Adani Green Energy Twenty Three Limited (AGE23L), vs Tamil Nadu Power Distribution Corporation Limited

WP No. 31544 of 2026
IN THE HIGH COURT OF JUDICATURE AT MADRAS
ORDERS RESERVED ON : 24-09-2026
ORDERS PRONOUNCED ON : 11-11-2026
CORAM
THE HON'BLE MR.JUSTICE D.BHARATHA CHAKRAVARTHY
WP No. 31544 of 2026
and WMP.Nos.34678, 34680 & 34681 of 2026
CNR: {HCMA011828822026}
Adani Green Energy Twenty Three Limited
(AGE23L),
having its registered office at
Adani Corporate House, Shantigram,
Near Vaishno Devi Circle,
S.G. Highway, Khodiyar, Daskroi,
Ahmedabad, Gujarat 382 421,
Represented by its Authorised Signatory
Mr. Sudhakar Subramanian
..Petitioner(s)
Vs.
1. Tamil Nadu Power Distribution Corporation
Limited (TNPDCL),
(formerly Tamil Nadu Generation and
Distribution Corporation Limited),
N.P.K.R.R. Maaligai, No. 144, Anna Salai,
Chennai 600 002,
Represented by its Chairman and Managing
Director.
2. Tamil Nadu Green Energy Corporation Limited
(TNGECL),
(formerly Tamil Nadu Generation and
Distribution Corporation Limited),
N.P.K.R.R. Maaligai, No. 144, Anna Salai,
Chennai 600 002,
represented by its Chief Engineer / Non-
Conventional Energy Sources.
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WP No. 31544 of 2026
3. Union of India,
represented by its Secretary to the Government,
Ministry of Power,
Shram Shakti Bhawan, Rafi Marg,
New Delhi 110 001.
4. PFC Consulting Limited,
represented by its Managing Director,
First Floor, Urjanidhi, 1, Barakhamba Lane,
Connaught Place, New Delhi 110 001.
5. Tamil Nadu Electricity Regulatory
Commission,
4th Floor, SIDCO Corporate Office Building,
Thiru Vi Ka Industrial Estate, Guindy,
Chennai 600 032, represented by its Secretary.
..Respondent(s)
PRAYER: Writ Petition is filed under Article 226 of the Constitution of India,
to issue a Writ of Certiorarified Mandamus, to call for the records of the first
respondent relating to the impugned letter dated 10.07.2026 bearing reference
No. Dir/Fin/CFC/Rev/FC/Cost/DFC/Cost2/AO/F.LPSC Claim/D.No.23 and
rd th
quashing it and consequently directing the 3 and 4 respondents to treat the
objection recorded therein as non est, to process the said four invoices on the
PRAAPTI Portal and to enforce the consequences prescribed by the Electricity
(Late Payment Surcharge and Related Matters) Rules, 2022 according to law
and pass such further or other orders.
For Petitioner(s): Mr.P.S.Raman, Senior Counsel
for Mr.Rahul Balaji
for Mr.P.Giridharan
For Respondent(s): Mr.Vijay Narayan, AG
for Mr.D.R.Arunkumar,
Standing Counsel
for RR1, 2 & 5
Mr.A.Kumara Guru, SPC for R3
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WP No. 31544 of 2026
ORDER
This Writ Petition is filed for a Certiorarified Mandamus,
challenging the impugned communication dated 10.07.2026,
issued by the first respondent – Tamil Nadu Power Distribution
Corporation Limited (hereinafter ‘TNPDCL'), and to quash the
same. It further seeks to direct the third respondent, viz., Union
of India, represented by its Secretary to the Government,
Ministry of Power, New Delhi, and the fourth respondent, viz.,
PFC Consulting Limited, represented by its Managing Director,
New Delhi, to treat the objection recorded therein as non-est, to
process the four invoices of the petitioner on the PRAAPTI
portal, and, in default, to enforce the consequences prescribed
by the Electricity(Late Payment Surcharge and Related Matters)
Rules, 2022, in accordance with law.
