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Pre Bid Document

Sale of a stake in a company operating a gas based power plant of 768MW in Rajahmundry, Andhra Pradesh, India

January 2017

IDBI Capital Markets & Securities Limited

(Formerly IDBI Capital Market Services Limited)

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A. INTRODUCTION

A consortium of lenders led by IDBI Bank Limited (“the Clients” or “the Lenders”) are seeking to

divest 55% stake in a company (“the Company”) operating a gas based power plant of 768 MW (2 X

384 MW) located in Rajahmundry, Andhra Pradesh, India (“the Project”), acquired on account of

strategic debt restructuring of a part of the existing loans of the Company in terms of circular of

Reserve Bank of India (“RBI”) dated June 8, 2015 and bearing reference number RBI/2014-15/627

and the Circular on Review of Prudential Guidelines - Revitalizing Stressed Assets in the Economy

dated February 25, 2016 issued by RBI, as amended and supplemented from time to time (“SDR

Scheme”). IDBI Capital Markets & Securities Limited (“IDBI Capital”) has been appointed as an

advisor to manage the bid process (“the Transaction”).

B. ABOUT THE COMPANY AND THE PROJECT

i. Company Overview and Project Background

The Company has implemented a 768 MW (2x384 MW) natural gas based Combined Cycle

Power Plant (CCPP) project at Rajahmundry, Andhra Pradesh, India.

The Company achieved the commercial operations for the Project on 22nd October 2015 and started operating commercially under the e-RLNG scheme.

The Project consists of Natural Gas Based Combined Cycle Power Plant having 2 Blocks of

408.33 MW (Performance at ISO Conditions). Each power block consists of:

1 no. Frame 9 FA GE make Gas Turbine of 240 MW Capacity (at ISO Condition) at

site conditions

1 no. Triple Pressure CMI design HRSG manufactured by L&T under license from

CMI Belgium

1 no. Alstom make Steam Turbine of 144 MW Capacity (at site condition)

During the operational period under e-RLNG scheme, plant achieved average Heat Rate of

1690/ kWH and auxilliary consumption is about 2.9%.

ii. Other salient features:

Proven highly efficient Frame 9 FA GE machines

Supplementary duct firing to meet peak load requirements.

Plant is connected to RGTIL East West Pipeline through GAIL’s KG Basin network.

Can source domestic gas from KG D6 basin and RLNG from west coast.

Can evacuate power for both intra state transmission as well as interstate transmission.

All statutory approvals and clearances are in place

Has Long Term Maintenance and spare part supply contract with General Electric

International Inc. (GEI)]

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iii. Capital Structure

Pursuant to invocation of the SDR Scheme, the Lenders of the Company converted part of

the debt outstanding into equity and undertook flexible structuring scheme (5/25

scheme) in terms of the RBI circular no. RBI/2014

15/126 DBOD.NO.BP:BC.24/21.04.132/2014-15 dated July 15, 2014 on Flexible

structuring of Long Term Project Loans to Infrastructure and Core Industries, as amended

by RBI circular no. DBR. No.BP.BC.53/21.04.132/2014-15 dated December 15, 2014 as

may be further amended from time to time, to elongate the repayment schedule of

balance outstanding debt.

The details of the debt to equity ratio of the Company after invocation of SDR Scheme is

as follows:

Particular Debt and Equity post SDR (Rs. in crores)

Debt 2366.00

Promoter‘s Equity 1157.00

Lender’s Equity 1414.00

Total 4937.00

The Lenders are seeking to divest the Lenders’ Equity as specified above which

constitutes 55% stake in the Company’s equity share capital in accordance with the SDR

Scheme.

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C. SUBMISSION OF EXPRESSION OF INTEREST

1 Introduction

1.1 The Clients are seeking to divest 55% stake in the Company, acquired on account of strategic

debt restructuring of the Company in terms of the SDR Scheme.

1.2 This pre bid document (“Pre Bid Document”) has been prepared to enable potential bidders

to submit their expression of interest subject to the ‘Limitations and Disclaimer’ as set out in

this Pre Bid Document.

1.3 For the purpose of this Transaction, the potential bidder shall ascertain the applicability and

implications of all laws pertaining to the Transaction (including the laws of India) and

shall ensure compliance with the same.

