V. VENKATACHALAM Resolution Professional (IBBI/IPA-002/IP...

V. VENKATACHALAM

Resolution Professional – (IBBI/IPA-002/IP-N00267/2017-18/10780)

R/o. No. 12-13-205, Street No. 2, Tarnaka, Secunderabad - 17

Email ID: [email protected]

List of Financial Creditors of Sai Wardha Power Generation Limited (“the Company”)

S No. Name of the Financial Creditor Amount Claimed

(A) Claim Admitted

(B) Amount Under

Verification (A-B) Security Interest and

Guarantee

1 IDBI Bank Limited 1623,33,93,480 1623,33,93,480 - Annexure 1

2 Standard Chartered Bank 860,10,59,308 860,10,59,308 - Annexure 2

3 Oriental Bank of Commerce 382,12,97,017 382,12,97,017 - Annexure 3

4 Axis Bank Limited 341,12,00,492 231,96,59,359 109,15,41,133 Annexure 4

5 Indian Overseas Bank 330,81,53,947 330,81,53,947 - Annexure 5

6 State Bank of India 225,60,80,776 225,60,80,776 - Annexure 6

7 Punjab National Bank 205,02,05,879 205,02,05,879 - Annexure 7

8 Edelweiss Asset Reconstruction Company Ltd 175,32,89,723 175,32,89,723 - Annexure 8

9 Central Bank of India 147,17,25,277 147,17,25,277 - Annexure 9

10 UCO Bank 114,60,78,418 114,60,78,418 - Annexure 10

11 India Opportunities III Pte Ltd 104,68,39,860 104,68,39,860 - Annexure 11

12 Bank of India 78,24,81,002 78,24,81,002 - Annexure 12

13 Assets Care and Reconstruction Enterprise Limited 73,13,98,337 73,13,98,337 - Annexure 13

14 Punjab & Sind Bank 52,31,65,953 52,31,65,953 - Annexure 14

15 Andhra Bank 8,89,56,800 - 8,89,56,800 No security claimed

Total 47,22,53,26,269 46,04,48,28,336 1,18,04,97,933

Notes:

1. The list of financial creditors is updated as per proof of claims and supporting documents received up to 1st January 2019.

mailto:[email protected]

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2. The claim admitted is based on the amount claimed in Form C and supporting documents submitted to substantiate proof of claims. Variances

occurring between amount claimed and claim admitted are under verification.

3. Claims in foreign currency have been converted into INR (Indian Rupee) as per Regulation 15 of Insolvency and Bankruptcy Board of India

(Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

4. Security Interest is under verification pending clarifications/documents.

5. The list of financial creditors and their respective claims are subject to further revision / updation based on the additional information requested with

respect to claims.

6. Queries and Concerns, if any, can be addressed to Resolution Professional at [email protected].

V.Venkatachalam

IP Registration No. IBBI/IPA-002/IP-N00267/2017-18/10780


1st January, 2019




V. VENKATACHALAM




Annexure 1

LENDER SECURITY MENTIONED IN THE FORM C

FACILITY AMOUNT

SECURITY PACKAGE (as per deposited documents)

IDBI Bank Limited

Primary Security (i) a first charge by way of a

legal/ equitable mortgage over all present and future land and other fixed or immovable assets of the Company both present and future;

(ii) a first charge by way of

hypothecation of all movable assets of the Company, both present and future, including but not limited to movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles of the Company;

(iii) a first charge on all bank

accounts of the Company including, without limitation, the Retention Account and the Debt Service Reserve Account and each of the other

Facility of USD 175 Million

Deed of Hypothecation dated May 30, 2013, executed by the Company in favour of IDBI Trusteeship Services Limited (“2013 DoH”): (i) All movable assets of the Company and all documents, including insurance and

other instruments and documents relating to them;

(ii) All current assets of the Company;

(iii) All the rights, title, interest, benefits, claims and demands whatsoever of the Company in relation to (i) all agreements entered into by the Company including the project documents; (ii) any letter of credit, guarantee or performance bond provided by any counterparty to any project document in favour of the Company, duly acknowledged and consented to, where required, by the counter-party; (iii) all insurance and reinsurance policies and related proceeds; (iv) all sums standing credit to the Company’s bank accounts (excluding the “Base Cash Reserve Account” and the “Additional Cash Reserve Account”), all amounts credited thereto and all related guarantees, letters if credits or other securities against which withdrawals from the bank accounts have been permitted to be made; (v) all the intangibles of the Company.

(iv) All products of income from and proceeds of sale or other disposition of any rights, easements, benefits, options, agreements, indemnities, warranties or covenants in relation to the above.

(v) All title, interests, benefit, claims and demands whatsoever of the Company in and to the “Base Cash Reserve Account” and the “Additional Cash Reserve Account” and all sums lying therein are charged exclusively to the IDBI Bank and Standard Chartered Bank and “Administrative Parties”.


