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«TABLE OF CONTENTS DEFINITION, TECHNICAL GLOSSARY AND ABBREVIATIONS FORWARD-LOOKING STATEMENTS RISK FACTORS SUMMARY SUMMARY OPERATING AND FINANCIAL ...»

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TABLE OF CONTENTS

DEFINITION, TECHNICAL GLOSSARY AND ABBREVIATIONS

FORWARD-LOOKING STATEMENTS

RISK FACTORS

SUMMARY

SUMMARY OPERATING AND FINANCIAL DATA

THE OFFER

GENERAL INFORMATION

CAPITAL STRUCTURE OF THE COMPANY

OBJECTS OF THE OFFER

INDUSTRY OVERVIEW

OUR BUSINESS

OUR HISTORY AND CERTAIN CORPORATE MATTERS

SELECTED FINANCIAL DATA

MANAGEMENT DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITIONS..55

REGULATIONS AND POLICIES

OUR MANAGEMENT

OUR PROMOTERS AND GROUP COMPANIES

RELATED PARTY TRANSACTIONS

GOVERNMENT APPROVALS

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENT

DIVIDEND POLICY

FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND US GAAP..................171 TAX BENEFITS

OTHER REGULATORY DISCLOSURES

TERMS OF THE OFFER

OFFER STRUCTURE

OFFER PROCEDURE

BASIS FOR THE OFFER PRICE

STATUTORY AND OTHER INFORMATION

MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

DECLARATION BY THE COMPANY AND JAIPRAKASH ASSOCIATES LIMITED

DEFINITION, TECHNICAL GLOSSARY AND ABBREVIATIONS

Definitions

–  –  –

Offer Related Terms Terms Description “Promoters” or Jaiprakash Associates Limited, a company which was formed as a result of the “JAL” (erstwhile amalgamation of Jaiprakash Industries with JCL pursuant to a Scheme of amalgamation JIL/JCL) or JAL sanctioned by the Allahabad High Court vide its Order dated March 10, 2004 Allocation/Allotment Unless the context otherwise requires, transfer of Equity Shares from the Selling / Transfer Shareholder to the successful applicants

–  –  –

Bid Closing Date/ The date after which the members of the Syndicate will not accept any Bids for the Offer, Offer Closing date which shall be notified in a widely circulated English national newspaper and Hindi national newspaper and a regional newspaper.

Bid Opening Date/ The date on which the members of the Syndicate shall start accepting Bids for the Offer, Offer Opening Date which shall be the date notified in an English national newspaper and a Hindi national newspaper and a regional newspaper.

Bid-cum-Application The form in terms of which the bidder shall make an offer to purchase the equity Shares Form/ Bid Form of the company and which will be considered as the application for transfer of the equity shares in terms of this Draft Red Herring Prospectus

–  –  –

Board of Directors / The Board of Directors of Jaiprakash Hydro-Power Limited Board Book Building Book building route as provided under Chapter XI of the SEBI Guidelines, in terms of Process which the Offer is made

–  –  –

CAN/ Confirmation Means the note or advice or intimation of allocation of Equity Shares sent to the Bidders of Allocation Note who have been allocated equity shares in the Book Building Process Act/Companies Act The Companies Act, 1956, as amended from time to time

–  –  –

Depository A depository participant as defined under the Depositories Act Participant Designated Date The date on which funds are transferred from the escrow account (s) to the Offer for Sale account after the Prospectus is filed with the ROC, following which the allotment will be made to successful bidders Designated Stock The National Stock Exchange of India Limited Exchange Director(s) Director(s) of Jaiprakash Hydro-Power Limited unless otherwise specified

–  –  –

Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the Bidder will issue cheques or drafts in respect of the Bid Amount when submitting a Bid

–  –  –

Escrow Collection The banks in which the Escrow Account of the Company will be opened Bank(s) Face Value of Shares Rs.10 per equity share Head Office of the JA Annexe, 54 Basant Lok, Vasant Vihar, New Delhi - 110 057, India Company

