Document of The World Bank International Finance Corporation FOR OFFICIAL USE ONLY ZjJ3 A Report No. P-5534-IN IFCIP-1094 MEMORANDUM AND RECOMMENDATION OF THE MPESIDENT OF THE INTERNATIONAL BANR FOR RECONSTRUCTION AND DEVELOPMENT AND INTERNATIONAL FINANCE CORPORATION TO THE EXECUTIVE DIRECTORS OF THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND TO THE DIRECTORS OF INTERNATIONAL FINANCE CORPORATION ON A PROPOSED IBRD LOAN IN AN AMOJNT EQUIVALENT TO US$200 M:LLION (WITH THE GUARANTEE OF INDIA) AND AN IFC INVESTMENT IN AN AMOUNT EQUIVALENT TO US$68 MILLION TO BOMBAY SUBURBAN ELECTRIC SUPPLY LIMITED FOR A PRIVATE POWER UTILITIES (BSES) PROJECT IN INDIA MAY 22, 1991 hs documet has a restricted disibuttion and may be used by reciplents only In the perfo anace of their official duties. Its contemts may vot othenrise be disclosed vithout World lankIlFC aut.horzation. CURRENCY EQJIVALENTS (As of February 194Y) Currency Unit Rupees (Rs) Rs 1.00 = Paise 100 US$1.00 Rs 19.0 Rs 1.00 = US$0.0526 MEASURES AN4D EQUIVALENTS 1 Meter (m) , 39.37 inches (in) 1 Kilometer (km) - 1,000 meters (m) = 0.6214 miles (mi) 1 Ton (t) 1,000 kilograms (kg) = 2,200 pounds (lbs) 1 Kilovolt (kV) 1,000 volts (V) 1 Megawatt (MW) 1,000 kilowatts (kW) 1 million watts ABBREVIATIONS AND ACRONYMS BSES - Bombay Suburban Electric Supply Limited FGD - Flue Gas Desulphurization GOI - Government of India sM., - Government of Maharashtra ICICI - Industrial Credit and Investment Corporation of India DBI - Industrial Development Bank of India . IFCI - Industrial Finance Corporation of India MSEB - Maharashtra State Electricity Board NTPC - National Thermal Power Corporation SEB - State Electricity Board SO - Sulphur Dioxide TD; - Tribal Development Program TEC - The Tata Electric Companies The Act - The Electricity (Supply) Act of 1948, as amended UTI - Unit Trust of India FISCAL YEAR April 1 - March 31 FOR OFFICILU USE ONLY INDIA PRIVATE POWER UTILITIES (BSES) PROJECT Loan/Investment and Proiect Summary Borrowers Bombay Suburban Electric Supply Limited (BSES). Guarantor: IBRD Loan: India, acting by its President. The Government of India (GOI) would charge a guarantee fee of 2.75 Z p.a. on the principal amount of the IBRD Loan withdrawn and outstanding. IBRD Loans US$200 million equivalent. Terms: Repayment over 20 years, including five years of grace, at the IBRD standard variable interest rate. IFC Investmentt A Loan: US$50 million equivalent (for IFC's own account); B Loan: Up to US$18 million equivalent (for the account of participants). Terms: A Loan: Fixed interest rate of 10.75Z p.a. Front-end feet 12. Commitment fees 12 p.a. on the undisb rsed balance. Repaymen: in 20 semi-annual installments of US$2,500,000 due from September 15, 1996 through March 15, 2006. B Loans Syndication fee: 0.50? of the amount syndicated payable to IFC. Administration fees US$2,500 per participant in IFC's B Loan, payable semi-annually to IFC; however, the total Administration fee not to exceed US$15,000 annually. Other terms to be negotiated. Overall maturity of 15 years, including five years of grace. The maturity of the B Loan is expected to be shorter than the maturity of the A Loan; in that event, the repayment installments of the A Loan will be adjusted so that the aggregate repayments for the A Loan and B Loan are approximately US$6,800,000 per year. This document has a restricted distribution and may be used by recipients only in the perfonnance of their official duties. Its contents may not otherwise be disclosed without World Bank autho,..tmn. -ii- Financing Plans (U-S$ million) Internal Accruals 65.6 Special Reserves 47.5 Fully Convertible Debenturest - First Issue 47.5 - Second Issue 69.6 Long Term Loanss - Indian Financial Institutions 155.1 - IBRD 200.0 - IFC Investment (A Loan) 50.0 - IFC Syndication 18.0 Total 653.3 Financial Rate of Return: 15l Economic Rate of Return: 22Z Staff Appraisal Report: No. 9499-IN maps No. IBRD 22938 MEMORANDUM AND RECOMMENDATION OF THE PRESIDENT OF THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND INTERNATIONAL FINANCE CORPORATION TO 'HE EXECUTIVE DTRECTORS OF THE IBRD AND TO THE DIRECTORS OF IFC ON PROPOSED IBRD LOAN TO AND IFC INVESTMENT IN BOMBAY SUBURBAN ELECTRIC SUPPLY LIMITED FOR A PRIVATE POWER UTILITIES (BSES) PROJECT IN INDIA 1. I submit for your app-oval the following memorandum and recommendation on a proposed IBRD loan of US$200 million equivalent and proposed IFC investment of US$68 million equivalent (A Loan: US$50 million, for IFC's own account; B Loan: up to US$18 million, for the account of participants) to Bombay Suburban Electric Supply Limited (BSES) to help finance the construction of a 500 MW thermal power plant. and associated transmission and distribution development in north Bombay. The IBRD loan would be at the standard IBRD variable interest rate, with a maturity of 20 years, including five years of grace. The Government of India (GOI) will charge BSES, a guarantee fee of 2.75Z per annum on the outstanding amount of the IBRD loan. The IFC investment would have an overall maturity of 15 years, including five years of grace, with the allocation of maturities between the A Loan and B Loan to be negotiated after the US$18 million syndication has been completed. 