M.K. Iyer ORDER
1. The First Petitioner herein, Warora-Kurnool Transmission Limited, has been granted transmission licence under Section 14 of the Electricity Act, 2003 (hereinafter referred to as "the Act") to transmit electricity as a transmission licensee and for that purpose to undertake the business of establishing transmission system for "Additional inter-Regional AC link for import into Southern Region i.e. Warora-Warangal and Chilakaluripeta-Hyderabad-Kurnool 765 kV link" on "Build, Own, Operate and Maintain" (BOOM) basis, the details of which are specified in the schedule attached to the licence issued vide order dated 29.9.2016.
2. Warora-Kurnool Transmission Limited and IDBI Trusteeship Services Limited have filed a combined petition for creation and enforcement of security in favour of IDBI Trusteeship Limited as Security Trustee for the benefit of lender (including Yes Bank), as security for the financial assistance provided/agreed to be provided by such lender (including Yes Bank and each of the novates, transferees and assignees of the lender) for part financing the project. The Petitioners have made the following prayers:
"(a) Grant the approval to create security interest, over the immovable assets of the project, cash flows, receivables, bank accounts, TSA, the project assets, clearances, approvals and all other project documents/clearances including but not limited to any amendments, supplements to the existing project documents and the transmission licence in favour of Security Trustee, including recognition of the right to appoint the Hon'ble Commission's approved nominee in the event of enforcement of security interest in the TSA and Transmission Licence;
(b) Approve the Security Documents execution, for creation and/or perfection of aforesaid Security Interest annexed at Annexure IV hereto in favour of IDBI Trusteeship Services Limited, in its capacity as the Security Trustee, for the benefit of the lenders including for the enforcement thereof in accordance with the terms of the finance documents.
(c) Pass such other order/orders, as may be deemed fit and proper in the facts and circumstances of the case;"
3. According to the First Petitioner, request was made to Yes Bank Limited (lender) to sanction financial assistances for part financing of the project for which lender has agreed to make available financial assistance for amounting to Rs. 2790 crore as rupee term loan with capex LC sub-limit to the extent of Rs. 1400 crore and Rs. 110 crore as performance bank guarantee. Pursuant to sanction letter dated 30.12.2016, Yes Bank Limited has also agreed to act as lead bank for the consortium, if any, of the lender. For this purpose, the First Petitioner and the lender have appointed IDBI Trusteeship Services Limited as Security Trustee who has agreed to act as Security Trustee for the lender and its novates, assignees and transferees and has entered into Security Trustee Agreement and Rupee Facility Agreement on 22.3.2017.
4. The First Petitioner has submitted that in terms of the sanction letter of the lender, and Rupee Facility Agreement entered into with Yes Bank Limited on 22.3.2017 for financing of the project, the First Petitioner is required amongst others (i) to create security interest on all its immovable and movable assets by mortgage and/or hypothecation and/or assignment and/or substitution and/or charge as the case may be, (ii) to assign by way of security the petitioner's rights, benefits, interest under the transmission licence and the TSA, all other project documents, cash flows, receivables, bank accounts, clearance, notification, Government approvals, orders, including but not limited to any amendments, supplements to the existing project documents, etc. in relation to Additional inter-Regional AC link for import into Southern Region i.e. Warora-Warangal and Chilkaluripeta-Hyderabad-Kurnool 765 kV link", and (iii) shares held by Essar Infraprojects Limited in the First Petitioner, to the ........