MADHYA PRADESH MADHYA KSHETRA VIDYUT VITARAN

COMPANY LIMITED

(Wholly Owned Government of M. P. Undertaking) Regd. Office: Nishtha Parisar, Govindpura Bhopal 462023 0755-, 2602033

CMD/CZ/ Comm. / Bhopal dated: 23.03.12

To,

M/s Smart Wireless Private Limited

Tel. No.: 09820305891

Fax. No: 022 – 24945260

135, Continental Building,

Dr. Annie Besant Road Worli Mumbai 400 018

Email ID: sagarsule@esselgroup.com

Kind Attention: Mr. Sagar Sule, Group CTO

Sub: Letter of Award for appointment of Input based Distribution Franchisee for

distribution and supply of electricity in Gwalior Town against your response to RFP

specification No. CMD/CZ/COMM./Franchisee/2011/234/ Gwalior Town/1216 dated

1st October 2011 (revised on 3rd

January 2012).

Reference:

1. RFP (Tender Specification no. CMD/CZ/COMM./Franchisee/2011/234/ Gwalior

Town/1216 dated 1st October 2011 (revised on 3rd

January 2012); including all

corrigendum/ addendum issued in this regard by MPMKVVCL (hereinafter

collectively referred to as the “RFP”)

2. Your Response Dtd. 15/02/2012 on the above RFP.

3. Submission(s) made by you on 01.03.12 in response to the clarification letter issued by

MPMKVVCL on 23.02.12 vide letter no. 2359.

4. Our Letter of Intent dtd. 19.03.12 vide letter no. 2593.

5. Your acceptance to the Letter of Intent on 22.03.12

Dear Sirs,

With reference to your Bid submitted in response to RFP Specification cited above, we are pleased

to accept your Financial Bid for Gwalior Town Distribution Franchisee and hereby issue this

Letter of Award (LOA) in favour of your consortium (comprising of M/s Smart Wireless Pvt.

Ltd. (Lead Member), M/s Essel Infraprojects Ltd, and M/s PAN India Network Infravest Pvt.

Ltd., Mumbai) for appointment as Distribution Franchisee for distribution and supply of

electricity in Gwalior Town under the jurisdiction of MPMKVVCL, Bhopal.

1. Scope of Work

The Distribution Franchisee (DF) shall be responsible for the various activities related

to the distribution and supply of electricity in Gwalior Town (Franchisee Area) as

mentioned in Clause 3.1 (i) to (xix) of the above referred RFP document.

2. Rates This LOA is being issued on the basis of input energy rates quoted by you vide your

offer dtd. 15.02.12 in the Price Bid submitted in response to the RFP specification

mentioned above for appointment of distribution franchisee in Gwalior Town. The

quoted input rate(s) for each year of the Contract Period are as follows:

Year Input Rate (Rs/ kWh)

(Rs. in figures) (Rs. in words)

Year 1 3.350 Rupees Three and Paisa Three Five Zero only

Year 2 3.400 Rupees Three and paisa Four Zero Zero only

Year 3 3.800 Rupees Three and Paisa Eight Zero Zero Only

Year 4 4.141 Rupees Four and Paisa One Four One Only

Year 5 4.210 Rupees Four and Paisa Two One Zero Only

Year 6 4.374 Rupees Four and Paisa Three Seven Four Only

Year 7 4.469 Rupees Four and Paisa Four Six Nine Only

Year 8 4.563 Rupees Four and Paisa Five Six Three Only

Year 9 4.577 Rupees Four and Paisa Five Seven Seven Only

Year 10 4.587 Rupees Four and Paisa Five Eight Seven Only

Year 11 4.591 Rupees Four and Paisa Five Nine One Only

Year 12 4.680 Rupees Four and Paisa Six Eight Zero Only

Year 13 4.709 Rupees Four and Paisa Seven Zero Nine Only

Year 14 4.710 Rupees Four and Paisa Seven One Zero Only

Year 15 4.711 Rupees Four and Paisa Seven One One Only

3. Incorporation of Special Purpose Vehicle (SPV)

As per the provisions of Clauses 25.1 and 25.2 of the above referred RFP, you are

required to mandatorily incorporate a Special Purpose Vehicle (SPV) within forty-five

(45) days of the date of issue of this LOA, unless already incorporated. Please note that

the Distribution Franchisee Agreement (DFA) is to be executed between the SPV so

formed and MPMKVVCL. You are required to obtain the certificate of commencement

of business of such SPV and submit a copy of the same, along with its charter

documents (viz., Memorandum of Association and Articles of Association) to

MPMKVVCL, Bhopal.

4. Submission of Payment Security and Performance Guarantee

As per the provisions of Clause 27.1 of the above referred RFP, you are required to

furnish a Payment Security in the form of a confirmed, unconditional revolving and

irrevocable letter of credit (“ Letter of Credit” or “IRLC”) for an amount of Rs. 77

Crore (Rs. Seventy Seven Crore) from any scheduled bank. As per the provisions of

Clauses 27.2 & 27.3 of the above referred RFP, you are also required to furnish a

Performance Guarantee, in the form of an irrevocable and unconditional Bank

Guarantee from any scheduled bank for an amount of Rs. 42 Crore (Rs. Forty Two

Crore Only).

Both the Payment Security and Performance Guarantee are to be furnished within 60

days of acceptance of this LOA, and should be initially valid for a period of twelve (12)

months from the date of its issue, which shall further be renewed as per the relevant

provisions of the DFA.

5. Execution of Distribution Franchisee Agreement (DFA)

You are also requested to submit the DFA duly executed by the authorised signatory of

SPV ,within 45 days of acceptance of this LoA on a non judicial stamp paper worth Rs.

250/-, duly sealed and signed by authorised signatory on each page and affixing

common seal at the appropriate place in the DFA. The DFA should be supported with

the necessary BoD Resolution/Power of Attorney for the authorised signatory.

6. Date of Commencement of work

The Effective Date shall be intimated subsequently by MPMKVVCL to the Distribution

Franchisee to commence its operations as per the provisions of the Distribution

Franchisee Agreement.

7. As per clause 22.3(ii) of RFP, two copies of this Letter of Award (LOA) are being sent.

You are requested to submit your unconditional acceptance on each page of one copy of

the LOA, mentioning “Accepted unconditionally” under the signature of authorised

signatory, within ten (10) days from the date of issue of this letter. This LOA is subject

to compliance of all the terms and conditions indicated in the RFP and the Distribution

Franchisee Agreement mentioned under subject.

Failure to comply with any of the above requirements listed out at point no. 3, 4 & 5 above

may result in the cancellation of this LoA, annulment of the award and forfeiture of the

Earnest Money Deposit as per the terms of the RFP.

Thanking you.

Yours Sincerely,

-Sd-

Chief General Manager (Commercial)

O/o CMD (CZ), MPMKVVCL, Bhopal

Copy to:-

1) The CMD (WZ), MPPKVVCL Bhopal.

2) The CMD (EZ), MPPKVVCL Jabalpur.

3) The CGM (GR), MPMKVVCL, Bhopal.

4) The Director (Finance), MPMKVVCL Bhopal.

5) The Executive Engineer (Franchisee)

-Sd-

Chief General Manager (Commercial)

O/o CMD (CZ), MPMKVVCL, Bhopal