MIRA INFORM REPORT

Report Date :

19.04.2011

IDENTIFICATION DETAILS

Name :	NORTH DELHI POWER LIMITED (w.e.f. July 2002)
Formerly Known As :	NORTH NORTH- WEST DELHI DISTRIBUTION COMPANY LIMITED
Registered Office :	NDPL House, Hudson Lines, Kingsway Camp, Delhi-110009
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	04.07.2001
Com. Reg. No.:	55 – 111526
CIN No.: [Company Identification No.]	U40109DL2001PLC111526
TAN No.: [Tax Deduction & Collection Account No.]	DELN05225D
Legal Form :	A Closely held Public Limited Liability Company.
Line of Business :	Subject is engaged in the business of distribution of electricity.

RATING & COMMENTS

MIRA’s Rating :

A (64)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 52000000
Status :	Good
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a Joint Venture between Tata Power Company Limited and Delhi Government (Delhi Power Company Limited). The company has been promoted by strong and experienced promoters having large means. Financial position is good. Trade relations are reported as fair. Payments are reported to be usually correct. The company can be considered good for normal dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INFORMATION PARTED BY

Name :	Mr. Hemant Goyal
Designation :	AGM- Finance
Contact No.:	91-11-66233330
Date :	18.04.2011

LOCATIONS

Registered Office :	NDPL House, Hudson Lines, Kingsway Camp, Delhi-110009, India
Tel. No.:	91-11-66112222
Fax No.:	91-11-27468023
E-Mail :	ajay.kalsie@ndpl.com hemant.goyal@ndpl.com
Website :	www.ndplonline.com www.ndpl.com
Website :	http://www.ndpl.comn
Area:	10000 sq.ft. (Owned)

DIRECTORS

As on 23.07.2010

Name :	Mr. Adi Jehangir Engineer
Designation :	Director
Address :	Flat A – 8 Sali Soury Apartments, Ahura Co operative Housing Society, Salisbury Park, 66/2, Gultekdi, Pune – 411 037, Maharashtra, India.
Date of Birth/Age :	27.08.1937
Date of Appointment :	01.07.2002
DIN No.:	00016320
Name :	Mr. Sunil Kumar Wadhwa
Designation :	Whole Time Director
Address :	1/18 II Floor, Barvapriya Vihar, New Delhi – 110 010, India.
Date of Birth/Age :	13.01.1960
Date of Appointment :	01.11.2005
DIN No.:	00259638
Name :	Mr. Prasad Raghava Menon
Designation :	Director
Address :	50-F, Lovedale Pedder Road, Mumbai – 400 026, Maharashtra, India.
Date of Birth/Age :	23.01.1946
Date of Appointment :	14.03.2007
DIN No.:	00005078
Other Directorship:	The Tata Power Company Limited (L28920MH1919PLC000567) Tata Chemicals Limited (L24239MH1939PLC002893) Chemical Terminal Trombay Limited (U63020MH1970PLC014572)
Name :	Mr. Padmanbhan Sankaranarayanan
Designation :	Director
Address :	132, Apsara NCPA Complex, D Tata Road, Nariman Point, Mumbai-400021, Maharashtra, India
Date of Birth/Age :	15.05.1958
Date of Appointment :	18.07.2008
DIN No.:	00306299
Name :	Mrs. Girija Sankar Patnaik
Designation :	Director
Address :	D-1/69 Rabindra Nagar, New Delhi-110003, India
Date of Birth/Age :	17.10.1953
Date of Appointment :	23.10.2008
DIN No.:	02425111
Name :	Mr. Homiar Sorabji Vachha
Designation :	Director
Address :	Flat No. 9, Naroji House, Naigaum Cross Roladm, Dadar, Mumbai-400014, Maharashtra, India
Date of Birth/Age :	23.04.1942
Date of Appointment :	03.01.2009
DIN No.:	00016610
Name :	Mr. Sowmyan Ramkrishnan
Designation :	Director
Address :	A – 701 NCPA Apartment, Nariman Point, Mumbai – 400 021, Maharashtra, India.
Date of Birth/Age :	18.02.1949
Date of Appointment :	20.05.2009
DIN No.:	00005090
Name :	Mr. Praveen Kumar Tripathi
Designation :	Nominee Director
Address :	E1/2 Satya Marg, Satya Sadan, Chanakyapuri, New Delhi-110021, India
Date of Birth/Age :	15.12.1952
Date of Appointment :	10.02.2010
DIN No.:	02167497
Name :	Mr. Jatinder Pal Singh
Designation :	Nominee Director
Address :	14/5, Tilak Marg, New Delhi-110001, India
Date of Birth/Age :	17.09.1951
Date of Appointment :	10.02.2010
DIN No.:	01174556
Name :	Mr. Balraj Vedanayagam Selvaraj
Designation :	Nominee Director
Address :	Flat No. 8-B, Flag Staff Road, Civil Lines, Delhi-110054, India
Date of Birth/Age :	17.11.1953
Date of Appointment :	10.02.2010
DIN No.:	02790526
Name :	Mr. Rakesh Mehta
Designation :	Nominee Director
Address :	D 1/200 Satya Marg, Chanakyapuri, New Delhi – 110 021, India.
Date of Birth/Age :	27.11.1961
Date of Appointment :	23.07.2010
DIN No.:	00025384
Name :	Mr. Anil Kumar Sardana
Designation :	Additional Director
Address :	15, Gagan Vihar, New Delhi-110051, India
Date of Birth/Age :	16.04.1959
Date of Appointment :	08.03.2011
DIN No.:	00006867