2. The petitioner's case is that it is a company
incorporated under the Companies Act, 2013, and, inter alia,
engaged in generating and supplying solar power. On
12.09.2014, the Tamil Nadu Electricity Regulatory Commission
(TNERC), by Tariff Order No. 4 of 2014, issued a Comprehensive
Tariff Order on Solar Power, fixing the tariff at Rs.7.01 per unit
for Solar PV projects and Rs.11.03 per unit for Solar Thermal
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WP No. 31544 of 2026
projects, without the accelerated depreciation (AD) benefit, as
provided in paragraph 10.2 of the Tariff Order. Paragraph
11.4.1 stipulated that the distribution licensee was required to
pay the bill in full within 60 days, failing which interest at the
rate of 1% per month would be payable for the delayed
payment. Paragraph 11.6 prescribed the control period.
3. In accordance with the aforementioned Comprehensive
Tariff Order, Energy Purchase Agreements (hereinafter referred
to as ‘EPAs’) were entered into between the Tamil Nadu
Generation and Distribution Corporation Limited (TANGEDCO)
and (1) Adani Green Energy (Tamil Nadu) Limited for 216 MW;
(2) Kamuthi Solar Power Limited for 216 MW; (3) Ramnad
Renewable Energy Limited for 72 MW; (4) Ramnad Solar Power
Limited for 72 MW; and (5) Kamuthi Renewable Energy Limited
for 72 MW.
4. The agreements were identical in tariff and payment
terms and other material conditions. On 24.01.2024, through
G.O. Nos.6 and 7 of the Energy (B2) Department, the Tamil
Nadu Electricity Restructuring and Transfer Scheme, 2024 was
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WP No. 31544 of 2026
effected, thereby reorganising TANGEDCO into Tamil Nadu
Power Distribution Corporation Limited (TNPDCL), Tamil Nadu
Green Energy Corporation Limited (TNGECL), etc. Accordingly,
the five EPAs were transferred to the new entities.
5. While so, on 19.03.2024, by an order in
C.A.(CAA)/48(AHM)2023 and C.P.(CAA)55(AHM)2023, the
Ahmedabad Bench of the National Company Law Tribunal
sanctioned a scheme of amalgamation, whereby a total of 16
companies, including the aforementioned five companies, stood
amalgamated into the petitioner. Thereafter, by an order dated
07.11.2024, the second respondent, viz., TNGECL, also formally
approved the transfer of EPAs to the petitioner. Meanwhile, one
of the amalgamated companies, namely, Kamuthi Energy
Renewable Limited (KREL), had approached the Tamil Nadu
Electricity Regulatory Commission (TNERC) by filing D.R.P.
No.19 of 2023, a dispute resolution proceeding under Section
86(1)(f) of the Electricity Act, 2003. A dispute was raised
regarding the appropriation of the amounts paid by the first
respondent – TNPDCL towards the said company.
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WP No. 31544 of 2026
6. By an order dated 17.02.2026, the TNERC directed that
the amount paid by the TNPDCL shall first be appropriated
towards the belated payment surcharge and thereafter towards
the oldest outstanding bill, and so on. By applying the said rule,
the petitioner, being the successor of the company, on
21.02.2026 made calculations and raised an invoice for a sum
of Rs.38,08,85,847/- as per the decision of the TNERC referred
above. Thereafter, on 27.02.2026, with reference to the other
four companies, four supplementary invoices were raised for
Rs.51,28,75,457/-, Rs.107,76,74,034/-, Rs.43,69,21,926/-, and
Rs.9,46,46,149/-, totalling Rs.212,21,17,566/-. The petitioner
uploaded the aforementioned four supplementary invoices on
the PRAAPTI portal on 03.03.2026. On 05.03.2026, TNPDCL
returned the said invoices.
7. While so, the TNGECL filed W.P.No.18028 of 2026
challenging the first invoice raised by the petitioner pursuant to
DRP No.19 of 2023, in respect of the amount due with
reference to the KREL, being a sum of Rs.38,08,85,847/-. By an
order dated 30.04.2026, an interim stay was granted. Based on
the same, the TNPDCL marked the above four invoices, raised
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WP No. 31544 of 2026
on 27.02.2026 in respect of the other four companies, as
disputed on the PRAAPTI portal. Thereafter, on 29.05.2026, this
Court dismissed W.P.No.18028 of 2026, with liberty to the first
respondent to approach the appellate authority. Even the Writ
Appeal No.1535 of 2026 filed by the first respondent was
dismissed, with time granted to the first respondent to
approach the APTEL as against the order in DRP No.19 of 2023,
and it was directed that no coercive steps be taken till the
APTEL takes up the matter. Meanwhile, on 02.06.2026, the
petitioner submitted detailed working sheets to the first
respondent, setting out the billing history, payment dates, and
late-payment surcharge calculations for all four invoices.