2 Advertisement inviting the bid

An advertisement (“Advertisement”) dated 30th January, 2017 has been issued in leading

newspapers inviting interested parties who fulfills the qualification criteria and who may be

willing to acquire 55% (fifty-five percent) equity shareholding and management control in the

Company to submit their non-binding expression of interest (“EOI”) to participate in the

Transaction (format of the advertisement is annexed as Annexure I). IDBI Capital and its Clients

reserve the right to terminate or alter the Transaction at any stage, without prior notice or

assigning any reasons whatsoever and without incurring any liability in respect thereof. The

prospective bidders shall ensure to read the terms of the Transaction as spelt out in the said

advertisement and the terms specified herein in totality and shall ensure compliance of

the same.

3 Eligibility/ Pre-qualification Criteria for Bidding

3.1 The bidder submitting the expression of interest should be qualified to bid under applicable

laws/regulations & guidelines of statutory/regulatory/governmental authorities.

3.2 The bidder should also meet the following requirements –

In case of body corporate - The consolidated net worth of the bidder or its Group as on

March 31st, 2016 or December 31st, 2016 should be at least INR 500 crores and debt to

equity ratio of the bidder should not be greater than 3:1. For the purpose of calculating

the debt to equity ratio, ‘debt’ should include long term borrowings (incl. current

maturities of long term borrowings) and short term borrowings and ‘equity’ should

include equity share capital and reserves and surplus (excluding revaluation reserves, if

any).

[In this regard, the term ‘Group’ shall mean to include the subsidiary companies and all

other companies and entities in which the bidder exercises control.

A reference to “control” includes the power to appoint majority of the directors or power

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to direct the management and policies of an entity, whether through the ownership of

voting capital, by contract or otherwise.]

In case of a fund – Asset under management or committed capital of the fund as on

March 31st 2016 or December 31st, 2016 should be at least INR 1000 crores.

3.3 The bids are also required to be submitted as per the terms and conditions specified in this

Pre Bid Document and any other subsequent additions and modifications thereof. This

document along with its enclosures does not constitute any commitment on the part of our

Clients or IDBI Capital or any of their respective directors, officers, employees,

representatives, advisors or agents, whether in respect of the Transaction or otherwise.

Furthermore, this invitation confers neither any right nor expectation to any other

subsequent additions and modifications thereof.

3.4 IDBI Capital and its Clients reserve the right to withdraw from the Transaction and/or any part

thereof, to accept or reject any or all offers at any stage of the Transaction and/or modify the

process or any part thereof or to vary any terms at any time without assigning any reason

whatsoever. In such an event no financial obligation whatsoever shall accrue to IDBI Capital

or our Clients or any of their respective directors, officers, employees, advisors or agents.

3.5 The address where all the communications pertaining to the Transaction are to be marked is

given below:-

Marking with Kind Attn.: Mr. Girish Deshpande, Senior Vice President

IDBI Capital Markets & Securities Limited

Mafatlal Centre, 3rd Floor,

Nariman Point, Mumbai – 400 021

Tel: +91 22 4322 1212

Fax: +91 22 4322 1246

Email: project.gas@idbicapital.com

3.6 Enquiries

Any bidders requiring any clarification on the Transaction may notify the authorized

representative by e-mail as mentioned in clause 3.5. The responses will be sent only by e-mail.

IDBI Capital and its Clients reserve the right, in their sole discretion, not to respond to any

questions raised or provide clarification sought, if it is considered that it would be

inappropriate to do so. Nothing in this section shall be taken or read as compelling or

requiring IDBI Capital or its Clients to respond to any question or to provide any clarification.

No extension of any time and date referred to in this Pre Bid Document shall be granted on

the basis or grounds that IDBI Capital or its Clients have not responded to any question/

provided any clarification.

3.7 Expression of Interest

The duly signed expression of interest should be submitted at the address provided in clause

3.5 in the form as indicated in Annexure III (Expression of Interest) of this Pre Bid Document,

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along with all information as requested below and certified true copies of all necessary

supporting documents including but not limited to the following:

Profile of the bidder and its group

PAN Card of the bidder

Registered office/principal place of business of the bidder

Certificate of Incorporation of the bidder (if applicable)

Memorandum and Articles of Association/other constitutional documents of the bidder

Audited balance sheet and profit and loss statement of the bidder for the last financial

year. However, IDBI Capital may call for audited balance sheet and profit and loss

statement for the past three years of the shortlisted bidder.

