hereby covenant with IREDA that it shall repay the Loan to IREDA and
shall pay interest at the agreed rates, further interest, liquidated damages, premia on
prepayment or on redemption, costs, charges and expenses and all other monies as
stipulated and in the manner set out in the Loan Agreement and shall duly observe and
perform all the terms and conditions of the Loan Agreement.
-3-

2) In pursuance of the Loan Agreement for the consideration aforesaid –

(i) the whole of the movable properties of the Borrower including its moveable
plant and machinery, machinery spares, tools and accessories and other
movables, pertaining to ………. MW Solar Rooftop Project already set up on
the roof of various …….. located in the ……………….(Project No. 0000) and
elsewhere both present and future whether installed or not and whether now
lying loose or in cases or which are now lying or stored in or about or shall
hereafter from time to time during the continuance of these presents be
brought into or upon or be stored or be in or about all the Borrower’s Solar
PV Power Project, factories, premises and godowns wherever the same may
be or be held by any party to the order or disposition of the Borrower or in
the course of transit or on high seas or on order or delivery, by way of
Exclusive Charge, and

(ii) all Receivables of Power generated from the above proposed Solar PV Power
Projects wherever lying or held in Trust and Retention Account opened /to be
opened with a Scheduled Bank including any other monies credited therein or
held by or due from any purchaser of power including but not limited to the
following, by way of Exclusive First Charge

PLANT DC Status
SR.NO. PROJECT NAME ADDRESS CAPACITY
(kW)

Total
-4-

(hereinafter collectively referred to as “the said Goods”) short particulars whereof


are given in the Schedule hereto, are hereby hypothecated to IREDA as security for
and be charged with the repayment of loan and repayment or payment of other
monies including all interest, further interest, liquidated damages, premia on
prepayment or on redemption, costs, charges and expenses and all other monies
due to IREDA under the Loan Agreement if any, and these present.

3) In further pursuance of the Loan Agreement and for the consideration aforesaid the
Borrower doth hereby further agree, declare and covenant with IREDA as follows :-

(i) The Borrower shall at its expense keep the said Goods in marketable and good
condition and insure the same in the joint names of the Borrower and IREDA as
provided in the Loan agreement against any loss or damage by theft, fire, lightning,
earthquake, explosion, riot, strike, civil commotion, storm, tempest, flood, marine
risk, erection risk, war risk and such other risks as IREDA shall from time to time
require, with an insurance company or companies. The Borrower shall deliver to
IREDA the relevant policies of insurance duly assigned to IREDA and maintain such
insurance through out the continuance of the security of these presents and deliver
to IREDA the renewal receipts therefor and shall duly and punctually pay all premia
and shall not do or suffer to be done or omit to do or be done any act which may
invalidate or avoid, such insurance. In default IREDA may (but shall not be bound
to) keep in good condition and render marketable the said Goods and take
out/renew such insurance. Any premium paid by IREDA and any costs, charges and
expenses incurred by IREDA shall forthwith on receipt of a notice of demand from
IREDA be reimbursed to IREDA together with interest thereon at the applicable rates
from the date of payment and until such reimbursement by the Borrower the same
shall be debited to the Borrower’s Loan Account and be a charge on the said Goods.

(ii) The nominees of IREDA shall, without any notice and at the risk and expense of the
Borrower, be entitled at all times to enter any place where the said Goods may be
and inspect value insurance, superintend the disposal of and take particulars of all or
any part of the said Goods and check any statement, accounts, reports, and
information.

(iii) In the event of any breach or default by the Borrower in the performance of its
obligations, hereunder or any of the terms, covenants, obligations and conditions
stipulated in the Loan Agreement or the related security documents or the deeds
executed or that may hereafter be executed by the Borrower in favour of IREDA or
in the event of the Borrower failing to pay either the interest or any instalment/s of
the principal of the Loan, or in the event of the charge or the security created in
favour of IREDA having become enforceable for any reason whatsoever, IREDA or
their nominees shall, in case such breach or default is not remedied by the Borrower
to the satisfaction of IREDA within a period of 15 days from the date of intimation by
IREDA of such breach or default or such extended time as may be granted by IREDA
in writing, without any notice and without assigning any reason and at the risk and
expense of the Borrower and if necessary as Attorney for and in the name of the
Borrower be entitled to take charge and or possession of seize, recover receive and
remove them and or sell by public auction or by private contract dispatch or consign
for realisation or otherwise dispose of or deal with all or any part of the said Goods
without the intervention of the Courts/Tribunals and to enforce, realise, settle,
compromise dispose and deal with any rights or claims relating thereto without
being bound to exercise any of these powers or be liable for any losses in the
exercise or non-exercise thereof and without prejudice to IREDA’s rights and
remedies of suit or otherwise and Notwithstanding any pending suit or other
proceeding, the Borrower
-5-
undertakes to give immediate possession to the nominees of IREDA on demand of
the said Goods and to transfer, and to deliver to IREDA all relative bills, contracts,
securities and documents and the Borrower hereby agrees to accept IREDA’s
account of sales and realisations as sufficient proof of amounts realised and relative
expenses and to pay on demand by IREDA any shortfall or deficiency thereby
shown, provided however that IREDA shall not be in any way liable or responsible
for any loss, damage or deprecation that the said Goods may suffer or sustain on
any account whatsoever whilst the same are in possession of IREDA or by reason of
exercise or non exercise of rights and remedies available to IREDA as aforesaid and
that all such loss, damage or deprecation shall be wholly debited to the Loan
Account of the Borrower, howsoever the same may have been caused.

4) IREDA at any time after the security hereby constituted has become enforceable and
whether or not IREDA shall then have entered into or taken possession of and in
addition to the powers herein before conferred upon IREDA after such entry into or
taking possession of may have Receiver or Receivers appointed of the said Goods or
any part thereof. The following provisions shall also apply to such Receiver.

a) Unless otherwise directed by IREDA, such Receiver shall have and exercise all
powers and authorities vested in IREDA.

b) Such Receiver shall, in the exercise of his powers, authorities and discretions,
conform to the regulations and directions from time to time made and given by
IREDA.

c) IREDA may from time to time fix the remuneration of such Receiver and shall
direct payment thereof out of the said Goods, but the Borrower alone shall be
liable for the payment of such remuneration.

d) IREDA may from time to time and at any time require such Receiver to give
security for the due performance of his duties as such Receiver and may fix the
nature and amount of the security to be given to IREDA but IREDA shall not be
bound to require such security in any case.

e) IREDA may pay over to such Receiver any monies constituting part of the
securities to the intent that the same may be applied for the purpose hereof by
such Receiver and IREDA may from time to time determine what funds the
Receiver shall be at liberty to keep in hand with a view to the performance of his
duties as such Receiver.

f) Every such Receiver shall be the agent of the Borrower for all purposes and the
Borrower alone shall be responsible for his acts and defaults loss or misconduct
and liable on any contract or engagement made or entered into by him and for
his remuneration and IREDA shall not incur any liability or responsibility therefor
or by reason of their making or consenting to his appointment as such Receiver.

5) All the said Goods and all sale realisations and insurance proceeds thereof and all
documents under this security shall always be kept distinguishable and held as the
exclusive property of IREDA specifically appropriated to this security and be dealt
with only under the directions of IREDA and the Borrower shall not create any
charge, mortgage, lien or other encumbrances upon or over the same, or any part
thereof except in favour of IREDA nor suffer any such charge, mortgage, lien or
other encumbrance or any attachment or distress to affect the same or any part
thereof nor do or allow any thing that may prejudice this security and IREDA shall be
at liberty to incur all cost and expenses as may be necessary to preserve this
security and to maintain the same undiminished and claim reimbursement thereof as

-6-

mentioned in sub clause (i) hereof PROVIDED that except to the extent specifically
permitted by IREDA, the Borrower shall not sell all or any of the said Goods. The
Borrower shall on any and every such sale pay to IREDA, if so, required by them, the
net proceeds of the sale or disposal in satisfaction, so far as the same shall extent,
of the monies, due and payable by the Borrower may without payment to IREDA, if
IREDA so agree, replace the outmoded equipment by equipment of equivalent or
greater value.
6) The Borrower shall, whenever required by IREDA, give full particulars to IREDA of all
the assets of the Borrower and of the said Goods and shall furnish and verify all
statements, reports, returns, certificates and information from time to time and as
required by IREDA and make furnish and execute all necessary documents to give
effect to.
7) This security shall be a continuing security for repayment of the loan together with
all interest, further interest, liquidated damages, pemia on prepayment or on
redemption and repayment or payment of all other monies due to IREDA under the
Loan Agreement and these presents, and shall not affect, impair or discharge the
liability of the Borrower by winding up (voluntary or otherwise) or by any merger or
amalgamation, reconstruction or otherwise of the management or nationalization of
the undertaking of the Borrower.

8) The Borrower hereby declares that the said Goods are and will at all times be the
absolute property of the Borrower at the sole disposal of the Borrower and subject to
the charges created and/or to be created with the specific permission of IREDA be
free from any prior charge, trust, pledge, lien, claim or encumbrance and as to
future goods the same shall likewise be the unencumbered absolute and disposable
property of the Borrower with full power of disposition over the same provided that
the Borrower shall be entitled at all times to sell or dispose of the Bankers’ Goods in
the ordinary course of business as may be permitted by IREDA in writing and also to
hypothecate the Bankers Goods by way of first charge in favour of its Bankers as
may be permitted by IREDA in writing such charge(s) in favour of the Bankers to
rank in priority over the charge hereby created.

