Contractual change in law failed where the late payment surcharge benchmark remained available, and no substantial question of law arose.

A change in RBI lending methodology from PLR to Base Rate and MCLR did not amount to a contractual change in law under the power purchase agreements, because late payment surcharge remained tied to the continuing SBI prime lending rate benchmark and the contracts contemplated a substitute only if that benchmark became unavailable. The Court held that the appellant was effectively seeking rewriting of the contract, which was impermissible. It also held that an appeal under Section 125 of the Electricity Act, 2003 lies only on a substantial question of law, so concurrent factual findings by the regulatory commission and the appellate tribunal could not be reopened on reappraisal of evidence.

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Issues: Whether the change in the RBI lending rate methodology from PLR to Base Rate and then MCLR constituted a change in law under the power purchase agreements so as to alter the late payment surcharge payable, and whether any substantial question of law arose for interference under Section 125 of the Electricity Act, 2003.

Analysis: The contractual clause governing late payment surcharge fixed the liability at 2% above the SBI prime lending rate for one-year maturity, with a further stipulation that if that rate was unavailable the parties would mutually agree on a substitute. The change in RBI methodology concerned lending norms for banks and financial institutions and did not alter the contractual basis of late payment surcharge in the power purchase agreements. The SBI prime lending rate continued to be notified, so the contractual benchmark remained available. The Court also found that the issue did not affect tariff in the sense relevant to the change in law clauses, and that the appellant was asking for a rewriting of the contract. On the jurisdictional point, the Court held that an appeal under Section 125 lies only on a substantial question of law and that concurrent findings of the regulatory commission and the appellate tribunal could not be reopened on a factual reappraisal.

Conclusion: The RBI notifications did not constitute a change in law for purposes of the power purchase agreements, and no substantial question of law arose for interference under Section 125 of the Electricity Act, 2003.

Ratio Decidendi: A change in external banking methodology does not amount to a contractual change in law where the agreement fixes late payment surcharge by reference to a continuing contractual benchmark that remains available, and a second appeal under Section 125 of the Electricity Act, 2003 cannot reopen concurrent factual findings absent a substantial question of law.

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