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FACILITY AMOUNT


accounts requires to be created by the Company under this Agreement and any Project Document (other than the Base Cash Reserve Account and the Additional Cash Reserve Account and the cash therein, which shall be exclusively charged in favor of the Lenders and the Administrative Parties);

(iv) a first charge /

assignment on all present and future intangible assets of the Company, including but not limited to the goodwill, rights, undertakings, intellectual property and uncalled capital of the Company; and

(v) assignment of all rights

and licenses and benefits under or in relation to the Project Agreements (and duly acknowledged and

Memorandum of entry dated August 11, 2014 executed by the Company in favour of IDBI Trusteeship Services Limited: Mortgage over certain land parcels in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Indenture of Mortgage dated March 10, 2015 (“2015 IoM”) executed by the Company in favour of IDBI:

(i) All immovable properties of the Company, more particularly described in schedule

4 of the 2015 IoM; (ii) All the movable assets mentioned in schedule 5 of the 2015 IoM, as well as all

intangible and tangible assets of the Company; (iii) All rights, title, interests, benefit, claims and demands of the Company in relation to

the Project Documents, licenses, permits, approvals, consents provided in schedule 6 of the 2015 IoM;

(iv) All rights, title, interests, benefit, claims and demands of the Company in relation to insurance contracts required for the Project or required under any financing document

(v) All accounts of the Company required to be created under any project documents or any financing document, all related receivables, moneys, investments, securities etc.,

(vi) All amounts owing to and received or receivable by the Company including book debts and receivables, including uncalled capital and all rights, title, interests, benefit, claims and demands whatsoever of the Company.

(vii) All title, interests, benefit, claims and demands whatsoever of the Company in and to the “Base Cash Reserve Account” and the “Additional Cash Reserve Account” and all sums charged exclusively to IDBI Bank Limited and Standard Chartered Bank for a USD facility.


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FACILITY AMOUNT


consented by the relevant counterparties to the Project Agreements) and other agreements and authorizations entered/ obtained by the Company necessary for construction and operation of the Project;

(vi) an assignment of all

insurance policies of the Company

Collateral Security (i) a share pledge over such

number of equity/ preference shares held by the Sponsors in the existing issued, subscribed and paid up share capital of the Company, as would represent 51% (fifty one per cent.) of the issued, subscribed and paid up share capital of the Company;

Deed of Pledge dated August 11, 2014 executed by KSK Electricity in favor of IDBI Trusteeship Services Limited: KSK Electricity has undertaken to pledge, 18,73,74,000 fully paid “Class B Equity Shares” held by it in dematerialized form/ physical form as, constituting 5l% (fifty one percent) of the existing issued, subscribed and paid up equity shares of the Company. Memorandum of Entry dated September 14, 2015, executed by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Supplemental memorandum of entry dated September 14, 2015 by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth.

RTL- Facility of Rs. 87 Crore.

Memorandum of Entry dated September 14, 2015 executed by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth.


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FACILITY AMOUNT


(ii) Pledge of Shares of KSK Energy Ventures Limited Energy venture at the extent of Rs. 200 Crore, based on lower market price (closing) for the last 6 month (for IDBI and SCB ECBs aggregating USD 250 Mn)

Supplemental memorandum of entry dated September 14, 2015 by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Deed of Hypothecation dated March 31, 2015 executed by the Company in favour of IDBI Trusteeship Services Limited:

(i) all current assets and of all movable assets of the Company, both present and

future, including but not limited to movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles of the Company;

(ii) all the rights, interests (but not any obligations or liabilities) under the documents, letters of credit, guarantee etc. in relation to the Project;

(iii) all bank accounts of the Company including, other than the “cash reserve account” and the amounts therein;

(iv) all intangible assets of the Company, including but not limited to the goodwill, rights, undertakings, intellectual property and uncalled capital of the Company; and

(v) an assignment of all insurance policies of the Company.


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Annexure 2


FACILITY AMOUNT


Standard Chartered Bank

(i) First pari passu charge on all fixed assets of the company shared with all the other lenders;

(ii) Pledge of shares of KSK

Energy Ventures Limited.

Senior external commercial borrowing of USD 75 million

Declaration for Creation of Equitable mortgage dated August 11, 2014 executed by the Sai Wardha Power Company in favour of IDBI Trusteeship Services Limited: Mortgage land and other immovable property belonging to the Company in Maharashtra, with all buildings and structures erected, constructed, standing and all plant and machinery attached to the earth, or permanently fastened to anything attached to earth.

Deed of Hypothecation dated May 30, 2013, executed by Wardha Power Company Limited in favour of IDBI Trusteeship Services Limited: (i) All movable assets of the Company and all documents, including insurance and

other instruments and documents relating to them; (ii) All current assets of the Company; (iii) All the rights, title, interest, benefits, claims and demands whatsoever of the

Company in relation to (i) all agreements entered into by the Company including the project documents; (ii) any letter of credit, guarantee or performance bond provided by any counterparty to any project document in favour of the Company, duly acknowledged and consented to, where required, by the counter-party; (iii) all insurance and reinsurance policies and related proceeds; (iv) all sums standing credit to the Company’s bank accounts (excluding the “Base Cash Reserve Account” and the “Additional Cash Reserve Account”), all amounts credited thereto and all related guarantees, letters if credits or other securities against which withdrawals from the bank accounts have been permitted to be made; (v) all the intangibles of the Company.