9) The Borrower hereby appoints IREDA as its attorney and authorises IREDA to act for
and in the name of the Borrower to do whatever the Borrower may be required to do
under these presents and generally to use the name of the Borrower in the exercise
of all or any of the powers by these presents conferred on IREDA and the Borrower
shall bear the expenses that may be incurred in this regard.

10) Nothing herein shall prejudice the rights or remedies of IREDA in respect of any
present or future security, guarantee, obligation or decree for any indebtedness or
liability of the Borrower to IREDA.

11) The provisions contained herein shall be read in conjunction with the provisions of
the Loan Agreement as amended from time to time and to the extent of any
inconsistency or repugnancy the latter shall prevail to all intents and purposes.

12) The Borrower hereby agrees and confirms that Civil Courts/Tribunals in Delhi/ New
Delhi alone shall have jurisdiction to entertain any suit or other legal proceedings
arising out of this Deed of Hypothecation.
-7-

SCHEDULE REFERRED TO ABOVE

(Short particulars of movables properties)

(i) The whole of the movables properties of the Borrower, pertaining to ………. MW
Solar Rooftop Project already set up on the roof of various …………….. Buildings
located in the ……………….. under RESCO Model (Project No. 0000), and elsewhere
including its movables plant and machinery, machinery spares, tools and accessories
and other movables, both present and future whether installed or not and whether
now lying loose or in cases or which now lying or stored in or about or shall
hereafter from time to time during the continuance of security of these presents be
brought into or upon or be stored or be in or about all the Borrower factories, Solar
PV Power Projects, premises and godowns wherever the same may be or be held by
any party to the order disposition of the Borrower or in the course of transit or on
high seas or on order, or delivery, however/ and wheresoever in the possession of
the Borrower and either by way of substitution or addition, by way of exclusive
charge, and

(ii) all Receivables of Power generated from the above proposed Solar PV Power Projects
wherever lying or held in Trust and Retention Account opened /to be opened with a
Scheduled Bank including any other monies credited therein or held by or due from
any purchaser of power including but not limited to the following, by way of Exclusive
First Charge

(iii)
PLANT DC Status
SR.NO. PROJECT NAME ADDRESS CAPACITY
(kW)

8
9

Total

IN WITNESS WHEREOF the Borrower has caused its Common Seal to


be affixed hereto on the day, month and year first above.

THE COMMON SEAL OF THE M/s.


……………………………………………………………
…………………………. Private Limited has
pursuant to the Resolutions of its Board of
Directors passed in that behalf on the
…………. day of …………, 2021 hereunto
been affixed in the presence of Shri
………………………………………… Authorised
Person of the Borrower who have signed
these presents in token thereof.
DEED OF GUARANTEE

THIS DEED OF GUARANTEE executed at New Delhi this ____ day of ____________, 2020,
by 1) Shri …………………… son of Shri __________________ aged ____ years residing at
_________________________________________, in the State of ___________________,
2) Shri …………………………… son of Shri __________________ aged ____ years residing at
_________________________________________, in the State of ___________________,
-2-

3) Shri ……………….. son of Shri __________________ aged ____ years residing at


_________________________________________, in the State of ___________________,
and 4) Shri ……………………. son of Shri __________________ aged ____ years residing at
_________________________________________, in the State of ___________________,
(hereinafter referred to as "the Guarantors", which expression shall, unless
excluded by or repugnant to the subject or context thereof, include their respective
heirs, executors and administrators) of the one part; and Indian Renewable Energy
Development Agency Limited, a Company incorporated under the Companies Act, 1956 (1
of 1956) and having its Registered Office at Core-4A, East Court, Ist Floor, India Habitat
Centre, Lodi Road, New Delhi - 110 003 and Corporate Office at 03 rd Floor, August Kranti
Bhawan, Bhikaiji Cama Place, New Delhi – 110 066 hereinafter referred to as "IREDA",
(which expression shall, unless excluded by or repugnant to the subject or context thereof,
include its successors and assigns) of the OTHER PART.

WHEREAS

(1) At the request of M/s. ………………….. Private Limited, a Company within the meaning
of the Companies Act, 2013 and having its Registered Office at
………………………………………………………………………….., in the State of ………….. (hereinafter
called the Borrower) and at the request of the Guarantors, IREDA had agreed to lend and
advance to the Borrower Term Loan not exceeding ……………..lakhs (Rupees
……………………………………. only) (hereinafter referred to as the "Loan") for its project
envisaging setting up of ……… MW Solar Rooftop Project already set up on the roof of
various …………. Buildings located in the …………… under ………….. (Project No. 0000) on the
terms and conditions contained in the Loan Agreement dated 19-01-2021 entered into
between the Borrower and IREDA, (hereinafter referred to as the "Loan Agreement"), the
terms, conditions and provisions whereof have been noted by the Guarantors, which, inter-
alia, stipulated that an unconditional and irrevocable guarantee should be given by the
Guarantors for due repayment of the loan and payment of all other monies payable by the
Borrower in the form and manner prescribed by IREDA before any part of loan is disbursed
to the Borrower.

(2) Accordingly at the request of the Borrower the Guarantor(s) have agreed to give the
requisite guarantee in the form and manner hereinafter expressed.

(3) At the request of Guarantors, IREDA has agreed to make to the Borrower,
disbursements/interim disbursements from out of the loan.

NOW THIS DEED WITNESSETH AS FOLLOWS :

That in pursuance of the above said agreement and in consideration of the premises, the
Guarantors hereby JOINTLY AND SEVERALLY unconditionally and irrevocably guarantee and
agree with IREDA as follows:

(1) IREDA shall have the sole discretion to make disbursement(s) and/or interim
disbursements to the Borrower and of the loan.

(2) The Borrower shall duly and punctually repay the loan of Rs. …………. lakhs (Rupees
…………………. …………… only) and pay all interest, additional interest, premium on
premature repayment and other monies in accordance with the Agreement and perform and
comply with all the other terms, conditions and covenants contained in the Loan
Agreement;
-3-

(3) In the event of any default on the part of the Borrower in repayment of the principal
sum of the loan i.e. Rs. ……. lakhs (Rupees …………….only) and/or payment of interest
and/or other monies in accordance with and in the manner provided in the Loan Agreement
or in the event of any default on the part of the Borrower to comply with or perform any of
the terms, conditions and covenants contained in the Loan Agreement which constitute an
event of default in terms thereof, the Guarantors shall upon demand by IREDA forthwith
pay to IREDA without demur all the amounts which shall become due and payable by the
Borrower. The demand or notice given in the manner provided in clause 21 hereof shall be
sufficient demand or notice to the Guarantors.

(4) The Guarantors shall also indemnify and keep IREDA indemnified against all losses
for principal sum of the loan interest and other monies, and all costs, charges and expenses
whatsoever which IREDA may suffer, pay or incur by reason of or in connection with any
such default on the part of the Borrower, including legal proceedings taken against the
Borrower and/or the Guarantors for recovery of the monies referred to in clauses 2 above.

(5) The Guarantors hereby give their consent and agree that, IREDA shall be at liberty
to vary, alter or modify or revise the terms and conditions of the Agreement, and/or the
security documents executed by the Borrower in favour of IREDA and also the nature of
security created/to be created in favour of IREDA and in particular to defer, postpone or
revise the repayment of the Loans and/or payment of interest and other monies payable by
the Borrower to IREDA on such terms and conditions as may be considered necessary by
IREDA including any increase in the rate of interest. IREDA shall also be at liberty to
absolutely dispense with or release all or any of the security/securities furnished or required
to be furnished by the Borrower to IREDA to secure the Loans. The Guarantors agree that
the liability under the guarantee shall in no manner be affected by any such variations,
alterations, modifications, revision, waiver, surrender or release of security or dispensing
with any security altogether and that no further consent of Guarantors is required for giving
effect to any such variation, alteration, modification, waiver, surrender or release of
security, or dispensing with, the security altogether.

(6) IREDA shall have full liberty, without notice to the Guarantors and without in any
way affecting this guarantee, to exercise at any time and from time to time and in any
manner any power or powers reserved to IREDA under the Loan Agreement or under the
law and to enforce or forbear to enforce payment of the Loan or any part thereof or interest
or other monies due to IREDA from the Borrower or any of the remedies or securities
available to IREDA to enter into any composition or compound with or to postpone or grant
time or any other indulgence or facility to the Borrower AND the Guarantors shall not be
released by the exercise by IREDA of its liberty in regard to the matters referred to above or
by any act or omission on the part of IREDA or by any other matter or thing whatsoever
which under the Law relating to sureties would but for this provision have the effect of so
releasing the Guarantors AND the Guarantors hereby waive in favour of IREDA so far as
may be necessary to give effect to any of the provisions of this Guarantee, all the suretyship
and other rights which the Guarantors might otherwise be entitled to enforce.

(7) This Guarantee shall be enforceable against the Guarantors notwithstanding that
any security or securities executed by the Borrower in favour of IREDA shall at the time
when the proceedings are taken against the Guarantors on this Guarantee, be outstanding
or unrealised or lost.
-4-

(8) The guarantee herein contained shall be enforceable against the Guarantor/s
notwithstanding that no action of any kind has been taken by IREDA against the Borrower
and an intimation in writing sent to the Borrower by IREDA that a default or breach has
occurred shall be treated as final and conclusive proof as to the facts as stated therein.

