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Power Purchase and Offtake
Power purchase and offtake agreements for conventional and renewable generation, including the allocation of change in law, force majeure, curtailment and payment security risk.
We advise developers, lenders, public authorities and offtakers across energy, infrastructure and resources, the power purchase agreement that underwrites a plant, the concession that builds a road or a port, the licence that opens a mine, and the regulatory proceeding that sets the tariff on which the whole project depends.
An energy or infrastructure mandate runs on a few long-dated documents and the regulator that supervises them. The contract allocates the risk, and the regulatory framework fixes the tariff, the licence and the conditions the project must keep.
Power purchase and offtake agreements for conventional and renewable generation, including the allocation of change in law, force majeure, curtailment and payment security risk.
Solar, wind and hybrid projects, open access and captive structures, renewable purchase obligations and the certificates and incentives that support them.
Concession and public-private partnership agreements for roads, ports, airports and urban infrastructure, including the model concession frameworks and the bankability of the risk allocation.
Mineral concessions, auctions and clearances under the Mines and Minerals (Development and Regulation) Act and the associated environmental and forest approvals.
Tariff determination, licensing and dispute proceedings before the central and state electricity regulatory commissions and the appellate tribunal for electricity.
Disputes on tariff, change in law, termination and payment under long-term project contracts, before the regulators, the tribunals and in arbitration.
Each stage fixes a risk or an approval the project will live with for its life. The contract written at the start is the contract that governs the dispute decades later, so the risk allocation has to be right the first time.
Identify and allocate the project risks, offtake, change in law, force majeure, payment, in the concession or the offtake agreement.
Secure the licences, the regulatory approvals and the environmental and resource clearances the project requires.
Draft the concession, the offtake and the project documents to a standard that lenders will finance.
Pursue tariff determination and the regulatory approvals before the electricity commissions where the revenue depends on them.
Manage change in law, force majeure and tariff disputes through the regulators, the tribunals and arbitration over the life of the asset.
Every energy and infrastructure project is read through three lenses at once. The contract and the licences have to be technically sound, the risk allocation has to make commercial sense over decades, and the whole of it has to be legally enforceable when the events of a long life arrive.
We get the concession, the offtake agreement, the licences and the clearances technically right under the Electricity Act, 2003 and the applicable sectoral law, because a defect in the document or the approval surfaces years later as a dispute the project cannot afford.
We allocate the long-dated risks, change in law, force majeure, offtake and payment, to the party best able to bear them, so the project remains bankable and survives the events that no one can predict at financial close.
We build the remedies, the termination payments and the dispute pathway so the contract works under stress, and we carry tariff, change in law and project disputes through the regulatory commissions, the tribunals and arbitration.
An infrastructure contract is tested by events nobody can predict at signing, a change in law, a tariff order, a force majeure, a counterparty in distress. The agreements that survive are the ones where the risk was allocated clearly and the remedies were drafted to work under stress. We draft the long document for the long life.
The vocabulary that decides outcomes, set out precisely, not loosely.
The principal legislation governing generation, transmission, distribution, trading and use of electricity, including licensing and tariff determination.
The long-term contract between a generator and an offtaker setting out tariff, capacity, despatch and risk allocation.
The right under Section 42 of the Electricity Act for a consumer to procure power from a source other than the local distribution licensee.
The Central and State Electricity Regulatory Commissions that determine tariffs, grant licences and adjudicate disputes in the power sector.
The turnkey contract under which a contractor delivers a completed facility for a fixed price and date, bearing design and execution risk.
Short, direct, on the record.
The power purchase agreement is the contract under which the generator sells its output, usually over a long term, and it is the document on which the financing of the project rests. It allocates the risks that decide whether the project earns a return, who bears a change in law, how force majeure and curtailment are treated, how the tariff is set and how payment is secured. Because a generation asset operates for decades, the agreement has to allocate these risks in a way that remains bankable and workable through events that cannot be foreseen at signing, which is why the drafting of the risk allocation is the heart of the work.
A concession is bankable when lenders are satisfied that the project can service its debt across the events that may occur over its life. That depends on a clear allocation of construction, operation, traffic or demand, change in law and force majeure risk, on a termination payment mechanism that protects the lenders if the contract ends early, and on the certainty of the approvals and the revenue. The model concession frameworks provide a starting point, but the specific allocation has to be negotiated and drafted so that the risk sits with the party best able to manage it and the lenders are protected on termination.
For regulated supply, the tariff is determined by the central or the state electricity regulatory commission according to the applicable regulations, and disputes on tariff, on change in law and on the interpretation of the power purchase agreement are decided by these commissions, with appeals to the Appellate Tribunal for Electricity and onward to the Supreme Court. Because the revenue of a project can depend on a tariff order or a change in law claim, the regulatory strategy has to be aligned with the contract from the outset, and the proceedings before the commissions are often as important to the project as the contract itself.
A mining project requires a mineral concession granted under the Mines and Minerals (Development and Regulation) Act, increasingly through an auction process, together with environmental clearance, forest clearance where forest land is involved, and the consents and approvals required under the environmental laws. The concession carries conditions on development and on payments, and the clearances carry their own conditions and timelines. Because the approvals are sequential and each depends on the last, the project has to be planned around the approval pathway, and a gap in any one clearance can stall the whole development.
Disputes under energy and infrastructure contracts arise on change in law, on force majeure, on tariff, on termination and on payment, and the forum depends on the contract and the sector. In the power sector many disputes are decided by the regulatory commissions and the Appellate Tribunal for Electricity, while concession and other project disputes are often referred to arbitration under the dispute resolution clause. Because these are long relationships, the strategy weighs the value of preserving the contract against the cost of the dispute, and the remedies drafted into the agreement at the outset shape what relief is realistically available.
Income tax, transfer pricing, withholding and treaty interpretation
Merger filings, dominance, cartels and CCI proceedings
Economic offences, PMLA, SEBI enforcement and internal investigations
The strongest outcomes are built into the strategy at the start, not recovered from disputes later.