Net-worth Certificate of the bidder/Group as on March 31, 2016 or as on December 31,

2016 duly certified by an independent chartered accountant.

The bidder and its group to furnish details of any enquiry or investigation(s) or legal

proceedings, threatened or initiated by any statutory/ regulatory or governmental

authorities in India or any other jurisdiction.

The bidder and its group to also submit a statement as regards any indictment by any

income tax, sales tax, customs or excise as well as any other regulatory authorities.

Authorization/delegation of power to enable the authorized signatory to sign the bid.

Non-Disclosure Agreement (“NDA”) duly signed by the bidder in the form substantially

set out in Annexure II (NDA Format) of this Pre Bid Document.

4 Process for Bidding

4.1 Upon receipt of the duly signed and completed expression of interest, IDBI Capital shall after

getting intimation from the Clients advise the eligible bidder(s) about the process thereafter till

the closure of the Transaction.

4.2 The shortlisted bidders will then be required to furnish further information/ confirmations/

undertakings as per requirements of the Clients / IDBI Capital.

4.3 Post signing of the NDA, access to the virtual data room will be provided subject to the basic

diligence of the potential bidder.

4.4 The bid document containing the bidding process along with detailed information about the

Company will be provided in the virtual data room.

4.5 IDBI Capital and the Clients shall not in any way be responsible for any procedural delay and

shall not be assigned any financial loss caused during the Transaction.

4.6 The Clients and IDBI Capital reserve the right to withdraw from the process at any stage of the

process and/or modify the process or any part thereof or to vary any terms at any time without

assigning any reason whatsoever. In such an event no financial obligation whatsoever shall

accrue to the Client or IDBI Capital or any of their respective directors, officers, employees,

advisors or agents.

5 Governing Laws/Jurisdiction/Arbitration

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All matters relating to the Transaction and the bidding procedure shall be governed by the laws of

India. Only Courts at Mumbai shall have the exclusive jurisdiction to decide or adjudicate on any

matter, which may arise in relation to this Pre Bid Document. Bidders are requested to adhere to

laws/guidelines applicable to this Transaction.

D. Limitations and Disclaimers

1. This Pre Bid Document is being provided in connection with gas based power plant of 768

MW (2 X 384 MW) located in Rajahmundry, Andhra Pradesh, India only.

2. The purpose of this document is to collate and provide preliminary information from

available sources to the bidder(s) and is not intended to form the basis of any investment

decision or any decision. This document shall be construed as an invitation to offer and shall

not be interpreted as an offer or recommendation for the Transaction described herein.

3. This document does not imply to be all-inclusive or contain all the information about the

Project or be the basis of any contract. No representation or warranty, expressed or

implied, is or will be made as to the reliability, accuracy or the completeness of any of the

information contained herein. While this document has been prepared in good faith,

neither our Clients nor IDBI Capital nor any of their respective directors, officers,

employees, representatives, advisors or agents make any representation or warranty or

shall have any responsibility or liability whatsoever in respect of any statements made or

omissions here from. Any liability is accordingly expressly disclaimed by our Clients, IDBI

Capital, and any of their respective directors, officers or employees, representatives or

advisors or agents even if any loss or damage is caused by any act or omission on the part of

our Clients, IDBI Capital, or any of their respective directors, officers or employees,

representatives, advisors or agents.

4. This invitation is issued by IDBI Capital for general information purposes only, without

regard to specific suitability, financial situations and needs of any particular person and

does not constitute any recommendation and should not be construed as an offer to sell or

solicitation of an offer to buy, purchase or subscribe to any securities but is merely a non-

binding invitation of offer from interested parties/bidders for the purpose described above.

Neither, this invitation nor anything contained herein shall form the basis of or be relied

upon in connection with any contract or commitment whatsoever from IDBI Capital or

Clients.