2. Background. India is one of the few developing countries with a vibrant, if small, private sector presence in public power supply. There are five private power utilities. Together, they provide almost five percent of public supply. BSES is a distribution company serving the northern suburbs of Bombay without, at present, any generation and transmission capacity of its own. BSES purchases its power from Tata Electric Companies (TEC). The other private power utilities generate at least some of the power they distribute. The private power utilities are regulated by the Electricity (Supply) Act of 1948, according to which they may set their tariffs to recover their full operating costs, depreciation, interest and a return on their capital base of 122. Their individual franchises are defined in licenses obtained from their respective state governments, which cover their geographic area of operation and a term which is normally 20 years. The serious institutional and financial problems of the state electricity boards (SEBs), which provide about 751 of the public power supply, prompted GOI to formulate, in June 1990, new policies to improve the environment in which the private sector invests in public power supply. The incentives are in the right direction and GOI-IBRD/IFC dialoaue on the issue is under way. However, the progress of reforms has been temporarily interrupted by the change of administration and revisions in formulating the Eighth Plan. For BSES, the incentives already provided by the Government of Maharashtra (GOM) within the existing legal framework are adequate to meet the financing needs of the project. 3. BSES is a well managed, financially strong and technically and commercLally efficient distribution utility. Forty-one percent of its share capital is held by insurance companies, 182 by the Unit Trust of India (UTI), 4? by other mutual funds, 8Z by corporate bodies, and the balance 28? is owned by about 9,000 individuals. In April 1991, BSES issued convertible debentures of US$47.5 million equivalent, which were%oversubscribed by about ten times. When these debentures are converted into equity shares in 1992, the number of individual shareholders is expected to increase to over 150,000 and the combined shareholding of the insurance companies and UTI will be decreased from the current 592 to about 51Z. Further reduction in the institutional shareholding is expected to occur after the project is completed. BSES has no receivables problem despite charging some of the highest tariffs in the country to 2 residential (-62), industrial (38Z) and commercial (162) consumers. There has so far not been any consumer resistance, reflecting a willingness among Bombay power users to pay higher tariffs as they are provided with reliable and good quality power supply. 4. GOM extended BSES's license until 1993 on the condition that BSES would install a 500 KW generation project in Maharashtra and transmit the electricity generated to consumers in its license area. Extension of the license until the final maturity date of the proposed IBRD loan is a condition of effectiveness for this loan. After a period of controversy, BSES obtained environmental clearances from GOI and GOM for the construction of a 2x250 MW power plant at Dahanu, 125 km north of Bombay. The units would be commissioned by early and mid 1995, respectively. The proposed project is part of the least-cost program for the Western Region. BSES has recruited a core management team and appointed engineering and project management consultants acceptable to IBRD/IFC, to execute the proposed project. BSES has also aligned its organization to meet the needs of the impending expansion of future operations from its present distribution role into a full fledged power utility. 5. Lessons Learned from Previous Bank group Operations. IBRD has made 31 IBRD loans (US$6.3 billion) and I8 IDA credits (US$2.3 billion) for power projects in India. IBRD involvement in private investments in power development includes loans to TEC for the staged development of the Trombay Thermal Power Station near Bombay. Through its participation in the sector, IBRD has been instrumental in the establishment and development of central entities, particularly the National Thermal Power Corporation (NTPC) whose performance in project implementation has been satisfactory. IBRD also pursued direct involvement with selected SEBs, which together with their state government, were committed to reform in institutional and financial areas. However, except for the Maharashtra State Electricity Board (MSEB), SEBs' performance has fallen short of IBRD's objectives. As a lesson of these operations and in view of the magnitude of constraints facing the public power utilities, IBRD is amending its lending strategy in pover projects in India. Unless power tariffs are increased in real terms, bill collection is improved, and the management of SEBs is strengthened, lending for power projects will be substantially reduced and will be limited to support for: (i) viable private sector investments in generation and transmission; (1i) the few better managed and financially stronger SEBs; and (iii) innovative, small-scale developments such as mini-hydro and cogeneration schemes. In addition, IBRD intends to continue its dialogue with NTPC and may finance the most critical components of this important agency's core investment program. Since FY89, IFC has made four investments in three of the five private power utilities. All the projects are progressing satisfactorily. 