13.1

Holding Company shall at all times have the right to assign the rights, benefits and obligations of the Holding Company under this Agreement and also convey, transfer and vest all the shares held by the Holding Company in the COMPANY together with all beneficial interest in the direct (hereinafter called the 'Successor entity(ies)' as a part of reorganization or restructuring of electricity industry in the State or otherwise as a part of registration-organization of shareholding and/or interest held by GNCTD government corporations, companies and bodies cooperates in the State Provided that such transfer of shares shall be only to the Government or a Government Company or a bode Corporate owned or controlled by the Government.

13.2

Ink case of assignment specified under article 13.1 the term Holding Company referred to in this Agreement shall for all intent and purposes, mean land include such successor entity(ies) and such successor entity or entities shall duly fulfill the obligations assumed under this Agreement by the Holding Company.

13.3

For the purposes of Clauses 13.1 and 13.2 one of the Companies shall be designated as the coordinating entity and Tata Power shall be required to deal only with the Company so designated.

13.4

The assignment of the rights benefits and obligations specified kin Article 13.1 above shall not amount to transfer of shares within the meaning of Article X.

13.5

Tata Power shall not be entitled to assign the rights, benefits and/or obligations of this Agreement to any other person. Provided that Tata Power may after prior information to the Holding Company transfer the Shares in excess of 26 per cent of the total equity share capital of the COMPANY (as existing on the date of this shareholders Agreement) in the name of any of the group companies of which Tata Power is a part or any public financial institution as recognized under section 4-A of the Indian Companies Act, any National/Scheduled Banks or any foreign financial institutions approved by the Government of India. Further to bring about improvements in the distribution system of the COMPANY, Tata Power can, after prior information to the Holding Company, assign a maximum of 5 percent of the total equity share capital of the COMPANY in favour of any other company which has relevant experience in the electricity sector. Provided that Tata Power shall procure an undertaking from the other company that it will act along with Tata Power as a group shareholder. However, Tata Power shall hold not less than 26 percent of the total equity share capital of the COMPANY in its name. Notwithstanding such transfer of shares, Tata Power shall continue to be responsible for due fulfillment of all the obligations of Tata Power as specified in this Agreement as if the shares in COMPANY other than shares held by Holding Company or its successor entity or entities, is entirely held by Tata Power.

Provided however that there shall be no restriction on the pledge of the shares to the banks and financial institutions to secure finances and funding for the business of the COMPANY.

For the purposes of this Agreement two bodies corporate will be considered as a part of the same group if one body corporate is a subsidiary or holding company of another or both the bodies corporate are otherwise to the satisfaction of Holding Company established to be under a common management.