JUDGMENT :

AUGUSTINE GEORGE MASIH, J.

1. These two appeals pertain to the following common questions of law:

(i) Whether deemed export benefits under Para 8.3 of Foreign Trade Policy 2009-2014 (hereinafter “FTP”) were legitimately available to the Appellants as of the bid cut-off date and would notifications by Directorate General of Foreign Trade (hereinafter, “DGFT”) amount to “Change in Law” under the Power Purchase Agreement dated 18.01.2010 (hereinafter, “PPA”);

(ii) Whether the Press Release of Cabinet Decision pertaining to change of threshold of so-deemed export benefits would constitute a “Change in Law” under the PPA; and

(iii) If so, whether Appellants are entitled to restitutionary relief in the form of compensation.

2. The Civil Appeal No. 8694 of 2017 as filed by the Nabha Power Limited (hereinafter, “NPL”) under Section 125 of the ELECTRICITY ACT , 2003 (hereinafter, “EA 2003”), arises from the Common Judgment dated 04.07.2017 (hereinafter, “Impugned Judgment”) in Appeal No. 47 of 2015 passed by the Appellate Tribunal for Electricity, New Delhi (hereinafter, “APTEL”) owing to rejection of the claim(s) moved by the NPL for relief under Article 13 of the PPA executed by it with the Punjab State Power Corporation Limited (hereinafter “PSPCL”), and primarily the challenge to the post-bid withdrawal of fiscal incentives which were allegedly available earlier under the FTP and their classification as a “Change in Law” event under the PPA.

3. Similarly, Civil Appeal No. 8739 of 2017, filed by the Talwandi Sabo Power Limited (hereinafter, “TSPL”) also arises from the same Impugned Judgment in Appeal No. 32 of 2015 by APTEL. Since both of the aforesaid appeals before the APTEL involved common issues, they were heard together. The prime grievance for both the Appellants therein was that the Punjab State Electricity Regulatory Commission at Chandigarh (hereinafter, “State Commission”) had, although vide separate orders, held them to be not eligible for the aforementioned benefits and liable to pass on the same to PSPCL, Respondent No. 01 herein.

4. Both, NPL and TSPL, are Special Purpose Vehicles (hereinafter, “SPVs”) which were formulated to develop the concerned power projects. This was done under Section 63 of the EA 2003 through Tariff-Based Competitive Bidding. PSPCL is one of the successors of the Punjab State Electricity Board (hereinafter, “PSEB”) and is a state-owned generating and distributing company in Punjab.

5. Since both these appeals arise out of the same Impugned Judgment with issues being common, the same are being dealt with together. We shall refer and adopt facts from the Civil Appeal No. 8694 of 2017 as preferred by NPL, treating it to be the main appeal.

6. The NPL was incorporated on 25.09.2007 by PSEB to develop a dual 700 Mega Watt coal thermal power project at Rajpura in Punjab (hereinafter, “Project”). While the PSEB was unbundled, 100 percent of the shares of the NPL were acquired by the Respondent No. 03, being L&T Power Development Limited (hereinafter, “L&T”) through the bidding process initiated on 10.06.2009, with final date of bid submission being 09.10.2009, and after an evaluation of the technical and financial bids by a committee chaired by the Principal Secretary, Department of Power, Government of Punjab. Thereby, NPL became a wholly owned subsidiary of L&T. Consequently, the PPA was executed between NPL and