(v) All title, interests, benefit, claims and demands whatsoever of the Company in and to the “Base Cash Reserve Account” and the “Additional Cash Reserve Account”


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FACILITY AMOUNT


and all sums lying therein are charged exclusively to IDBI Bank and Standard Chartered Bank and “Administrative Parties”.

Deed of Pledge dated August 11, 2014 executed by KSK Electricity Financing India Private Limited in favor of IDBI Trusteeship Services Limited: KSK Electricity has undertaken to pledge, 18,73,74,000 fully paid “Class B Equity Shares” held by it in dematerialized form/ physical form as, constituting 5l% (fifty one percent) of the existing issued, subscribed and paid up equity shares of the Company. Memorandum of entry dated August 11, 2014 executed by the Company in favour of IDBI Trusteeship Services Limited: Mortgage over certain land parcels in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Unattested agreement for pledge of shares on dated May 30, 2013 executed by KSK Energy Limited in favour of IDBI Trusteeship Services Limited: KSK Energy Limited has undertaken to pledge 4,79,04,192 equity shares of KSK Energy Ventures Limited for the USD 250 million facility by Standard Chartered Bank and IDBI Bank Limited provided to the Company.

Corporate guarantee of KSK Energy Ventures Limited, shares of KSK Energy Ventures Limited.

2 subordinate external commercial facilities of USD 20 Million

Pledge agreement executed by KSK Energy Limited as the pledgor; IDBI Trusteeship Services Limited as the Security Trustee and KSK Energy Ventures Limited as the company KSK Energy Limited has agreed to create a first ranking pledge 27, 200,000 shares held by it in KSK Energy Ventures Limited.


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Annexure 3

LENDER SECURITY MENTIONED IN THE

FORM C

FACILITY AMOUNT SECURITY PACKAGE (as per deposited documents)

Oriental Bank of Commerce (“OBC”)

The details of the assets secured have not been specifically set out in the Form C.

Facility of Rs 188 Crore (in the form of cash credit, letter of credit and bank guarantee)

The agreement of hypothecation of assets dated June 3, 2010 (“DoH 1”) by the Company in favour of OBC (securing facilities of Rs. 158 crore): For cash credit: first charge, by way of hypothecation, on the entire current asset of the company both present and future on pari passu basis with other working capital lenders. For bank guarantee limit: second charge on the assets which are charged to term lenders, For letter of credit facility: hypothecation charge over the goods in case of LC on DA basis. DoH 1 was extended to the 188 crore facility on May 21, 2011 (“DoH 2”), mentioning the following security package: For cash credit: first charge by way of hypothecation on the entire current assets of the company, both present and future. For bank guarantee: counter guarantee of the company For the letter of credit facility: documents of title of goods in case of “LC” on pari passu basis hypothecation charge over in case of “LC on DA basis”. First charge on fixed assets which one charged to term lender for the above limits. The supplemental deed of hypothecation dated August 22, 2015 between the company and bank from Rs. 188,00,00,000 to the same amount, mentioning same security as the DoH 2. Memorandum of Entry dated September 14, 2015, executed by Company in favor of IDBI Trusteeship Services Limited:


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FORM C


Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Supplemental memorandum of entry dated September 14, 2015 by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth.

Facility of Rs. 15 Crore

Memorandum of Entry dated September 14, 2015, executed by Company in favor of IDBI Trusteeship Services Limited Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Supplemental memorandum of entry dated September 14, 2015 by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth.

Claims under a corporate guarantee provided by the

Corporate Guarantee dated April 28, 2017 by the Company in favour of PNB (as the security agent for itself, Central Bank of India, Oriental Bank of Commerce, Indian Overseas Bank and Punjab & Sind Bank)


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FORM C


Company for a facility of KSK Water Infrastructures Private Limited. The underlying loan agreements have not been provided. However, from the corporate guarantee documents, we understand that the total facility KSK Water Infrastructures Private Limited from the consortium of lenders (including Punjab and Sind Bank), which has been guaranteed by the Company is Rs. 595.86 Crore.

Guaranteeing the payments all amounts due in relation to the facility of Rs. 595.86 Crore. We note that the obligations of the Company under the corporate guarantees mentioned above are not secured.


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Annexure 4


FORM C

FACILITY AMOUNT SECURITY PACKAGE (as per deposited security documents)

Axis bank Limited

First pari passu charge over the immovable, movable and current asset of the company. (for the BG Facility of Rs. 205 crore)

Bank guarantee facility of Rs. 205 Crore

Composite deed of hypothecation dated April 25, 2012 executed by the Company in favor of Axis Bank: (i) on all current assets of the Company; and (ii) on all movable properties of Company. Memorandum of Entry dated September 14, 2015, executed by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Supplemental memorandum of entry dated September 14, 2015 by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth.

Bank guarantee facility of Rs. 125 crore availed by the Company, as a part of a facility of Rs. 300 Crore availed by KSK Energy Ventures Limited.