5. IDBI Capital shall not be responsible for non-receipt of correspondence sent by any

interested party/bidder through any mode. IDBI Capital shall in no circumstances, be

responsible to bear or reimburse any expenditure or costs incurred by any interested

party/bidder in respect of the submission of the bids. This invitation and information

contained herein or any part of it does not constitute or purport to constitute investment

advice in publicly accessible media and should not be printed, reproduced, transmitted,

sold, distributed or published by the recipient without the prior written approval from IDBI

Capital.

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6. Distributing/taking/sending/dispatching/transmitting this invitation in certain foreign

jurisdictions may be restricted by law, and persons into whose possession this invitation

comes should inform themselves about, and observe, any such restrictions. Neither IDBI

Capital and its affiliates, nor its directors, employees, agents or representatives shall be

liable for any damages whether direct or indirect, incidental, special or consequential

including lost revenue or lost profits that may arise from or in connection with the use of

this invitation. Further, no representation or warranty, expressed or implied, is made or

given by or on behalf of IDBI Capital or its affiliates, nor any person who controls it or any

director, officer, employee, advisor or agent of it, or affiliate of any such person or such

persons as to the accuracy, authenticity, completeness or fairness of the information

contained in this invitation and IDBI Capital or its affiliates or such persons do not accept

any responsibility or liability for any such information and therefore, any liability or

responsibility is expressly disclaimed.

7. Nothing in this document is, or should be relied on, as a promise or representation as to the

future happening/non-happening of events. By acceptance of this document, the recipient

agrees that any information herein will be superseded by any later written information on

the same subject made available to the recipient by or on behalf of our Clients. Our Clients

and IDBI Capital, and any of their respective directors, officers or employees,

representatives, advisors and agents undertake no obligation, among others, to provide

the recipient with access to any additional information or to update this document or to

correct any inaccuracies herein which may become apparent, and they reserve the

right, at any time and without advance notice, to change the procedure for the Transaction

and/or terminate negotiations and/or refuse the delivery of information, at any time prior

to the execution of the transaction documents without any prior notice or stating any

reasons thereof and without incurring any liability in respect thereof.

8. Accordingly, interested parties/ bidders/ recipients should carry out an independent

assessment, due diligence and analysis of the Project, its constituents, subsidiaries and of

the information, facts and observations contained therein before deciding to bid for the

Project.

9. IDBI Capital is acting as an advisor to the Clients for the purpose of this transaction and will

not regard any person (whether or not a recipient of this document or of any other

information) as its clients in relation to this Transaction.

10. This document has not been filed, registered or approved in any jurisdiction; recipients of

this document by resident in jurisdictions outside India should inform themselves of and

observe any applicable legal requirements as may be applicable to them.

11. The Clients reserve their right to approve or reject any proposal under this bidding process,

received by it directly or through IDBI Capital. The Clients reserves the right to reject any or

all proposal without assigning any reason whatsoever.

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12. The bidders should regularly visit IDBI Capital’s website at www.idbicapital.com to keep

themselves updated regarding clarifications/ amendments/ time-extensions, if any in

relation to the Transaction.

13. There is no right of refusal available to the bidder(s).

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Annexure I

IDBI Capital Markets & Securities Limited (IDBI CAPITAL) (Formerly IDBI Capital Market Services Limited)

INVITATION OF EXPRESSION OF INTEREST FOR TAKING OVER A COMPANY (“COMPANY”) OPERATING

THE 768 (2 x 384) MW GAS BASED POWER PLANT AT RAJAHMUNDRY, ANDHRA PRADESH, INDIA (“PROJECT”)

IDBI CAPITAL has been mandated by a consortium of lenders, led by IDBI Bank Limited (“Clients”) to sell 55% of the equity stake of the Company issued to the Clients pursuant to the strategic debt restructuring guidelines issued by the Reserve Bank of India. IDBI CAPITAL invites offers from interested parties who may be willing to buy 55% of the equity shares and take over the management and control of the Company and the Project. Interested parties may download the pre-bid document from IDBI CAPITAL’s website www.idbicapital.com or IDBI Bank Limited’s website www.idbibank.com and submit the bidder details as per the pre-bid document. The pre-bid document can also be obtained by sending an email to project.gas@idbicapital.com. This advertisement does not constitute and will not be deemed to constitute any commitment on the part of IDBI CAPITAL or its Clients. IDBI CAPITAL and its Clients reserve the right to withdraw from/suspend the process or any part thereof, to accept or reject any/all offer(s) at any stage of the process and/or modify the process or any part thereof or to vary any terms without assigning any reasons without any liability. This is not an offer document. This advertisement is subject to the disclaimers and limitations as specified in the pre bid document.

