WITHOUT PREJUDICE

To Date: ____.02.2023
____________

Subject: Notice invoking the Arbitration Clause provided at Clause 9 of the Agreement dated
20.01.2021 signed between RRPL and SEFL, for settlement of all disputes and
claims
involving and relating to the Sale Transaction for the 29.8 MW Windmill Business
in
the State of Gujarat between the Parties through the Arbitration

IN RE: 1) Term Sheets for Sale of 29.8 MW Windmill Business in the State of Gujarat
Dated 20.01.2021 signed between RRPL and SEFL read with Amendments dated
22.01.2021 and the ongoing execution of the same. (“Agreements with SEFL”)
2) Term Sheets for Sale of 24.8 MW of Windmill Business in the State of
Gujarat dated 20.01.2021 signed between RRPL And IPCL (“Agreements with
IPCL”);
3) Commencement of Corporate Insolvency Resolution Process of SREI Equipment
Finance Ltd. under the provisions of Insolvency and Bankruptcy Code, 2016 vide
Order dated 8.10.2021 passed by the Hon’ble NCLT, Kolkata
4) Letter dated 21.10.2021 issued by RRPL to your good offices for implementation of
the subsisting and Binding Agreement with SREI
5) Email dated 31.01.2022 issued by RRPL to your good offices regarding payment
of interest and revenue under the Agreement with SREI
6) Email and Letter dated 21.02.2022 issued by RRPL to your good offices calling for
Implementation of the Contract for transfer of 29.8 MW Wind Assets of SREI
Equipment Finance Limited (SEFL) in the State of Gujarat
7) Letter dated 24.06.2022 sent by Administrator, SEFL to RRPL
8) Letter dated 02.07.2022 sent by RRPL to the Administrator, SEFL
9) Letter dated 14.07.2022 issued on behalf of the Administrator, SEFL by Mr. Dinesh
Jhunjhunwala
10) Letter dated 10.08.2022 issued by RRPL to Mr. Dinesh Jhunjhunwala and to the
Administrator, SEFL
11)Letter dated 01.02.2023 issued by RRPL to the Administrator, SEFL
Dear Sir,