KEY EXECUTIVE

Name :	Mr. Hemant Goyal
Designation :	AGM- Finance
Name :	Mr. Ajay Kalsie
Designation :	Secretary
Address :	A/9, 65A, Gomti Apartments, Kakaji Extension, New Delhi-110019, India
Date of Birth/Age :	08.03.1968
Date of Appointment :	01.05.2007
PAN No.:	ABDPK5945J

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 23.07.2010

Names of Shareholders	No. of Shares
The Tata Power Company Limited, Maharashtra, India	281519994
Delhi Power Company Limited, Delhi, India	270479996
The Tata Power Company Limited Jointly with Engineer Jehangir Adi	1
The Tata Power Company Limited Jointly with Gupta Sujit	1
The Tata Power Company Limited Jointly with Sardana Kumar Anil	1
The Tata Power Company Limited Jointly with wadhwa sunil	1
The Tata Power Company Limited Jointly with ramakrishnan swomyan	1
Chief secretary government of National Capital Territory of Delhi, India	1
Principal Secretary Finance Government of National Capital Territory of Delhi, India	1
Principal Secretary Home Governemtn of National Capital Territory of Delhi, India	1
The Tata Power Company Limited jointly with Kapoor Ajay	1
Secretary Power Government of National Capital Territory of Delhi, India	1
Total	552000000

Equity Share Breakup (Percentage of Total Equity)

As on 30.09.2010

Category	Percentage of Holding
Government Companies	49.00
Bodies corporate	51.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Subject is engaged in the business of distribution of electricity.
Terms :
Selling :	Cash
Purchasing :	Cash

GENERAL INFORMATION

Customers :

End Users and OEM’s

No. of Employees :

Approximately 2500

Bankers :

• United Bank of India, 11, Hemanta Basu Sarani, Kolkata – 700 001, West Bengal, India.
• State Bank of India
• Punjab National Bank
• State Bank of Travancore
• Centurian Bank
• IDBI Bank
• ABN AMRO Bank
• Axis Bank
• ICICI Bank
• Syndicate Bank
• HDFC Bank
• Dhanalaxmi Bank Limited, Dhanalkshmi Bank Building, Naickanal, Trichur-68000, Kerala, India
• State Bank of Mysore
• State Bank of Saurashtra
• Punjab and Sind Bank
• Punjab National Bank

Facilities :

Secured Loans	31.03.2010 Rs. in Millions	31.03.2009 Rs. in Millions
A) From Banks
i) Cash Credit	1091.556	866.124
ii) Term Loans
a) State Bank of India	--	190.000
b) Industrial Development bank of India	1302.400	1443.200
c) State Bank of Mysore	370.000	410.000
d) State Bank of Saurashtra	370.000	410.000
e) United Bank of India	850.000	950.000
f) Punjab and Sindh Bank	1500.000	--
g) Dhanalxmi Bank	1180.000	--
B) From Others
i) Infrastructure Development Finance Company Limited	4365.250	4406.250
ii) Power Finance Corporation Limited	230.000	270.000
iii) Axis Bank CLSS 7 Trust 2010	1250.000	0.000
Total	12509.206	8945.574
Unsecured Loans	31.03.2010 Rs. in Millions	31.03.2009 Rs. in Millions
From Banks- Punjab National Bank	800.000	0.000
From Others- Axis Bank CL55 8 Trust 2010	1000.000	0.000
Total	1800.000	0.000

Financial Institution ;

Infrastructure Development Finance Company Limited, ITC Centre, 3^rd Floor760, Anna Salai, Chennai – 600 002, Tamilnadu, India.

