1 2025:CGHC:10235-DB NAFR HIGH COURT OF CHHATTISGARH AT BILASPUR WPC No. 1131 of 2025 1 - M/s Karmic Energy Private Limited A Company Registered Under The Provisions Of The Companies Act, 1956 Through Its Director Ms. Radha Prakash W/o Late Shri Ved Prakash, Aged 64 Years, R/o 9015, Dlf Phase - Iv, Gurgaon 122002. 2 - Ms. Radha Prakash W/o Late Shri Ved Prakash Aged About 64 Years R/o 9015, Dlf, Phase - Iv, Gurgaon - 122002. ... Petitioner(s) versus 1 - State Of Chhattisgarh Through Secretary, Department Of Energy And Resources, Mantralaya Mahanadi Bhawan, Atal Nagar, Nava Raipur, District Raipur Chhattisgarh. 2 - Chhattisgarh State Power Distribution Company Limited Through Its Chairman, C.S. Power Companies Campus, Daganiya Raipur, District Raipur Chhattisgarh. 3 - Managing Director Chhattisgarh State Power Distribution Company Limited, Daganiya, Doongaji Colony Raipur, District Raipur Chhattisgarh. 4 - Executive Director (Ra And Pm) Chhattisgarh State Power Distribution Company Limited, Daganiya, Doongaji Colony Raipur, District Raipur Chhattisgarh. ... Respondent(s) For Petitioner(s) : Mr. Sourabh Sahu, Advocate along with Mr. Rajeev Shrivastava, Advocate For Respondent(s) : Mr. Prafull N. Bharat, Advocate General along with 2 Mr. Shashank Thakur, Dy. AG for the State Mr. Mayank Chandrakar, Advocate for the Res. No. 2 Hon'ble Shri Ramesh Sinha, Chief Justice Hon’ble Ravindra Kumar Agrawal, Judge Order on Board On 03.03.2025 Per Ramesh Sinha, Chief Justice 1. The present writ petition has been filed by the petitioner challenging the termination of power purchase agreement dated 11.04.2012 through the notice dated 26.08.2022 (Annexure-P/1) and claimed reinstatement of the said Power Purchase Agreement for further period of 20 years with the following relief:- “ 1. That, this Hon’ble Court may kindly be pleased to quash the termination notice dated 26.08.2022, bearing No. 02- 02/SE(PM)-I/ 1060 issued by the respondent No. 4. 2. That, this Hon’ble Court may kindly be pleased to a direct the Respondent authorities to reinstate the PPA for 20 years, on a rate which is given to another biomass and on the same terms and allow the Company to commission the biomass power plant within a reasonable period. 3. That, this Hon’ble Court may kindly be pleased to direct the respondent No. 4 to compensate the petitioners for operational loss suffered by them incurred due to the arbitrary termination of the PPA. 4. That, this Hon’ble Court may kindly be pleased to grant any other relief that this Hon’ble Court deems fit and proper in the facts and circumstances of the case.” 2. The subject matter in brief as reflected from the pleadings as well as documents of the writ petition are that the respondent No. 4 has entered in an agreement with the petitioner No. 1/ Company on 11.04.2012 whereby the Company agreed to generate electricity by installing 10 MW Biomass fuel 3 based power plant at Village- Chanadongari, near Sakri, Dist- Bilaspur and initial terms of the agreement was to be brought into commercial operation within three years which was further extended time to time. Since, the original director of the petitioner No. 1/ Company was having health issues and also due to Covid-19 pandemic, the Company invoked force majeure clause and requested for an extension of commercial operation and the same was extended up to 30.06.2021. 3. Since, the original director of the petitioner No. 1/ Company was deteriorating health issues who subsequently met with his unfortunate death, the Company went into a vulnerable position and in order to bring the Company back into its feet, the petitioner No. 2, who is the wife of the original director of the petitioner No. 1/ Company, assumed the charge of the director of the petitioner No. 1/ Company and taking responsibility of navigating the organization. After taking the charge of the petitioner No. 1/ Company, the petitioner No. 2, on 26.03.2022 sought further extension of time of nine months for completion of work but the Respondent No. 4 without considering the entire facts, unilaterally terminated the power purchase agreement by the impugned letter dated 26.08.2022 which is under challenge in the present petition. 