Deed of Hypothecation dated March 28, 2011 executed by Wardha Power Company Limited in favour of Axis Bank:

(i) Subservient charge over all stock in trade including raw materials, cash and all other current assets of the Company, including all outstanding receivables, bills etc owed to the Company;

(ii) All movable fixed assets of the Company The above deed of hypothecation secures the bank guarantee facility only to the extent of Rs. 75 Crore availed by the Company. The security for the remaining facility is yet to be verified.


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Annexure 5

LENDER SECURITY MENTIONED IN THE FORM C FACILITY AMOUNT SECURITY PACKAGE (as per deposited documents)

Indian Overseas Bank

Form C pertaining to KSK Water Infrastructure Private Limited: Corporate guarantee executed by M/s Sai Wardha Power Generation Ltd for the credit facility granted to M/s KSK Water Infrastructure Private Limited Form C pertaining to the Company: (i) a first charge by way of a legal/ equitable mortgage over all present and

future land and other fixed or immovable assets of the Company both present and future;

(ii) a first charge by way of hypothecation of all movable assets of the

Company, both present and future, and current assets; (iii) a first charge on all bank accounts of the Company including, without

limitation, the Retention Account and the Debt Service Reserve Account and each of the other accounts requires to be created by the Borrower under this Agreement and any Project Document (other than the Base Cash Reserve Account and the Additional Cash Reserve Account and the cash therein, which shall be exclusively charged in favor of the Lenders and the Administrative Parties);

(iv) a first charge / assignment on all present and future intangible assets of

the Company, including but not limited to the goodwill, rights, undertakings, intellectual property and uncalled capital of the Company;

(v) assignment of all rights and licenses and benefits under or in relation to

the Project Agreements (and duly acknowledged and consented by the

To be ascertained from pursuant to review of documents.

No security / guarantee documents have been provided. However, from our review of the memorandum of entry and supplemental memorandum of entry, each dated September 14, 2015 executed by Company in favor of IDBI Trusteeship Services Limited, we note that the mortgage created therein secure a facility of Rs. 170 Crore provided by Indian Overseas Bank.


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relevant counterparties to the Project Agreements) and other agreements and authorizations entered/ obtained by the Company necessary for construction and operation of the Project;

(vi) an assignment of all insurance policies of the Company; (vii) a share pledge over such number of equity/ preference shares held by the

Sponsors in the existing issued, subscribed and paid up share capital of the Company, as would represent 51% (fifty one per cent.) of the issued, subscribed and paid up share capital of the Company.


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Annexure 6


FACILITY AMOUNT


State Bank of India

Primary Security (i) Pari passu first charge on

current assets of the company along with other working capital and team lenders in MBA;

Collateral Security (i) Pari passu first charge on

all the fixed assets of the company (including EM of the land and building belonging to the company) along with other working capital and term lenders in MBA

Facility of Rs. 200 Crore.

Agreement of hypothecation dated February 17, 2010, supplemented on March 26, 2011 and September 21, 2012 executed by Company as borrower in favour of the State Bank of India: Charge over all movable assets of the Company. The deed of hypothecation mentions that the security is for payment and discharge by the Company of the facility availed or any other form of indebtedness from SBI, unless specifically excluded. Deed of Hypothecation dated May 30, 2013, executed by the Wardha Power Company Limited in favour of IDBI Trusteeship Services Limited: (i) All movable assets of the Company and all documents, including insurance and

other instruments and documents relating to them;

(ii) All current assets of the Company;

(iii) All the rights, title, interest, benefits, claims and demands whatsoever of the Company in relation to (i) all agreements entered into by the Company including the Project Documents; (ii) any letter of credit, guarantee or performance bond provided by any counterparty to any Project document in favour of the Company, duly acknowledged and consented to, where required, by the counter-party; (iii) all insurance and reinsurance policies and related proceeds; (iv) all sums standing credit to the Company’s bank accounts (excluding the “Base Cash Reserve Account” and the “Additional Cash Reserve Account”), all amounts credited thereto and all related guarantees, letters if credits or other securities against which withdrawals from the bank accounts have been permitted to be made; (v) all the intangibles of the Company.


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FACILITY AMOUNT



(v) All title, interests, benefit, claims and demands whatsoever of the Company in and

to the “Base Cash Reserve Account” and the “Additional Cash Reserve Account” and all sums lying therein are charged exclusively to the USD lenders (IDBI Bank and Standard Chartered Bank) and Administrative parties.

Memorandum of entry dated August 11, 2014 executed by the Company in favour of IDBI Trusteeship Services Limited: Mortgage over certain land parcels in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Memorandum of Entry dated September 14, 2015 executed by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Supplemental memorandum of entry dated September 14, 2015 by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth.