8. On 25.06.2026, the APTEL passed an interim order in
respect of the invoice for Rs.38,08,85,847/-, directing that no
coercive action be taken against the second respondent,
namely, TNGECL, subject to the condition that 50% of the
invoice amount be paid.
9. In compliance with the order of the APTEL dated
01.07.2026, 50% of the amount, being Rs.19,04,42,924/-, was
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WP No. 31544 of 2026
paid, subject to tax deduction at source. At this stage, on
10.07.2026, with reference to the other four invoices raised by
the petitioner, the impugned order was passed, stating that
there are no orders of Court or directions from the competent
authority and that no action should be taken through the
PRAAPTI portal. Aggrieved by the same, the present Writ
Petition is filed.
10. When the matter came up for admission, the learned
Standing Counsel appearing for the respective parties took
notice and, considering the plea made, the learned counsel
appearing on behalf of respondents 1 and 2 was directed to
obtain instructions and make their submissions. In response,
respondents 1 and 2 filed a detailed list of dates and events,
and the arguments on their behalf were led by the learned
Advocate General.
11. Mr.P.S.Raman, the learned Senior Counsel appearing
on behalf of the petitioner, would submit that even though the
entire claim is for the four amounts due, the four
supplementary invoices, totalling Rs.212,21,17,566/-, have to
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WP No. 31544 of 2026
be paid as ordered by the APTEL in the identical and connected
matter. At least 50% of the amount, i.e., Rs.106,10,58,783/-,
should be ordered to be paid in respect of these four invoices
also.
12. The learned Senior Counsel would submit that, in tune
with Clayton’s rule, the Electricity Rule (Late Payment
Surcharge and Related Matters Rules, 2022) provides, under
Rule 4, that all payments made by the distribution licensee to a
generating company or a trading licensee for power procured
from it shall first be adjusted towards the Late Payment
Surcharge (LPS), and, as per Rule 10, thereafter, the
adjustment shall be made from the oldest outstanding bill.
13. Admittedly, in these cases, respondents 1 and 2 and
their predecessors have been making belated payments.
Therefore, with reference to one of the five companies
amalgamated into the petitioner, viz., KREL, the TNERC was
approached. After considering the rule position and the legal
position prevailing even prior thereto, the TNERC passed the
order in DRP No. 19 of 2023. When the petitioner, within 10
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WP No. 31544 of 2026
days of the order, raised the above four supplementary
invoices with reference to the other companies, on 06.03.2026,
the payments were disputed on the ground that the first invoice
in respect of the aforementioned KREL is disputed. Thus, the
principle of law and the rule position applicable to all five
companies amalgamated into the petitioner belong to the same
period, follow the same methodology, and the EPAs were
verbatim similar. The respondents themselves have taken a
stand that these four supplementary invoices are similar to the
fifth one.
14. Under the said circumstances, when their challenge to
the invoice before this Court ultimately failed and they were
directed to approach the APTEL for relief, and upon the appeal
being filed, an interim order is granted on the condition to
release 50 % of the payment, the same should be followed in
the instant case also.
15. The learned Senior Counsel would rely upon the
Judgment of the Hon'ble Supreme Court of India in Faime Makers
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WP No. 31544 of 2026
Private Limited Vs. District Deputy Registrar, Co-operative Societies (3),
1
Mumbai and Others , particularly paragraphs 23 to 25 of the said
Judgment. Learned Senior Counsel contends that, for every
invoice, the parties should not be directed to approach the
TNERC. When, admittedly, the legal position and the applicable
Rules are the same, the parties should not be driven to
approach the Court repeatedly for the same relief. The legal
question answered against respondents 1 and 2 inter parties
would bind them with reference to the other invoices also.
Since the liabilities and rights have been amalgamated into the
petitioner, respondents 1 and 2 cannot even claim that it is
only in respect of KREL, as all the companies have been
amalgamated into the petitioner. Thus, for one of the
petitioner's invoices, TNERC has already decided the issue;
although APTEL entertained and ordered 50% payment, it was
ordered to be released, and respondents 1 and 2 should not be
permitted to dispute the entire bill on the PRAAPTI portal. The
detailed calculations showing how the payments were adjusted
were furnished, and respondents cannot dispute the same.