Banking Relations :

Satisfactory

Auditors :

Name:

Deloitte Haskins and Sells

Chartered Accountant

Address :

7^th Floor, Building 10, Tower B, DLF Cyber City Complex, DLF City, Phase-11, Gurgaon-122002, Haryana, India

Internal Auditors :

Name :

KPMG

Chartered Accountant

Holding Company :

The Tata Power Company Limited

L28920MH1919PLC000567

Fellow Subsidiaries:

· Tata Power Trading Company Limited (TPTCL)

Companies holding substantial interest in voting power of the company :

• Delhi Power Company Limited (DPCL)

CAPITAL STRUCTURE

As On (31.03.2010)

Authorised Capital :

No. of Shares	Type	Value	Amount
750000000	Equity Shares	Rs. 10/- Each	Rs.7500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
552000000	Equity Shares	Rs. 10/- Each	Rs.5520.000 Millions

Note:

Of the above

1. 281520000 (Previous year 281520000) Equity Shares of Rs. 10 each are held by Tata Power Company Limited, the holding company.

2. 367950000 (Previous year 367950000) Equity Shares of Rs. 10 each are allotted at par as fully paid to contract without payment being received in cash.

3. 184000000 (Previous year 184000000) Equity Shares of Rs. 10 each are allotted as fully paid up bonus shares by capitalization of reserve and surplus.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		5520.000	5520.000	3680.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		7483.184	3975.880	5005.315
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		13003.184	9495.880	8685.315
LOAN FUNDS
1] Secured Loans		12509.206	8945.574	8015.018
2] Unsecured Loans		1800.000	0.000	0.000
TOTAL BORROWING		14309.206	8945.574	8015.018
DEFERRED TAX LIABILITIES		0.000	1391.474	1144.200
CSD, CG and Consumer Contn for Capital Work
Consumers security deposit		2397.261	1973.229	1612.131
Capital Grants		75.080	73.562	76.468
Consumer Contribution for capital Works		2749.376	1541.421	1044.852
TOTAL		32534.107	23421.140	20577.984
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		19419.917	16879.807	14502.797
Capital work-in-progress		4216.997	3308.004	3272.364
INVESTMENT		194.419	196.183	203.730
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	109.326	99.573	66.605
	Sundry Debtors	12429.835	5615.549	5761.910
	Cash & Bank Balances	827.126	489.218	251.792
	Other Current Assets	12.362	13.971	8.901
	Loans & Advances	1837.173	2582.374	2206.535
Total Current Assets		15215.822	8800.685	8295.743
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	4040.125	1966.955	2080.202
	Other Current Liabilities	2380.318	2819.499	2791.658
	Provisions	92.605	977.085	824.790
Total Current Liabilities		6513.048	5763.539	5696.650
Net Current Assets		8702.774	3037.146	2599.093
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		32534.107	23421.140	20577.984

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	32768.529	23630.345	23957.582
		Other Operating Income	964.154	1007.322	952.148
		Other Income	263.845	144.011	2336.327
		TOTAL (A)	33996.528	24781.678	27246.057
Less	EXPENSES
		Cost of Power Purchase	25588.263	18065.052	18820.954
		Operating, Maintenance and Administrative Expenses	3946.973	2797.323	2415.205
		Bad Debts Written off	443.804	0.000	0.000
		Loss on retirements/ Sale of Fixed assets	0.000	0.000	229.147
		Provision for doubtful debts/ advances no longer required written back	[641.617]	[10.992]	0.000
		TOTAL (B)	29337.423	20851.383	21465.306
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		4659.105	3930.295	4278.489
Less	FINANCIAL EXPENSES (D)		947.351	746.233	751.131
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		3711.754	3184.062	5029.620
Less/ Add	DEPRECIATION/ AMORTISATION (F)		1110.249	952.829	1550.636
	PROFIT BEFORE TAX (E-F) (G)		2601.505	2231.233	3478.984
Less	TAX (H)		[905.799]	516.531	663.152
	PROFIT AFTER TAX (G-H) (I)		3507.304	1714.702	2815.832
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		--	--	--
Less	APPROPRIATIONS
		Transfer to General Reserve	--	150.000	250.000
		Proposed Dividend	--	772.800	662.400
		Tax on Dividend	--	131.337	112.575
	BALANCE CARRIED TO THE B/S		--	660.565	1790.857
	EARNINGS IN FOREIGN CURRENCY
		Receipts from Consultancy	2.006	--	--
	TOTAL EARNINGS		2.006	--	--
	IMPORTS
		Capital Goods	31.010	43.254	511.202
		Components and spare parts	0.000	0.000	13.732
	TOTAL IMPORTS		31.010	43.254	524.934
	Earnings Per Share (Rs.)		6.35	3.11

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	10.32	6.92	10.33
Net Profit Margin (PBT/Sales)	(%)	7.94	9.44	14.52
Return on Total Assets (PBT/Total Assets}	(%)	7.51	8.69	15.26
Return on Investment (ROI) (PBT/Networth)		0.20	0.23	0.41
Debt Equity Ratio (Total Liability/Networth)		1.60	1.55	1.58
Current Ratio (Current Asset/Current Liability)		2.34	1.53	1.46