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Annexure 7

LENDER SECURITY MENTIONED IN THE FORM C FACILITY AMOUNT GUARANTEE (as per deposited documents)

Punjab National Bank (“PNB”)

For Term Loan (i) First pari passu charge on all immovable

(including land and building) and movable assets of the company both present and future, (excluding Anicut/Barrage being constructed by Water Resources Dept of Chhattisgarh Govt and cost of the same spent by the company would be recovered out of the monthly bill raised by the WR Dept);

(ii) First pari passu charge/assignment on all revenues and receivables of the company relating to the project from the Project or otherwise;

(iii) First pari passu charge on the Escrow Account, Debt Service Reserve Account and other reserves and any other bank accounts of the borrower relating to the project wherever maintained, both present and future;

(iv) First pari passu charge on all intangible assets of the borrower including but not limited to goodwill, uncalled capital, present and future;

The underlying loan agreements have not been provided. However, from the corporate guarantee documents, we understand that the total facility KSK Water Infrastructures Private Limited from the consortium of lenders (including PNB), which has been guaranteed by the Company is Rs. 595.86 Crore.

Corporate guarantee dated November 19, 2011 executed by Wardha Power Company Limited in favor of PNB (“2011 CG”): Guaranteeing the payments all amounts due in relation to the facility of Rs. 150 cr availed by KSK Water Infrastructures Private Limited and undertaking to pay all due amounts on demand, in case of a default. Corporate Guarantee dated April 12, 2012 executed by Wardha Power Company Limited in favour of PNB (as the security agent for for itself, Central Bank of India, Oriental Bank of Commerce, Indian Overseas Bank and Punjab & Sind Bank (“PNB Consortium”)): Guaranteeing the payments all amounts due in relation to the facility of Rs. 507 crore availed by KSK Water Infrastructures Private Limited (which includes the facility of Rs. 150 crore guaranteed by the 2011 CG) Corporate Guarantee dated April 28, 2017 by the Company in favour of PNB (as the security agent for the PNB Consortium) Guaranteeing the payments all amounts due in relation to the facility of Rs. 595.86 Crore availed by KSK Water Infrastructures Private Limited.


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(v) Assignment/Agreement to assign by way of

charge pari passu in favour of lenders, all the rights , titles and interests of the Borrower from all contracts, insurances, licenses in, to, and under all assets of the Project and all project documents, Engineering Procurement and Construction contracts, Other contracts, O&M related agreements, Service contracts, etc., Land Sale Deed, which the Borrower is party to including contractor guarantees, liquidated damages and all other contracts relating to the project;

Collateral Security:

(i) Pledge of 51% of promoters’ shares in favour

of consortium of lenders;

(ii) EM on 167.786 Hectare Land in the name of M/S Wardha Power Company Limited (WPCL) & 38.18 acre land (15.457 hectare) in the name of M/s KSK Water Infrastructure Pvt. Ltd.

We note that the obligations of the Company under the corporate guarantees mentioned above are not secured.


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Annexure 8

LENDER SECURITY AS PER THE ASSIGNMENT AGREEMENT

FACILITY AMOUNT


Edelweiss Asset Reconstruction Company (“EARC”)

The Form C does not specifically set out the secured assets. However, as per the Form C, the claim arises from an assignment agreement dated August 24, 2018 execute by IDFC Bank Limited, as the assignor; and EARC as the Assignee (“EARC Assignment Deed”). The EARC Assignment Deed provides that the loans assigned and all the rights therein are to be held in trust by EARC for the benefit of the holders of the security receipts issued by it.

Facility of Rs. 194 Crore.

Pledge agreement Dated March 30, 2012 by KSK Electricity Financing India Private Limited in favor of IDFC:1 Pledges over shares equivalent to 23% of the total paid up equity share capital (8, 45, 02,000 equity shares of 10 each) as security for the repayment of loan. Deed of guarantee dated March, 30 2012 By KSK Electricity Financing India Private Limited and Sai Regency Power Corporation Private Limited, in favor of IDFC. Guarantees repayment of the facility of 194 crore and the payments all amounts due in relation to the facility and undertaking to pay all due amounts on demand, in case of a default by the Company, to remain effective till security interest, as required under the facility agreement is perfected and certain other conditions are fulfilled. Unattested deed of hypothecation dated March 30, 2012 executed by Wardha Power Company in favour of IDFC:2 (i) a first charge by way of hypothecation on all movable assets of the Company; (ii) a first charge on all bank accounts of the Company;

1 We understand as per our discussion with EARC that (i) no fresh document executed for EARC in relation to this pledge, (ii) the process of modification of charge to change the

name of the chargeholder from IDFC Bank to EARC is under process, and (iii) the pledge has been invoked but shares have not been sold and therefore, pursuant to the invocation,

the debt has not been waived to any extent.

2 We understand as per our discussion with EARC that (i) no fresh document executed for EARC in relation to this hypothecation and (ii) the process of modification of charge to change the name of the chargeholder from IDFC Bank to EARC is under process.


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FACILITY AMOUNT


(iii) a first charge / assignment on all intangible assets of the Company, goodwill, and

uncalled capital of the Company; (iv) assignment of all rights, title, interests, claims, demands and benefits under or in

relation to the ‘Project Documents’; the clearances; letter of credit, guarantee, performance bond, corporate guarantee, bank guarantee; all insurance policies, pertaining to the Project; and

(v) first charge on the Company’s cash flow, book debts, revenues, and receivables and any other revenue whatsoever.