(9) The Guarantors hereby agree and give consent to the sale, mortgage or prior, pari-
passu or second charge basis, release etc., of any of the assets by the Borrower from time
to time as may be approved by IREDA or the transfer of any of the assets of the Borrower
from one unit to the other as may be approved by IREDA or to the release or leasing out by
IREDA any or whole of the assets charged to IREDA on such terms and conditions as IREDA
may deem fit and this may be treated as a standing and continuing consent for each and
every individual act of transfer, mortgage, release or lease of any such assets of the
Borrower. The Guarantors hereby declare and agree that no separate consent for each such
transfer, mortgage, release or lease or any of such assets would be necessary in future.

(10) The Guarantors hereby agree and declare that the Borrower will be free to avail of
further loans or other facilities from IREDA or any other financial institution or bank in
addition to the Loans and/or to secure the same during the subsistence of this guarantee
and in that event the guarantee herein contained will not be affected or vitiated in any way
whatsoever but will remain in full force and effect and binding on the Guarantors.

(11) The rights of IREDA against the Guarantors shall remain in full force and effect
notwithstanding any arrangement which may be reached between the IREDA and other
Guarantors, if any, or notwithstanding the release of the other or others from liability and
notwithstanding that at any time hereafter the other Guarantor(s) may cease for any reason
whatsoever to be liable to IREDA, IREDA shall be at liberty to require the performance by
the Guarantors of their obligations hereunder to the same extent in all respect as if the
Guarantors had at all times been solely liable to perform the said obligations.

(12) To give effect to this guarantee, IREDA may act as if the Guarantors were the
principal debtors to IREDA.

(13) The Guarantors hereby declare and agree that they have not received and shall not,
without the prior consent in writing of IREDA receive any security or commission from the
Borrower for giving this guarantee so long any monies remain due and payable by the
Borrower to IREDA under the Agreement.

(14) The Guarantors shall not in the event of the liquidation of the Borrower prove in
competition with IREDA in the liquidation proceedings.

(15) A certificate in writing signed by a duly authorised official of IREDA shall be conclusive
evidence against the Guarantors of the amount for the time being due to IREDA from the
Borrower in any action or proceeding brought on this Guarantee against the Guarantors.

(16) This Guarantee shall not be wholly or partially satisfied or exhausted by any payments
made to or settled with IREDA by the Borrower and shall be valid and binding on the
Guarantors and operative until repayment in full of all monies due to IREDA under the Loan
Agreement.

(17) This Guarantee shall be irrevocable and the obligations of the Guarantors hereunder
shall not be conditional on the receipt of any prior notice by the Guarantors or by the
Borrower and the demand or notice by IREDA, as provided in Clause 21 hereof shall be
sufficient notice to or demand on the Guarantors.
-5-

(18) The liability of the Guarantors under this Guarantee shall not be affected by:-

i) any change in the constitution or winding up or Dissolution of the Borrower


or any absorption, merger or amalgamation of the Borrower with any other
company, corporation or concern; or
ii) any change in the management of the Borrower or takeover of the
management of the Borrower by Central or State Government or by any
other authority; or
iii) acquisition or nationalisation of the Borrower and/or of any its undertaking(s)
pursuant to any law; or
iv) any change in the constitution of IREDA or
v) the insolvency or death of the Guarantor(s).
vi) in the event of Guarantors ceasing to be Director of the Borrower for any
reason whatsoever.

(19) This Guarantee shall be a continuing one and for all amounts advanced or to be
advanced by IREDA to the Borrower and all interest and costs and other monies and shall
remain in full force and effect till such time the Borrower repays in full the Loan together
with all interest, additional interest, costs, charges and all other monies that may from time
to time become due and payable and remain unpaid to IREDA under the Loan Agreement.

(20) The liability of the Guarantors hereunder shall not exceed the sum of …….. lakhs
(Rupees ………………… Thousand only) plus all interest, additional interest, costs, charges,
and other monies payable by the Borrower to IREDA under the Agreement.

(21) Any demand for payment or notice under this Guarantee shall be sufficiently given if
sent by post to or left at the last known address of the Guarantors or their personal
representatives, as the case may be, such demand or notice is to be made or given , and
shall be deemed to have reached the addressee in the course of post, if given by post, and
no period of limitation shall commence to run in favour of the Guarantors until after
demand for payment in writing shall have been made or given as aforesaid, and in proving
such notice when sent by post it shall be sufficiently proved if the envelope containing the
notice was posted and a certificate by any of the responsible officers of IREDA that to the
best of his knowledge and belief, the envelope containing the said notice was so posted
shall be conclusive as against the Guarantors, even though it was returned unserved on
account of refusal of the Guarantors or otherwise.

(22) The Guarantors agree and confirm that in case the Guarantors commits default in
repayment of the loan/advances or in repayment/payment of installment of interest or any
other agreed installment of the loan, immediately on the demand made by IREDA, IREDA
shall have an unqualified right to disclose or publish/report the Guarantor’s name as
defaulter in such manner and through such medium as IREDA in its absolute discretion may
think fit and that the Guarantors shall not raise any objection thereto.

(23) The Guarantors agree and undertake to provide Net Worth Certificates on every year
of the guarantor/guarantors for the records and examination of IREDA w.r.t any change in
Assets which affects the Net worth of the guarantor/Guarantors thereby affecting securities
provided to IREDA.

(24) The Guarantors hereby agree and confirm that Civil Courts/Tribunals in Delhi/New
Delhi alone shall have jurisdiction to entertain any suit or other legal proceedings arising out
of this Deed of Guarantee.
-6-

IN WITNESS WHEREOF the within named Guarantors a) Shri ……………….., b) Shri


………………….., c) Shri …………… and d) Shri ………………………, have set their respective
hands on the day, month and the year first hereinabove written.

SIGNED AND DELIVERED BY the within named Guarantors

1. Shri ………………….

2. Shri …………………….

3. Shri ………………………

4. Shri …………………….
GENERAL DECLARATIONS AND UNDERTAKINGS
Place: New Delhi
Date : 00-00-2021
M/s Indian Renewable Energy Development Agency Limited
Core-4A, East Court, Ist Floor,
India Habitat Centre, Lodi Road,
New Delhi - 110 003

Ref: M/s. ……………………….Private Limited - Loan of …………………. lakhs (Term


-2-

Loan (Project No. 0000)

Dear Sirs,

With reference to the aforesaid financial assistance granted to us by you, we, M/s.
………………………., (the Company) having our Registered Office …………………….., in the
State of ……………….. hereby give the following declarations and undertakings:-

I. (1) We have disclosed all facts relating to our Company to M/s Indian Renewable Energy
Development Agency Limited (IREDA).

2. We hereby declare that we have not charged/hypothecated or pledged any of our assets
included in your security in favour of any of our Bankers or machinery suppliers or others
and that the same are free from charges and lispendens whatsoever as stipulated by IREDA.
We hereby agree and undertake that we shall furnish to IREDA no objection letter from the
existing charge holders of the Company that they have no objection to IREDA having
Exclusive First Charge on the movable and immovable assets and exclusive charge on
Receivables of Power of the proposed project within 7 days from the date hereof.

3. We hereby declare that we are not carrying on any activity other than carrying on
activities as per our Memorandum of Association and we shall not carry on any other
trading activity without your prior written approval.

4. We declare that we can take up the project of Setting up of Solar PV Power Project in
terms of our Memorandum of Association.

5. We have paid all rents, royalties and all public demands such as income-tax, sales tax,
and all other taxes and revenues payable to the Government of India or to the Government
of any State or to any local authority and that at present there are no arrears of such rents,
royalties, taxes and revenues due and outstanding and that no attachments or warrants
have been served on us in respect of sales-tax, income-tax, Govt. Revenues and other
taxes.

6. We further declare and confirm that provisions of under Section 180 (1) (a) and (c) of
the Companies Act, 2013 are not applicable to the Company as the Company is Private
Limited Company and not a subsidiary of Limited Company.

7. We hereby further undertake that particulars of charges as required under the


Companies Act, 1956 /Companies Act, 2013 shall be filed by us with the Registrar of
Companies within seven days from the date of hereof and we shall forward to you, the
certificate issued by the Registrar of Companies in that behalf immediately these are
received by the Company.

8. We hereby agree, undertake and confirm that loan shall be released by IREDA and repaid
by the Company in accordance with the provisions of the loan agreement and that IREDA
reserves the right to accelerate repayment of IREDA's loan based upon performance/cash
accruals of the company and that we shall abide by the decision of IREDA in this behalf.

9. We hereby confirm that we shall obtain NOC from the State Pollution Control Board and
local bodies, if required.
-3-

10. We hereby agree and undertake that in case of any overrun in the cost of the project
over and above estimated by IREDA for any reason whatsoever and/or for working capital
requirements, we shall not ask you for any further loan from IREDA and the same will be
arranged by our own resources or borrowing from other institution on such terms as may
be acceptable to IREDA or by arranging additional equity by our promoters and/or
unsecured subordinate loan on such terms as may be acceptable to IREDA without involving
any liability on the part of the IREDA.

11. We hereby agree, undertake and declare that the Company has purchased/shall
purchase quality marked machinery and equipments from reputed suppliers and all the
project's contracts have been/ shall be made on competitive basis.

12. We hereby agree and undertake that we shall obtain such other clearances/
certificates/sanctions with reference to sanction that may be required by IREDA for smooth
implementation of the project of the concern, if required.

13. We hereby agree and undertake that IREDA shall have the right through its
officers/nominees to inspect at our cost the projects and books of the Company and take
copies of the entries therein, wherever considered necessary.

14. We hereby agree and undertake that we shall maintain separate accounts regarding
expenditure incurred out of the loan sanctioned by IREDA.

