Uttar Pradesh Electricity Reform (Transfer Of Sldc And Related Activities Including The Assets, Liabilities, Personnel And Related Proceedings) Scheme, 2023

[24th May 2023]

IN exercise of the powers conferred under sub-section (4) of section 131 of the Electricity Act, 2003 (Act no. 36 of 2003) read with sub-section (4) of section 23 of the Uttar Pradesh Electricity Reforms Act, 1999 (U.P. Act no. 24 of 1999), the Governor is pleased to make the following Scheme for the purpose of transfer of State Load Dispatch Centre (SLDC) activities including the assets, liabilities, personnel and related proceedings from the Uttar Pradesh Power Transmission Corporation Limited/Uttar Pradesh Power Corporation Limited, as the case may be, to the Uttar Pradesh State Load Dispatch Centre Limited (UPSLDC), and for determining the terms and conditions on which such transfer shall take effect :

Scheme - 1. Short title and extent

(1)     This Scheme shall be called the Uttar Pradesh Electricity Reform (Transfer of SLDC and Related Activities including the Assets, Liabilities, Personnel and Related Proceedings) Scheme, 2023.

(2)     This Scheme shall be applicable to the Assets, Liabilities, Personnel and Related Proceedings of Uttar Pradesh Power Transmission Corporation Limited/Uttar Pradesh Power Corporation Limited (As the case may be).

Scheme - 2. Definitions

(1)     In this Scheme unless the context otherwise requires:-

(a)      "Assets" includes, State Load Dispatch Center, land, buildings, servers, computers & peripherals, telecommunication systems, stores, furniture, fixtures, vehicles, residential quarters and guest houses and amenities and installations pertaining thereto and other movable and immovable assets, cash in hand, cash at bank, investments, book debts, corporeal or incorporeal, tangible and intangible assets, benefits, licenses, consents, authorities, registrations, liberties, patents, trademarks, privileges, advantage, benefits and approvals, contracts, deeds, schemes, bonds and interest of whatever nature;

(b)      "Central Act" means The Electricity Act, 2003;

(c)      "Commission" means the commission defined under the Uttar Pradesh Electricity Reforms Act, 1999 (U P. Act No. 24 of 1999) and also referred to in Section 82 of the Central Act;

(d)      "Date of Transfer" means the date of notification of Transfer Scheme by the State Government;

(e)      "Effective Date" means the date of incorporation of U P SLDC Limited, i.e. 22.08.2022.

(f)       "Liabilities" include all liabilities, debts, duties, obligations and other outgoing including contingent liabilities, statutory liabilities and Government levies of whatever nature;

(g)      "Personnel" means Officers & Employees including Workmen, Trainees of the Transferor, by whatever name called and also includes Officers & Employees on deputation, from the transferor to other organizations or institutions.

(h)     "Proceeding" includes all proceedings of whatever nature, suits, appeals, complaints, petitions, applications, conciliatory, arbitration whether civil or criminal or otherwise;

(i)       "Schedule" means Schedule appended to this Transfer Scheme;

(j)       "SLDC undertaking" means the undertaking related to the activities of State Load Dispatch Centre presently being undertaken by transferor and acts incidental and ancillary thereto;

(k)      "State" means the State of Uttar Pradesh;

(l)       "State Act" means the Uttar Pradesh Electricity Reforms Act, 1999 as amended from time to time;

(m)    "State Government" means the Government of Uttar Pradesh;

(n)     "Transferor" means the U.P. Power Transmission Corporation Limited controlled by the State Government;

(o)      "Transferee" means the U P SLDC Limited, a Government Company incorporated under the Companies Act, 2013;

(p)      "Undertaking" means the business unit with functions and activities, assets, liabilities, personnel & proceedings related thereto.

(2)     Words and expressions used in this Scheme but not specifically defined in this Scheme shall have the same meaning as assigned to them in the Central Act or the State Act.

Scheme - 3. Transfer of SLDC undertaking

(1)     Subject to the terms and conditions contained in this Scheme, the SLDC undertaking as set out in Schedule shall stand transferred to and vest with the Transferee on and from the date of the transfer notified for the purpose without any further act, deed or thing to be done by any person including the State Government, the Transferor or the Transferee.

