Delhi Vidyut Board, a Board constituted under section 5 of the Electricity (Supply) Act, 1948 having its registered office at Nehru Place, New Delhi (hereinafter referred to as 'Delhi Vidyut Board') of the First Part;

Indraprastha Power Generation Company Limited, a company incorporated under the provisions of the Companies Act, 1956 and having it registered office at Rajghat Power Station, Rajghat New Delhi with the object of undertaking generation of electricity in the National Capital Territory of Delhi (hereinafter referred to as 'GENCO' of the Second Part)

Delhi Power Supply Company Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Shakti Sadan, Kotla Marg, New Delhi - 110002 with the object of undertaking transmission and bulk supply of electricity in the National Capital Territory of Delhi (herein after referred to as 'TRANSCO') of the Third Part;

The Central East Delhi Electricity Distribution Company Limited, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Shakti Kiran Building, Karkardoona, Delhi - 110092 with the object of undertaking the distribution and retail supply of electricity in the areas listed in Part - II of Section 'H' of the Delhi Electricity Reform (Transfer Scheme) Rules, 2001 (hereinafter referred to as 'DISCOM-I') of the Fourth Part;

The South West Delhi Electricity Distribution Company Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Shakti Bhawan, Nehru Place, New Delhi-110019 with the object of undertaking the distribution and retail supply of electricity in the areas listed in Part II of Schedule 'H' of the Delhi Electricity Reform (Transfer Scheme) Rules, 2001 (herein after referred to as 'DISCOM-2') of the Fifth Part;

North-North West Distribution Company Limited a Company incorporated under the provisions of the companies Act, 1956 and having its registered office at Shakti Deep Building, Sector-3, Rohini, New Delhi-110085 with the object of undertaking the distribution and retail supply of electricity in the areas listed in Part III of Schedule 'H' of the Delhi Electricity Reform (Transfer Scheme) Rules, 2001 (herein after referred to as 'DISCOM-3') of the Sixth part

Delhi Vidyut Board was a statutory body constituted under section 5 of the Electricity (Supply) Act, 1948 and was engaged in the electricity generation, transmission and distribution in the National Territory of Delhi till the date of effectiveness of the Delhi Electricity Reform (Transfer Scheme) Rules, 2001.

The Delhi Electricity Reform Act, 2000 (hereafter the 'Reform Act') has been enacted by the Legislature of the State of Delhi amongst others containing provisions enabling restructuring of the Board and the Reform Act has been in force with effect from November 3, 2000.

In exercise of the power under the Reform Act, GNCTD has in November 22, 2001 published the Delhi Electricity Reform (Transfer Scheme) Rules, 2001 (hereinafter referred to as the "Transfer Scheme") which Transfer Scheme has been modified and the Transfer Scheme as modified (and as further amended from time to time) will be effective from such date as the Government of National Capital Territory of Delhi may notify for the purpose (hereinafter referred to as "Date of the Transfer").

In terms of the provisions of the Reform Act and the Transfer Scheme the electricity generation activities along with specified assets, specified liabilities specified personnel and specified proceeding will be transferred from the Board to GENCO, the transmission and bulk supply activities of the Board along with specified assets, specified liabilities specified personal and specified proceedings will be transferred from the Board to TRANSCO and the distribution and retail supply activities of the proceedings will specified assets, specified, specified personal and specified proceedings will be transferred to DISCOM -1, DISCOM-2 and DISCOM-3 (hereinafter collectively referred to as "DISCOMS")

In terms of the above, upon the reorganization of the Delhi Vidyut Board as provided in the Transfer Scheme to be made effective by the Government of the National Capital Territory of Delhi, different functions presently undertaken by the Delhi Vidyut Board will be performed by the five Companies, namely, GENCO, TRANSCO, DISCOM-1, DISCOM-2 and DISCOM-3.

There are certain matter, such as stores, repairs & maintenance, capital works, billing systems, medical facilities, which cannot be divided effectively across various entities on the effective date of the transfer provided in the Transfer Scheme and therefore there is a necessity to make some arrangements in regard to there items.

The parties hereby agree that upon the transfer scheme becoming effective and different function and assets pertaining to such functions being vested in GENCO, TRANSCO and the DISCOMS as per the transfer scheme, the parties agree to deal with the items specified in Schedule to this agreement on the terms contained therein.