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. in Millions)

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors
Payable to Micro, Small and Medium enterprises	0.014	0.000	0.000
Payable for Power Purchase	2693.050	1142.894	1270.524
Other Payable to DPCL	--	--	66.025
Others	1347.061	824.061	743.653
Total	4040.125	1966.955	2080.202

Note:

The Registered office of the company has been shifted from Grid Substation Building, Hudson Lines Kingsway Camp, Delhi – 110 009, India to present address w.e.f. 17.11.2009

BACKGROUND:

The company engaged in the business of distribution of electricity in North and North-West Delhi was set up in term of Delhi Electricity Reforms (Transfer Scheme) Rules 2001. The undertaking of erstwhile Delhi Vidyut Board (DVB) engaged in distribution and retail supply of electricity in the North and North –West districts in the National Capital Territory of Delhi together with the personnel employed therein were transferred to the company with effect from 1 July, 2002 and also market the commencement of commercial operations for the company.

The company has been granted to license under section 20 of the Delhi Electricity Reform Act, 2000 (Act No. 2 of 2001) by the Delhi Electricity Regulatory Commission on 11 March, 2004. the license is valid for a period of twenty five year. During the period 1 July, 2002 to the date of grant of license, NDPL was a deemed licensee.

FINANCIAL HIGHLIGHTS

NDPL earned revenues of Rs. 27220.000 Millions during Financial Year 2009-10 (FY 10), a growth of about 10% over the previous year revenues of Rs 24680.000 Millions. The Company earned profit before tax (PET) of Rs. 2600.000 Millions in FY10 as compared to Rs. 2230.000 Millions in FY 09 reflecting a growth of 16% over previous year. The Profit after tax (PAT) for FY 10 is Rs. 3510.000 Millions as compared to Rs. 1710.000 Milions in FY 09.The Profits for FY 10 include Revenues amounting to Rs. 6730.000 Millions (Rs. 40.000 Millions in FY 09) to be recovered through future tariffs. This amount reflects the shortfall (termed as 'Revenue Gap' in Regulatory parlance) in the Company's revenues billed at current tariffs and those chargeable by it to its consumers based on costs incurred during the year. The same have been recognized as Income of the Current Year on basis of accrual system of accounting which requires revenues to be recognized in the year to which they pertain, even though realisable in future, so long as the same are quantifiable and there is certainty of ultimate recovery.

Against a Revenue Surplus of Rs. 2340.000 Millions estimated by DERC for FY 10, a Revenue Gap of Rs. 6730.000 Millions resulted largely on account of following:

a. Extra ordinary increase in power purchase cost from existing plants at regulated prices, due to substantial increase in coal prices (impact of Rs. 2720.000 Millions);

b. Lower supply from existing plants/ new generating stations, by 1076 MUs, as compared to that projected by DERC;

c. Higher procurement of power from costlier bitateral sources due to (b) above;

d. Much lower quantum of power available for sale outside the State also due to (b) above, as well as lower sale rate than estimated by DERC (aggregate impact of b, c and d : Rs. 4570.000 Millions.) As a result, the actual average power purchase cost for FY 10 was Rs. 3.68 per unit as opposed to Rs. 2.63 per unit that was projected by DERC which was much lower than NDPLs original estimate of Rs. 3.13 per unit.

e. The Company provided/ paid out arrears of VI Pay Commission amounting to Rs. 860.000 Millions, which were not factored by DERC in the tariff determination for FY 10;

f. The DERC also over-estimated Revenues for FY 10 by around Rs. 920.000 Millions in i t s tariff determination by considering higher average billing rates.

The delay in recovery of this Revenue Gap (having arisen due to factors outside the control of NDPL) through appropriate adjustment in tariffs has had an adverse effect on the liquidity of the Company; any further delay in recovery may impact the Company's Capital and Operating Expenditure programs.

For speedy recovery of this large revenue gap Company has filed a true up petition with DERC for FY 2009-10 and has also represented to GoNCTD so that a cost reflective tariff is determined by DERC and cash health of the Company i s not adversely affected. The Company has also filed a separate petition for implementation of a quarterly power purchase price adjustment mechanism, which would ensure that such large variations (gaps/ surpluses) due to increase/ decrease in costs vis-a-vis approved estimates do not accumulate in future, and get passed on to the consumers on a timely basis.

