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Annexure XIV Continued… - Edelweiss

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Availability and price of raw coal<br />

Under the Colliery Control Order of 1945 and the Essential Commodities Act, 1955, as amended, the price of<br />

raw coal in India was regulated by the Government of India. Beginning in March 1996, the Government of<br />

India gradually deregulated, in phases, the price of various types and grades of raw coal. The pricing of raw<br />

coal in India was completely deregulated pursuant to the Colliery Control Order, 2000, with effect from<br />

January 1, 2000, subsequent to which vendors, including Coal India, were entitled to determine the price of<br />

their raw coal. Our revenues depend on our ability to obtain raw coal, the price at which we acquire it and the<br />

price at which we are able to sell it. The price of raw coal in India has increased in recent years, but the price at<br />

which we acquire raw coal has increased at a faster rate than the price at which we are able to sell it, for<br />

various reasons. Any further increase in this differential due to, among other reasons, the supply of domestic<br />

and foreign raw coal, the demand for electricity and the price and availability of alternative fuels for electricity<br />

generation could adversely affect our revenues and our ability to generate cash flows.<br />

Availability, quality and price of fuel supply<br />

The ability to source quality fuel at desirable prices, in light of electricity tariffs, is one of the key components<br />

in the success of our power generation business. Our operational power project is fuelled by reprocessed coal<br />

rejects generated by our coal beneficiation facility located in Chakabura, and we expect that our projects under<br />

construction, implementation and development will use blended coal and raw coal. We have received domestic<br />

coal linkage for our Raigarh Power Project and have submitted applications in respect of our other six thermal<br />

power projects under construction, implementation or development. We also submitted an application for coal<br />

linkage, which has not yet been allocated, for our existing operational power plant at Chakabura. The approval<br />

and receipt of such linkages is subject to numerous regulations. We may also be unable to obtain adequate coal<br />

linkages to meet our fuel requirements or may not receive the amount of coal to which we are entitled under<br />

our coal linkages. If we are unable to obtain sufficient fuel through our coal beneficiation operations or coal<br />

linkages, we would be required to meet any deficits with coal rejects and/or coal purchased in the open market,<br />

which may cost more. The cost of coal rejects and coal that we source may also be affected by increased<br />

shipping costs and may adversely affect our business and results of operations. For further details of our fuel<br />

supply arrangements, please see the section titled "Our Business" on page 136 of this Draft Red Herring<br />

Prospectus.<br />

Acquisitions of Spectrum Coal and Global Coal<br />

In addition to organic expansion, we have grown by acquiring companies in our industry. In July and<br />

November 2008, we acquired a total of 27.00% of the outstanding shares of Spectrum Coal, which was<br />

majority-owned at the time by investment companies of our Promoters. On March 30, 2009, we acquired the<br />

remaining outstanding shares of Spectrum Coal, except for a de minimis number which were held by six<br />

shareholders of our Company in their personal capacities and which we acquired in June 2010. The<br />

consideration for the acquisitions in 2008 was ` 725.59 million, which we financed with our cash flows, and<br />

for the acquisition in March 2009 was ` 1,241.75 million, which we financed with an issuance of share capital<br />

of our Company. Spectrum Coal has two coal beneficiation plants, one in Orissa, and one in Chhattisgarh.<br />

Also, on September 4, 2009, we acquired a 35.61% equity interest in Global Coal. Global Coal has two coal<br />

beneficiation plants in Orissa and two in Andhra Pradesh.<br />

Investments in Spectrum Power and Maruti Clean Coal and Power Limited<br />

We acquired a combined direct and indirect equity interest of 34.93% in Spectrum Power in Fiscal 2007,<br />

Fiscal 2010 and Fiscal 2011. Also, in Fiscal 2011, we acquired convertible instruments through which we have<br />

the right to convert and own up to 45.00% of the shares, on a fully diluted basis, of Maruti Clean Coal and<br />

Power Limited. The financial statements of Spectrum Power have not been included in our restated<br />

consolidated financial information for the periods under review because Spectrum Power ceased to be an<br />

indirect subsidiary of our joint venture, Cellcap Securities Limited, BVI. For further details, please see<br />

<strong>Annexure</strong> III to our restated consolidated financial information included on page F-9 of this Draft Red Herring<br />

Prospectus.<br />

Both Spectrum Power and Maruti Clean Coal and Power Limited operate in the power generation business (the<br />

latter also operates in the coal beneficiation business). As a result, their net profits are significantly affected by<br />

factors similar to those described herein which affect us. In addition, both Spectrum Power and Maruti Clean<br />

Coal and Power Limited have expansion plans which may require us to make further investments to the extent<br />

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