This Amendment to the Agreement ("Amendment Agreement") is made on this

th
day of 8 January 2013 at Chennai by and between:

Indbharath Thermal Power Limited, a company incorporated under the

Companies Act, 1956 and having its Registered Office at New No.20 (Old
No.129), Chamiers Road, Nandanam, Chennai 600035 represented by its
Chairman, hereinafter referred to as IBTPL(which expression shall mean and
include its successor-in-business and assigns) of the ONE PART;

AND

e SOUTH GANGA WATERS TECHNOLOGIES PRIVATE LIMITED, a

company incorporated under the Companies Act 1956 and having its Registered

,~ th
Office at A, Gokul Arcade, 5 Floor, East Wing, No.2 & 2 A Sardar Patel Road,
Adyar, Chennai - 600 020, represented by its Chairman, hereinafter referred to as
SG, (which expression shall mean and include its successors, assigns of interest
legal heirs) of the OTHER PART.
g
Hereafter, IBTPL and SG shall be individually referred to as 'Party' and collectively as 'Parties'.
A

8
~

,~
 WHEREAS:

A. IBTPL and SG had executed an Agreement dated 10"' June 20 IO("Agreement") for
supply of Potable Water from SG to IBTPL as per the daily requirements of IBTPL.

B. Parties have subsequently held various discussions on the revision for the price of water
supplied and mutually agreed to amend the Agreement. Accordingly, in order to reflect
this understanding between the Pnrties, the Parties have agreed to amend the Second
Amendment Agreement as more particularly s~t out hereunder.

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS UNDER:

l. This Amendment Agreement forms an integral part of the Agreement.

(
2. The Parties hereby agree that the following amendment to the Agreement shall be
effective from I" December 2012 :

2.1 The following clauses of the Agreement shall be amended as under:

Article 4

b) IBTPL shall pay SG for the quantum of water supplied at 23 paise per litre (Paise
Twenty Three only) during the first twelve months of water supply. Billing for
the same shall be done at month emlls. The taxes, duties if any payable to
Central or State Government and other local administrative bodies are payable
by IBTPL.

2.2 In all other clauses of the Agreemenl wherever the price of water
supplied/delivered is mentioned as 16 paise per litre shall stand amended to 23
paise/per litre.

3. Miscellaneous

3.1 Save and to the extent amended by Clause 2 of this Amendment Agreement, the
Agreement, shall continue to remain in full force and effect in accordance with its
terms.

.'
 3.2 The Parties agree that all other provisions of the Agreement, shall apply mutatis
mutandis to this Amendment Agreement, as if set out specifically herein and incorporated
into this Amendment Agreement.

IN WITNESS HEREOF THE PARTIES HAVE EXECUTED THIS AMENDMENT

AGREEMENT ON THE DAY AND YEAR FIRST HEREINABOVE WRITTEN

For lndbharath Thermal Power Limited For SOUTH GANGA WATERS

TECHNOLOGIES PRIVATE LIMITED

~=LtiAH{MAN ~RE:~
Witness Witness

-S: '\J, N.dJ'fco0Y'~--J

K~4r

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------~~ -----~---
 12TH June 2010
Ref:SGWTfIBTPLfOOlf0610

To
Mfs. Ind -Barath Thermal Power. Ltd
Plot No. 30-A, Road No.1, Film Nagar
Jubilee Hills, Hyderabad-500 096
Tel: 040-23553461

Kind Attn: Mr. D.Madhusudhan Reddy - Director -Finance

Dear Sir,

We are enclosing the original signed copy of the Water Supply Agreement between
SGWT and lBTPL for your records.

We also kindly request you to release the interest .fue advance of Rs. 50 Lakhs [Rupees
Fifty Lakhs only] as pel' clause 4.6.1 of Article 4 of the agreement.

Thanks and Regards

S.V.Natarajal
Authorised Signatory

A, 5th Floor, Gokul Arcade - East Wing, No.2 & 2A, Sardar Patel Road, Adyar, Chennal - 600 020
Tel. 044·24423863, 24424155, 24424157, 24424160 Fax: 91-44-24424156 .
~).

h'~",~;: 3913
, 1(: \I,.II"~ M~N~.
STAMP Vfi:NDOfl
~.1'!q, 9599/<'\1/1/2000 Df : 31.3.~'
~~104. I'LlAIAMMA"J KOll 51
AOYAR
'.\L elif"'!'!AHJOO 0'1«'
,....~ .".,ll

WATER SUPPLY AGREEMENT

BETWEEN

IND-BARATH THERMAL POWER LTD

AND

SOUTH GANGA WATERS TECHNOLOGIES PRIVATE LTD.