15. We hereby agree and undertake to ensure that the entire promoter contribution as per
financing plan has been subscribed to and paid up in cash.

16. We hereby agree and undertake that in case of any reduction in the project cost, IREDA
shall be entitled to offset by proportionate reduction in the IREDA's term loan and the
Borrower shall abide by the decisions of IREDA.

17. We hereby agree and undertake that IREDA shall have right to review the cost of the
project before final disbursement of the loan. Pending completion of the review, we shall
obtain prior approval of IREDA for utilising the amount of the loan equivalent to the
contingency provision in the cost of the project.

18. We hereby agree and undertake that we shall submit to IREDA details of lands viz.
location map, site plan, building and Plant & machinery layout showing approach road to the
lands on which the project is coming up certified from a certified Engineer and shall satisfy
you in this behalf.

19. We hereby agree and undertake that we shall establish title in respect of land to be
mortgaged to IREDA and to comply with formalities preceding to the creation of mortgage
and complete the mortgage transaction within the period as may be stipulated by IREDA.

20. We hereby agree and undertake that we shall furnish copies of Orders/Agreements
already entered into/to be entered into for installation/erection of the Solar PV Power
Project, with the Machinery Suppliers/Contractors.

21. We hereby declare and confirm that the Company has acquired all the land required for
the project and is in possession thereof.
-4-

22. We hereby agree and undertake that post dated cheques shall be issued on the Main
Account of the Company, we shall not cancel the post dated cheques deposited with IREDA
and shall not close the Bank A/c on which post dated cheques have been issued and shall
not give instructions for stop payment of the cheques(s) or give any contrary instructions
for presentation of cheques nor change mode of operation of Bank A/c on which post dated
cheques have been issued during the currency of IREDA loan.

23. The Company hereby agrees and undertakes to forward to IREDA within 7 days after
approval by shareholders Annual Reports of the Company and also shall forward to IREDA
quarterly unaudited results if finalised by the Company as soon as they are out and
published in the news papers. The Company further agrees and undertakes to keep IREDA
informed about its financial health at frequent intervals say at the end of each quarter
during the year. The Company further agrees and undertakes that if there is down ward
trend of its networth it shall keep IREDA informed about its networth supported with
Auditor's Certificate as on 30th September and 31st March each year and also shall advise
IREDA about the remedial measures taken by it to check the erosion of its networth.

24. We hereby agree and undertake to furnish to you the permission under section 281 of
the Income Tax Act for mortgage/ hypothecation of properties of the Company in favour of
IREDA at the earliest; latest before disbursement of last 5% of the loan. In this connection
we hereby further agree and undertake that in the meantime we shall furnish a certificate
from our Auditors to the effect that the Company has paid all the income tax and other
taxes and no recovery/attachment proceedings are pending/threatened against the
Company that the Company has already submitted application to Income Tax Deptt. for
granting the requisite permission u/s 281 of the Income Tax Act and enclosing photocopy of
the said letter duly receipted by IT Deptt. within 7 days from the date hereof.

25. We shall comply with terms and conditions of the loan as are contained in the Loan
Agreement …………………….. as amended from time to time.

II. We hereby agree and confirm that any breach of the above undertakings shall
tantamount to be the breach of the terms and conditions of the loan and you shall be at
liberty to take such action against us including withholding of the balance loan/ recalling the
loan as you may deem fit.

Yours faithfully,
for and on behalf of
M/s. ……………………… Private Limited

Director
Undertaking for meeting the shortfall in the Project
Place : New Delhi
Date : 00-00-2021
M/s Indian Renewable Energy Development Agency Limited, (IREDA),
Core-4A, East Court, Ist Floor,
India Habitat Centre,
Lodi Road,
New Delhi - 110 003

Ref: M/s. ……………………….. Private Limited - Loan of …………………. lakhs


-2-

(Project No. 0000)

Dear Sirs,

In consideration of your having agreed to grant to M/s. ………………………….. Private


Limited, (the "Company") the assistance in terms of the Loan Agreement ……… day of
…………, 2021 we, 1) Shri ………………., 2) Shri ………………, 3) Shri ………………… and 4) Shri
………………, Directors/Promoters of the Company, do hereby jointly and severally undertake
to you that if there is any shortfall in the resources of the Company for completing its
project and/or for meeting overrun/initial cash losses and/or for capital due to any
circumstances whatsoever either at the time of starting of the project or subsequently
and/or if there is any overrun in the cost of the project, we shall make arrangements
satisfactory to you to provide to the Company in those events and when called upon by you
such additional funds as may be required to complete its project and/or for
meeting/arranging overrun/initial cash losses and/or for working capital.

We also hereby jointly and severally undertake to you that such additional funds as
and when provided by us shall be in the form and manner and on such terms as may be re -
quired by you and shall not involve any charge or lien on or other interest in the assets of
the Company. In the event of such funds being brought in by us by way of unsecured
loans/deposits to the Company, we shall not demand or withdraw such funds or any part
thereof nor shall the Company repay such funds or any part thereof so long as any moneys
remain due by the Company to you under the said Loan Agreement without your prior
written approval or till the project is duly completed, whichever is later.

We agree that if a dispute arises whether the Project is duly completed or not, your
decision shall be final and binding on us.

We note that such unsecured loans/deposits shall carry such rate of interest as may
be agreed to by you. We further agree that the Company shall not pay any interest on such
unsecured loans/deposits if, at the time of such payment, there is a default in the payment
of instalments of principal and/or interest and other moneys due and owing by the
Company to you.

Yours faithfully,

(……………….)

(………………….)

(……………………)

(……………………..)
-3-

We note the above and agree and confirm that we shall not repay to the above-
mentioned, the unsecured loans/deposits or any part thereof when received by us to meet
the shortfall in our resources for completing our Project and/or for working capital and or
for meeting/arranging overrun in the cost so long as any moneys remain due by us to you
under the said Loan Agreement or till our project is duly completed, whichever is later
without your prior written approval. We shall pay such interest on the said unsecured
loans/deposits as may be agreed to by you. We agree not to any interest on the said
unsecured loans/deposits if at the time of such payment there is a default in the payment of
instalments of principal and/or interest and other moneys due and owing by us to you.

For and on behalf of


M/s. ……………………………. Private Limited

Director
Undertaking for non-disposal/pledge of Shares
Place : New Delhi
Date : 00-00-2021
M/s. Indian Renewable Energy Development Agency Limited, (IREDA)
Core-4A, East Court, Ist Floor,
India Habitat Centre,
Lodi Road,
New Delhi - 110 003.

Ref: M/s. …………………………. Private Limited - Loan of …………………….lakhs (Term


-2-

Loan (Project No 0000)

Dear Sirs,

In consideration of your having agreed to grant to M/s. ……………….. Private Limited, having
its Registered Office at …………………………………………….., in the State of ……………… ("the
Company") a financial assistance in terms of the Loan Agreement dated 19-01-2021,
entered into by the Company with you and the financial assistance that may be sanctioned,
hereafter by you to the Company in the form of additional loan(s) for the same project or
for any new project undertaken by the Company, we, 1) Shri ………………….., 2) Shri
……………………., 3) Shri …………………….. and 4) Shri ……………………….. , do hereby Jointly
and severally undertake to you that we shall not transfer, assign, dispose off, pledge,
charge or create any lien or in any way encumber our existing share holdings or future
share holdings in the Company in favour of any person or Company so long as any moneys
remain due by the Company to you under the said Loan Agreement or the Loan Agreements
that may be entered into by the above Company with you in respect of additional financial
assistance which may be sanctioned, without your prior written approval.

Yours faithfully,

(………………………..)

(………………………..)

(………………………..)

(………………………….)

We note the above and agree and confirm that we shall not recognise or register any
transfer of shares by the above mentioned Directors/ Promoters/ Shareholders in the capital
of the Company nor shall we note any lien in respect of such shares in favour of third
parties so long as any monies remain due by the Company to you as aforesaid, without your
prior written approval.

For M/s. ……………………………. Private Limited

Director
Place : New Delhi
Date : 00-00-2021

UNDERTAKINGS FROM WHOLETIME DIRECTOR

M/s Indian Renewable Energy Development Agency Limited (IREDA),


Core-4A, East Court, Ist Floor,
India Habitat Centre,
New Delhi - 110 003.

Ref: M/s. ……………………. Private Limited - Loan of ………………… lakhs (Term


-2-

Loan - (Project No. 0000)

Dear Sirs,

1. You have sanctioned to M/s. …………………………. Private Limited, having its


Registered Office at …………………………………………………, in the State of ……………….
(hereinafter called the "Company") the captioned loan of ………………. lakhs of which we are
the whole time Directors, on the terms and conditions contained in the Loan Agreement
dated the ……………… entered into by you and the said Company.

2. In consideration of the said facility granted by you to the said Company, we hereby
declare and undertake as follows :-

i) That except under the provisions of the Companies Act, 2013 and during the term
or terms of our office approved by the Central Government from time to time, we
shall not resign from our office without your prior written consent during the term
or terms of our office.

ii) That so long as any monies remain due and owing by the said Company to you, we
shall not without your prior written approval receive commission in any year unless
the instalments of principal sum and other monies due to you have been paid or
suitable provision for the payment thereof has been made to your entire satisfac -
tion.

iii) That in the event of inadequacy or absence of profit of the said Company, we shall
not receive any commission except the minimum remuneration fixed or to be fixed
by the Government of India from time to time.

iv) That in the event of loss of our office as Wholetime Directors for any reason
whatsoever we shall not without your prior written approval receive any
compensation, if there is any default on the part of the said Company in the
payment of any instalments or principal sum and interest and other monies due and
owing by the said Company to you at that event.

