In this Share Acquisition Agreement the following expressions shall have the meaning assigned to them as under :-

Bid Documents shall mean the Request for Proposal (RFP), terms and conditions contained therein, addenda to the RFP, the Bid, the information memoranda, the finalized drafts of agreements and documents referred to in Recitals L and M and any other documents forming part of the Competitive Bidding process for selection of the participant for acquisition of the Purchased Shares in COMPANY.

Completion Date shall be the date on which the last of the requirements of Article 2 is completed.

Purchased Shares shall mean 5,91,60,000 (Five Crore Ninety One Lacs Sixty Thousand) equity shares of Rs 10/- each paid up which constitute 51% of the equity capital in COMPANY. The equity shares of the COMPANY shall be in dematerialized form.

Shareholders Agreement shall mean the Shareholders Agreement to be entered into between BSES, Holding Company and COMPANY as per the form and content attached to this Share Acquisition Agreement (as per Schedule B).

Bid is defined as original bid date April 9th, 2002 and revised bid dated May 14th,2002 submitted by BSES and letter Nos. F.11(118)/2001-Power/180 dated May 29th, 2002 by GNCTD according approval to the bids