~ This Agreement (the "Agreement") is entered into on this day of 1.{)... q.4:?,~/{Jat Chennai

~I BETWEEN:
f',
. IND-BARATH THERMAL POWER LTD a company incorporated
~ under the Indian Companies Act, 1956 and having its registered. office at'New No.20
~ (Old No.1 29), Chamiers Road, Nandanam, Chennai 600035 (the "IBTPL")
 AND

SOUTH GANGA WATERS TECHNOLOGI.ES PRIVATE LTD, a

company incorporated under the Indian Companies Act, 1956 and having its
registered office at A-I, Gokul Flats, 250 R.K.Mutt Road, R.A.Puram,
Chennai 600 028 (the "SG").

IBTPL AND SG are individually referred to herein as "Party" and collectively as

"Parties".

WHEREAS, IBTPL has proposed to put up a 3 X 150 MW CFBC coal based power
plant at Tuticorin District, Tamil Nadu (the "IBTPL Facility"); and

WHEREAS, IBTPL requires potable quality water for their boiler and other uses and the
quality of water is key determinant for performance of IBTPL equipments.

(~
, I
WHEREAS, SGis experienced and competent in mobilization, construction, operation
and maintenance of suitable facilities and supply of Potable Water; and

WHEREAS, IBTPLdesires to buy from SG Potable water (as such term is defined
herein) for generation of power to the IBTPL Facility and may enter into an agreement
with such SG for that purpose; and

WHEREAS, the IBTPL and the SG now desire to set forth the terms pursuant to which
SG shall provide Potable water for the Facility.

NOW THEREFORE, in consideration of the mutual convenants contained herein and

other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, HEREBY AGREE as follows:

ARTICLE 1

i·
1. DEFINITIONS

l.l Unless otherwise required by the context in which any defined term appears, or
unless otherwise specifically defined otherwise in this Agreement, defined terms
used in this Agreement (as indicated by initial capitalization ) shall have the
meanings set forth below:

2
"IBTPL Facility" means the 3 X 150 MW CFBC technology based coal based
power plant proposed to be Tuticorin District, Tamil Nadu.

"Billing Period" means and includes each of the following:

a) the period from the date of supply of water by SG to IBTPL facility to the
end of that Month; and

b) each successive period of one (I) calendar month thereafter prior to the last
month of the Term; and

c) the period from the first Day of the last Month of the Term to the last Day of
the Term.

"Business Day"means any Day other than a day on which commercial banks in
Chennai, TamilNadu, India, are required or authorised by law or regulation to
Close.

"Change ill Law" means any of the following events: (a) enactment or
issuance of any new approval required to be obtained by the IBTPL , or any new
law (including any act, rule, regulation, notification, order or instruction having
the force oflaw), 01' (b) the amendment alteration,
modification or repeal of any existing approval or Consent, law or regulation of
an Indian Governmental Agency (including, without limitation, any law or
regulation relating to any taxes, levies, duties, customs, deductions, charges,
withholdings, cesses, imp0l1fees or assessments or any expropriation or
compulsory acquisition), 01' (c) change in the manner in which any Indian Legal
Requirement is applied or interpreted by a competent court, tribunal, Indian
Government Agency or statutory authority, in each of cases (a) through (c)
above coming into effect after the date of execution of this Agreement. The
above covers Indian, Tamilnadu and Local Governments.

" Change-in-Law Adjustment" shall have the meaning set forth in section 4.9.

"Consents" means approvals, consents, clearances, confirmations, permissions,

"no objections certificates", permits, sanctions, authorizations or other

requirements that are required from Govern·mental Agencies with respect to

the Project.

"Day" means each twenty-four Hour period of time beginning and ending at
00:00 midnight, Indian Standard Time.

3
 "Forced Outage" means any interruption of the generating capability of one
or more Units that is not the result of Scheduled Outage.

"Government" means the Government of India or Government of the state of

Tamil Nadu or Local Government agencies.

"Invoice" means a document in a form agreed between the Parties for the
Monthly water supply charges as provided by the SG to the IBTPL for payment
of the water supply charges.

"Invoice Amouut" has the meaning specified in Section 4.7.3.