6. Rationale for Bank Group Involvement. In the context of GOI's power investment program, expansion of private sector participation is essential to meet the overall investment requirements. The Bank Group's support for private utility expansion would provide an opportunity for: (a) advancing the dialogue with GOI on the policy environment for private investments in power; (b) helping mobilize additional resources from outside the public sector; and (c) improving the sector's financial and economic efficiency. As BSES is going to implement for the first time a large generation and transmission project, the capital requirements are too large to be raised by-this Company from the Indian and international private capital markets for the longer maturities required by BSES. IFC's involvement would help strengthen BSES's links with the private capital markets and act as a catalyst in mobilizing additional resources. The proposed IBRD loLn would help fill the financing gap and would also allow BSES to have access to competitive contract prices under international competitive bidding. 3 7. Proiect Objectives. The project's main objective is to provide additional generation, transmission and distribution capacity to meet increasing electricity demand in the Bombay area, and maintain good service quality to consumers. Other objectives are: (a) support GOI's endeavors to increase private sector participation in the supply of power; and (b) assist BSES in its transformation from a distribution company to an 4ntegrated power utility which operates generation, transmission and distribution facilities. 8. Project Description and Implementation. The project includes: (a) a thermal power plant comprising two 250 MW coal-fired units located at Dahanu, including a flue gas desulphurization (FGD) plant as mandated by GOI's environmental clearance;l (b) two 105 km double circuit 220 kV transmission lines from Dahanu to BSES's license area and three 220/33 kV receiving substations; and (c) strengthening and extension of BSES's subtransmission and distribution system. 9. The project would be implemented by BSES over a period of five years. The project cost is estimated at about US$534.1 million equivalent, with a foreign exchange compcnent of US$179.5 million equivalent (34Z) and taxes and duties estimated at about US$42.3 million equivalent. The total financing required, including interest during construction, and the expenditures for the working capital margin and issue of the convertible debentures, is US$653.3 million, of which the IBRD would finance US$200 million equivalent, 332 of the total excluding taxes and duties. Retroactive financing of up to US$30 million will be provided for eligible expenditures after January 31, 1991 (para. 12). The IFC investment of US$68 million would be made directly to BSES and would cover 112 of the financing requirements excluding taxes and duties. Of the IFC portion, US$50 million would be lent from IFC's own resources (A Loan) and up to US$18 million would be obtained through a syndication comprising participations in an IFC B Loan and/or through parallel financing from other sources arranged by IFC. The amount of the syndication is based on BSES's requirement of an overall maturity of 15 years balanced with the shorter maturities available from commercial sources. Pre-marketing inquiries by IFC indicate that-at the present time there is a difficult market environment for syndicating funds with commerciel sources, stemming from the market's perception of the country's current economic and political difficulties. IFC, therefore, proposes to await a suitable marketing opportunity after the 1991 General Elections for formally undertaking the syndication of the US$18 million. In case IFC is unable to syndicate the full US$18 million by September 30, 1991, IBRD Management would be prepared to propose to the IBRD Executive Directors a supplementary IBRD loan 1/ The project was originally approved by GOI and GOM with a requirement that an FGD plant would be built at plant start-up to reduce sulphur dioxide (SO2) emissions. Analysis of available data shows that the project would meet GOI. GOM and World Bank guidelines without an FGD plant. BSES's design includes allotment of space for retrofitting an FGD unit if stack emissions from the plant and resulting ambient air quality do not meet any of the above requirements. GOM has amended its clearance along these lines, and GOI is carrying out its review. If GOI decides to amend its clearance to remove the FGD requirement, IBRD and IFC will not have any objection. In that case, the economic internal rate of return would be marginally higher at 262, instead of 25Z, and the average tariff levels would be Rs 0.03/kWh lower. However, in case BSES will build the FGD plant, funds provided under the proposed IBRD loin and IPC investment will not be used for this plant. An understanding was reached that GOI will make a final decision soonest in order to allow BSES to have the FGD plant, if required, in operation at the start-up of the Dahanu power plant. 