Petition No. 12/MP/2017. Case: Gurgaon Palwal Transmission Limited and Ors. Vs U.P. Power Corporation Limited and Ors.. Central Electricity Regulatory Commission

Order:

1. The first petitioner herein, Gurgaon Palwal Transmission Limited, has been granted transmission licence under Section 14 of the Electricity Act, 2003 (hereinafter referred to as "the Act") to transmit electricity as a transmission licensee and for that purpose to undertake the business of establishing transmission system for "creation of new 400 kV GIS Sub-station in Gurgaon and Palwal area as a part of ISTS" on "Build, Own, Operate and Maintain? (BOOM) basis, the details of which are specified in the schedule attached to the licence issued vide order dated 29.9.2016.

2. Gurgaon Palwal Transmission Limited and IDBI Trusteeship Services Limited have filed a combined petition for creation of security in favour of IDBI Trusteeship Limited as Security Trustee pursuant to the Security Trustee Agreement and other relevant financing documents by way of mortgage/hypothecation/assignment on project assets for benefit of the lenders to the project. The petitioners have made the following prayers:

   (a) Approve the creation of security Interest, over all the movable and immovable assets of Petitioner No. 1 and to the extent as mentioned in paras 5 and 6 above, in favour of Security Trustee/Lenders and for subsequent transferees, assigns, novatees thereof and any refinancing lenders to the project, acting on behalf of and for the benefit of the Lenders pursuant to Indenture of Mortgage Agreement and other security creating documents/Financial Agreements and for future refinancing transactions also, by way of mortgage/hypothecation/assignment of Mortgaged Properties and Project Assets and for amendment of the security documents to include the assigns, transferees and novatees of the Lenders.

   (c) Pass such other order/orders, as may be deemed fit and proper in the facts and circumstances of the case;

3. According to the first petitioner, for the purpose of finance for the project, the first petitioner requested the lenders for which lenders have agreed to make available financial assistance for amounting to Rs. 800 crore as rupee term loan for the project. In this regard, Yes Bank Limited has agreed to act as lead bank for the consortium of lenders. For this purpose, the first petitioner and Yes Bank Limited have appointed the second petitioner, namely IDBI Trusteeship Services Limited as Security Trustee (hereinafter referred to as 'Security Trustee') who has agreed to act as Security Trustee for the lenders including their assigns, transferees and novatees and has entered into Security Trustee Agreement and Facility Agreement on 7.10.2016.

4. The first petitioner has submitted that pursuant to the Facility Service Agreement, the secured obligations are secured by,

   (a) A first charge on all the Borrower's immovable properties in relation to the Project including the project site, both present and future;

   (b) A first charge on all the borrower's movable assets in relation to the Project, including moveable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets in relation to the Project, both present and future;

   (c) A first charge over all Account and all other bank accounts of the Borrower in relation to the Project including the Trust and Retention Account, DSRA and other reserves and the sub-accounts (or any account in...