[Memorandum of entry dated August 11, 2014 executed by the Company in favour of IDBI Trusteeship Services Limited: Mortgage over certain land parcels in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Memorandum of Entry dated September 14, 2015, executed by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth.]3

3 We have been provided with amendment agreement dated November 18, 2015 to a security trustee agreement dated May 30, 2013, which requires acceding lenders to execute a

deed of accession and provides a format for the same. Further, the Amendment dated November 18, 2015 provides (in the definition of “Secured Parties”) that IDFC shall be

considered a secured party under the STA upon execution of the lenders’ deed of accession. We understand that IDFC has acceded the security trustee agreement for both the

facilities of Rs. 194 crore and Rs. 13 crore. We note that the security trustee agreement dated May 30, 2013 provides in the interpretation clause that a “person” includes all its

successors and assignees and therefore, pursuant to the EARC Assignment Deed, EARC should be able to have benefit of the security created pursuant to such security trustee

agreement.


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FACILITY AMOUNT


Facility of Rs. 13 Crore provided by IDFC

Unattested deed of hypothecation dated July 7, 2015 executed by the Company in favor if IDBI:4 (i) all movable assets of the Company and all documents relating to such assets and

all rights thereunder; (ii) all the current assets, including book debts, receivables, stock of raw materials,

finished and semi-finished goods, accounts receivable, operating cash flows (excepting monies lying in the “Cash Reserve Account” and “Additional Cash Reserve Account”), all related movables etc;

(iii) all products of, income from and proceeds of sale or other disposition of and any rights, easements, benefits, options, agreements, indemnities, warranties or covenants in respect of all of the foregoing;

(iv) all rights under all project documents; (v) any letter of credit, performance bonds etc in relation to the project; (vi) all insurance policies and the related proceeds; (vii) all sums standing to the credit of bank accounts of the Company (other than

those lying in the “Cash Reserve Account” and “Additional Cash Reserve Account”);

(viii) all clearances; and (ix) all intangible assets of the Company The charge shall be created in the pari passu manner. Memorandum of Entry dated September 14, 2015, executed by Company in favor of IDBI Trusteeship Services Limited Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth.

4 We understand from EARC that no accession deed has been executed for the corresponding security trustee agreement dated July 7, 2015. However, from the said security trustee agreement, we note that the same does not need a deed of accession and the rights are available to assignees and novatees.


V. VENKATACHALAM





FACILITY AMOUNT


Unattested deed of hypothecation dated April 6, 2016 executed by the Company in favor if IDBI5

(i) all the current assets and the movable assets of the Company; (ii) all intangible assets of the Company; (iii) all claims under the project documents; (iv) all claims, benefits, claims demands in any letter of credit, performance

bond, corporate guarantee, bank guarantees provided under the project documents;

(v) all licenses in relation to the project; (vi) all rights, titles and benefits in the clearances pertaining to the project; (vii) all bank accounts of the Company (excluding the ‘cash reserve account’); (viii) all insurance policies covering the assets of the project; and (ix) the trust and retention account, debt service account, major maintenance

reserve and other reserves and other bank accounts of the Company, (excluding the ‘cash reserve account’ and the cash therein).

5 The verification of the security interest under this document is subject to our review of the corresponding security trustee agreement.


V. VENKATACHALAM




Annexure 9


FACILITY AMOUNT GUARANTEE (as per deposited documents)

Central Bank of India

(i) EM on 167.786 Hectares Land in the name of M/s Wardha Power Company Limited (presently Sai Wardha Power Generation Limited);

(ii) Corporate Guarantee by

M/s Sai Wardha Power Generation Limited.

The underlying loan agreements have not been provided. However, from the corporate guarantee documents, we understand that the total facility KSK Water Infrastructures Private Limited from the consortium of lenders (including Central Bank of India), which has been guaranteed by the Company is Rs. 595.86 Crore.

Corporate Guarantee dated April 28, 2017 by the Company in favour of PNB (as the security agent for itself, Central Bank of India, Oriental Bank of Commerce, Indian Overseas Bank and Punjab & Sind Bank) Guaranteeing the payments all amounts due in relation to the facility of Rs. 595.86 cr and undertaking to pay all due amounts on demand, in case of a default by the Company. We note that the obligations of the Company under the corporate guarantees mentioned above are not secured.