4 covering the shortfall up to US$18 million. The above date was determined in accordance with BSES's procurement schedule. The major shareholders of BSES have confirmed that they will ensure that the necessary finances are raised from shareholders, public, financial institutions or banks to cover dny cost overruns. A breakdown of costs and the financing plan are shown in Schedule A. Amounts and methods of procurement and of disbursements, and the disbursement schedule are shown in Schedule B. A timetable of key proiect processing events and the status of Bank Group operations in India are given in Schedules C and D, respectively. The Staff Appraisal Report No. 9499-IN, dated May 15, 1991, is being distributed separately. 10. Actions Agreed between GOI and BSES, and IBRD. (a) GOI has: (i) Reaffirmed the availability of adequate supplies of suitable fuel for the proposed power plant; and (ii) Agreed to ensure that GOM willt (1) not take any actions that would adversely affect BSES's operational performance and financial position. including restricting BSES's area of supply; (2) allow BSES to collect special reserves as are permissible, including a special reserve for repayment of BSES's debt, at least equal to the difference between the principal repayments and the depreciation allowable under the Electricity (Supply) Act; (3) through the Maharashtra Pollution Control Board carry out the audit of BSES's environmental monitoring program; (4) formulate and furnish to IBRD for review, by March 31, 1992, a Tribal Development Program (para. 12) and carry out the program in a manner satisfactory to IBRD; and (b) BSES has agreed to: (i) conclude agreements relating to the operation of the BSES plant with MSEB and TEC prior to the synchronization of the first unit; (ii) complete the subscription of the second debenture issue not later than June 30, 1994, underwritten to the extent offered to the public; (iii) establish and maintain a project management structure satisfactory to IBRD; (iv) execute the security arrangements for the proposed loan; (v) obtain IBRD's prior consent to incur any additional long-term indebtedness, other than the loans stated in the financial plan, if after such debt has been incurred the long-term debt-to-equity ratio exceeds 2.5; and (vi) set its tariffs at levels sufficient to achieve the prescribed return on its capital base and to recover through special reserves the aggregate amount of repayments of principal of its debt for that year. Extension by GOM of BSES's license to at least up to August 15, 2011, the maturity date of the proposed IBRD loan, fulfillment of all conditions precedent to disbursement of the IFC investment, creation of an equitable mortgage in a form satisfactory to IBRD and execution of a Power of J 'rney in favor of IBRD are conditions of effectiveness for the proposed IBRD loan. The terms and conditions of the Investment Agreement between IFC and BSES are consistent with the above. 11. Environmental and Social AsPects. The plant complies fully with all World Bank environmental guidelines and the pollution control regulations of GOI and GOM. The main environmental issues which had to be addressed relate to: project site, appropriate operation and maintenance of the plant, social impact of the construction activities and plant operations, air pollution by sulphur dioxide (SO ) emissions from the stack, potential effects of liquid effluents and discharge ol the cooling waters on the aquatic life of the Dahanu creek. The Supreme Court recently rejected a court action brought by environmental groups on the choice of the site. BSES selected the Dahanu site after extensive and thorough studies. There would he no resettlement under the project. BSES has developed an environmental management program which covers extensive environmental monitoring and social and environmental enhancement. IBRD/IFC h4ve reviewed this program and find it acceptable. Agreements were reached that the results of environmental monitoring will be audited and results will be made public (para. 10). The overall social impact from the project is expected to be positive. GOM will formulate and implement a Tribal Development Plan which would provide incremental assistance to GOM's ongoing activities in the tribal 5 comnunities in the immediate vicinity of the plant (para. 12). The increase in lb Valley coal production to supply the Dahanu project will reault in minimal incremental environmental impact. An Executive Summary of Environmental Assessment was agreed with GOI and is given in Annex 3.10 of the Staff Appraisal Report (para. 9). 