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Annexure II (NDA FORMAT)

CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT

This CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT (“Agreement”) is made on this ___ day of _____, 2017 between _________________________________________, a company incorporated under the Companies Act, 1956 and an existing company under the Companies Act, 2013 and having its registered office at ___________________________________________________________________________ ___________________________________________ (hereinafter referred to as the “__________” or “Disclosing Party I”, which expression shall, unless repugnant to or inconsistent with the context or meaning thereof mean and include its successors and permitted assigns), of the FIRST PART;

AND

IDBI Capital Markets & Securities Limited, a Company incorporated under the Companies Act, 1956 and an existing company under the Companies Act, 2013 and having its Registered Office at 3rd Floor, Mafatlal Centre, Nariman Point, Mumbai- 400 021, (hereinafter referred to as the “Disclosing Party II” or “IDBI Capital” which expression shall, unless repugnant to or inconsistent with the context or meaning thereof mean and include its successors and permitted assigns) of the SECOND PART

AND _________________________________________, a company incorporated under the Companies Act, 1956 and an existing company under the Companies Act, 2013 having its registered office at ___________________________________________________________________________ ___________________________________________ (hereinafter referred to as the “__________” or “Receiving Party”, which expression shall, unless repugnant to or inconsistent with the context or meaning thereof mean and include its successors and permitted assigns), of the THIRD PART executed by Shri. _____________________, duly authorized in that behalf by a resolution of the Board of Directors of the Receiving Party dated ____________, annexed at Annexure A to this Agreement;1 (Receiving Party, Disclosing Party I and Disclosing Party II are hereinafter individually referred to as "Party" and collectively as "Parties".)

1 To be suitably modified in case the Receiving Party is not a company.

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(Disclosing Party I and Disclosing Party II are hereinafter collectively referred to as “Disclosing Parties”.) The term “Receiving Party” shall include their subsidiaries, partners, associates Company, Holding Company and their respective directors, officers, and employees (hereinafter collectively referred to as "Affiliates"), and the rights and obligations of the Parties hereto therefore also shall enure to such affiliates and may be enforced directly by or against such affiliates. As an express condition to each Party disclosing Confidential Information to the other Party and in consideration of the mutual promises and covenants herein, the parties agree as follows: WHEREAS: 1. IDBI Capital is, inter alia, engaged in the business of investment banking, project advisory and financial services. 2. Disclosing Party I is, inter alia, engaged in the business of operating a gas based power plant in Rajahmundry, Andhra Pradesh, India. 3. IDBI Capital has been appointed as an advisor to manage the bid process of divesting 55% of the equity stake, management and control of Disclosing Party I operating a gas based power plant pursuant to the circular of RBI dated June 8, 2015 and bearing reference number RBI/2014-15/627 and the Circular on Review of Prudential Guidelines - Revitalising Stressed Assets in the Economy dated February 25, 2016 issued by RBI as amended and supplemented from time to time (“SDR Scheme”) (hereinafter referred to as the “Transaction”) 4. In respect of exploring and evaluating the Transaction, the Disclosing Party II shall be disclosing certain Confidential Information (as defined below) of Disclosing Party I to the Receiving Party. NOW, THEREFORE, in consideration for the mutual promises and covenants hereunder the Parties agree as follows:

1. "CONFIDENTIAL INFORMATION" shall mean any information and any idea in whatever form, tangible or intangible, whether disclosed to or learned by the Receiving Party, pertaining in any manner to the business of the Disclosing Parties or to the Disclosing Parties’ affiliates, subsidiaries, consultants or business associates, whether in written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form, and whether or not labeled as confidential by the Disclosing Parties or otherwise provided by the Disclosing Parties. "Confidential Information" includes, without limitation, the following: (a) schematics, techniques, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements; (b) information about costs, profits, markets and sales; (c) plans for future development and new product concepts; and (d) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to the Receiving Party by the Disclosing Parties, as well as written or verbal instructions or comments.