The parties further agree that the arrangement contained in this agreement and in the Schedule are mutually beneficial to all the parties.

IN WITNESS WHEREOF THE PARTIES HAVE SIGNED THIS AGREEMENT ON THE DATE, MONTH AND YEAR WRITTEN ABOVE.

At present, the Delhi Vidyut Board has number of stores wherein the material required for transmission and distribution functions are kept. These include stores at RPH Store, Gazipur Store, Narela EHV Store, Lawrence Road Store, Okhla Store, Sri Niwaspuri Store, Mehrauli Store and New Mehrauli Store wherein specific material there are store there are stores and sun-stores in various places where material required form distribution functions are stored.

The DISCOM will make arrangements for the procurement/acquisition of stores required by them. However, only for the existing stores and for the tender already floated or orders placed, the following arrangements shall be applicable.

All civil works including building and facilities relating to stores situated at RPH Store (except Generation Store), Gazipur Store, Narela EHV Store, Lawrence Road Store, Okhla Store and Sri Niwaspuri Store (hereinafter jointly referred to as "Centralised Stores") shall vest in the relevant DISCOM, in whose area of supply the store is situated. The civil works including building and facilities of Mehroli Store and New Mehrauli Store shall vest in TRANSCO. Each of the item of materials lying in the centralised stores pertaining to distribution functions shall be divided amongst the three DISCOMS in equal share with a right to the DISCOMS to adjust among themselves and vary the proportion of the stores based on their mutual agreement. Transco shall bill the DISCOMS for these stores on actual cost. The Transco will, however, continue to provide service for stores at Centralised stores for the benefit of the DISCOMS, at their option, for a period not exceeding one year. All the parties to this agreement shall, however, cooperate to ensure that the stores of distribution functions are divided and distributed within six months of the date of the transfer.

In respect of stores for which orders have been placed by the Delhi Vidyut Board prior to the date of the transfer, the same shall be received by Transco and the stores pertaining to the distribution functions shall be distributed amongst the three DISCOMS equally as in the case of the existing stores. The Transco shall bill the DISCOMS for the stores on actual cost.

The DISCOMS shall also be entitled to enter into an arrangement with the supplier of the store material for assignment of the contract placed by the Delhi Vidyut Board either in whole, jointly to all the DISCOMS or in proportion to which the DISCOM concerned is entitled to as mentioned in (b) above. The Transco will have no objection in assigning the contract in whole or in part if such assignment is agreed to by the supplier releasing Transco from all its obligations.

In respect of the tenders floated by the Delhi Vidyut Board, the matter will be discussed between Transco and the DISCOMS Transco will finalise the tender based on the consent given by the DISCOMS for the purchase of the stores.

For the period of one year, Transco will allow any additional stores procured for the DISCOMS in the centralized store to the extent extra space is available. The DISCOMS will pay a nominal fee for such services to Transco.

However, the DISCOMS will be free to arrange for the additional stores directly or approach Transco for procurement of the additional stores by floating new tenders.

As per the present arrangements at Delhi Vidyut Board, certain transformer repairs are executed agencies on the condition that the total cost of transformer repair does not exceed a specified percentage of the replacement value of the transformer. The external agencies are also required to provide guarantee/warranty of their performance for a specified period. All transformer which are in the process of repair on the date of transfer by such external agencies on the above basis, will be distributed equally amongst the three DISCOMS after repair, The DISCOMS shall pay such amount to TRANSCO as are incurred by TRANSCO in repairs and its overhead expenses. Similarly, Transco shall be entitled to ask the external agencies to repair the balance transformers, to the extent they are repairable, on the above basis and distribute them to the three DISCOMS in equal number against the payment of similar charges. The DISCOMS shall be bound to accept the transformers on the above basis to the extent of 1/3rd share each. All the remaining transformers will be treated as scrap and Transco shall be entitled to dispose them off and appropriate the value thereof.

Transco will continue to undertake the repair and maintenance indicated in clause (4) above, for a period of one year, if required, and render the required services to the DISCOMS shall make their own arrangements for reasonable access to the Repair Workshop.