The current year profit also includes an exceptional credit of Rs. 210.000 Millions at Profit after Tax (PAT) level towards truing up of the previous years and Rs. 1390.000 Millions on account of write back of Deferred Tax as the same is adjustable in future tariff on becoming part of current tax. After adjusting the above two items, the normalised PAT for the year 09-10 is Rs. 1910.000 Millions as against PAT of Rs. 1710.000 Millions in 08-09 thereby reflecting a growth in PAT of 12% over FY 09

OPERATIONS

During the period, the company purchased 6911 Million units (MUS) (Previous year 6370 MUs) of energy and recovered amounts equivalent to 5896 MUs (Previous year 5388 MUs) of energy resulting in an AT and C loss of 14.68% (Previous year 15.41%). Rs. 250.000 Millions was paid by Delhi Jal Board in the previous year to Delhi Power Company Limited towards arre3ars for the period prior to privatization of erstwhile DVB. If the privatization of erstwhile DVB. If the privatization of erstwhile DVB. If the same were to be excluded previous year’s AT and C on a like basis work out to 16.23% as against 14.68% in current year. With an objective of further reduction in AT and C losses, improvement in system reliability, meeting the growth requirements and implementation of critical priority area projects, capital expenditure of about Rs. 4667.000 Millions was incurred and capitalized towards various schemes in line with the approvals accorded by DERC. The Cumulative Capital Expenditure (Capex) capitalized till 31" March 2010 was Rs. 24660.000 Millions.

Operations at CENter of NETwork Operations (CENNET), the state of art and integrated Supervisory Control and

Data Acquisition (SCADA) system for operating and controlling the entire Power System Network have further stabilized over the year.

CENNET receives information from all grid stations and distribution substations for real-time control, supervision and monitoring of the power network at 66kV, 33 kV and 11 kV distribution network.

The Reliability of NDPLs network continues to be around 99%. Average System Availability Index (ASAI) improved from 98.69% in FY 08 to 99.21% in FY 09 with a marginal decline to 98.71% in FY 10. The decline in FY 10 was primarily due to the unprecedented increase in ambient temperatures during the summers of FY 10 which led to very high increase in energy drawasl resulting in severe loading of the network.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRYSTRUCTUREAND DEVELOPMENTS

The Company operates in the distribution segment of the Electricity Sector and is governed by the provisions of Electricity Act, 2003. The sector i s regulated by the CERC (Central Electricity Regulatory Commission) (for inter State Generation 8 Transmission) and SERCs (State Electricity Regulatory Commission) (for lntra State Generation1 Transmission/ Distribution). Consequently, regulations issued by the DERC are applicable to the Company.

The distribution sector has been historically bedeviled by high AThC losses leading to a perpetual sickness of SEBs.

In order to improve efficiency of the sector and accountability of individual segments of the value chain viz. Generation, Transmission and Distribution, most of the SEBs have been unbundled into functional entities Et corporative, with the eventual objective of privatization of at least the Distribution entities in order to bring about autonomy in their functioning and introduce best practices. However, after privatization of Distribution in Orissa and Delhi, no further progress has been made on the same.However, State Governments are only pursuing the Franchisee Model, whereby long term 0 and M contract(s) for particular areas are tendered to private parties. The Franchisee Contracts are generally being offered for 10 to 15 years based on "Input based Franchisee Model" wherein a fixed period franchise of a designated area is offered based on the per unit power purchase rate committed to be paid by the successful franchisee to licensee i.e. State Utility giving out the Franchise, for the period of Franchise. Franchisees for some cities / towns in Maharashtra, Uttar Pradesh and Madhya Pradesh have been awarded with some other States such as Karnataka, Bihar, Chhattisgarh, Haryana, etc. under various stages of planning/ tendering.

Given the relatively short, fixed tenure Franchisee contracts, the Franchisee route is only a half hearted attempt in bringing improvement in distribution since the short tenure does not inspire sufficient confidence in investors to plan and execute strategies that shall ensure long term sustainable benefits.

High Aggregate Technical Et Commercial (AT and C) Losses remain the key area of concern in the Distribution Sector. The country-wide ATBC Losses, which were over 35% five years back are still hovering around 30%.With the initiative of the Government of India and of the States, the Accelerated Power Development Et Reform Programme (APDRP) was launched in 2001 for the strengthening of Sub - Transmission and Distribution network and reduction in ATE and C losses. The APDRP has been restructured (now called "R-APDRP") by the Government of India in August 2008 with an outlay of Rs. 500000.000 Millions. For implementation in towns and cities with a population of more than 30,000. 50% of the funding shall be made available and/ or converted to a non interest bearing/ non refundable Grant on achievement of measurable targets. Presently, around 1400 Towns and Cities across India have been sanctioned a little less than Rs. 50000.000 Millions. out of which around Rs. 12000.000 Millions have already been disbursed. Loss Levels at 15% and lower are targeted to be reached by end of the XIth Plan (FY 12) for the towns/ cities covered under the R-APDRP.