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Confidential Information also includes the substance of any negotiations or communications relating to the purpose, the existence or status of such negotiations or communications or other facts pertaining to the purpose, and the existence of this Agreement. Confidential Information may also include information disclosed by a Disclosing Party through expressly authorized third parties.

2. USE OF CONFIDENTIAL INFORMATION AND NON-DISCLOSURE: The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party, without the prior written approval of the Disclosing Parties. The Receiving Party agrees to use the Confidential Information only for the purposes of evaluating the possibility of a future collaboration between the Parties The Receiving Party shall disclose the Confidential Information only to such employees who need to know the Confidential Information to evaluate the possible business transaction with the Disclosing Parties and who have signed agreements that obligate them to treat all Confidential Information confidential as required under this Agreement. The Receiving Party agreed and undertakes that it shall not use any Confidential Information for any purpose except to evaluate a possible business transaction between the Parties.

Further, the Receiving Party shall not disclose the Confidential Information to third parties, including independent contractors or consultants, without the prior express written consent of the Disclosing Parties, and shall advise such third parties of their obligations of confidentiality and non-disclosure hereunder.

The Receiving Party shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Confidential Information; provided, however, that such measures shall be no less stringent than measures taken to protect its own confidential and proprietary information. Each Party agrees that it will not interfere with or circumvent any business of the other Party through the use of any Confidential Information acquired hereunder nor use any Confidential Information for its own account. The Receiving Party acknowledges that the Disclosing Parties are neither responsible nor liable for any business decisions made by the Receiving Party in reliance upon any Confidential Information disclosed pursuant hereto. The Receiving Party shall ensure that the Confidential Information will not be copied or

reengineered or reproduced or transmitted by any means and in any form whatsoever

(including in an externally accessible computer or electronic information retrieval system)

by the Receiving Party or its representatives except in accordance with this Agreement.

The Receiving Party shall immediately inform the Disclosing Parties of any unauthorized use

or disclosure, misappropriation or misuse by any person of any Confidential Information,

upon the Receiving Party having notice or knowledge of the same.

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3. NO OBLIGATION OF CONFIDENTIALITY: The obligation of confidentiality shall not apply

with respect to any particular portion of information if the same:

(a) is in or enters the public domain, other than by breach by the Receiving Party;

(Confidential information shall not be deemed to be publicly available by reason only that it

is known to a few of those people to whom it might be of commercial interest, and a

combination of two or more portions of the Confidential Information shall not be deemed

to be publicly available by reason only of each separate portion being so available).

(b) is known to the Receiving Party on a non-confidential basis prior to disclosure under this Agreement, at the time of first receipt, or thereafter becomes known to the Receiving Party without similar restrictions from a source other than the Disclosing Parties; (c) is rightfully received by the Receiving Party from a third-party who did not acquire or disclose such information by a wrongful or tortuous act. However, the Disclosing Parties shall not be responsible or liable for the authenticity or accuracy of such information; (d) is furnished to others by Disclosing Parties without restrictions similar to those herein on the right of such others to use or disclose; and (e) is approved in writing by the Disclosing Parties for disclosure. Confidential Information that is required by law to be disclosed by the Receiving Party may be disclosed only to the extent required under applicable law, provided that the Receiving Party gives the Disclosing Parties written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the Confidential Information from public disclosure.

4. RETURN OF INFORMATION: Within ten (10) business days following either a request from

the Disclosing Party I and/or Disclosing Party II or the completion of business dealings between the Parties hereto or upon termination of this Agreement, the Receiving Party will deliver to the Disclosing Parties all tangible copies of the Confidential Information, including but not limited to magnetic or electronic media containing the Confidential Information, note(s) and paper(s) in whatever form containing the Confidential Information or parts thereof, and any copies of the Confidential Information in whatever form. The Disclosing Party I, at its sole option, may request in writing that the Receiving Party destroy all copies of the Confidential Information. If the Disclosing Party I and/or Disclosing Party II requests that such Confidential Information be destroyed, the Receiving Party will destroy the Confidential Information and, within ten (10) business days of the notice from Disclosing Party I and/or Disclosing Party II to destroy the Confidential Information, will certify in writing to the Disclosing Parties that the Confidential Information has been completely destroyed.