12. Special Operational Emphasis. (i) The proposed IBRD loan would be mainly used to finance a single contract covering the main power plant package (boil'jrs, turbines, generators, electrostatic precipitator, power cycle piping, and control and instrumentation). This procurement approach was designed to overcome BSES's inexperience in implementing such a large project. The contract was awarded in January 1991, under international competitive bidding (ICB) procedures in accordance with IBRD's Procurement Guidelines. Advance procurement action was duly notified to the Executive Directors of IBRD through the Monthly Operational Summary. Therefore, retroactive financing will be provided (para. 9); (ii) the foreign currency requirements for direct and indirect imports for the other generation and transmission packages (excluding the FGD plant) are estimated at US$47 million and will be cunded by IFC; (iii) a tribal development program to provide incremental assistance to GOM's tribal development activities in the vicinity of the Dahanu power plant would be undertaken by GOM with grant financing of about US$0.3 million. IBRD would help GOI and GOM to obtain the grant from an external aid agency. 13. ProJect Benefits. The project would increase generating and transmission capacity in the Bombav area and would help to maintain BSES's good service quality. BSES's losses will be decreased following the strengthening and extension of the distribution network. Bank Group participation would encourage greater private investment in the power sector in India by mobilizing private savings for the sector. The TDP would help to ensure that some benefits of the investment would reach the local tribal community. 14. Risks. The physical project components, which are based on conventional technology, do not represent unusual technical risks. The Bank Group is satisfied that all necessary measures to mitigate the environmental and social effects of the project will be implemented. Following the recent rejection by the Supreme Court of India of the case brought by environmental groups for an injunction to stop the project, it is unlikely that the case would be reopened. Possible institutional risks include the inability of BSES to effectively manage the implementation and operation of the project. To minimize this risk, BSES has engaged competent consultants to manage the project. BSES's reorganization and strengthening efforts will be closely monitored. BSES has been granted permission to accumulate certain special reserves required in accordance with the financing plan of the project and assurances were obtained from GOI that it would ensure that GON would permit BSES to collect special reserves during the operations stage as well, including special reserves for repayment of debt. BSES would remain financially sound within the existing legislation. The promulgation of the new incentives currently under consideration by GOI would generally enhance BSES's financial position. Increases in BSES's fuel costs or in TEC's tariffs would be passed on to BSES's consumers as allowed under the Act. 15. The IFC Investment. The principal features of the proposed IPC investment would be as follows: A Loans US$50 million. Fixed interest rate of 10.752 p.a. Front-end fee: IU p.a. Commitment feet 1t p.a. on the undisbursed halance. 6 B Loans Up to US$18 million. Syndication feet 0.50Z of the amount syndicated payable to IFC. Administration fee: US$2,500 per participant in IFC's B Loan, payable semi-annually to IFC; however, the total Administration fee not to exceed US$15,000 annually. Other terms to be negotiated. Repayments A Loans Repayment in 20 semi-annual installments of US$2,500,000 due from September 15, 1996 through March 15, 2006. B Loant To be negotiated. Overall maturity of 15 years, including 5 years of grace. The maturity of the B Loan is expected to be shorter than the maturity of the A Loan; in that event, the repayment installments of the A Loan will be adjusted so that the aggregate repayments for the A Loan and B Loan are approximately US$6,800,000 per year. Securitys For both IFC loans, first charge over BSES's immoveable and moveable assets, including BSES's license, ranking pari passu with other senior lenders' charges, subject to certain prior charges over current assets in favor of working capital lenders. Partial disbursement permitted against hypothecation of moveable assets. 16. In accordance with Sectfn 3(ii) of Article III of IFC's Articles of Agreement, the Government of India has been notified of the proposed investment. 17. Recommendation. I am satisfied that the proposed IBRD loan and IFC investment would comply with the Articles of Agreement of the IBRD and the Articles of Agreement of the IFC. I recommend (i) that the Executive Directors of IBRD approve the proposed IBRD loan, and (ii) that the Directors of the Corporation approve the proposed investment by the Corporation on substantially the terms outlined above and adopt the following resolutiont *RESOLVEDs (a) That the Corporation be authorized to conclude the transactions outlined in paragraph 15 of this report substantially on the terms therein set forth; and (b) That the President, Executive Vice President or any staff member of the Corporation authorized by any one of them, enter into an agreement or agreements providing for such transactions and containing such other terms and conditions as he or she, by the execution thereof, shall approve." Barber B. Conable President Attachments Washington, D.C. May 22, 1991 7 Schedule