While the R-APDRP is a significant initiative of the Government of India to accelerate operational efficiencies of Distribution Utilities, private utilities have been presently kept out of the ambit of the Program thereby depriving them the benefit of cheaper financing by way of Grants which would have resulted in lower investment servicing costs and consequently lower tariffs for their consumers. The present scheme provides for a relook at this policy (of excluding Private Utilities from this scheme) at the end of two years of its implementation (August 2010). The scheme needs to be suitably amended to include such private utilities so that the benefits offered can be extended to consumers of such utilities also.

In order to address challenge of Climate Change, the Government of India has released a National Action Plan on Climate Change (NAPCC) pursuant to which the National Solar Mission and the National Mission for Enhanced Energy Efficiency have been instituted.

The Solar Mission targets deployment of 20,000 MW of solar power by 2022 with 1000 MW of grid-connected solar power generation being added by 2013 and an additional 3000 MW by 2017.The necessary Regulatory Framework has been instituted with the CERC announcing attractive tariffs for Solar power projects as well as the necessary Regulations for trading in Renewable Energy Certificates.

The National Mission for Enhanced Energy Efficiency is working on developing a structure and a market for trading of Energy Efficiency Certificates. It is also working on Regulations and mechanisms that would help finance demand side management programs in all sectors by capturing future energy savings. The Bureau of Energy Efficiency has launched the Bachat Lamp Yojana which promotes replacement of inefficient bulbs with Compact Fluorescent Lamps (CFLs) by leveraging the sale of Certified Emission Rights (CERs), the proceeds of which, shall go towards subsidizing the cost of CFLs.

FUTURE OUTLOOK AND OPPORTUNITIES AND THREATS

While NDPL has been consistently overachieving the Statutory/ Regulatory Targets for AT and C loss reduction thereby brin2ing significant benefits to the sector.. Further incremental reduction is increasingly slow due to already low loss levels.

Ensuring that all legitimate costs are recovered speedily through cost reflective tariffs i s becoming a challenge. While fixation of tariffs is in the domain of DERC, the Company is continuously working on finding ways and means to mitigate the impact of increasing input costs, primarily power purchase costs which constitute over 80%

of total distribution costs, on retail tariffs. The reduction in ATandC Losses by the Company much below the Regulator stipulated levels is the single largest initiative which has helped in keeping the tariffs for domestic consumers at very competitive levels compared with other Metropolitan cities as well as neighboring towns as is reflected in the table below.

The consumers have however not experienced any significant reduction in tariffs due to inordinate increase in power purchase costs over the year (specially in FY 09-10 when the effective per unit costs went up from Rs. 2.631 unit in FY 2008-09 to Rs. 3.681 unit in FY 09-10), and secondly, due to the yearly tariffs carrying legacy of past unrecovered costs.

Sustaining profitability and ensuring its growth in a continuously evolving and increasingly stringent regulatory framework which would entail higher expenditure to meet rising expectations while simultaneously ensuring that tariffs remain at sustainable level; in-order to ensure consumer satisfaction and own sustainability, pose significant challenges and in some cases offer opportunities, which the Company is geared to both counter and exploit.

Bankers Charges Report as per Registry

Corporate identity number of the company	U40109DL2001PLC111526
Name of the company	NORTH DELHI POWER LIMITED
Address of the registered office or of the principal place of business in India of the company	NDPL House, Hudson Lines, Kingsway Camp, Delhi-110009, India
This form is for	Modification of charge
Charge identification number of the charge to be modified	10191194
Type of charge	Immovable Property Book Debts Movable Property
Particular of charge holder	Dhanalaxmi Bank Limited, Dhanalkshmi Bank Building, Naickanal, Trichur-68000, Kerala, India E mail: shar@dhanbank.co.in
Nature of instrument creating charge	Modification of charge as per Deed of Simple Mortgage dated 03.03.11 by providing the additional security on all present and future fixed assets on pari passu basis for securing a Term Loan of Rs 1190.000 Millions for meeting the capital expenditure. Original Charge Created on 27.11.2009.
Date of instrument Creating the charge	03.03.2011
Amount secured by the charge	Rs. 1190.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest 9.25% p.a. fixed for the first two years from the date of availment. Terms of Repayment 50% of the disbursed amount to be paid in first five years in 20 equal quarterly instalments and balance 50% to be paid in 6th and 7th year in 8 equal quarterly installments. Margin 28% on the total estimated capex. Extent and Operation of the charge First Charge on Term Loan of Rs 1190.000 Millions obtained vide Loan Agreement dated 27.11.09 is now extended to immovable properties more specifically defined in Schedule 1 of Deed of Simple Mortgage dated 03.03.2011, to be shared with Existing Term and Working Capital Lenders on pari passu basis.
Short particulars of the property charged	1st pari passu charge on all the present and future immovable fixed assets to be shared with Existing Term and Working Capital Lenders. 1st pari passu charge on all the present and future fixed movable assets to be shared with Existing Term and Working Capital Lenders. 3rd pari passu charge on receivables to be shared with Existing Term and Working Capital Lenders.
Particulars of the present modification	By Deed of Simple Mortgage dated 3.03.2011 first Charge is now extended to immovable property more particularly described in Schedule 1 of Deed of Simple Mortgage on pari passu basis to be shared with Existing Term and Working Capital Lenders for securing the term loan of Rs. 1190.000 Millions.

