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INDIA NON JUDICIAL
08-May-2024 0220 PM 0B-May,2024 02:26 PM 08-Moy-2024 42:28 FM 08-Ms v-2024 02:28 PM 013•M6y.2C213 0228 FM 08-May.2024 4228 PM 013-1•014.2024 -CC•2B PM oB•rvlay-2024 0:28 PM 08-May-2024 82•26 PM 08-May-2024 0229 PM DB-May-202. 02.28 PM ,}8-May-2024 0228 PM CPB•May-
2024 0228 PM
Government of Gujarat
Certificate of Stamp Duty
Certificate No.
Certificate Issued Date
Account Reference
Unique Doc. Reference
Purchased by
Description of Document
Description
Consideration Price (Rs.)
First Party
Second Party
Stamp Duty Paid By
Stamp Duty Amount(IRs.
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08-May-2024 02:28 PM 0 0 0 g
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IMPACC (Fly gjelimpl 0/ SURAT/ GJ-SU
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SUBIN-GJGJEL1MP1083213350548470W 0 0 . 0 0
SUN DROPS ENERGIA PVT LTD 0 G a
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0 a
0 0
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Article 5(h) Agreement (not otherwise provided ['O r) c:
0
BALANCE OF PLANT CONTRACT o 0
0 *0
(Zero)
CT X LIFESCIENCES PVT LTD
SUN DROPS ENERGIA PVT LTD
SUN DROPS ENERGIA PVT LTD
300
(Three Hundred only)
0031049054
Statutory Alert;
'I. The authenticity of this Stamp certificate should he verified at
'www.shcilestarnp.com' or using e-Stamp Mobile App of Stock holding . Any
discrepancy in the details on this Certificate and as available on the weLisite $
Mobile App renders it invarid.
2. The onus of checking the legitimacy is on the users of the certificate.
3_ In case of any discrepancy please inform the Competent Authority.
Page 1 of 19
TURNKEY CONTRACT FOR
WTG SUPPLY
AND
BALANCE OF PLANT SERVICES
BY AND BETWEEN
MIS. CT X LIFESCIENCES PVT. LTD.
AS THE OWNER
AND
MIS. SUN DROPS ENERGIA .PVT LTD
AS THE DEVELOPER
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Page 2 of 19
Table of Contents
1. GENERAL PROVISIONS.............................................................................................................3
2. RESPONSIBILITES OF THE DEVELOPER................................................................................6
3. RESPONSIBILITIES OF OWNER................................................................................................8
4. STABILISATION PERIOD...........................................................................................................8
5. CONTRACT PRICE AND PAYMENT TERMS...........................................................................8
6. COMMISSIONING AND DELAY IN SCOPE OF OBLIGATIONS............................................9
7. LIMITATION OF LIABILITY......................................................................................................9
8. TERMINATION BY THE DEVELOPER......................................................................................9
9, TERMINATION BY THE OWNER...................................................................................................10
10.INDEMNITIES................................................................................................................................11
11.FORCE MAJEURE........................................................................................................................11
12.CONFIDENTIALITY..................................................................................................................12
13.CHANGE IN LAW.........................................................................................................................13
14.E X T E N S I O N O F T I M E 1 3
15.NOTICES.........................................................................................................................................13
16, DISPUTE AND ARBITRATION.......................................................................................................14
17. ASSIGNMENT ...............................................................................................................................14
18. REPRESENTATIONS AND WARRANTIES.............................................................................14
19. MISCELLANEOUS.......................................................................................................................15
ANNEXURE —1: SCHEDULE OF PRICE AND PAYMENT -.............................................................17
ANNEXURE - II: SCHEDULE OF WTG DELIVERY - ....................................................................19
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Page 3 of 19
This Turnkey Contract for WTG Supply and Balance of Plant Service Contract (hereinafter referred
to as the Contract) is made and entered into on this Rth day of May 2024 at Surat:
BY AND BETWEEN:
(a) CTX Lifesciences Pvt. Ltd.,(Corporate Identity Number (CIN): U24] 14GJ2004PTC043554), a
company duly incorporated under the provisions of the Companies Act, 1956 and now governed
by the Companies Act, 2013, having its registered office at Block No. 251, 252, Udhana Magdalla
Road, GIDC, Sachin, Surat, Gujarat 394230, India hereinafter referred to as the "Owner" (which
term shall, unless repugnant to the context or meaning thereof, be deemed to mean and include
its successors-in-business); and
(b) SUN DROPS ENERGIA PVT. LTD. (Corporate Identity Number (C1N):
U40107GJ2019PTC108373), a company duly incorporated under the provisions of the
Companies Act, 2013, having its registered office at "K_P HOUSE', Opp. lshwar Farm BRTS
Junction, Near KP Circle, Canal Road, Bhatar, Surat 395017, Gujarat, India, hereinafter referred
to as the "Developer" (which term shall, unless repugnant to the context or meaning thereof, be
deemed to mean and include its successors-in-business);
(each, a Party, and together, the Parties).
