Retrospective tariff revision barred where a power purchase agreement was validly executed under the existing renewable energy framework.

A voluntarily executed power purchase agreement under the renewable energy certificate framework could not be retrospectively rewritten by a later regulatory amendment unless the amendment clearly overrode pre-existing contracts, so the original fixed tariff was restored. Prior approval of the State Commission was not required because the applicable regulatory scheme contained no express mandate for such approval and the agreement did not conflict with the approved model framework. Allegations of coercion, duress, or unequal bargaining power failed because they lacked specific pleadings and supporting material; commercial sophistication and a negotiated arrangement were inconsistent with those claims.

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Issues: (i) whether the State Commission could reopen and revise the tariff terms of a power purchase agreement executed under the renewable energy certificate mechanism in the light of the amended regulatory framework; (ii) whether the power purchase agreement required prior approval of the State Commission; and (iii) whether the findings of coercion, duress, or unequal bargaining power were sustainable.

Issue (i): whether the State Commission could reopen and revise the tariff terms of a power purchase agreement executed under the renewable energy certificate mechanism in the light of the amended regulatory framework.

Analysis: The agreement was executed voluntarily within the then prevailing regulatory framework. The later amendment to the renewable energy certificate regulations was prospective and did not express an intention to alter already concluded contracts. Regulations of general application can affect existing contracts only where the later law clearly overrides them. The agreement here was not shown to be inconsistent with the governing regulations when executed, and the subsequent amendment could not be used to rewrite the bargain retrospectively.

Conclusion: The revision of the tariff was impermissible, and the challenge to the original fixed tariff succeeded.

Issue (ii): whether the power purchase agreement required prior approval of the State Commission.

Analysis: The regulatory scheme governing renewable purchase obligations did not contain a specific mandate requiring prior approval of such agreements. In the absence of an express regulatory requirement, and where the agreement did not conflict with the approved model framework, the absence of prior approval could not by itself invalidate the contract or justify reworking its terms.

Conclusion: Prior approval was not required on the facts of the case.

Issue (iii): whether the findings of coercion, duress, or unequal bargaining power were sustainable.

Analysis: A plea of coercion or duress requires specific pleadings and supporting material. The record disclosed only bare allegations, without the necessary factual particulars or proof. The parties were commercially sophisticated entities dealing under a negotiated arrangement, and the conclusions of coercion and unequal bargaining power were unsupported.

Conclusion: The findings of coercion, duress, and unequal bargaining power were unsustainable.

Final Conclusion: The concurrent orders below were set aside, and the tariff fixed under the original agreement was restored in law.

Ratio Decidendi: A voluntarily executed power purchase agreement governed by an existing regulatory regime cannot be retrospectively rewritten by a later amendment unless the amendment expressly overrides pre-existing contracts; allegations of coercion or duress must be specifically pleaded and proved.

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