Corporate identity number of the company	U40109DL2001PLC111526
Name of the company	NORTH DELHI POWER LIMITED
Address of the registered office or of the principal place of business in India of the company	Grid Substation Building, Hudson Lines Kingsway Camp, Delhi – 110 009, India
This form is for	Creation of charge
Type of charge	Book debts Movable property (not being pledge) Others
Particular of charge holder	United Bank of India, 11, Hemanta Basu Sarani, Kolkatta – 700 001, West Bengal, India. E-Mail: bmnep@unitedbank.co.in
Nature of instrument creating charge	Deed of Hypothecation dated 28.12.2007 in favour of United Bank of India.
Date of instrument Creating the charge	28.12.2007
Amount secured by the charge	Rs.1000.000 Millions
Brief of the principal terms an conditions and 7extent and operation of the charge	Rate of interest BPLR minus 2.85%, presently 10.4% with reset of interest option after two year. Terms of repayment The borrower shall repay the term loan by 40 equal quarterly installments of Rs.25.000 millions commencing from October, 2008, ending in July 2018. Extent and operation of the charge A first pari passu charge on all the moveable properties of the Company, present and future for extending a term loan of Rs.1000.000 millions. Third pari passu charge on Receivables
Particulars of the property charged	By Hypothecation a first pari passu charge on all moveable properties of the company for a term loan of Rs.1000.000 millions including moveable plant and machinery, computers, appliances, furniture all documents of title, Current assets, operating and non-operating cash flows and related moveables in transit. All products of income from and proceeds of sale of and any rights, easements, agreements, indemnities, warranties in respect of all mentioned above. Third charge on Receivables.

FIXED ASSETS:

Ø Buildings

Ø Plant and Machinery

Ø Furniture and Fittings and Office Equipment

Ø Vehicles

Ø Transmission Lines Cable Network

AS PER WEBSITE

Awards and Recognitions

1. Subject Wins 'India Power Awards 2008' - Adjudged winner in recognition for 'Overall Utility Performance in Distribution'

Subject won 'India Power Awards 2008' in recognition for Overall Utility Performance in Distribution.

2. Subject Wins 'Asian Utility of the Year Award 2008' at Asian Power Awards

Subject has won the 'Asian Utility of the Year 2008' award at the recently held 'Asian Power Awards 2008'. Mr. Sunil Wadhwa, Chief Executive Officer, NDPL, has been conferred the prestigious 'Most Inspirational CEO of the Year' award.

3. Subject wins International Balanced Scorecard (BSC) Hall of Fame Award 2008

Subject has won the international Palladium Balanced Scorecard Hall of Fame award- 2008. The award puts subject in a select and elite group of 106 companies worldwide who have won the award. Subject deployed the Balanced Scorecard (BSC) as a tool for strategy execution and used it to transform itself to a consumer centric entity with a performance-driven culture

4. Subject Wins 'SAP ACE Award 2008'

Subject won SAP ACE Award 2008 in the category "Best Utilities Sector Implementation - Large Enterprises". In its third edition, the SAP ACE awards 2008 celebrates breakthrough IT deployment catalyzing business transformation.

5. Subject Wins Prestigious Honour- The Edison Award by Edison Electric Institute (EEI), USA.

North Delhi Power Limited has become the first power distribution utility from India to have received the prestigious honor in the international category by winning the Edison Award

The award was presented to subject, in recognition of its operational excellence in the electric industry, for innovatively utilizing and integrating its Geographical Information System (GIS) with other applications for network planning, operations, commercial and asset management

The prestigious award is given annually by the Edison Electric Institute (EEI) to honour both international and U.S. electric companies for outstanding contributions to the advancement of the Power industry. A panel of academics and past and current EEI Chairmen select the finalists and ultimate winners.

6. 'Excellence in Cost Management 2007' Award by ICWAI.

Subject won the 'National Award for Excellence in Cost management' in the category of "Service Sector with turnover of more than 10000.000 Millions" by the Institute of Cost and Works Accountants of India (ICWAI). This is for the first time in India that any electricity distribution company has been conferred an award for cost management initiatives

Subject has been acknowledged for its sincere efforts in increasing revenue through reduction in AT and C losses over a period of more than 5 years through constant endeavor of cost management practices in all spheres in a regulatory regime

7. 'Power Utility of the Year' Award at Asian Power Awards 2007

Subject has won the 'Power Utility of the Year' award at 'Asian Power Awards 2007'. Asian Power Awards are the industry's leading awards independently judging the best in the power industry in entire Asia. There are total of 25 awards of which ten go to power plants and the rest to companies and projects. The awards are aimed at recognizing the broad spectrum of Asia's power supply industry and acknowledging the vital input from all elements of this industry.