A Page 1 of 2 INDIA PRIVATE POWER UTILITIES (BSES) PROJECT Proiect Cost Sumary 1/ Project Components Local Foreign Total ----------US$---------- I. Dahanu Thermal Power Plant 21 238.8 134.1 372.9 II. 220 kV Transmission Lines and Substations 23.0 23.1 46.1 III. Strengthening and Extension of BSES's Subtransmission and Distribution System 57.9 - 57.9 Total Base Costs 319.7 157.2 476.9 - Physical Contingencies 22.4 8.0 30.4 - Price Contingencies 12.5 14.3 26.8 Total Contingencies 34.9 22.3 57.2 Total Project Cost 354.6 179.5 534.1 Working Capital Margin and Debenture Issue Expenditures 12.6 - 12.6 Interest During Construction (IDC) - IBRD and IFC Loans - 63.2 63.2 - Other 43.4 - 43.4 Total - IDC 43.4 63.2 106.6 Total Financing Required 410.6 242.7 653.3 1/ Including taxes and duties of about US$ 42.3 million. 21 Includes the FGD plant as mandated by the environmental clearance given by GOI. IBRD and IFC would have no ob;ection if the FGD unit were dropped b7 GOI following another review. Schedule A Page 2 of 2 Financing Plant (US$ million) Internal Accruals 65.6 Special Reserves 47.5 Fully Convertible Debenturest - First Issue 47.5 - Second Issue 69.6 Long Term Loans: - Indian Financial Institutions 155.1 - IBRD 200.0 - IFC Investment (A Loan) 50.0 - IFC Syndication 18.0 Total 653.3 9 Schedule B Page 1 of 2 INDIA PRIVATE POWER UTILITIES (BSES) PROJECT Procurement Method and Disbursement Procurement Method a/ Procurement Method b/ Project Element ICB LCB Other N.A. Total (----------$(US Million).---------- Civil Works - - 51.9 - 51.9 Equipment 200.0 5.0 231.0 - 436.0 IBRD: (190.6) (4.0) - - (194.6) IFC: cl - - (68.0) - (68.0) Erection - - 17.9 - 17.9 Supervisory Services 6.4 - - - 6.4 IBRD: (5.4) d/ - - - (5.4) Consultants' Services - - 3.3 - 3.3 Administrative Expenses - - - 9.9 9.9 Land - - - 8.7 8.7 Total 206.4 5.0 304.1 9.9 534.1 IBRD: (196.0) (4.0) - - (200.0) IFC : - - (68.0) _ (68.0) a/ Amounts include taxes and duties (US$42.3 million), and figures in parenthesis are the respective amounts financed by the Bank and IFC loans. bt ICB: International Competitive Bidding. LCBs Local Competitive Bidding. Others Direct negotiations or other procedures acceptable to IBRD and IFC. N.A.: Not Applicable (Administrative Expenses) c/ IFC funds will not be used to finance the PGD plant. d/ Part of the equipment supply contract. 10 Schedule B Page 2 of 2 Disbursement: IBRD Loan: 2 of Amount of the Expenditures Category Loan Allocated to be Financed (US$ Million) (1) Equipment 186.3 1002 of foreign currency expenditures and 1002 of local expenditures (ex- factory costs) (2) Consultants' Services 3.7 1002 (3) Unallocated 10.0 Total 200.0 Estimated Disbursements Schedule: IBRD/IFC Fiscal Year 1992 1993 1994 1995 1996 1997 -------------------- (US$ million) ------------------- IBRD Loan: Annual 46.5 38.0 68.2 22.4 22.4 2.5 Cumulative 46.5 84.5 152.7 175.1 197.5 200.0 IFC Investment: Annual 17.2 19.2 19.3 6.9 5.4 - Cumulative 17.2 36.4 55.7 62.6 68.0 11 Schedule C INDIA PRIVATE POWER UTILITIES (BSES) PROJECT Timetable of Key Project Processing Events (a) Time taken to prepare : 2.5 years (b) Prepared by s BSES (c) First Bank mission : January 1989 (d) Appraisal mission departure : February 7, 1991 (e) Negotiations : May 6, 1991 (f) Planned date of effectiveness : August 31, 1991 (g) List of relevant PCRs: Loan No. Project PCR Date Ln. 1549-IN Third Trombay Thermal Power Project June 1986 -12- SCHEDULE D ___________ PACE 1 of 4 THE STATUS OF SANK GROUP OPERATIONS IN INDIA -------------------------------------------- A. STATEMENT OF BANK LOANS AND IDA CREDITS ------------------------------------------- (As of March 31, 1991) US$ Million (not of cancellations) Loan or Fiscal Year ---------------------------------------- Credit No. of Approval Purpose IBRO IDA 1/ Undisbureod 2/ 76 Loans/ 6186.2 - 162 Credits fully disbursed - 10586.2 1172-IN 1982 Korba Thermal Power II - 400.0 20.03 1177-IN 1982 Madhya Pradesh Major trrigation - 220.0 47.58 1178-IN 1982 West Bengal Social Forestry - 29.0 2.06 2078-IN 1982 Ramagundam Thermal Power II 280.0 - 9.61 1280-IN 1983 Gujarat Water Supply - 72.0 27.07 1319-IN 1983 Haryana Irrigation II 150.0 32.04 1332-IN 1983 U.P. Public Tubewells II - 101.0 2.07 1358-IN 1983 Upper Indravati Hydro Power - 170.0 40.77 2278-IN 1983 Upper Indravati Hydro Power 158.4 - 156.01 1369-IN 1983 Calcutta Urban Development III - 147.0 80.81 2283-IN 1983 Central Power Transmission 250.7 - 137.23 2295-IN 1983 Himalayan Watershed Management 31.2 - 10.18 1383-IN 1983 Maharashtra Water Utilization - 32.0 2.55 2329-IN 1983 Madhya Pradesh Urban 18.1 - e.63 1424-IN 1984 Rainfed Areas Watershed Oev. - 31.0 29.80 1426-IN 1984 Population III - 70.0 3.44 1432-IN 1984 Karnataka Social Forestry - 27.0 8.26 2387-IN 1984 Nhava Sheva Port 250.0 - 21.68 2393-IN 1984 Dudhichua Coal 109.0 - 20.95 2403-IN 1984 Cambay Basin Petroleum 213.C - 48.69 2415-IN 1984 Madhya Pradesh Fertilizer 184.6 - 19.78 1464-IN 1984 Tamil Nadu Water Supply - 36.5 21.72 SF-12-IN 1984 Tamil Nadu Water Supply - 36.5 39.87 SF-16-IN 1984 Perlyar Valgat II Irrigation - 17.6 12.76 1483-I14 1984 Upper Canga Irrigation - 125.0 93.72 1496-IN 1984 Gujarat Medium Irrigation - 172.0 88.54 2416-IN 