(2)     The assets and liabilities of the SLDC undertaking transferred from the Transferor to the Transferee as specified in the Schedule-1 as on Effective Date of transfer, provided under clause 2(1)(a) and 2(1)(f) and shall be adjusted to reflect the actual value on finalization and audit of accounts of the Transferor.

(3)     On such transfer and vesting of the SLDC undertaking in terms of this Scheme, the Transferee shall be responsible for all contracts, rights, deeds, schemes, arrangement, agreements and other instruments of whatever nature relating to the SLDC Undertaking transferred to the Transferee to which the Transferor was a party, subsisting or having effect on the date of the transfer in the same manner as the Transferor was liable immediately before the date of the transfer and the same shall be in force and effect against or in favour of the Transferee and may be enforced effectively as if the Transferee had been a party thereto instead of the Transferor.

(4)     The rights in the assets or undertaking transferred to the Transferee shall be subject to the restrictions and limitation specified in this scheme.

(5)     If the assets classified as a part of the SLDC undertaking are subject to any charge, lien, encumbrance or other arrangement in favour of third parties for any financial assistance or obligation taken or assumed by the Transferor hereinafter referred to as "Security" and the liabilities in respect thereof are to be discharged either wholly or partly by the Transferor, the Transferor shall indemnify the Transferee from all claims arising out of the enforcement of such security.

(6)     The transfer of the SLDC undertaking from the Transferor to the Transferee under this Scheme shall be a de-merger of the Transferor within the meaning of Section 2 (19AA) of the Income Tax Act, 1961 and subject to sub-clause (3) above, the opening Balance sheet of the Transferee as on the date of the transfer shall be as per Schedule-1 of this scheme.

(7)     The transfer and vesting of the SLDC undertaking in terms of this Scheme shall take effect on the date of the transfer notified for the purpose under clause 2(1)(d), notwithstanding that the opening balance-sheet of the Transferee is subject to finalization of accounts of the Transferor as on Effective Date and adjustment of the actual values and audit thereof.

Scheme - 4. Rights and obligations of third parties restricted

Upon the transfer being effected in accordance with the provisions of the Act and this scheme, the rights and obligations of all persons (third parties) in regard to the SLDC undertaking transferred to the Transferee as per this scheme shall be restricted to the Transferee and notwithstanding anything to the contrary contained in any deed, documents, instruments, agreements or arrangements which such person has with the Transferor, he shall not claim any right or interest against the State Government, the Transferor or any person other than the Transferee.

Scheme - 5. Pending suits and proceedings

(1)     All proceedings of whatever nature by or against the Transferor pending on the date of the transfer relating to the SLDC undertaking shall not abate or discontinue or otherwise in any way prejudicial be affected by reason of this scheme and the proceedings may be continued, prosecuted and enforced by or against the Transferee.

(2)     The proceedings referred to in sub-clause (1) above may be continued in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor if the transfers specified in this scheme had not been made.

Scheme - 6. Transfer provisional

(1)     The transfer of undertaking under this scheme shall be provisional.

(2)     The final Transfer Scheme shall be issued within one year from the date of issuance of this Transfer Scheme or the any other period decided by Government of Uttar Pradesh. Further while finalising the Transfer Scheme, Government of Uttar Pradesh may amend, vary, modify, add, delete or otherwise change terms and conditions of the transfer in such manner and on such terms and conditions as Government of Uttar Pradesh may consider appropriate.

(3)     On issue of such Transfer Scheme so finalised, the transfer of undertaking, properties, interests, rights, liabilities and proceedings made in accordance with the scheme shall become final.

Scheme - 7. Obligations of the Transferee

(1)     The Transferee shall be responsible to duly discharge the State Load Despatch Centre obligations of the Transferor as specified under section 32 of the Electricity Act, 2003 in the same manner as the Transferor was bound to immediately before the date of the transfer.

(2)     The Transferee shall undertake the SLDC activities in the State under the regulatory control of the Commission as per the provisions of the Central Act and State Act.

Scheme - 8. Transfer of Personnel

(1)     The transfer of Personnel shall be subject to the terms and conditions contained in Section 133 and other applicable provisions of the Central Act.

(2)     (a) The Non-Common Cadre personnel working in SLDC on Date of Transfer shall stand provisionally transferred to the transferee on the same term and conditions as would have been applicable immediately prior to transfer. The above Non- Common Cadre personnel of UPPTCL will remain the employees of UPPTCL and can be transferred to/ from U P SLDC Limited.