"Main Meters" means main water meters as mutually agreed by SG and

IBTPL and installed at water off-take point at IBTPL facility.

"Metering Equipment" means the "Main Meters" which shall be installed at

the IBTPL Facility by SG and check meters (the "Check Meters") at the SG
Facility and of the same accuracy and make and which shall be installed by SG
at its cost.

"Month" means a period beginning at 00:00 hours on the first Day of the
calendar month and ending at 00:00 hours on the first Day of the next
calendar month.

"Outages" means the Scheduled, Preventive or Emergency Outage of the

machinery/equipment situated at IBTPL Facility or SG Facility.

"Potable Water" means Raw water treated by SG to the performance

standards set out in Schedule I.

"Potable Water Discharge Point" means the designated point at SG Facility

where the Potable water is being dispatched to IBTPL Facility shall be
(~
metered before transmission through the Pipeline to the Water Off-take Point.

"Pipeline" means the underground pipeline to be laid by SG from SG Facility

to IBTPL facility to deliver Potable Water.

"Pump Houses" means the land, civil structures and equipment installed by
SG along the Pipeline.'
 "Raw Water" means the untreated sea water abstracted from the beach wells
or otherwise by SC?

"Rupee" or "Rs" means the lawful currency of India.

"SG Facility" means the land, building and machinery & equipments located
at Tuticorn to draw sea water through beach wells or otherwise and to
deliver potable quality of water.

"Term" mrans period often(lO)years from the date of first supply of water by
SG to IBTPL facility.

"Water Desalination Plant" means the plant to be set up by SG for treating

Raw water to Potable Water.

"Water Off-take Point" means the designated water off-take point at IBTPL
facility where SG shall deliver Potable Water.

ARTICLE 2

SG - SCOPE OF WORK

2.1 SG shall perform the following services:

(a) SG with its experience will install at its own cost the RO plant at the
seaside Site which can supply 2000 m3 per day of potable water to
IBTPL.

(b) SG also will also buy land and build necessary civil structures, electrical
installations and other appurtenances and outside facilities, collectively
defined as SG Facility, required to draw sea water through beach well or
othcrwise, process the same and deliver Potable Water.

(c) SG also will construct a pipeline and also Pump House/s along the
pipeline route as may be technically required at its own cost to deliver the
Potable quality water to IBTPL at its Power plant premises.

(d) SG shall appoint and maintain qualified personnel for operating and
maintaining the SG facilities and Pipeline.

5
 (e) SG shall also appoint and maintain necessary security personnel to
secure the SG facilities and pipeline to ensure continous supply of
Potable water.

(I) Obtain with the assistance of the IBTPL all governmental permits,
licenses and approvals required to be held by SG and its employees in
order to perform its Work hereunder.

(g) Establish a system to maintain an inventory of spare parts, tools,

equipment, consumables and supplies for the SG Facility's operation.

(h) Employ and coordinate the training of personnel who will be qualified
and experienced to operate and monitor the SG Facility and to
coordinate operations of the SG Facility with the IBTPL Facility.

(I) SG shall notify its readiness to supply the potable water. Such date shall
not be later than January 2011.

2.2 Record of Meter Reading The IBTl'L and SG shall read the Metering System
at 00:00 hours (midnight or any other time agreed time by both Parties) on the
first Day of each Billing Period(each such date a "Metering Date") and the SG
shall prepare a record of each reading (a "Record Of Meter Reading"). The
litres recorded at the Main meters which shall be cross checked with check
meters and found tallying shall be used for billing purposes in section 4.2 &
4.3.

ARTICLE 3

RESPONSIBILITIES AND RIGHTS OF IBTPL

(' 3.1 IBTPL shall be responsible for the following activities, each to be at the IBTPL
expense (unless otherwise expressly provided herein):

(a) IDTPL shall offtake minimum of 2000 m3/day of SG potable water supplied
bySG.

(b) Shall also provide local assistance at the site for expediting the Project
completion.

6
 (c) Make payments to the SG in accordance wit.h Article 4 of this Agreement;

(d) Arrange for the Water Storage Facilities of Potable water delivered by SG at
IBTPL Facility;

(e) Pay royalty, if any, to the Government for drawal of seawater by SG for
desalination and subsequent supply of Potable water to IBTPL.

(I) Periodically inform SG about the Outages of the IBTPL Facility and/or any
rescheduling of Scheduled Outages and the quantum of water required during
the Outage period.