3. We agree and confirm that any breach of any of the aforesaid undertakings shall be
deemed to be a breach of the terms and conditions contained in the Loan Agreement
entered into by you with the said Company and you shall be at liberty to take such action
against us and/or the said Company as may be deemed fit by you.

Yours faithfully,

(.)

(.)
-3-

(.)

(.)

We agree and confirm the above


For & On behalf of M/s. …………………… Private Limited

Director
Place : New Delhi
Dated: 00-00-2021
UNDERTAKINGS

M/s Indian Renewable Energy Development Agency Limited (IREDA),


Core-4A, East Court, Ist Floor,
India Habitat Centre, Lodhi Road
New Delhi - 110 003

Ref: M/s. …………………………………… Private Limited - Loan of …………… lakhs (Term


-2-

Loan - (Project No. 0000)

Dear Sirs,

1. You have sanctioned to M/s. ………………………. Private Limited, a Company


incorporated under the provisions of the Companies Act, 2013 and having its Registered
Office at ……………………………………, in the State of …….., (hereinafter called the
"Company") the captioned loan of ……………. lakhs on the terms and conditions contained
in the Loan Agreement dated ……. day of ………….., 2021 entered into by you and the
Company.

2. In consideration of the said facility granted by you to the Company, we, the
Company hereby agree, declare, confirm and undertake as follows :-

i) The Company agrees and undertakes to IREDA that Company shall not take
any loan from any other Banks / FIs over and above the total debt considered
for the project during currency of loan for this project without IREDA’s prior
permission.

ii) The Company agrees and undertakes to comply with all the terms and
conditions of Power Purchase Agreement signed between Company and off
taker.

iii) The Company agrees and undertakes that in case IREDA appoints lender’s
engineer, lender’s engineer shall be provided all details as required and
recommendations of the lender’s engineer shall be binding.

iv) The Company agrees and undertakes to submit all the required documents
related to clearances /NOC’s /approvals including requirements as per Power
Purchase Agreement.

v) The Company agrees and undertakes that any BG amount forfeited and LD
amount levied on the Company shall be borne by the Company from its own
sources and it shall not be a part of project cost.

vi) The Company agrees and undertakes that project shall comply with minimum
technical standards as per MNRE/IPGCL guidelines for rooftop
solar/distributed generation “CEA (Technical Standards for Connectivity of
the Distributed Generation Resources) Regulations 2013”, Indian electricity
code.

vii) The Company agrees and undertakes that in case of non-release of capital
subsidy/ Incentive due to any reason, the Company shall repay the IREDA
loan from their own sources.

viii) The Company agrees and undertakes that the complete capital
subsidy/incentive shall be used for repaying the IREDA’s bridge loan against
subsidy.

ix) The Company agrees and undertakes that the Capital Subsidy/incentive as
and when received will be transferred to IREDA’s TRA account.

x) The Company agrees and undertakes that if capital subsidy/incentive/grant


will have reduced from ………….. lakhs which has been considered during
appraisal, then Company shall bring in difference amount as promoter
contribution and repay IREDA’s bridge loan.

xi) The Company agrees and undertakes to give necessary instructions to


IPGCL/MNRE /Competent authority that all sale proceeds
/subsidy/Grant/Incentive will directly transfer to IREDA Trust & Retention
Account of the project.
-25-

xii) The Company agrees and undertakes that if Company delays in


commissioning of the project and subsidy/incentive reduces as per
‘’Achievement Linked Subsidy scheme’’ / RFS then IREDA bridge loan will be
prune down accordingly.

xiii) The Company agrees and undertakes that in case of any eventuality, fire,
accidents etc. during life of project, Company will ensure the safety of
manpower and equipment at the project site and complete insurance of plant
is maintained during tenure of IREDA loan

xiv) The Company agrees and undertakes that Company shall be responsible for
dismantling of the project equipment like modules, switchgear etc. after the
project life cycle, and disposal of the project equipment in environment
friendly manner.

xv) The Company agrees and undertakes that details of water requirement if any
for cleaning of modules and submit undertaking that there will not be any
conflict in usage of domestic potable water.

xvi) The Company agrees and undertakes that Company shall be responsible for
maintaining the display board /banner displayed at project site and safety
board’s / banners displayed at hazardous locations of site as per latest format
of Ireda , till tenure of the loan by IREDA.

xvii) The Company agrees and undertakes to submit ownership proof /Lease
document in support of verification of registered office address.

xviii) The Company agrees and undertakes to certified by the directors / promoting
directors/ guarantors that all the statutory requirements as per companies
act and IT act have been complied with.

xix) The Company agrees and undertakes that if offtaker terminate the power
purchase agreement then IREDA’s loan shall be repaid by own sources of the
Company/promoter Company, Company will give an undertaking to this
effect.

xx) The Company agrees and undertakes to submit certificate from statutory
auditor clearly stating the following:-

 Promoter’s contribution is through legal means with no trace of


money laundering and applicable FEMA / SEBI/ RBI/PMLA regulations
have been adhered to.

 None of the directors and promoting directors/ guarantors have


appeared in the defaulters list of CIBIL and RBI.

xxi) The Company agrees and undertakes that DSRA equivalent to 2 quarter
principal plus interest shall be created within 12 months after first
disbursement short fall in DSRA if any shall be brought in by promoters.

xxii) The Company agrees and undertakes to certified by the directors / promoting
directors/ guarantors clearly mentioning the status of any litigation pending
against the Company and its promoters, if any.
-26-

xxiii) The Company agrees and undertakes to ensure infrastructure for


implementation and operation of the project.

xxiv) The Company agrees and undertakes to give irrevocable necessary


instruction/ request letter to offtaker /power purchaser that all sale proceeds
will directly transfer to IREDA Trust & Retention account of the project,
acknowledged copy of the same shall be submitted to IREDA.

xxv) The Company agrees and undertakes to submit third party quality
assessment of the modules and mounting structure.

xxvi) The Company agrees and undertakes to provide NOC from existing charge
holders.

3. We agree and confirm that any breach of any of the aforesaid undertakings shall be
deemed to be a breach of the terms and conditions contained in the Loan Agreement
entered into by you with the Company and you shall be at liberty to take such action against
the Company as may be deemed fit by you.

Yours faithfully,
For & On behalf of
M/s. ……………………….. Private Limited

Director
TRUST AND RETENTION ACCOUNT AGREEMENT

AMONGST

IREDA

as

LENDER

AND

M/S. ……………………………. PRIVATE LIMITED

as

BORROWER

AND

_____________

as

TRUST BANK
TRUST AND RETENTION ACCOUNT AGREEMENT

THIS AGREEMENT is made at New Delhi on this ______________, amongst:

M/s Indian Renewable Energy Development Agency Limited (IREDA) a Public


Company within the meaning of the Companies Act, 1956 and having its Registered Office
at Core 4-A, East Court, Ist Floor, India Habitat Centre, Lodhi Road, New Delhi – 110 003
and Corporate Office at 03rd Floor, August Kranti Bhawan, Bhikaiji Cama Place, New Delhi –
110 066 hereinafter referred to as "Lender” which expression shall, unless repugnant to or
inconsistent with the context, mean and include its successors and assigns of the FIRST
PART ;
-2-

AND

M/s. ………………………. Private Limited, a Company within the meaning of the Companies
Act, 2013 and having its Registered Office at …………………………………………………, in the
State of …………., hereinafter called the “Borrower” which expression shall, unless
repugnant to or inconsistent with the context, mean and include its successors of the
SECOND PART,

AND

M/s. __________________________________________________, a Public Company


incorporated under the Companies Act, 1956 and a Banking Company within the meaning of
the Banking Regulation Act, 1949, and having its Registered Office at
___________________________________________________________________________
and inter-alia Branch at _____________________________________________________,
hereinafter referred to as the "Trust Bank”, which expression shall, unless repugnant to or
inconsistent with the context, mean and include its successors and assigns of the THIRD
PART.

WHEREAS

a. By an Agreement dated ____ day of _______________, 2020 entered into between


the Lender and the Borrower, as amended from time to time (hereinafter referred to
as the “Loan Agreement”), the Lender has agreed to lend and advance to the
Borrower and the Borrower has agreed to borrow from the Lender the sum of Rs.
………….. ( (Project No. 0000) (hereinafter referred to as the “loan”) on the terms
and conditions contained in the Loan Agreement.

b. The Borrower is required to repay the loan together with interest and other monies
in respect thereof in accordance with the Loan Agreement. The aggregate amounts
payable by the Borrower to the Lender on each due dates is as per the Schedule –2.

c. One of the terms of the Loan Agreement is that in order to secure the due discharge
of its obligations under the Loan Agreement, the Borrower shall :

(a) open an account in the name of “M/s. …………………….. Private Limited a/c
IREDA – A/c No. ________________________” (hereinafter referred to as
the “Designated Account”) charged exclusively in favour of the Lender, with
the Trust Bank, into which the disbursements made by the Lender to the
Borrower pursuant to and as the Loan Agreement shall be deposited and
after the disbursal the Receivables shall be deposited;

(b) create in favour of the Lender an exclusive charge on the Receivables and all
monies lying in the Designated Account.

d. The Borrower has represented that the Receivables are and will at all times be the
absolute property of the Borrower and subject to the rights created in the Lender
hereunder, are free from any charge, trust, pledge, lien or encumbrance.

e. Capitalised terms used herein shall have the same meaning as provided in the loan
agreements unless specified otherwise.
-3-

ARTICLE – I

DEFINITIONS

1. In this TRUST AND RETENTION ACCOUNT AGREEMENT, unless the context or


meaning thereof otherwise required, the following words/expressions shall have
meaning assigned to them, respectively hereafter.