1984 Indira Ssrovar Hydroelectric 17.4 - 12.S0 SF-20-IN 1984 Indira Sarovar Hydroelectric - 13.8 18.90 1613-IN 1985 Indira Sarovar Hydroelectric - 13.2 16.76 2417-IN 1984 Railways Electrification 279.2 - 29.11 2442-IN 1984 Farakka SI Thermal Power 300.8 - 124.27 2452-IN 1984 Fourth Trombay Thermal Power 136.4 - 11.61 1602-IN 1984 National Cooperative Development Corporation III - 220.0 113.70 1514-IN S985 Kerala Social Forestry - 31.8 17.13 1623-IN 1986 National Agrie. Extension I - 39.1 33.89 1544-IN 1986 Bombay Urban Development - 138.0 110.61 2497-IN 1985 Namarda (Guj arat) Dam and Power 200.0 - 200.00 1552-IN 1986 Narmada (Gujarnt) DOm and Power - 100.0 67.09 1658-IN 1986 Narmada (Ou arat) Canal - 150.0 99.50 1569-IN 198S Second National Agricultural Ext. - 49.0 34.70 1611-IN 1986 National Social Forestry 1-6.0 81.21 2498-IN 198S Iharia Coking Coal 67.7 - 5.28 2506-IN 1985 Maharashtra Petrochemicals 300.0 - 9.59 2634-IN 1985 Second National Highways 200.0 - 139.79 2644-IN 1985 Chandrapur Thermal Power 300.0 - 130.66 2665-IN 1986 Rihand Power Transmission 250.0 - 68.90 2682-IN 1985 Kerats Power 178.0 - 140.07 1619-IN 1986 West Bengal Minor Irrigation - 99.0 119.85 -1.3- SCHEDULE D PAQE 2 of 4 US2 Uillion (net of cancellations) Loin or Fiscal tear___________________ Credit No. of Approval Purpose IBRD IDA 1/ Undisbursed 2/ 1621-iN 9B Mahareahter Composite Irrigation - 180.0 186.43 122--IN to"6 Kersla Water Supply and Sanitation - 41.0 42.41 1028-IN 1986 West Bengal Populatlon - 51.0 25.81 181-IN s98" National Agrioultural Research IT - 72.1 88 .O 2629-IN 1966 Industetal Export Dev. Finance 90.0 - 18.58 2680-N 10986 ICICI-Indus. Exp. Dev. Flnance 160.0 - 42.43 1649-DN 1986 Oujorat Urban - 62.0 45.72 2660-IN 1986 Cemnt Industry 186.0 - 90.72 2661-IN 1986 ICICI - Cement Industry 85.0 - 25.10 16C6-IN 1986 Andhra Pradesh II Irrigation - 140.0 158.14 2682-1ZN 1986 Andhra Pradesh II Irrigatlon 131.0 - 131.00 2674-ZN 1986 Combined Cycle Power 485.0 - 41.07 2730-IN 1986 Cooperative Ferttlizer 118.3 - 25.89 1737-IN 1987 Bihar Tubewells - 68.0 88.78 2760-ZN 1087 Bombay Water Supply & Sewerage III 40.0 - 40.00 17S0-IN 1987 Bombay Water Supply & Sewerage III - 145.0 115.40 1754-ZN 1987 National Agric. Extension III - 86.0 71.78 1767-IN 19Q7 Cularat Rural Roads - 119.8 109.02 1770-ZN 1987 National Water Management - 114.0 100.07 2786-IN 1987 Oil India Petroleum 140.0 - 69.21 279B-ZN 187 Coil tining a quality Improvement 340.0 - 124.73 2813-IN 1987 Telecomuunlcations IX 198.0 - 35.44 2797-IN 1987 Uttar Pradesh Urban Development 20.0 - 20.00 1780-IN 198I Uttar Pradesh Urban Development - 130.0 99.62 2827-IN 1987 Karnataka Power 880.0 - 293.76 2644-IN 1087 National Capital Power 426.0 - 239.38 2845-N 1987 Talcher Thermal 375.0 - 330.83 2646-ZN 1987 Madras Water Supply 53.0 - 49.38 1822-IN 1987 Madras Water Supply - 16.0 1.98 2698-IN 1988 National Dairy II 200.0 - 200.00 1869-IN 1988 National Dairy II - 180.0 76.81 2904-IN 1988 Western Gas Development 283.2 - 35.78 2928-IN 1988 Indus. Fin. A Tech. Asst. 380.0 - 136.90 2935-IN 1988 Railway Modernization III 390.0 - 275.89 2988-IN 1988 Karnstaka Power Ir 260.0 - 233.75 2957-IN 1988 Uttar Pradesh Power 8S0.0 - 304.48 1923-IN 1988 Tamil Nadu Urban Dev. - 300.2 226.52 1981-IN 1988 Bombay A Madras Population - 57.0 18.82 2994-IN 1989 States Roads 170.0 - 170.00 1969-IN 1989 States Roads - 80.0 81.62 8024-IN 1989 Nathpa Jhakri Power 485.0 - 448.29 1952-IN 1989 National Seeds III - 160.0 103.66 8044-IN 1989 Petroleum Transport 840.0 - 306.00 2008-ZN 1989 Vocational Tralning - 250.0 223.34 8046-IN 1989 Vocational TraInIng 80.0 - 30.00 2010-IN 1989 Upper Krishna Irrigation II - 180.0 128.82 8050-ZN 1989 Upper Krishna Irrigation IS 166.0 - 185.00 3058-IN 1989 Export Devolopment 120.0 - 97.72 8059-IN 1989 ICICI - Export Development 175.0 - 148.52 2022-IN 1989 National Sericulture - 147.0 128.03 3066-IN 1989 Natlonal Soriculture 30.0 - 30.00 8095-IN 1989 Electronics Industry Dev. 8.0 - 7.60 8094-DN 1989 ICICI - Electronics Ind. Dev. 101.0 - 78.37 8095-IN 189 IDBI - Electronics Ind. Dev. 101.0 - 82.74 8096-IN 1989 Maharashtra Power 400.0 - 879.27 2067-IN 1989 Nat'l. Family Welfare Trng. - 113.3 98.09 8108-N 1969 Not'l. Family Welfare Trng. 11.3 - 11.30 8119-IN 1990 Industrial Technology Development 146.0 - 128.90 2064-IN 1990 Industrial Technology Development - 65.0 63.68 -14- SCHEDULE 0 PAGE 8 of 4 USS Million (net of cancellations) Loen or Flocal Year ---------------_----------_______________ Ceditt No. of Approval Purpose iSR IDA I/ Undisbursed 2/ 3144-IN 1990 Punjab Irrgatilon/Oralnag. 16.0 - 16.00 2070-SN 1990 Punjab Irrigation/Drainag - 150.0 146.99 2116-IN 1990 Hyderabad Water Supply - 79.9 80.70 3181-IN 160 Hydorabad Wator Supply 10.0 - 10.00 si9g-IN 1900 Cement Industry Restructuring 300.0 - 283.90 8175-ZN 1900 Watershed Development (HIIt)* 13.0 - 13.00 2100-ZN 10 0 Waershed Devolopmnt (Hills. - 75.0 76.79 8195-IN 1990 Technicitn Education I 25.0 - 25.00 2130-ZN 1990 Technician Educatton I - 236.0 229.68 3197-IN 1900 Watershed Development (Paln*) 7.0 - 7.00 2131-ZN 1990 Watershed Development (PlIn.) - 55.0 54.67 t199-ZN 1900 Population Training VIZ 10.0 - 10.00 21t8-ZN 1980 Populatlon Trailnng VII 6.7 65.868 2158-ZN 1990 Tamil Nadu Integrated Nutrition t - 95.8 9S.61 W327-ZN 1990 Northern Region Transmission 486.0 - 465.00 3239-ZN 1900 Privete Powr Jti titles I* 99.0 -98.00 3258-IN 1991 SCDS I (Orissa & Andhra Pradesh) 10.0 - 10.00 2173-ZN 1991 ICOS I (Orissa A Andhra Pradesh) - 96.0 94.63 3258-IN 1991 Petrochemicals 12.0 - 11.00 3259-ZN 1991 Petroche'cals 233.0 - 212.B3 326O0-N 1991 Emergeney Reconstruction 40.0 - 40.00 2179-ZN 1991 Emergency Reconstruction - 170.0 137.75 3300-ZN 191 Tamil Nadu Agricultural Development. 