V. VENKATACHALAM




Annexure 10


UCO Bank Primary Security For the term loan of Rs. 150 Crore: 1st Pari-passu mortgage & hypothecation Charge over the land building, plant & machinery and other immovable & movable fixed assets of the existing & expansion project of the company (both existing & future) at MIDC, Warora, Chandrapur district Maharashtra. [On Phase – II project] valued at Rs. 2936.84 Crore (Fair Market Value) as per valuation made by M/s Maharashtra Valuers & Consultants in its report dated 12.01.2017. For the term loan of Rs. 9 Crore: i) The Facility together with interest, further interest additional interest,

liquidated damages, costs, charges, expenses, and all other monies whatsoever payable by the Company shall be secured by the following security interest, to be created in favour of Security Trustee, already appointed, in a form and manner satisfactory to Lenders.

ii) A first Pari-passu charge by way of Legal/equitable mortgage over land and all fixed assets/immovable assets of the Borrower, present and future; (including 140.32 hectares of leasehold land and 26.69 hectares of Freehold land and all fixed assets/immovable assets of the Borrower)

iii) A first Pari-passu charge on entire current assets & movable assets of the company by way of hypothecation of entire, both present and future, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, both present and future;

iv) A first Pari-passu charge on all the company’s bank accounts including, without limitation, the TRA Account and the Debt Service Reserve Account to be established by the company and each of the other accounts as required to be created by the company under any Project Document; (other

As per the Form C, facilities of Rs. 150 Crore and Rs. 9 Crore

The supporting documents provided are currently under review. However, from our review of the memorandum of entry and supplemental memorandum of entry, each dated September 14, 2015 executed by Company in favor of IDBI Trusteeship Services Limited, we note that the mortgage created therein secure facilities of Rs. 150 Crore and Rs. 9 Core provided by UCO Bank.


V. VENKATACHALAM





than the Cash Reserve Account and the cash therein); v) A first pari passu charge/ assignment on all the intangible assets of the

Borrower, including but not limited to the goodwill, rights, undertakings, Intellectual Property, uncalled capital, trademarks, patents both present and future.

vi) Assignment of all rights and benefits under or in relation to the Project Agreements (and duly acknowledged and consented to by the relevant counter-parties to such Project Agreements) and other agreements or Authorizations entered/obtained by the Borrower necessary for construction and operation of the Project.

vii) Assignment of all insurance policies; viii) Share pledge over Sponsor’s shares/preference capital representing 51%

ownership interest of Sponsor in the Borrower; ix) Security wo;; be shared on first charge on pari passu basis for the

additional debt [except Cash Reserve] with Existing Rupee Lenders, ECB Lenders (USD 250 inn), working capital lenders (except pledge) and lenders participating in the additional term loan for meeting the cash flow gap.

Collateral Securities (For all credit facilities): i) 2nd pari passu hypo, charge on the entire current assets of the company’s

project at Warora (1st charge with WC lenders), valued at Rs. 94.61 crore as per valuation made by M/s Maharashtra Valuers & Consultants in its report dated 12.01.2017

ii) Pledge of promoters’ shareholding in the company to the extent of 51% of equity capital in favour of project lenders on pari-passu basis.

iii) A first charge on the Trust and Retention Account, Debt Service Reserve Account and other reserves and any other bank accounts of the Company wherever maintained on pari passu basis with other term lenders.

iv) Assignment of all project contracts, documents, insurance policies relating to power plants, rights, titles, permits/approvals, clearances etc.


V. VENKATACHALAM




Annexure 11


FACILITY AMOUNT

SECURITY PACKAGE AND GUARANTEE (as per deposited documents)

India Opportunities III Pte Limited

The details of the assets secured have not been specifically set out in the Form C.

Debentures of a face value of Rs. 100 Crore

Two unattested deeds of hypothecation dated June 30, 2017 by Company in favor of Vistra ITCL (India) Limited: (i) first priority exclusive security interest on the ‘Debenture Subscription Amount’ and

related amounts; (ii) first priority exclusive security interest on the Service Fee Account and all receivables

under the ‘Services Agreement’ and all rights, titles, interests of the Company in, to and under the ‘Services Agreement’.

Deed of guarantee dated April 30, 2017 executed by the KSK Energy Company Private Limited in favor of Vistra ITCL(India) Limited (as debenture trustee): Guaranteeing the payments all amounts due in relation to the debentures and undertaking to pay all due amounts on demand, in case of a default by the Company. Indenture of Mortgage on June 30, 2017 executed by the Company as the mortgagor in favour of Vistra ITCL(India) Limited as the debenture trustee: Mortgage over certain lands in Tamil Nadu along with the buildings and structures thereon.


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Annexure 12


Bank of India

Primary security (i) First charge/ assignment of all revenues/ receivables of the borrower from

the project or otherwise; (ii) a first charge by way of a legal/ equitable mortgage over all present and

future movable and immovable assets of the Company; (iii) a first charge on all bank accounts of the Company including, without

limitation, the Retention Account and the Debt Service Reserve Account and each of the other accounts requires to be created by the Borrower under this Agreement and any Project Document (other than the Base Cash Reserve Account and the Additional Cash Reserve Account and the cash therein, which shall be exclusively charged in favor of the Lenders and the Administrative Parties);

(iv) a first charge / assignment on all present and future intangible assets of the Company, including but not limited to the goodwill, rights, undertakings, intellectual property and uncalled capital of the Company; and

(v) assignment of all rights and licenses and benefits under or in relation to the Project Agreements (and duly acknowledged and consented by the relevant counterparties to the Project( Agreements) and other agreements and authorizations entered/ obtained by the Company necessary for construction and operation of the Project;

(vi) first charge/ assignment in favor of lenders of all the right title, interest, benefits, claims and demands whatsoever of the company in any letter of credit guarantee, performance bond provided by any party to the project documents

Collateral Security: Share pledge comprising 51% (fifty one per cent.) of the equity share capital of the Company

To be ascertained from pursuant to review of documents.