“Authorised Investment” means cash or deposit to the extent possible or


necessary in terms of these presents, to be maintained with the Trust Bank;

“Authorised Payments” means:

i. the fees and charges payable by the Borrower to the Trust Bank;

ii. past dues, costs, charges, expenses (including charges payable for not submitting
the Monitoring Reports as mentioned herein) together with additional interest and
liquidated damages due and payable by the Borrower to the Lender.

iii. All the disbursements made under the terms of the Loan Agreement and
appropriated towards the project.

iv. The amounts due and payable by the Borrower to the Lender on the immediately
succeeding due date.

“Business Day” shall mean any day on which banks are generally open for
business in New Delhi or in relation to any notice or communication to be made
under this Agreement, a day on which Banks are open for business in the place of
receipt of such notice or communication.

“Designated Account” shall mean the current account to be opened by the


Borrower with the Trust Bank, Delhi or such other place as may be decided between
the Lender and the Borrower in terms of this Agreement.

“Debt Service Reserve Money” shall mean the minimum amount equivalent to
meet two debt service instalments, which would have to be maintained by the
Borrower in the Designated Account.

“Event of Default” mean the following:

(i) an event of default as defined in the Loan Agreement;

(ii) failure of Borrower or Off- taker /SEB’s to deposit the Receivables into
the Designated Account;

(iii) Any other breach of the terms of this Agreement;


-4-

“Power Purchase Agreement” means the agreement entered into /to be entered
into between Borrower and Offtaker/SEB’s with regard to the purchase of power by
Offtaker/SEB from Borrower on the terms and conditions incorporated/to be
incorporated in the Power Purchase Agreement.

“Power” means electrical energy generated at 1.38 MW Solar Rooftop Project


already set up on the roof of various Government Buildings located in the Union
Territory of Delhi under RESCO Model and supplied to Offtaker/SEB’s in pursuance
of the Power Purchase Agreement.

“Purchasers” shall mean & include


persons/bodies/corporates/authorities/institutions/firms/societies or government
body to whom the Borrower would be selling the goods produced by him or
produced from a third source & supplied to.

“Receivables” means:-

(i) (a) the amounts due and payable by Offtaker/SEB’s to the Borrower on the
due dates under the terms of the Power Purchase Agreement entered/to be
entered into between Offtaker/SEB’s and the Borrower or the sums becoming
due and receivable by the Borrower through supply of Power to the
grid/other customers and would also include all other incomes viz. Sales Tax
exemption benefits or any other income from the project set-up for
producing power (b) in the event of the Borrower itself captively using the
power generated either wholly or in part, the amounts equivalent to the
market value of the power consumed captively becoming due and payable to
the Borrower by the purchasers to whom the goods produced/supplied by
the Borrower are sold, and

(ii) CDM benefits received/to be received by the Borrower from any Foreign
Govt./International Agency/ Central Govt. /State Govt./ Government
Agency/any other entity,

and the Borrower undertakes to obtain necessary consents and authorisations,


including consent from its working capital bankers as may be necessary in this
regard.

“Notice of Default” means a notice from the Lender to the Trust Bank regarding
the happening of any event of default under the Loan Agreement or this Agreement.

“Offtaker/SEB’s” shall mean and include the State Electricity Boards (SEB’s), body
corporate, industrials, government/or any other persons being the customers of the
Borrower, both present and future, who are liable to pay monies to the Borrower on
account of or in connection with (I) transmission of electricity by the Borrower to
such persons and /or (ii) consumption of electricity by such persons supplied by or
caused to be supplied by the Borrower, in terms of the Power Purchase Agreement
or pursuant to any other deed or documents executed in connection with the above
and/or (III) the Borrower itself in case the power is captivly consumed by the
Borrower.
-5-

2. In this TRUST AND RETENTION ACCOUNT AGREEMENT, unless the context or


meaning thereof otherwise requires:

(A) capitalised terms which are not defined in this Agreement shall have the
same meaning as the Loan Agreement;

(B) the singular includes the plural and vice versa;

(C) headings and the use of bold typeface shall be ignored in its construction;

(D) a reference to a Clause, or Schedule is, unless indicated to the contrary, a


reference to a clause or schedule to this Agreement;

(E) references to this Agreement shall be construed as references also to any


separate or independent stipulation or agreement contained in it;

(F) the words ”other” “or otherwise” and “whatsoever” shall not be construed
ejusdem generis or to be construed as any limitation upon the generality of
any preceding words or matters specifically referred to;

(G) references to the word “includes” or “including” are to be construed without


limitation;

(H) references to a person shall include such person’s successors and permitted
assignees or transferees;

(I) 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, substituted, novated or assigned
from time to time;

(J) The words “herein”, “hereto” and “hereunder” refer to this Agreement as a
whole and not to the particular Clause in which such word may be used;

(K) Words importing a particular gender include all genders;

(L) “person” includes any individual, partnership, firm, trust, body, corporate,
government, government body, authority, agency, unincorporated body of
persons or association;

(M) any reference to a public organisation shall be deemed to include a reference


to any successor to such public organisation or any organisation or entity
which has taken over the functions or responsibilities of such public
organisation;

(N) references to “Party” means a party to this Agreement and references to


“Parties” shall be construed accordingly; and

(O) references to any law shall include references to such law as it may, after the
date of this Agreement, from time to time be amended, supplemented or re-
enacted.
-6-

ARTCILE-II

ESTABLISHMENT OF THE ACCOUNT

2.01 The Borrower hereby settles on the Designated Account with the Trust Bank the sum
of Rs. ________________. (Rupees ___________________________________
only). The Borrower also hereby declares that all right, title and interest in the
Designated Account and the Authorised Investments made from the Designated
Account shall be vested in the Trust Bank and held in trust for the Lender in
accordance with the terms of this Agreement and as their respective interests are
provided for herein. The Trust Bank hereby accepts the above amount of Rs.
_____________ (Rupees ________________________________ only) in the trust
hereby declared and provided upon the terms and conditions set forth in this
Agreement. Amounts deposited in the Designated Account from time to time shall be
held in trust, received and applied as provided in this Agreement. No person other
than the Lender shall have any rights hereunder as the beneficiaries of or as third
party beneficiaries under this Agreement.

2.02 The Trust Bank shall, save as otherwise provided herein, maintain the Designated
Account in accordance with the terms of this Agreement and its usual practices and
applicable regulations and, if permitted by applicable regulations, pay the maximum
rate of interest payable to its customers on the balances including balances in the
Debt Service Reserve Account from time to time as agreed between the Lender, the
Borrower and the Trust Bank from time to time.

2.03 The Trust Bank and the Lender shall agree (after consultation with the Borrower) the
Designated mandates, terms and conditions and operating procedures for the
Designated Account but in the event of any inconsistency between this Agreement
and such mandates, terms and conditions or procedures, this Agreement shall
prevail.

2.04 The Lender shall be permitted to instruct the Trust Bank to make transfers to and
from the designated Account at any time.

2.05 Notwithstanding any of the other provisions of this Agreement, the Lender may in
the event of default instruct the Trust Bank to withdraw amounts from the
Designated Account.
-7-

ARTILE – III

OPERATION OF THE ACCOUNT

3.1 All the disbursals as per the Loan Agreement shall be made through the Designated
Account and the contributions made by the promoter would also be made through
the Designated Account.

3.2
a) The Lender shall have an exclusive right over the receivables, the Designated
Account together with all other monies lying in the Designated Account.

b) The Designated Account shall be held by the Trust Bank to order of the
Lender and shall be operated in terms of this Agreement.

c) The Borrower shall issue instructions to Offtaker/SEB’s /purchasers of goods


sold by the Borrower, by a bill (as per the format provided in Schedule – I),
that shall be irrevocable and binding on Offtaker/SEB’s/purchasers unless it
receives further written instructions to the contrary from the Borrower along
with a no objection certificate from the Lender, requiring Offtaker/SEB’s to
remit/deposit the Receivables as and when they are payable to the Borrower
as follows:

The Receivables shall be deposited into the Designated Account and


Borrower shall also ensure that all Receivables becoming due and supply of
power to grid (after obtaining necessary approvals and clearances) shall be
deposited in the Designated Account and for this purpose, Borrower shall
issue necessary irrevocable instructions to the satisfaction of the Lender.

d) The Borrower shall obtain a written confirmation from


Offtaker/SEB’s/purchasers other authorities in a form and manner
satisfactory to the Lender to the effect as set forth in Clause 3.2 (c) above.

e) The Borrower shall take all steps necessary and essential to ensure the
deposit/remittance by Offtaker/SEB’s/purchasers of the Receivables into the
Designated Account as and when Receivables become due and payable by
the Offtaker/SEB’s under the Power Purchase Agreement as per (c) above.

f) The Trust Bank agree that it shall, immediately after payments are made by
Offtaker/SEB’s to the Designated Account, send to the Lender, a confirmation
in respect of such payments stating the aggregate amount lying in the
Designated Account as on that date. The Trust Bank agree and confirm that
all such sums received by it from Offtaker/SEB’s shall be credited to the
Designated Account.
-8-

g) The Receivables deposited /credited into the Designated Account shall be


appropriated for following purposes in the following order of priority:

(i) Charges payable to the Trust Bank

(ii) O&M expenditure including insurance at ______% of capital cost per


year with _______ escalation, for each year;

(iii) Charges and any other moneys/dues payable by the Borrower to the
Lender;

(iv) Principal amounts payable by the Borrower under the Loan


Agreement;

(v) Topping up of the Debt Service Reserve Money

(vi) Surplus, if any (other than Debt Service Reserve Money) will be
allowed to overflow to the Borrower.