1. This is in continuation to our above referred emails and letters wherein we had
repeatedly requested for implementation of our referred Agreements with SREI
Equipment Finance Ltd. entered into by us for the purposes of transfer of the 29.8 MW
Wind Assets located in the state of Gujarat with their respective buildings, sheds,
associated equipment and machinery, Cables, transformers, meters, transmission lines,
pathway rights (“Wind Business”) and for transfer of Revenue and receivables to
RRPL with effect from 01.04.2020 . In our referred letters, we have repeatedly
indicated our readiness and willingness to deposit amounts under the Contracts dated
20.01.2021 as per the terms of the Contract.
2. However, no positive steps have been taken by SEFL for implementation of the
referred Contracts which had already been entered into by us with SEFL for transfer of
the Wind Business and for implementation of the terms regarding transfer of Revenue
and receivables to RRPL with effect from 01.04.2020, all of which was entered into
much before commencement of the CIRP of SREI Equipment Finance Ltd. on
08.10.2021.
3. In addition, we are shocked to receive a Letter dated 24.01.2023 whereby, some person
not being the Administrator of SEFL and purporting to be an authorised signatory of
SEFL, has without assigning any reasons whatsoever, and without dealing with our
Letters/ emails dtd. 21.10.2021, 31.01.2022, 21.02.2022, 02.07.2022 and 10.08.2022,
illegally sought to terminate the Agreements with SEFL dated 10.01.2021. Since this
letter/ email has not even been marked to your good offices as the Administrator, and
has been issued by a person belonging to the ex-management of SEFL who used to act
on the instructions of the erstwhile Board of Directors, the letter dated 24.01.2023 is
per-se without any authority and is therefore, non-est. This fact has also been brought
to your kind notice by us vide our letter dated 01.02.2023, and has not been disputed
by your offices till date.
4. It is, therefore, brought to your kind notice and attention that SEFL has continued to
act in complete breach of the Agreements for Sale of 29.8 MW Windmill Business in
the State of Gujarat Dated 20.01.2021 signed between RRPL and SEFL read with
Amendments dated 22.01.2021 (hereinafter referred to as “Agreements with
SEFL”)and has even failed to carry out the contractual obligations set out in the said
Agreements with SEFL and reiterated by us at Para 5, 6 and 7 of our letter dated
21.02.2022 (corresponding paragraphs 10,11 and 12 of our Letter dated 02.07.2022) so
that the Completion Date for the Transaction could be achieved at the earliest.
5. This, despite the fact that the Clauses of the Agreements read with the Amendments
dated 22.01.2021 make it abundantly clear that the Revenues and Receivables from the
Wind Business wef 01.04.2020 exclusively belonged to the Buyer upon signing of the
said Amendments by both Parties and SEFL was merely holding the Wind Business
and its revenue and receivables wef 01.04.2020 in trust till submission of Bank
Guarantee, under the Agreement. SEFL was infact contractually obligated to take prior
consent of the Buyer before paying any charges and costs towards the subject Wind
Business from the revenue and receivables, all of which makes it abundantly clear that
SEFL was merely holding and operating the Wind Business and the Revenues and
Receivables wef 01.04.2020 in trust on behalf of RRPL till formal transfer of
ownership and possession under the Agreement. therefore, the said Wind Business and
the Revenues and Receivables wef 01.04.2020 must be dealt with by the Administrator
in terms of Rule 10 of the Insolvency and Bankruptcy (Insolvency and Liquidation
Proceedings of Financial Service Providers and Application to Adjudicating Authority)
Rules, 2019 read with Notification No. S.O. 464(E) dated 30.01.2020 issued by the
Ministry of Corporate Affairs under the said Rule.
6. Furthermore, in terms of Rule 10 of the FSP Rules, Clause (b) of Rule 5 of the
FSP Rules and Section 14 of the Insolvency and Bankruptcy Code, 2016 do not
apply to these funds and assets (i.e. the subject Wind Business and Revenue and
Receivables wef 01.04.2020).
7. Therefore, since SEFL is not coming forward to fulfil its contractual obligations under
the referred Agreements, we are hereby invoking the Arbitration Clause provided at
Clause 9 of the Agreements with SEFL dated 20.01.2021 for settlement of all disputes
and claims between the Parties through the Arbitration which, inter-alia, include but
not limited to:-
I. Performance by SEFL of its contractual obligations under the Agreement with
SEFL dated 20.01.2021 read with the Amendments thereto;
II. Permanently Injuncting SEFL through its Administrator and its officers, agents,
assigns, Authorised Representatives from creating any 3 rd party right or
encumbrance or offer the Wind Business for sale to any other party unless the
Buyer exits from this Term Sheet in writing and till all dues, claims of the Buyer
 have been fully settled by the Seller to the full satisfaction of the Buyer, in terms
of the Agreement dated 20.01.2021
III. Re-payment by SEFL of the Revenue and Receivables from the subject Wind
Business from 01.01.2021, till date, which have wrongfully and in breach of the
Agreement been utilized by SEFL and/ or has been transferred to third parties;
IV. Payment of Cost and Expenses incurred by RRPL on account of breach of
the Agreement by SEFL;
V. Payment by SEFL of all claims, losses, damages in respect of any liability or
claim accruing in respect of the wind business prior to completion date;
VI. Compensation in lieu of breach and delay in performance of its Contractual
obligations by SEFL
VII. Pre and Post Award Interest

8. We further reserve our right to refer any further claims, disputes and differences to
Arbitration as may be necessary for complete adjudication of all claims and disputes
between the Parties.
9. We, accordingly, call upon you to discuss amongst us mutually, the proposed Sole
Arbitrator in terms of Clause 9 of the Agreement with SEFL.

Thanking You.
Best Regards,

________
(Authorised signatory)