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5. NON-CIRCUMVENTION: For as long as this Agreement remains in effect and for a minimum of six (6) months after the termination of this Agreement, the Receiving Party and any of its Affiliates will not make any effort to circumvent the terms of this Agreement in an attempt to gain the benefits or considerations granted to it under the Agreement by taking any actions to indirectly gain the benefits of the Confidential Information, including but not limited to contracting with or contacting directly any target acquisition, client, company, or proposed investor as identified by the Disclosing Parties or any other party which the Disclosing Party I or Disclosing Party II has identified as having access to without the express permission in writing of the Disclosing Parties.

6. DISCLOSURES

Nothing in this Agreement shall be construed as requiring the Disclosing Party I and/or the

Disclosing Party II to disclose any Confidential Information to the Receiving Party or its

affiliates. It is within the absolute discretion of the Disclosing Party I and/or the Disclosing

Party II to determine (in its sole opinion) whether any Confidential Information is suitable or

necessary to be so disclosed.

7. REMEDIES: The Receiving Party agrees that the unauthorized disclosure or use of

Confidential Information will cause irreparable harm and significant injury, which may be difficult to ascertain. The Receiving Party recognizes that its violation of this Agreement could cause the Disclosing Parties irreparable harm and significant injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in damages inadequate. Therefore, the Receiving Party agrees that the Disclosing Parties may have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the Disclosing Parties deems appropriate. This right may be in addition to any other remedy available to the Disclosing Parties in law or equity.

8. INDEMNIFICATIONS: The Receiving Party shall meet the Disclosing Parties requirement

and instruction with respect to use of the Confidential Information under this Agreement, and shall indemnify and hold the Disclosing Parties, its directors, agents, employees and officers harmless from and against any and all losses, damages, costs and any other suits, actions or claims, directly or indirectly, incurred with respect to non-compliance by the Receiving Party or its Affiliates with the Disclosing Parties requirement, instruction and/or this Agreement. Further, in the event the Disclosing Parties suffers any loss or damage due to the acts and omissions of any other persons with whom the Receiving Party or its Representatives have shared the Confidential Information, then in such an event the Receiving Party shall be liable under this Agreement.

9. OWNERSHIP OF INFORMATION: The Disclosing Party I hereto retains title to its

Confidential Information and all copies thereof. The Receiving Party hereby acknowledges that the Confidential Information is proprietary to the Disclosing Parties. Further, each

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Party represents that it has no agreement with any other party that would preclude its compliance with this Agreement.

10. SURVIVAL: Receiving Party's duty of confidentiality under this Agreement regarding the

Confidential Information shall survive the termination of this Agreement.

11. NO REPRESENTATION, WARRANTY OR GUARANTEE

No Confidential Information received by the Receiving Party from the Disclosing Parties shall constitute representations, warranties or guarantees upon which the Receiving Party may rely and the Disclosing Parties shall assume no responsibility, obligation nor liability in this regard to the Receiving Party relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom.

12. ASSIGNMENT

Neither Party shall have the right to assign this Agreement (or any part hereof) without the prior written consent of the other Party. Any assignment without such consent shall be void and is a material breach of this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit and be binding upon the Parties named herein and their respective successors and assigns.

13. NOTICES Any communication in connection with this Agreement must be in writing and be delivered personally, or by registered mail receipt acknowledged, facsimile or e-mail (if receipt of the complete facsimile or electronic mail is confirmed in writing by the recipient) to the address set out in Schedule I (Addresses for Notices) of this Agreement.

14. WAIVER No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a Party shall not constitute a waiver by such party of the right to pursue any other available remedies.

15. SEVERABILITY If any provision (or part thereof) of this Agreement is held to be in violation of any applicable law, the same shall be deemed to be deleted from this Agreement. The remainder of this Agreement shall remain in full force and effect as if such provision (or part thereof) had not originally been contained in this Agreement. Notwithstanding the foregoing, the Parties shall negotiate in good faith to agree on the terms of a mutually acceptable alternative provision in place of the provision so deleted.

16. GOVERNING LAW AND DISPUTE RESOLUTION

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This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by Indian Laws. The Courts of Mumbai shall have exclusive jurisdiction to resolve any disputes with respect to this Agreement or the Confidential Information with each party irrevocably consenting to the jurisdiction thereof for any actions, suits or proceedings arising out of or relating to this Agreement or the Confidential Information. Nothing in this Agreement shall prevent either party from seeking injunctive relief (or any other provisional remedy or equitable relief) from any court having jurisdiction over the parties and the subject matter of the dispute to protect any and all of their respective rights.