(b) The Common Cadre personnel of UPPTCL/UPPCL working in SLDC on the Date of Transfer shall stand provisionally transferred to the Transferee on the same terms & conditions as would have been applicable immediately prior to Transfer. These Common Cadre personnel will remain the employees of UPPCL and can be transferred to/from UPPCL/UPPTCL/ U P SLDC Limited.

(3)     On such transfer and subject to the provisions of the Act and other provisions of this Scheme, the personnel shall form a part of the Transferee,but their rank, scale of pay and inter-se seniority as existing in the UPPTCL/UPPCL (as the case may be) for Common Cadre/ Non-Common Cadre, on the date of transfer (Transfer Date) shall be maintained and the retirement benefits and other facilities shall in no way be less favourable than the one existing in the UPPTCL/UPPCL(as the case may be), or inferior to those applicable to them immediately before the Date of Transfer.

(4)     The transfer of the personnel shall be subject to the following conditions, namely:-

(a)      That the personnel shall be governed by the applicable Rules and Regulations existing as on the Date of Transfer till the same is varied or revised in accordance with law by the appropriate authority;

(b)      The terms and conditions of the services applicable to the personnel on transfer shall not in any way be less favourable than or inferior to those applicable to them immediately before the Date of Transfer. Accordingly, the salary, allowances and other pecuniary benefits including terminal benefits applicable on the Date of Transfer shall be protected.

(c)      All such personnel shall have continuity of service in all respects;

(d)      All benefits of service accrued before the Date of Transfer shall be fully recognized and protected and taken into account for all purposes including for payment of any and all terminal benefits of such Personnel;

(e)      The transfer of Personnel shall be further subject to the orders that may be passed by the Courts in the proceedings pending as on the Date of Transfer in regard to their seniority or other matters concerning the service conditions of such personnel;

(f)       Any proceedings including disciplinary proceedings pending against any Personnel as on the Date of Transfer or which may be initiated in relation to misconduct, lapses or acts of commission or omission committed before the Date of Transfer shall not abate by reason of transfer of such Personnel and the same may be continued by the Transferee as if the same had been initiated by Transferee; and

(g)      The outstanding claims of employees shall not be extinguished because of this Transfer Scheme.

(5)     Where UPPTCL/UPPCL(as the case may be), has established a provident fund or any other fund, for the benefit of the Personnel employed by it, the accumulated amount relatable to the Personnel whose services are transferred, by or under this Scheme to Transferee standing as on Date of Transfer to the credit of such fund shall on the date of vesting of the Undertakings in Transferee, continue as before until such time that an alternate mechanism is developed as acceptable to the Personnel of Transferee and the same is implemented.

(6)     The sanctioned post of SLDC (Schedule -2) is hereby transferred to U P SLDC Limited.

Scheme - 9. Miscellaneous

(1)     The transfers under this scheme shall operate and be effective on the date of transfer notified for the purpose under clause 2(1)(d) as a statutory transfer and without any further act, deed or thing to be done by the State Government, the Transferor, the Transferee or any other person.

(2)     If any doubt, dispute, difference or issue shall arise in regard to the transfers under this scheme, subject to the provisions of the Central Act, the decision of the State Government thereon shall be final and binding on all parties.

(3)     The State Government may, by order published in the Official Gazette, make such provisions, not inconsistent with the provisions of the Act as may appear to be necessary for removing the difficulties arising in implementing the transfers under this scheme.

SCHEDULE-1

Note :-

(1)     Assets of the State Load Despatch Centre at Lucknow and its Area/Regional Load Despatch Centres, like Plant & Machinery, Furniture & Fixtures, Computer & Peripherals, Software, other Assets are transferred on as is where is basis to U P SLDC Limited at book value.

(2)     Land and Buildings being in possession & used by SLDC & Area/Regional Load Despatch Centre are given on lease basis at token rent of Re.1 (Rupee One Only) per annum to U P SLDC Ltd.

(3)     An amount of rupees one lakh has been sanctioned by the Government towards initial Equity Capital which is yet to be received by UPSLDC Limited.

(4)     Other Non-Current Liabilities is the balancing figure which represents the consideration amount payable to UPPTCL against transfer of Assets.

SCHEDULE-2