16. In reply thereto, Mr.Vijay Narayan , the learned
1
(2025) 5 SCC 772
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WP No. 31544 of 2026
Advocate General, relying on the list of dates submitted on
behalf of the respondents, would submit that the relevant rules,
viz., Electricity (Late Payment Surcharge and Related Matters)
Rules, 2022, came into force on 03.06.2022. The learned
Advocate General would point out that the TNERC order dated
17.02.2026 held that payments were first adjusted towards the
late payment surcharge and thereafter towards the pending
energy bills, starting with the longest overdue bill. It held that
Clause 6(b) permitted only simple interest, not compound
interest, and directed KREL to recalculate its claim and submit
a revised computation. Even thereafter, the respondent was
directed to verify and make payment within 30 days.
17. Even though the Writ Petition was filed on several
grounds, liberty was granted to the petitioner to pursue the
appellate remedy, and an appeal has since been filed before
the APTEL challenging the order dated 17.02.2026. In the
appeal, it is contended that several of the historical claims are
barred by limitation; that the 2022 Rules cannot be applied
retrospectively to amounts that had become due and were paid
before the Rules came into force; that the Rules do not
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WP No. 31544 of 2026
authorise unilateral reappropriation. He would submit that, in
respect of the other core companies, no Court order directs re-
appropriation.
18. The learned Advocate General would further submit
that settled accounts cannot be reopened by relying on the said
Rules. The payments had already been made, and the
companies had been granted time for reconciliation. They were
accepted and appropriated without any immediate claim
having been raised. It is further contended in the appeal that
the order passed by the TNERC would result in unjust
enrichment and ultimately impose an undue financial burden
on consumers. APTEL also entertained the appeal and granted
an interim order. Considering the circumstances in that
particular case, 50% was ordered to be paid as a condition. This
is not as if the Tribunals have finally held in favour of the
petitioner herein.
19. The learned Advocate General would contend that no
order has been passed in favour of the other four projects and
that the order dated 17.02.2026 passed by the TNERC is
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confined to the subject matter of the proceedings before it. The
claim petition filed by KREL seeks to reopen accounts spanning
a period of ten years. A sum of Rs.210.48 crores has been
shown as the principal amount claimed, whereas the total
payments made towards energy bills by all the entities amount
to approximately Rs.553 crores. The learned Advocate General
would further submit that, although reconciliation had been
offered at the relevant point in time, it was not undertaken. The
calculations are seriously disputed. It is contended that the
claims involve disputed accounting issues that have not been
adjudicated and do not constitute an enforceable public law
right warranting the exercise of this Court's writ jurisdiction on
the basis of the order passed by the TNERC. As per Clause 11 of
the EPAs read with Section 86 (1) (f) of the Electricity Act, 2003,
the TNERC is the forum for the petitioner to raise the disputes.
20. The learned Advocate General would submit that
Clayton’s Rule has no application, as the present case is
governed by sui generis Rules and the mode of payment
prescribed under the Tariff Order. The payments were made
under covering letters, which were duly accepted, and
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therefore, the payments ought to be appropriated in
accordance with the terms under which they were tendered
and accepted. There can be no question of accepting the
payments and thereafter reappropriating them, particularly
when the petitioner’s own books of accounts reflect the
payments as having been made accordingly. Clayton’s Rule is
only a rule of convenience and yields to a contrary intention or
to prevent injustice. There was bargaining for simple interest
under Clause 6(b), and LPS was paid and accepted on that
basis for over a decade, and now the whole accounting cannot
be upset. These are questions falling within the pure factual
realm and cannot be determined on the basis of a precedent
alone.
21. In support of his contentions, the learned Advocate
General would rely upon the Judgments of the Hon'ble Supreme
Court of India in Kerala State Electricity Board and Another Vs. Kurien
2
E.Kalathil and Others
, referring to paragraph Nos.10 and 11, and
contend that the dispute is factual and contractual in nature.
He would rely upon the Judgment of the Hon'ble Supreme Court
2
(2000) 6 SCC 293
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WP No. 31544 of 2026
of India in Joshi Technologies International Inc. Vs. Union of India and
3
Others , more specifically paragraph Nos.54 to 56 and 69 to 73,
to contend that in contractual matters, when disputed and
contractual facts are involved, a Writ Petition should not be
entertained by this Court. He would further rely upon the
Judgment of the Hon'ble Supreme Court of India in Gujarat Urja
4
Vikas Nigam Ltd., Vs. Essar Power Ltd. , more specifically paragraph
Nos.34 and 35, to contend that when the rules on which the
entitlement is based and Section 86 of the Electricity Act, 2003
provide a specific remedy, things have to be done in the
particular manner, and the petitioner cannot, by way of a
shortcut, approach this Court and pray for payment.