No security / guarantee documents have been provided. However, from our review of the memorandum of entry and supplemental memorandum of entry, each dated September 14, 2015 executed by Company in favor of IDBI Trusteeship Services Limited, we note that the mortgage created therein secure a facility of Rs. 150 Crore provided by Bank of India.


V. VENKATACHALAM




Annexure 13


FACILITY AMOUNT

SECURITY PACKAGE (as per deposited documents)6

Assets Care & Reconstruction Enterprise Ltd (“ACRE”)

(i) Hypothecation of all Company’s movable assets of, both present and future, including but not limited to movable plant and machinery, equipment, appliance and furniture, including Cash flow, receivables, stock and account receivables and the documents as set out in the deed of hypothecation dated 01.04.2015;

(ii) Mortgage charge over the land as

set out on Memorandum of Entry dated 14.09.2015 and supplemental MOE Dated 14.09.2015;

(iii) Pledge of 51% shares of the

Company held by KSK Electricity financing India private limited and KSK energy Ventures Limited as set out in 2nd supplemental deed of pledge dated 19.02.2016.

Rs. 55 crore (availed by the Company from Standard Chartered Bank and assigned to ACRE by way of deed of assignment of debt dated May 19, 2016 executed by Standard Chartered Bank as assignor and ACRE as the assignee

Unattested Deed of hypothecation dated April 1, 2015 executed by the Company in favor of IDBI Trusteeship Services Limited as Security Trustee:

(i) All the movables of the Company; (ii) All the current assets of the Company; (iii) All the intangible assets of the Company; (iv) all rights, titles, licenses, benefits, claims, demands under or in

relation to the project documents, contracts, bonds guarantees etc;

(v) licences and all insurance policies in relation to the projects; (vi) All products of, income from and proceeds of sale or other

disposition of and any rights, easements, benefits, options, agreements, indemnities, warranties or covenants in respect of all foregoing;

(vii) Insurance policies, reinsurance policies and proceeds thereof; (viii) Any letter of credit, guarantee or performance bond; (ix) All sums standing to the credit of any of the bank accounts of the

Company (other than the “Base Cash Reserve Account” and the “Additional Cash Reserve Account” by the Company pursuant to the terms of facility agreement);

(x) All clearances and all rights and benefits thereunder.

6 The verification of the security is subject to review of the relevant security trustee agreements and the corresponding deeds of accessions, as requisitioned.


V. VENKATACHALAM





FACILITY AMOUNT

SECURITY PACKAGE (as per deposited documents)6

Memorandum of Entry dated September 14, 2015 executed by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth. Supplemental memorandum of entry dated September 14, 2015 by Company in favor of IDBI Trusteeship Services Limited: Immovable property in Maharashtra together with all the buildings and structures thereon and plant and machinery attached to the earth, permanently fastened to anything attached to earth.


V. VENKATACHALAM




Annexure 14


Punjab and Sind Bank

Primary security: (i) First pari passu charge on all immovable (including land and building) and

movable assets of the company both present and future, (excluding Anicut/ Barrage being constructed by Water Resources Dept. of Chattisgarh Govt and cost for the same spent by the company would be recovered out of the monthly bill raised by the WR Dept.);

(ii) First pari passu charge/ assignment on all revenues and receivables of the company relating to the project from the Project or otherwise;

(iii) First pari passu charge on the Escrow Account, Debt Service Reserve Account and other reserves and any other bank accounts of the borrower relating to the project wherever maintained, both present and future;

(iv) First pari passu charge on all intangible assets of the borrower including but not limited to goodwill, uncalled capital, present and future;

(v) Assignment/ Agreement to assign by way of charge paripassu in favour of lenders, all the rights, titles and interests of the Borrower from all contracts, insurances, licenses in, to, and under all assets of the Project and all project documents, Engineering Procurement and Construction contracts, Other contracts, O&M related agreements, Service contracts, etc., Land Sale deed, which the Borrower is party to including contractor guarantees, liquidated damages and all other contracts relating to the project;

Collateral: (i) 51% of promoters’ shares are pledged in favour of consortium of lenders

and held by PNB, the Lead Bank. (ii) EM on 167.786 Hectares of Land in the name of M/s. Wardha Power

Company Limited (WPCL) & 38.18 acre land (15.457 hectare) in the name of M/s KSK Water Infrastructure Pvt. Ltd.

[To be ascertained from the underlying loan documents]

Corporate Guarantee dated April 12, 2012 executed by Wardha Power Company Limited in favour of PNB (as the security agent for itself, Central Bank of India, Oriental Bank of Commerce, Indian Overseas Bank and Punjab & Sind Bank): Guaranteeing the payments all amounts due in relation to the facility of Rs. 507 Crore availed by KSK Water Infrastructures Private Limited


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