4.1

The main business of COMPANY shall be to undertake the electricity distribution and retail supply in the Specified Area as per ;the terms of the licence granted to COMPANY and to do such other things as may be ancillary or incidental to the above or otherwise as mutually agreed between BSES and Holding company.

4.2

Except as the parties may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement the parties shall exercise their powers as shareholders land cause the exercise of the powers by their nominees in the board meetings so as to ensure that

(a)

(b)

COMPANY transacts all its business on arm's length basis;

(c)

COMPANY does not enter into any agreement or arrangement restricting its competitive freedom to provide and take goods an services by such means and from and to such persons as if may think fit;

(d)

The business of COMPANY is carried on pursuant to the policies laid down from time to time by the Board of Directors.

(e)

COMPANY maintains proper and adequate; insurance against all risks usually insured against by companies carrying on the same or similar business.

(f)

COMPANY undertakes the activities in accordance with the terms of the Reform Act or licence conditions, the provisions of the applicable awls, rules, regulations, orders and directors of concerned authorities including and in particular the Commission;

(g)

COMPANY does not acquire, dispose, hire, lease, license or receive licenses of any assets, goods, rights or services otherwise than at the price reasonably obtainable in the circumstances, and

(h)

COMPANY keeps books of account and there in make true and complete entries of all its dealings and transactions of and in relation to its business,

4.3

BSES and Holding Company hall each be entitled to examine the books and accounts kept by COMPANY and to be supplied with all relevant information including quarterly management accounts and operating statistics ;and such other trading and financial information in such form as they may reasonably require to keep each of them properly informed about the business of COMPANY and generally to protect their respective interests.

4.4

Notwithstanding anything to the contrary in any of the Bid Documents, the liabilities arising out of litigation,, suits, claims, etc. Pending on the completion date and/or arising due to events prior to completion date shall be borne by the COMPANY subject to a maximum of Rs. 1 crore per annum. In the event for any reason the Commission does not allow any amount above this maximum to be included in the revenue requirement of the COMPANY the same shall be to the account of the Holding Company.

4.5

GNCTD and the Holding Company shall endeavor to facilitate procurement of funds under the Accelerated Power Development and Reform Programme (APDRP) of the Central Government, and if available and slowed by the Central Government the holding Company and the GNCTD shall take all necessary steps to ensure that the same are passed directly to the COMPANY.