–  –  –

Memorandum / The Memorandum of Association of Jaiprakash Hydro-Power Limited Memorandum of Association Net Offer to Public The Offer less the allocation to the Permanent Employees and Directors of the Company and JAL and shareholders of JAL and Jaypee Hotels Limited Non-Institutional All Bidders that are not Qualified Institutional Buyers or Retail Individual Bidders Bidders NRIs/ Non-Residents Non-Resident is a person resident outside India, as defined under FEMA and who is a citizen of India or a Person of Indian Origin under FEMA (Transfer or Offer of Security by a Person Resident Outside India) Regulations, 2000 Offer /Offer for Sale This Offer for Sale by the Selling Shareholder, JAL of 180,000,000 Equity Shares of Rs.10 each of JHPL at the Offer Price pursuant to this Draft Red Herring Prospectus Offer for Sale The Account opened pursuant to the Escrow Agreement for transfer of monies received Account in the Escrow Account Offer Management The team managing this Offer as set out in the section titled “General Information” on Team page 14 of this Draft Red Herring Prospectus

–  –  –





SEBI (DIP) SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI on January Guidelines 27, 2000, as amended, including instructions and clarifications issued by SEBI from time to time Selling Shareholder Jaiprakash Associates Limited Share Subscription The Agreement dated June 20, 2000 signed between ICICI Bank Limited and JHPL Agreement Shareholders and The Agreement dated July 10, 2000 between Jaiprakash Industries Limited (now JAL) Buyback Agreement and ICICI Bank Limited. The agreement, among other things, sets out the inter-se rights and obligations of the shareholders and also sets forth the understanding of all the shareholders with respect to the operation and management of the Company

–  –  –

Syndicate Agreement Agreement between the Syndicate, the Selling Shareholder and the Company Syndicate Members Intermediaries registered with SEBI and eligible to act as Underwriters. Syndicate Members are appointed by the BRLMs.

Underwriters The BRLMs, the LM and the Syndicate Members Underwriting The Agreement among the Syndicate, our Company and the Selling Shareholder to be Agreement entered into on the Pricing Date.

–  –  –

Incentive for Secondary Means the amount arrived at by multiplying per unit rate of secondary energy energy / Secondary calculated by dividing 10% return on equity with normative saleable secondary Energy Incentives energy amounting to 155 MU delivered at Interconnection Poin

–  –  –

Run of the River type of Run of the river type of hydro power projects typically divert water from its natural hydro power project course to run through a water conduction system (tunnel) which falls on the blades of the turbine to generate power.

–  –  –

We have included statements in this Draft Red Herring Prospectus which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments, the monetary and interest policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in the industry.

For further discussion of factors that could cause our actual results to differ, please refer to the section titled “Risk Factors” beginning on page xi of this Draft Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither the Company nor JAL nor the members of the Offer Management Team, nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the Company and the BRLMs will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges.

Use Of Market Data

Market data used throughout this Draft Red Herring Prospectus was obtained from internal Company reports and industry publications. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable, but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe market data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified. Similarly, internal company reports, while believed by us to be reliable, have not been verified by any independent sources.

x RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all of the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. If any of the following risks actually occur, our business, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your investment.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial

or other implication of any of the risks mentioned herein under:

Internal Risk Factors

1. The finalisation of tariff payable to us by HPSEB is subject to approval of the financial package by CEA and subsequent approval of tariff by the Himachal Pradesh Electricity Regulatory Commission (“Commission”).

The financial package so approved and tariff so finalised may adversely affect the Company’s profitability and liquidity The Government of India Guidelines dated January 12, 1995 prescribe a formula for determination of the tariff of a power plant. This formula, as contained under the PPA, stipulates reimbursement of various cost components in the form of tariff to the Company based on the capital cost of the project. This capital cost has to be first approved by the State Electricity Board, then by the relevant State Government followed by the CEA. Subsequently, the tariff is determined by State Electricity Regulatory Commission.

The cost and means of financing of Rs.16,120 million for the Power Project was appraised by the Lenders and the financial package of Rs. 16,201.50 million was submitted by the Company to HPSEB. The HPSEB and GoHP approved the capital cost of the Power Plant at Rs.15,500 million and submitted the same to the CEA for approval.

The Company is still awaiting the approval of the CEA for the financial package. On completion, the final cost of the project stands at Rs.16,247.20 million due to marginal increases in the civil cost and cost of transmission line works. This project completion cost however excludes liabilities on account of payment to SJVNL for Interconnection Facilities and implementation of CAT Plan together amounting to approximately Rs. 426.16 million.



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