The available balances in the Designated Accounts shall be invested as per


the Lender guidelines for such amounts.

All subsequent remittances in the designated account shall be first utilised


towards topping up the Debt Service Reserve Account and the balance
available would then be appropriated in the order of priority listed in clauses
(i) to (vi) above.

On receipt of payments in the Designated Account in accordance with the


provisions of Clause (f) above the Trust Bank shall appropriate the amounts
credited to the Designated Account in accordance with the Clause (g) above
and shall intimate the Lender accordingly on due dates.

h) However in the event of the amount collected by deposit of Receivables in


the Designated Account falls short of the amount required in order to meet
repayment obligations by the Borrower on immediately following Due Date in
terms of the Loan Agreement, then the Trust Bank shall on the Due Date
withdraw, such amount as may be required to meet the shortfall, from the
Money lying as the Debt Service Reserve Money lying in the Designated
Account and all the subsequent Receivables deposited in the Designated
Account shall first be used by the Trust Bank for topping up the Debt Service
Reserve Money to the extent withdrawn.

i) Any money lying in the Designated Account may be invested, from time to
time, by the Borrower, in fixed deposits with the Trust Bank provided the
date of maturity of such fixed deposit is not more than the succeeding Due
Date and proceeds of such fixed deposits shall be credited to the Designated
Account.
-9-

j) The Designated Account shall be held by the Trust Bank to the order of the
Lender in terms of this Agreement. The Trust Bank confirms that they have
received all approvals and authorisations and consents from the concerned
authorities in relation to the operation and maintenance of the Designated
Account. The Trust Bank agree that they shall send to the Lender on a
monthly basis, commencing from the date of signing of the Agreement,
written confirmation in respect of all deposits/remittances/payments made
into the Designated Account/by the Borrower or Offtaker/SEB’s during the
immediately preceding month and stating the aggregate amount lying in the
Designated Account as of the date of such written confirmation. The Trust
Bank agree and confirm that all such sums received by it from the
Offtaker/SEB’s and/or Borrower shall be credited to the Designated Account.

k) The Trust Bank confirms that upon the receipt of a notice from the Lender
intimating it of an occurrence of an Event of Default, the Trust Bank shall
cease to transfer/allow withdrawals of any amounts from the Designated
Account and shall operate the Designated Account as per the instructions
received from the Lender only.

l) The Borrower shall continue to maintain and shall not close the Designated
Account so long as any amount is due to the Lender under the Loan
Agreement and till such time that the Lender advise the Borrowers and the
Trust Bank in writing that all amounts have been duly received by the Lender
and that no other amounts is due and payable by the Borrower to the Lender
under the Loan Agreement.

m) Borrower shall not open any other account or establish any other mode for
purpose of collection of the Receivables, without the prior written consent of
the Lender.

n) Borrower shall not create any charge, lien or any encumbrance whatsoever
on the Receivables or the Designated Account, without the prior consent of
the Lender.

o) The Trust Bank shall not contest or claim any right or set-off or lien on any
balance lying to the credit of the Designated Account for the payment against
any indebtedness or liability or claim whatsoever of the Borrower to the Trust
Bank , other than that specified in the Agreement.

p) Either Trust Bank or the Lender may by giving 90 days notice in writing,
terminate this Agreement and upon such notice this Agreement shall stand
cancelled. The Borrower cannot terminate this Agreement.
-10-

q) The Trust Bank agrees that any breach by the Borrower or offtaker/SEB’s/
Purchasers of the terms of this Agreement an/or any document, deed or
agreement entered into or executed by the Borrower or
offtaker/SEB’s/Purchasers, as the case may be, pertaining to the transaction
contemplated in this Agreement shall qualify as an Event of Default under the
Loan Agreement and the Lender shall be entitled to take any consequential
action as they may deem necessary under the Loan Agreement. In the event
of the Borrower committing any breach of the terms and conditions of this
Agreement, then in addition to any remedies which the Lender may be
entitled to pursue against Borrower in terms of the Loan Agreements the
Lender shall be entitled to claim, including, but without limitation, specific
performance by the Borrower, of its obligation hereunder in an appropriate
court of law and to also claim in relation thereto, such damages as that may
be entitled to in law. The decision of the Lender whether breach of the terms
and conditions of this Agreement has been committed by the Borrower or
offtaker/SEB/ Purchasers shall be final and binding on the Borrower.

r) The provisions contained herein shall be read in conjunction with the


provisions of the Loan Agreement as amended from time to time and to
extent of any inconsistency or repugnancy, the Loan Agreement shall prevail
to all intents and purposes.
-11-

ARTICLE – IV

AUTHORISED INVESTMENT

4.01 The Trust Bank shall invest in Authorised Investments, as provided herein, the
amounts constituting Authorised Payments standing to the credit of the Designated
Account. The Trust Bank shall not be bound to make investments under the Indian
Trusts Act, 1882.

4.02 All Authorised Investments shall be made and/or realised by the Trust Bank in
accordance with the Lender’s instructions and shall have a maturity date falling on or
before the due dates for making Authorised Payments.

4.03 All instruments, documents of title or other documentary evidence of ownership with
respect to Authorised Investments made out of the Designated Account will be held
in the custody of the Trust Bank and in the trust of the Lender.

4.04 Upon the realisation of any investment made under this Agreement, the proceeds of
realisation shall immediately to be credited to the Designated Account by the Trust
Bank or immediately invested in another Authorised Investment in accordance with
the Lender’s instructions.

4.05 In the event that the Lenders becomes aware that any Authorised Investment has
ceased to be an Auhtorised Investment, the Lender shall immediately instruct the
Trust Bank on a best effort basis to realise such Authorised Investment on its
maturity date or earlier if possible.

4.06 Any reference in this Agreement to the balance standing to the credit of the
Designated Account shall be deemed to include a reference to the principal amount
of the Authorised Investments in which all, or part of, such balance is for the time
being invested.

4.07 Any interest or other income paid in respect of Authorised Investments shall be paid
to the Designated Account.

4.08 On receipt of a Notice of Default from the Lender, the Trust Bank shall realise the
Authorised Investments, whether such investments have matured or not on a best
efforts basis, and apply the proceeds as directed by the Lender.
-12-

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1 Borrower represents and warrants to the lender that:

(a) The Borrower is the sole legal and beneficial owner of the Receivables and no
lien, encumbrance or charge whatsoever exist or will exist upon the
Receivables and also on all other monies lying in the Designated Account at
any time (and no right or option to acquire the same exists in favour of any
other person), and the security interest created in favour of the Lender on
the Receivables and all other monies lying in the Designated Account
constitutes a exclusive first security interest in favour of the Lender.

(b) The Borrower undertakes to the Lender that it will not, during the
continuance of this Agreement, sell, transfer, assign or create any third party
right, title or interest in the Receivables and on all other monies lying in the
Designated Account.

(c) The Borrower represents to the lender that it has obtained all the requisite
governmental and statutory approvals required for the establishment of a
Designated Account for the deposit of the Receivables in terms of this
Agreement.

(d) The Borrower has the full right power and authority to enter into this
Agreement and to create a security interest on the Receivables. There are no
set-offs or counterclaims to the Receivables. The Borrower will strictly and
promptly perform each of the terms, conditions, covenants and agreements if
any contained in or related to the Receivables which are to be performed by
Borrower. The execution and delivery of this Agreement will not violate any
agreement governing the Borrower or to which the Borrower is a party, and
its certificate of incorporation and Memorandum and Articles of Association
do not prohibit any term or condition of this Agreement.

5.2 Trust Bank charges

Towards providing the escrow services to the Borrower & the lender, the Trust Bank shall
be provided Rs. ______________ as one time documentation charges at the time of
opening of the account.
-13-

ARTICLE VI

EVENTS OF DEFAULT & CONSEQUENCES OF DEFAULT

6.1 SPECIFED EVENTS

The Specified Events shall include, but not be limited to:

The actual Receivables in any quarter are less than 90% of the estimated Receivables as
outlined herein below.

6.2 OCCURRENCE OF SPECIFIED EVENT

On the occurrence of a Specified Event, the lender shall have the right to ask the Borrower
to provide alternate receivables such that the cashflows from those receivables in the
Designated Account provides a cover of 1.2 times over the Lender dues for the balance
tenure of the facility. In case the Borrower is unable or fails to do so, the Lender has the
right to ask the Borrower to prepay part of the loan, with the appropriate prepayment
premium.

In the event of the Borrower failing to do so, within 15 days of intimation, the event would
be termed as an Event of Default.

6.3 EVENTS OF DEFAULT

The Events of Default shall include but not be limited to:

a) Failure to pay amounts due to the Lender on the respective due dates;

b) The Borrower commencing development of the Property other than as envisaged


and specified without the prior written approval of the Lender;

c) Any representations or warranties made by the Borrower are found to be false or


incorrect;

d) Extraordinary circumstances have arisen which in the opinion of the Lender make it
improbable for the Borrower to fulfill its obligations under this agreement;

e) Breach of any Undertakings made by the Borrower to the Lender;

f) Breach of any conditions by the Borrower under this agreement or any other
agreement between the lender and the Borrower;

g) Bankruptcy of the Borrower;

h) Drawal of the Debt Service Reserve Money;


-14-

i) The ratio of the cashflows through the escrow to the amount due to the Lender in
any quarter falls below 1.0;

j) If the total debt equity ratio of the Borrower exceeds 3:1 at any time after the
disbursement of the Loan;

k) Any other Event of Default as provided under the Loan Agreement dated 00-00-2020
between the Lender and the Borrower.