4. Learned counsel for the petitioner would submit that the termination order dated 26.08.2022 was issued without adequate consideration of force majeure and the reasons for delay in completion of work were beyond the Company’s control. The petitioner No. 1/ Company repeatedly requested the respondents for reinstatement of the agreement and upon the repeated request, the respondent No. 4 constituted a committee for reviewing and re- negotiate the terms and conditions of power purchase agreement and despite having meetings on multiple dates, the issue could not be settled and the petitioner No. 1/ Company is still awaiting for final approval from the said committee for reinstatement of the power purchase agreement. He would 4 further submit that the delay in completing the work was due to Covid-19 Pendemic and severe health obligations of the original director and his subsequent death which are the force majeure conditions which can be taken into consideration by the committee for reinstatement of power purchase agreement. Without considering the force majeure clause, the unilateral action taken by the respondent No. 4 terminating the power purchase agreement is against the principles of natural justice. He would further submit that by the demise of original director of the Company and by the force majeure, the petitioner No. 1/ Company is facing final crisis also which compel the petitioner No. 2 to take charge of the Company and to bring back in its track and despite their various efforts, though the committee has been constituted but till date no decision has been taken by the Company even after various meetings. Therefore, the present petition has been filed for the aforesaid relief. 5. On the other hand, learned Advocate General appearing for the Respondent No. 1/ State on advance copy opposed the submissions made by learned counsel for the petitioner and has submitted that the petitioner No. 1/ Company has failed to achieve the commercial operation even after lapse of 83 months over and above initial agreed time of 36 months and further on 26/03/2022, the petitioner No. 1/ Company sought further extension of 09 months but has failed to submit performance bank guarantee which itself shows their failure in commitment and continuity in non-performances and therefore, the petitioner No. 1/ Company was not interested to remove the causes that led to issue the default notice even after lapse of three months of cure period. He would further submit that the petitioners have not filed the petition for direction to the committee to consider their case for revival of power purchase agreement or to take a decision at the earliest but have claimed the quashing of termination notice dated 26.08.2022 and reinstatement of power purchase agreement for 20 years which cannot be 5 granted in the present form of petition. He would further submit that on 22.01.2024, the petitioners have requested for renewal/ revokation of termination of power purchase agreement but immediately have not taken recourse to law and has filed the present petition after about 1 year and therefore, the petition also suffers from delay and latches and therefore, no relief can be granted to the petitioners in the present form of petition and their petition is liable to be dismissed. 6. We have heard learned counsel for the parties and perused the document annexed with the petition. 7. The petitioners have challenged the impugned notice dated 26.08.2022 (Annexure-P/1) by which the power purchase agreement dated 11/04/2012 has been terminated. On a pointed query being made to the learned counsel for the petitioners as to why after lapse of two years, the petitioners have filed the present petition and for the aforesaid query, he has stated that the husband of the petitioner has died and the petitioner has taken over the business as Director of the petitioner No. 1/ Company. She tried to manage the affairs of the Company and subsequently she filed the petition. On 22/01/2024 she made a request to the Respondent No. 4 to renewal of the agreement which was executed in favour of the petitioner No. 1/ Company and in pursuance thereof, a committee was constituted by the respondents on 05/12/2024 to consider grievances of the petitioners and since, the committee has also not taken any decision, she filed the petition. 8. It transpires from the impugned notice dated 26.08.2022 (Annexure-P/1) that twice, time was granted to the petitioners but till date they failed to comply with the terms and conditions of the agreement and purformance bank guarantee have also not been deposited which goes to show that the petitioners was not interested to continue with the conditions of the agreement, hence, we are not inclined to interfere in the matter. 6 Consequently, we do not find any ground to allow the petition and the same is hereby dismissed. However, the petitioners are at liberty to pursue their remedy which they have already availed. Sd/- Sd/- (Ravindra Kumar Agrawal) (Ramesh Sinha) Judge Chief Justice Sagrika SAGRIKA AGRAWAL Digitally signed by SAGRIKA AGRAWAL Date: 2025.03.10 10:14:09 +0530