Like repair and maintenance workshop, the work relating to producing consumer electricity bills and pay rolls of employees shall be undertaken by TRANSCO for a period not exceeding one year, within which the three DISCOMS shall make appropriate arrangements for the same. The employees of EDP, responsible for undertaking these services have already been allocated to the various DISCOMS. The three DISCOMS shall be entitled to make their own arrangements for producing consumer electricity bills and pay rolls of employees even before the expiry of one year period. The cost and other expenses incurred by TRANCO in undertaking these services will be shared equally between the beneficiary DISCOMS, irrespective of the number of bills raised in the relevant DISCOMS. Transco shall also allow DISCOMS reasonable access to the records and the premises where centralized etc, are being undertaken.

All the dispensaries excluding the dispensaries associated with the generating stations and generating stations colonies shall be allocated to the DISCOM in whose area of supply they are situated. The DISCOMS shall be required to maintain and make available the medical facilities from these dispensaries to the employees of GENCO, Transco, other DISCOMS and to the retired employees as per the existing arrangements. The Distribution Companies will given such facilities to employees of GENCO, Transco, other DISCOMS and retired employees without any additional charge to either GENCO or Transco or holding Company or the Government of National Capital Territory of Delhi Similarly, the dispensaries associated with the generating stations and the generating station colonies shall be required to maintain and make available the medical facilities from the dispensaries to the employees of GENCO, Transco, other DISCOMS and to the retired as per the existing arrangements without any additional charge to either Transco or DISCOM or Holding Company or the Government.

The Delhi Vidyut Board and CMC have entered into an agreement for implementing decentralized on-line billing. Part of the scope of services of CMC as per the terms of the agreement has already been executed. Each of the three DISCOMS shall inherit the benefit of the agreement in the future and shall share the expenses incurred in proportion to the benefit. The DISCOMS shall be free to re-negotiate the contract with CMC and make modifications either jointly or pertaining to the part concerning them. The Delhi Vidyut Board will have no objection to assign the benefits of the agreement to the DISCOMS or to such of them who are able to enter into an appropriate with CMC releasing TRANSCO from its obligations Till such time all expenses pertaining to CMC as well as any material, hardware, equipment etc which Transco may acquire in connection with the execution of this contract, shall be paid by each of the DISCOMS in proportion to the benefit. The space required for installation of all equipment, hardware, material etc. for the provision of the above services shall be made available by the respective DISCOMS.

All capital works limited to 66 kv and 33 kv Voltage level which are in progress, nearing completion for which advances have been received from the concerned agencies are to the account of Transco and Transco will not ask for and claim any amount from the completing such capital works. The contracts placed for such 66 kv and 33 kv voltage level capital works requiring procurement of material, payment to contractors, executing works etc. will be the responsibility of Transco. Transco shall also allow DISCOMS reasonable access to the records and the places where the capital works in progress are undertaken.

The amount paid by the consumers shall be first adjusted towards the amounts that the consumer owes for the period on and after the Date of the Transfer. The excess amount paid by the consumer, if any, will be considered to be realisation of the amounts due for the period before the effective date and the same will be shared between the Holding Company and the relevant DISCOM as per the provisions of the Transfer Scheme.

The DISCOM shall undertake to repay the current liability payable to TRANSCO mentioned in relevant parts the Delhi Electricity Regorm (Transfer Scheme) Rules, 2001, viz, Part II of Schedule 'D' for DISCOM 1, Part II of schedule 'E' for DISCOM 2 and Part III of Schedule 'F' for DISCOM 3 in two equated monthly installments, on the last date of month, in the first two months from the date of effectiveness of the Transfer Scheme.All capital works limited to 66 kv and 33 kv Voltage level which are in progress, nearing completion for which advances have been received from the concerned agencies are to the account of Transco and Transco will not ask for and claim any amount from the completing such capital works. The contracts placed for such 66 kv and 33 kv voltage level capital works requiring procurement of material, payment to contractors, executing works etc. will be the responsibility of Transco. Transco shall also allow DISCOMS reasonable access to the records and the places where the capital works in progress are undertaken.

The actual beek value of the stores and spares and the Loans to Personnel as specified in the relevant provisions of the Transfer Scheme shall be determined based on an audit by an independent auditor. For appointing the independent auditor, the following methodology will be followed.

Transco will suggest names of these audit firms for undertaking audit in each DISCOM.

Each DISCOM will approve, one audit firm, out of the three suggested by TRANSCO for undertaking the audit.

The responsibility of Transco will be limited to suggesting the names of the three auditing firms as mentioned in clause 12 (i) above. All the costs and other requirements for conducting the audit will be the responsibility of the relevant DISCOM.