6.4 CONSEQUENCES OF DEFAULT

Limited to, one or more of the following remedies against the Borrower:

a) The Lender has the right to enforce the Security pertaining to the Loan.

b) The Lender has the right to stop all overflows from the designated Account to the
Borrower’s Account.

c) The Lender has the right to accelerate the Loan in a form and manner at the sole
discretion of the Lender.
-15-

ARTICLE – VII

TRUST BANK

7.01 The Lender hereby appoints the Trust Bank to act as its agent and trustee in
connection herewith, and authorise the Trust Bank to exercise such rights, power,
authorities and discretion as are specially delegated to the Trust Bank by the terms
hereof together with all such rights, powers, authorities and discretion as are
reasonably incidental hereto, and the Trust Bank accepts such appointment pursuant
to the terms thereof.

7.02 The Trust Bank:-

(A) may, in the absence of bad faith or gross negligence on its part, rely as to
any matters of fact, which might reasonably be expected to be within the
knowledge of the Lender upon a certificate signed by or on behalf of the
Lender;

(B) may, in the absence of bad faith or gross negligence on its part, rely upon
the authenticity of any communication or documents believed by it to be
authentic;

(C) shall, within 5 business Days after receipt, deliver a copy to the Lender of
any notice or document received by it in its capacity as the Trust Bank from
the Borrower or any other person hereunder or in connection herewith;

(D) shall, within five business Days after receipt, deliver a copy to the Borrower
any notice or document received by it from the Lender or any person in
connection herewith; and

(E) shall, if by the terms of this Agreement, any act would be required to be
performed on or within a period ending on a public holiday being a public
holiday under Section 25 of the Negotiable Instrument Act , 1881 (26 of
1881) at Delhi perform the act on or by the immediately preceding Business
Day.

7.03 Moneys and other property received by the Trust Bank under this Agreement shall,
until used or applied in accordance with this Agreement, be held in trust for the
purpose for which they were received, and shall be segregated from other funds and
property of the Trust Bank.

7.04 This Agreement shall remain in full force and effect so long as amounts remain
outstanding under the Loan Agreement, unless terminated earlier by the mutual
consent of the parties.

7.05 The Borrower shall not be entitled to terminate this Agreement.


-16-

7.06 The trust Bank shall be entitled to terminate this Agreement, in consultation with
the Lender if the Borrower fails to comply with any of its material obligations to the
Trust Bank under this Agreement or fails to conduct its business in accordance with
good business practice and fails to remedy the failure within 15 days after receipt of
notice thereof from the Trust Bank and/or the Lender to the Borrower, with the
approval of the Lender.

7.07 The Borrower shall pay the Trust Bank fees of an amount for service rendered by
the Trust Bank, including any collection or cash management system that may be
entailed in performing such services in terms of these presents and as such times as
may be agreed between the Trust Bank and the Borrower.
-17-

ARTICLE – VIII

CONFIDENTIALITY

8.01 The parties to this Agreement will further maintain utmost confidentiality regarding
the contents of this Agreement at all times and they shall not make any announcement to
the public or to any third party regarding the arrangements contemplated by this Agreement
without the consent of the parties involved, such consent not to be unreasonably withheld
provided that the parties to this agreement shall not be liable for disclosure or use of any
confidential information if the same is required to be disclosed by law or regulation pursuant
to the legal process.
-18-

ARTILE – IX

MISCELLANEOUS

9.01 Closure of Account

The Trust Bank shall, at the request of the Lender made on or after the payment by
the Borrower of all outstanding amounts under the Loan Agreement, Trust and
Retention Account Agreement, close the Designated Account and pay any amount
standing to the credit thereof to the Borrower.

9.02 Restriction on Assignment

Save as provided in Clause 6.4 hereof neither the Borrower nor the Trust Bank shall
assign or transfer any part of their respective rights or obligations under this
Agreement without the prior consent of the Lender, provided that the Lender may
assign or transfer its rights and obligations to a successive assignees with the
consent of the Trust Bank (which shall not be unreasonably withheld) and this
Clause shall not prevent the Lender from assigning or transferring its rights in
respect of the Facility Agreement in accordance with the terms thereof.

9.03 Successors and Assigns

This Agreement shall be binding on and shall enure to the benefit of the Parties and
their respective successors and permitted assigns.

9.04 No Set Off

The Trust Bank agrees not to claim or exercise any right of set off, banker’s lien or
other right or remedy with respect to amounts standing to the credit of the
Designated Account.

For the avoidance of doubt, it is declared by the Borrower that the monies and
properties held by the Trust Bank, until all the dues under the facility Agreement
have been duly paid to the Lender, shall not be considered as part of the assets of
the Borrower or the Trust Bank and being trust property, shall in the case of a
bankruptcy or liquidation of the Borrower or the Trust Bank be wholly excluded from
the assets of the Borrower or the Trust Bank in such bankruptcy or liquidation.

9.05 Notices

All Notices or other communications to be given or made under this Agreement shall
be in writing, shall either be delivered personally or sent by courier, registered or
certified mail or facsimile. The address for service of each Party and its facsimile
number is set out under its name on the signing pages thereto. All notices shall be
effective upon actual receipt save that where a notice is transmitted by facsimile and
is received after 5.30 P.M. on a Business Day or on a day that is not a Business Day,
such notice shall be deemed to be received on the first Business Day following the
date of actual receipt. Without prejudice to the foregoing, a party giving or making a
notice or communication by facsimile shall promptly deliver a copy of such notice or
communication personally, by courier or mail to the addressee of such notice or
communication.
-19-

Any Party may by notice change the addresses and/or addresses to which such
notices and communications to it are to be delivered or mailed. Such change shall be
effective when all the Parties have notice of it.

9.06 Waiver

Failure by any Party at any time to enforce any provision of this Agreement or to
require performance by the other Parties of any provision of this Agreement shall
not be construed as a waiver of such provision and shall not affect the validity of this
Agreement or any part of it or the right of the relevant Party to enforce any
provision in accordance with its terms.

9.07 Severability

If any condition, Clause or provisions of this Agreement not being of a fundamental


nature, is held to be illegal or unenforceable, the validity or enforceability of the
remainder of this Agreement shall not be affected thereby.

9.08 Amendments

No amendment to this Agreement shall be binding unless in writing and signed by


the duly authorised representatives of the Parties.

9.09 Governing Law

This Agreement shall be governed by and construed in accordance with Indian Law.

9.10 Regulatory Approvals

The Trust Bank and the Borrower shall maintain and comply with all regulatory
approvals required for it to establish and operate the designated Account. The Trust
Bank/Borrower represents and warrants to the other Parties that it is not aware of
any reason why such regulatory approvals will not be ordinarily granted to the Trust
Bank/Borrower
-20-

IN WITNESS whereof the Borrower have caused these and copies to be executed on the
date first above written and the Trust Bank and the Lender have caused the same and the
said copies to be executed by the hand of an authorised official.

THE COMMON SEAL OF THE


M/s…………………. Private Limited has
pursuant to the Resolutions of its Board of
Directors passed in that behalf on the ___
day of _____________, 2020 hereunto
been affixed in the presence of Shri
______________________, and Shri
________________________________,
Directors and Shri
___________________________,
Authorised Personof the Borrower who
have signed these presents in token
thereof.

Address: Plot No. B-20/3, Road No. 14,


Hojiwala Ind. Estate Sums, Sachin, Surat -
394 230, in the State of Gujarat

Fax Number:
e-mail:

SIGNED AND DELIVERED BY the within


named Indian Renewable Energy
Development Agency Limited by the hand
of Shri ____________________________,
___________________________________,
an authorised official of IREDA.

Address: Core 4-A, East Court, Ist Floor,


India Habitat Centre, Lodhi Road, New Delhi
– 110 003

Fax No. 011 – 26717416


e-mail:cmd@ireda.in

SIGNED AND DELIVERED BY the within


named __________________ by the hand
of Shri ________________________, an
authorised official of
________________________________.

Address:
Fax Number:
e-mail:
-21-

SCHEDULE – 1

PRESCRIBED FORMAT OF THE BILL TO BE RAISED BY THE BORROWER

INVOICE

To, Date

Developer No.

Mode of Payment of Bill :Cheque favouring


___________________________ Bank A/c Bill for the months of:
M/s. ……………………. Private Limited A/c
IREDA – Account No. ________

S. Particulars Quality Rate : Rs. Amount Rs.


No. kWH Per kWH
1. Net kWH Export to. (Copy enclosed)
Month Export Import Net kWH
KWH kWh

Total Net kWH for Billing


2. Loans:
Respective Power Export by (Copy enclosed)
Month ERKVAH ERKVAH Net
LEAD LAG

Total Net for


Billing

Total
Rounding Off.
Account In Words: Rs.
Co: To, For M/s. __________________________

Authorised Signatory
E&OE
-22-

SCHEDULE – 2

AGGREGATE AMOUNT PAYABLE BY THE BORROWER TO THE LENDER ON EACH


DUE DATE

To be prepared from the statement to be furnished by IREDA showing the instalments


of principal and interest for furnishing post dated cheques

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