22. I have considered the rival submissions made on either
side and perused the material records of the case.
23. The claim is made with reference to the dispute arising
out of the supplementary invoices. Admittedly, with reference
to those supplementary invoices, the petitioner did not
3
(2015) 7 SCC 728
4
(2008) 4 SCC 755
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WP No. 31544 of 2026
approach the TNERC. As rightly contended by the learned
Advocate General, the petitioner has an efficacious alternate
remedy of approaching the TNERC, which is also functional as
on date, and therefore it will be very well open to the petitioner
to approach the TNERC in this regard. The only contention
made is that, for every invoice, the petitioner need not
approach the TNERC or the appropriate forum; when an issue
has been decided inter partes, the same has to be followed in
respect of the other bills also. While there can be no quarrel
over the legal proposition, in the instant case, first, the legal
position has not been settled. Even though the TNERC has ruled
in favour of the petitioner, the matter is pending in appeal; the
APTEL has entertained the appeal and has granted an interim
order. Therefore, when an interim order has been granted, this
Court cannot direct the payment of the said amount on the
basis of a settled legal position or that the matter has become
final inter partes .
24. When an interim order is granted, taking into account
the quantum, balance of convenience, etc., such interim orders
cannot be extrapolated as if they constitute a settled legal
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WP No. 31544 of 2026
position, and the TNPDCL or TNGECL cannot be directed to
follow the same with reference to the other invoices. Therefore,
until the issue attains finality, even with these invoices, it is for
the petitioner to approach the TNERC for the grant of
appropriate orders. Therefore, in this case, the principle as
argued by the learned Senior Counsel for the petitioner, that if
a question has been settled inter partes , cannot be factually
accepted, and the matter is pending in appeal for the first time
before the APTEL.
25. Secondly, apart from the legal questions, the factual
questions as to whether any communication accompanied the
payment, whether the question was accepted in reconciliation,
and whether the account should be treated as having
reconciled and closed were all factual matters which have to be
dealt with in respect of these claims of the petitioner also.
26. Thus, I am of the view that no direction can be given
by this Court to pay 50% of the amount, as per the directions of
the APTEL in the connected matter. Though it can be said that
it is inter partes, as the said KREL has also been amalgamated
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into the petitioner with all the rights and liabilities vested in the
petitioner, still, an interim order, granted after balancing the
rights of the parties and considering the balance of
convenience, etc., cannot be ipso facto extrapolated to the
connected claims, especially in the absence of a similar order of
the appropriate Tribunal or a direction of a Court of law.
27. In view of the foregoing, finding no merit, this Writ
Petition stands dismissed, with liberty to the petitioner to
approach the TNERC in respect of these four supplementary
invoices. No costs. Consequently, the connected miscellaneous
petitions are closed.
11.11.2026
Neutral Citation: Yes
Jer
To
1.The Chairman and Managing Director,
Tamil Nadu Power Distribution Corporation Limited (TNPDCL),
(formerly Tamil Nadu Generation and Distribution Corporation Limited),
N.P.K.R.R. Maaligai, No. 144, Anna Salai, Chennai 600 002.
2.The Chief Engineer / Non-Conventional Energy Sources,
Tamil Nadu Green Energy Corporation Limited (TNGECL),
(formerly Tamil Nadu Generation and Distribution Corporation Limited),
N.P.K.R.R. Maaligai, No. 144, Anna Salai, Chennai 600 002.
3.The Secretary,
Union of India,
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WP No. 31544 of 2026
Ministry of Power,
Shram Shakti Bhawan, Rafi Marg,
New Delhi 110 001.
4.The Secretary,
Tamil Nadu Electricity Regulatory Commission,
4th Floor, SIDCO Corporate Office Building,
Thiru Vi Ka Industrial Estate, Guindy,
Chennai 600 032.
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WP No. 31544 of 2026
D.BHARATHA CHAKRAVARTHY, J.
Jer
WP No. 31544 of 2026
11.11.2026
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