WHEREAS:
(a)The Owner is a captive power producer engaged inter alia in the business of Pharmaceutical.
-
(b)The Developer is engaged inter-alia in the business of developing Wind Power Project on
turnkey basis including supply of WTG and providing services for procurement and
development of land, procurement of approvals, and erection, installation, commissioning and
testing of Balance of Plant equipment.
(c)Pursuant to discussions between the Parties, the Owner hereby appoints the Developer for the
provision and execution of BOP services, and the Developer hereby accepts such appointment
as the Developer for the development of the Balance of Plant services for 2.1 MW wind power
project comprising of one(1) WTGs of Suzlou make 2.1 MW S120_140 each at Gandhar site
in Bharuch, Gujarat in accordance with this Contract.
NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, the
Parties hereby agree as follows:
1. GENERAL PROVISIONS
1.1 Definition
In this Contract, the following words and expressions shall have the meanings stated, except where
the context requires otherwise.
Affiliate means, in relation to a Party, a company or entity that directly or indirectly Controls, or is
Controlled by, or is under common Control with, that Party.
Balance of Plant/BOP means the plant, material, equipment, apparatus including the Internal Grid
Infrastructure except the WTG.
Control means:
(a)ownership or control (whether directly or otherwise) of more than 50% or more of the equity share
capital, voting shares or the like of the controlled entity; or
(b)ownership of equity share capital, voting shares, or the like by contract or otherwise, conferring
control of power to control the composition of, or power to appoint, a majority of the members
of the board of directors, board of management, or other equivalent or analogous body of the
controlled entity.
ner Developer
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Page 4 of 19
Annexure means an annexure appended to any Schedule of this Contract.
Approvals means any and all necessary and required authorizations, consents, grants, approvals,
licenses, exemptions, concessions, filings, clearances, orders, certificates, declarations issued by any
Government Authority in connection with the performance of the Parties' respective obligations
under this Contract.
Arbitral Tribunal has the meaning ascribed to it in Clause (Dispute Resolution).
Commissioning means when the WTG is fit for use and the same has been certified by the concerned
Government Agency (CEIG/GEDA), the WTG shall deem to have been commissioned.
Contract Price means the amount stated in Schedule of Price and Payments to be paid by the Owner
to the Developer.
Date of Commissioning or DoC means the date of commissioning of the Project.
Due Date means the 5a (Fifth) day from the date of receiving of Invoice in accordance with the
Contract.
Force Majeure Event has the meaning ascribed to it in Clause 11 (Force Majeure Event).
GETCO means Gujarat Electricity Transmission Corporation.
GEDA means Gujarat Energy Development Authority.
Insolvent means, in relation to a Party, the occurrence of any of these events (a) Proceedings are
admitted against a Party under the Insolvency and Bankruptcy Code, 2016 and a moratorium has
come into effect in terms thereof; (b) a winding up order or an insolvency order is made by a
competent court in respect of a Party (c) a receiver, provisional liquidator or official liquidator or
similar officer is appointed in respect of all or substantially all the assets of a Party; (d) a mortgagee
takes possession of all or substantially all assets of a Party; (e) a Party notifying its creditors or any
third-party or notifying the other Party that it is insolvent; (f) a Party compounds with his creditors,
or carries on business under a receiver, trustee or manager for the benefit of his creditors; (g) a Party
passed a resolution for bankruptcy, insolvency, receivership, winding up, liquidation of other similar
action or proceeding; or (h) a Party has failed to pay any debts and/or has ceased making payments
of its debt, and such act is having material adverse impact on the performance of its obligations under
the Contract.
Internal Grid Infrastructure means the grid infrastructure for evacuation of power from the WTG
to the 33kV incoming isolator inside Pooling Substation, including double pole structure (along with
all associated components and material).
Operational Life of the Project means a period of Twenty-Five (25) years from the date of
Commissioning of the Project.
Operation and Maintenance Contract means the agreement between the Owner and Developer
executed on the provision of Operation and Maintenance services for the WTG and common facility
of the wind farm.
OMS Provider means the Operation and Maintenance contractor employed by the Owner.
Payment Milestone means the milestone agreed between the Parties for the purpose of payments
under this Contract as per Schedule of Price and Payment.
Plant/Project means the wind power project of 2.1 MW comprising of One (1) WTGs of Suzlon
make 2.1MW each - (S 120-140) model.
Project Site means the site for the Project at Gandhar village, District Bharuch, Gujarat.
Private Land means freehold land owned by private land owners.
Pooling Substation means I lkV/66KV step-up substation, located at Gandhar village in District
Bharuch, Gujarat, connecting the 33 kV internal transmission lines on the receiving end and from
which the 66 kV EFIV lines originates.
Owner Developer