17. GENERAL: (i) Failure to enforce any provision of this Agreement shall not constitute a

waiver of any term hereof. (ii) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces any existing agreement entered into by the Parties relating generally to the same subject matter. (iii) This Agreement may not be amended, modified or cancelled except by a writing signed by Parties and duly acknowledged by them. (iv) This Agreement may be executed in separate counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument. (v) This arrangement is only for the purpose of sharing of information and does not obligate the Parties to enter into any further agreement or arrangement relating to any matter arising out of or pertaining hereto. (vi) No license expressed or implied in the Confidential Information is granted to the Receiving Party other than to use the information in the manner and to the extent authorized by the Agreement and for the Transaction.

18. AGREEMENT Each person executing this Agreement warrants and represents that he or she has the authority to enter into this Agreement on behalf of the Party whose name appears below their signature and at no time hereafter will any contention/defense to the contrary be allowed to be raised by any Party.

19. TERM This Agreement shall be effective from the date hereof and shall continue for a period of 12 (twelve) months (“Term”).

20. TERMINATION

This Agreement shall automatically stand terminated on the expiry of the Term. The Parties shall further have the right to terminate this Agreement by a prior written notice of 15

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(fifteen) days without any obligation towards each other, except the obligation of the Parties which survive after termination of this Agreement.

21. HEADINGS Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

For and on behalf of the Disclosing Party I __________________ (Authorised Signatory)

For and on behalf of the Disclosing Party II __________________ (Authorised Signatory)

For and on behalf of the Receiving Party __________________ (Authorised Signatory)

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SCHEDULE I

ADDRESS FOR NOTICES

1. For the Disclosing Party I Address: _________________ Attn: ____________________ Tel No.: _________________ Fax No.: _________________ Email: __________________

2. For the Disclosing Party II

Address: _________________ Attn: ____________________ Tel No.: _________________ Fax No.: _________________ Email: __________________

3. For the Receiving Party Address: _________________ Attn: ____________________ Tel No.: _________________ Fax No.: _________________ Email: __________________

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Annexure A

[Copy of the resolution/ authority letter of the Receiving Party to be annexed.]

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Annexure III

Format of the Expression of Interest

[To be submitted on the letter head of the bidder]

To, The Senior Vice President IDBI Capital Markets & Securities Limited (“IDBI CAPITAL”) 3rd Floor, Mafatlal Center, Nariman Point Mumbai 400 021, India. Sub: - Sale of a stake in a company operating a gas based power plant of 768MW in Rajahmundry, Andhra Pradesh, India Ref: - Advertisement dated 30th January, 2017 published in Economic Times and Business Standard (“Advertisement”) Dear Sir, In connection with the Advertisement and the pre bid document uploaded for the same, We, the undersigned bidder hereby offer our expression of interest for purchasing 55% stake in a company operating a gas based power plant of 768MW in Rajahmundry, Andhra Pradesh, India (“Transaction”). Please see below the brief particulars of the bidder [and its Group]: (i) Name of the bidder:

(ii) Registered office/principal place of business of the bidder:

(iii) Constitution of the bidder: [private limited company/public limited company/foreign portfolio

investor/others (details to be specified)]

(iv) Profile of the bidder and [its Group] and its nature of business:

(v) Shareholding pattern/profit sharing pattern of the bidder: Please see below the details of contact person of the bidder: Name: Designation: Address: Phone Nos.: Fax Nos.: E-mail address: We are also enclosing herewith the certified true copies of the following supporting documents for your

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consideration:2 1. [●] 2. [●] 3. [●]

The information submitted by us including the enclosures is complete, strictly as per the requirements

stipulated in the pre bid document and is correct to the best of our knowledge and understanding. We

would be solely responsible for any errors or omissions in this expression of interest.

Thanking you, (Signature) Yours faithfully, Name and address of Authorized Signatory

(Designation)

2 Details of all the relevant supporting documents as per Clause 3.7 of the pre-bid document to be inserted.

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