20.0 - 20.00 2216-ZN 1991 Tamit Nadu Agricultural Development* - 92.8 86.68 2228-IN 1991 Technicial Education* - 307.1 288.63 Total 17378.0 17561.1 12204.31 of which has been repald 2798.8 689.5 Total now outstanding 14S81.2 18891.6 Amount Sold 133.8 of which has been repaid 133.8 Total now held by Bank and IDA 8/ 14581.2 16891.6 Total undisbursed (excluding .) 7288.0 4388.2 1/ IDA Credit amounts for SOR-dnoaminated Credits are expressed In terms of their US dollar equivalents, as established at the time of Credit negotiations and as subsequently preosnted to the Board. 2/ Undisbursed amounts for SDR-denominated IDA Credits are derived from cumulative disbursements converted to their US dollar equivalents at the SOR/US dollar exchange rate In effect on March 31, 1991, while original principal Is based on the exchange rate In effect at negotlattons. This accounts for the fact that In some cases the undisbursed balance as shown In USS equivalent Is higher than the original principal. S/ Prior to exchange adjustment. e Not yet effective. SCHEDULE D PACE 4 OF 4 8. STATEUENT OF IFC INVESTMENTS (As of March 31, 1991) -----------_-.------------------- Amount (USS mlillon) Fiscal Year Company Losn Equlty Total 1969 Republic Forge Company Ltd. 1.60 - 1.60 1969 Kirloska Oil Engines Ltd. 0.86 - 0.865 1980 Assam Sillimanite Ltd. 1.36 - 1.3U 1981 K.S.B. Pumps Ltd. 0.21 - 0.21 1963-68 Precision Bearings India Ltd. 0.66 0.38 1.03 1984 Fort Closter Industries Ltd. 0.81 0.40 1.21 1964-75-79/90 Mahindra Ugine Steel Co. Ltd. 11.81 2.84 14.66 1984 Lakshmi Machine Works Ltd. 0.96 0.36 1.32 1987 Jayshree Chemicals Ltd. 1.05 0.10 1.16 1987 Indian Explosives Ltd. 8.80 2.86 11.48 1969-70 Zuari Agro-Chemicals Ltd. 16.16 3.78 18.91 1976-87 Escorts Limited 15.66 - 16.66 1978/91 Housing Development Finanee Corp. 104.00 2.10 108.10 1980/82/87/89 Deepak Fertilizer and Petrochemicals Corporatlon Ltd. 7.50 4.23 11.73 1981 Coromandel Fertilizers Llmited 16.88 - 16.88 1981-88-89 Tata Iron and Steel Company Ltd. 72.07 21.48 93.53 1981 Nagarjuna Coated Tubes Ltd. 1.60 - 1.60 1981-86/87 Nagarjuna Signode Limited 2.99 - 2.99 1981 Nagarjuna Steels Limited 2.88 0.78 3.88 1982 Ashok Leyland Limited 28.00 - 28.00 1982 The Bombay Dyeing and 0.00 Manufacturing Co. Ltd. 18.80 - 18.80 1982 Bharat Forge Company Ltd. 15.90 - 16.90 1982 The Indian Rayon Corp. Ltd. 14.67 - 14.67 1984-86 The Owalior Rayon Silk Manu- facturing (Weaving) Co. Ltd. 15.95 - 15.95 1986 Bihar Sponge 16.24 0.e8 16.92 1986/90/91 BaJaj Auto Ltd. 23.93 - 23.93 1986 Modi Cement 13.06 - 13.06 1986/90/91 India Lease Development Ltd. 8.60 0.78 9.28 1986 Larsen and Toubro Ltd. 18.69 - 18.89 1988 India Equlpment Leasing Ltd. 2.60 0.30 2.80 1988 Bajaj Tempo Limited 80.64 - 30.64 1986 The Great Eastern Shipping Company Ltd. 8.00 10.86 18.85 1987 Gujarat Narmada Valley FertIllzer 38.07 - 38.07 1987 Hero Honda Motors Ltd. 7.74 - 7.74 1987 Wimco Limited 4.70 - 4.70 1987-89-90 Titan Watches Limited 21.96 0.68 22.51 1987 Export-Import Bank of India 14.98 - 14.98 1987 Gujarat Fusion Class Ltd. 7.62 1.70 9.22 1987 The Gujarat Rural Housing 0.00 Finance Corp. 0.19 0.19 1987 Hindustan Motors Ltd. 38.31 - 38.31 1988 Invel Transmissions Ltd. 1.07 1.07 1989 WBI Advanced Technology 0.20 0.20 1989 Keltron Telephone Instruments, Ltd. - 0.40 0.40 1989 Gujarat State Fertilizer 29.42 - 29.42 1989 Ahmedabad Electricity Company, Ltd. 21.12 - 21.12 1990/91 Tate Electric 106.88 - 106.88 1990 J.M. Shar & Stock Brokers Private Ltd. - 0.39 0.39 1981/90 Mahindra J Mahindra Ltd. 25.00 6.38 31.38 1990 UCAL Fuel Systems Ltd. - 0.63 0.83 1990 Indust. Credit A Investment Corp. of India - 25.00 26.00 1991 VECAUS II - 2.62 2.62 1991 CESC Ltd. 20.74 - 20.74 1991 Herdilla Oxides and Eloctronics Ltd. - 0.29 0.29 1991 Infrastructure Leasing £ Financial Services 15.00 1.81 16.81 1991 Triveni Pool Intairdril Ltd. (TPIL) - 0.65 0.66 TOTAL GROSS COMMITMENTS 830.42 93.47 923.89 Less: Cancellation, Terminations, Repayments and Sales 407.16 21.86 429.01 Now Held 423.20 71.62 494.88 U=d=sburood 178.21 27.72 20=___ Undisburseci 178.21 27.72 205.93 = ~ ~ ~ ~~~~~= =__ ._____ ._____ ,_____ ._____ IBRD 2293 R ~~~~~~~~~~~~~~I N D I A I SECOND PRIVATE POWER UTILITIES PROJECT (BSES) YAW.M DMMAHAU THERMAL POWER STATION AND 196 o ASSOCIATED TRANSMISSION AND DISTRIBUTION DEVELOPMENT CO.tIRED F PROPOSED POWER STATION PDOWAR COATFIRED PROPOSED SUB STAJIONS . '- PROPOSED 220 kV TRANSMSSION UNES /., _l t- - BSES SUPPLY AREA I 0! A BEST SUPPLY AREA EXISTING TARAPUR POWER STATION ia EXISTING SUB STATION EXISTING 220 kV TARAPUR-BORIVU AND TARAPUR-GUWARAT TRANSMISSION UNES OF MSEB y\ >>- RIVERS 0 SELECTED TOWNS W440~~~~~~ 0 \ ~ a \ ..3$O GHO ~ ~ ~ ~~ZO APRIL 1991