ARTICLE 4

WATER CHARGES

a) IBTPL shall pay an interest free advance of Rs.50 Lakhs to SG and the same
shall be repayable by SG at the end of the Term.

b) IBTPL shall pay SG for the quantum of water supplied at 16 Paise per
litre (Sixteen Paise per litre) during the first twelve months of water supply.
Billing for the same shall be done at the month end/so The taxes, duties etc. if any
payable to Central or State Government and other local administrative bodies are
payable by IBTPL.

c) From the Second year of Water supply till the end of the Term of this
agreement price per litre shall be increased by 2% over the previous year
price and paid by IBTPL.

4.1.1 In case of IBTPL buying quantity of water less than the guaranteed quantum of
2000m3/day IBTPL shall pay 16 paise iJer litre for water quantity delivered and
9.61 paise per litres for short fall in offtake inlitres between the quantity actually
delivered and the guaranteed quantity of2000m3/ per day calculated on the basis
of Billing period. Scheduled outages and variance not exceeding 2% of the
guaranteed quantum during any billing period are excluded from the above
provision.

7
4.3 Guarautee for Quautum of Water supply & off-take

. SG guarantees IBTPL to supply miuimum of 2000m3/day of Potable water

from the day SG facilities are ready till the end of the Term of this agreement.

IBTPL guarantees SG to off-take minimum of 2000m3/day of Potable water

fi'om the day SG facilities are ready till the end of the Term of this agreement.

4.4 In any event of failure to supply 2000m3 of Potable water pel' day by SG, SG
will arrange for alternate source of supply of Potable water of the quality
standards set out in Schedule-I to IBTPL to the extent ofshOltfall at SG's cost.

4.5 In any event of SG failing to supply the full 01' part of agreed 2000m3 of
Potable water pel' day to IBTl'L through its Pipeline or through any alternate
source of supply and IBTPL has made arrangements after due notification in
writing to covel' the shortfall in supply. SG agrees to compensate IBTPL for any
difference in cost of water suffered by IBTPL.

4.6 Payment Procedures

4.6.1 The interest free advance of Rs.50 Lakhs shall be paid immediately after signing
the agreement.

4.6.2 llivoices An Invoice for the Monthly Water Supply Charges shall be raised on the
last day of each Month by SG. The IBTPL shall make payment to the SG within
ten (10) Business Days of the Invoice being raised. In theevent of a discrepancy
01' dispute, eighty percent (80%) of the payment due or the payment due less the
disputed amount (whichever is higher) shall be made within ten (10) Business
Days of the Invoice being raised and the balance within ten (10) Business Days of
resolution of the dispute.

4.6.3 Late Payment Interest at the rate of 12% pel' annum become payable to the SG
as and from the due daie of the payment until and including the date of actual
paymelit.

4.7 Currency of Payments All Payments by the IBTPL to the SG shall be made in
Rupees.

4.8 Change in Law Adjustment

If, as a result of a Change in Law, the SG suffers an increase in costs by way of
duties/taxes by Central 01' State Government and levies by local bodies, like
Panchayat f Village administration etc. linked to sale/transportation of water or
other economic burden shall be passed on to the IBTPL by SG. .

8
 ARTICLES

5.1 Term: The term of this agreement is for a period of ten years from the date of
First supply of water by SG at IBTPL facility.

ARTICLE 6

TERMINATION

6.1 Termination by IBTPL: IBTPL may terminate this Agreement:

6.1.1 Upon the.Bankruptcy, insolvency or dissolution of the SG.

6.2 Termination by SG : SG may terminate this Agreement:

Upon the Bankruptcy, insolvency or dissolution of the IBTPL

IN WITNESS WHEREOF the Parties have cxecuted this Agreement as of the date first
written above.

For and on behalf of SOUTH GANGA WATERS TECHNOLOGIES (P) LIMITED

By:

Name: Shl'l. S. RAMESH

Title: Managing Director

WITNESSES:

1) 2)

9
 ANNEXURE-l

Potable Water Characteristics

S.NG Parameter Unit Upper

1 Conduciivity uS/em 450
2 Calcium hardness ppm 170
3 Chlorides ppm <50
4 Total alkalinitv ppm 170
5 Ph ppm 8.5
6 Silica ppm <25
7 Iron ppm <0.2
8 Oil & Grease ppm <2
9 Total dissolved solids ppm <250
10 Suspended solids ppm <.5

10