8. 'Most Admired Organization in the Joint Sector/Private Sector' award

Subject has been presented the Power Line 'Expert Choice Awards' for the 'Most Admired Organization in the Joint Sector/ Private Sector'. The awards were given by Mr Sushil Kumar Shinde, Union Minister of Power.The awards are based on a first of its kind 'Eminent Expert Opinion Survey' by Power Line, a premier magazine for the Indian power sector, in which sector specialists were asked to give their opinion on various criteria pertaining to Power sector

9. Asian Power Award 2006 for Excellence in Service Enhancement

Subject has won Asian Power Awards 2006 for Excellence in Service Enhancement. Asian Power Awards are the industry's leading awards independently judging the best in the power industry in entire Asia. There are total of 25 awards of which ten go to power plants and the rest to companies and projects. The awards are aimed at recognizing the broad spectrum of Asia's power supply industry and acknowledging the vital input from all elements of this industry. The award conferred on subject is in recognition to its outstanding achievement throughout the year and fortifies it status as a leader in the power industry

10. Achievers Award for settling 10,000 cases in record time

Subject has successfully settled 10,000 cases in PLAs, Special Lok Adalats under the aegis of DLSA during the period October 2003- July 2006. The award was presented to subject by the Hon'ble Chief Justice Delhi High Court for this landmark achievement. It is record in the history of Alternate Disputes Resolution (ADR) Mechanism (under the Legal Services Authority Act, 1987).

11. TBEM Score Band 551-650

It is a matter of joy and pride that in TBEM External Assessment 2008, Subject has moved from previous score band of 451-550 to the upper band of 551-650, which distinguishes them as 'Emerging Industry Leader'. The TBEM Excellence framework is practiced in almost all TATA organization and is based on the renowned Malcolm Baldridge Award Instituted in the United States

12. CII EXIM AWARD for Strong Commitment to Excel

Subject is the youngest and only Power Distribution utility in India to have been bestowed with this prestigious award for exhibiting strong commitment to excel

13. ISO 9001, ISO 14001 and OHSAS 18001

Subject is a certified ISO 9001, ISO 14001 and OHSAS 18001 company which bears testimony to its commitment to Quality, Environment Management and Safety related aspects of Power Distribution.

14. NABL Accreditation for Subject's Meter Testing Lab

Subject became the 1^st power utility in Northern India to receive accreditation for it's state-of-the art meter testing lab from NABL (National Accreditation Board for Testing and Calibration Laboratories). NABL is an autonomous body established under the aegis of Department of Science and Technology, Government of India. The accreditation signifies that the applied testing results of Subject’s Lab are legally valid and at par with test results of any laboratory across the globe.

15. Intelligent Enterprise Award

Subject’s billing system and other consumer friendly IT interventions have made them achieve the Intelligent Enterprise Award instituted by the Indian Express Group two years in succession.

16.Annual Bhagidari Award for 'Outstanding Work in Promoting Bhagidari Initiative' for the year 2006-07

Subject won the Annual Bhagidari Award for 'Outstanding Work in Promoting Bhagidari Initiative' for the year 2006-07. Smt.Sheila Dikshit, Hon'ble Chief Minister of Government of Delhi, presented the award to Team NDPL at the awards ceremony in the 'Bhagidari Utsav 2007' organized at Pragati Maidan on February 2^nd and 3^rd, 2007 by the Government of Delhi.

17. National Award to NDPL for Meritorious Performance in Power Distribution

Subject was awarded the prestigious silver 'National Award for Meritorious Performance for 2004-2005 and 2005-2006' in Power Distribution by the Hon'ble Prime Minister of India Dr. Man Mohan Singh

The award, instituted by Ministry of Power, Government of India, was conferred in recognition of NDPL's outstanding performance in power distribution.

18. 'PCQuest Best Information Technology (IT) Implementation Award 2007'

Subject won the PC Quest Best IT Implementation Award for successful implementation of GIS (Graphical Information System) in its distribution network of North and North West Delhi. NDPL was awarded the most challenging project award.

The usage of GIS by NDPL has been touted as an innovative use of IT wherein it has created a GIS map of North Delhi and has captured every detail down to the last street along with each and every piece of electrical equipment including grids, transformers, wires etc in it's electricity distribution area.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.44.27
UK Pound	1	Rs.72.08
Euro	1	Rs.63.66

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		64

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.