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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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A 400 KV double circuit transmission system from the Power Plant to the Interconnection Point has been provided for evacuation of power from the Power Plant. The approximately 55 km. long transmission line, taking off from outdoor potheadyard of the Power Plant house and going up to the 400 KV Jhakri potheadyard, comprises of 121 tower locations and negotiates 14 valley crossings. Steel latticed towers have been provided at the valley crossing between Kafnu and Nichar region, which is the longest span of this transmission system at 1,234 metres, This transmission line was tested and commissioned in the month of May 2003.

From the Interconnection Point, the following 400 KV D.C. transmission lines are utilized to evacuate the power

generated by the Power Plant:

• Jhakri to Nalagarh

• Jhakri to Abdullapur From Nalagarh and Abdullapur, the power flows into the neighbouring states, utilizing existing intra and inter state links at a voltage of 220 KV and above.

Environmental Aspects A key aspect of the construction phase of the Power Plant has been that the execution of the Power Plant has not resulted in the relocation of any person in the area. No families in the area have had to be rehabilitated, since the area submerged by the barrage is contained within the riverbanks and the Power Plant has not involved inundation of surrounding land. However, the Power Plant has resulted in forest-land measuring 23 hectares being diverted for the construction of the Power Plant.

We have already obtained the environment and forest clearance from Ministry of Environment & Forests (MoE&F) vide their letter no. J-12011/1/87-IA-1 dated May 24, 2000 on the condition that we will adopt certain precautionary measures for preventing environmental degradation. The MoE&F had raised certain concerns on the treatment of the catchment area and our environment management plan. We have submitted our environment management plan to the MOE&F and they have accepted the same. We are presently executing the environment management plan through the Forest Department of the GoHP.

We have made a provision of Rs. 181.00 million in the accounts for FY2004 for implementing the environment management plan and the catchment area treatment plan as well as for payments to the forest department of Himachal Pradesh for this purpose. Out of this provision, we have already paid out Rs. 40 million to the Forest Department. We estimate that the yearly expenses related to the environment management plan would not exceed Rs. 25.00 million per year for a further period of around six years.

–  –  –

The employee strength of 194 includes 29 engineers, 24 diploma holders/chartered accountants, four cost accountants, one company secretary, four post-graduates, 11 graduates, 16 Industrial Training Institute (ITI) certificate holders and 105 under graduates.

Training and Development

The necessary training for the operations and maintenance was initially imparted by the main equipment suppliers namely, Siemens, VA-Tech Hydro-Vevey, Alstom, BHEL, etc. Training is a continuous process and for this purpose the training needs at various level is identified and necessary training programme is organised. Training programmes are conducted in-house and personnel are also deputed for training programmes conducted by reputed institutes like National Thermal Power Corporation Limited (“NTPC”) - Power Management Institute, Noida; National Hydroelectric Power Corporation Limited (“NHPC”); Bharat Heavy Electricals Limited (“BHEL”); National Institute of Construction Management and Research (“NICMAR”), Council of Power Utilities, Indian Institute of Technology, Roorkee, National Safety Council, National Power Training Institute, Faridabad, etc. for training in specialised fields.

Insurance Arrangement

We have obtained an Industrial All Risk Insurance and Business Interruption policy from ICICI Lombard General Insurance Company Limited (60%), Oriental Insurance Company Limited (35%) and Bajaj Allianz General Insurance Company Limited (5%) for a period of one year, effective June 1, 2004. We have paid the required premium for this policy from the Trust & Retention Account.

The main features of this insurance policy are:

• Settlement on reinstatement value basis for total loss including claims in MBD.

• Under-insurance up to 15% is ignored

• Theft / Burglary is covered

• Multiple locations are covered under a single policy

• Transit risk inside the compound covered

• Terrorism risk cover

Details of various categories of risks covered and the sum insured under this insurance policy are as given below:

–  –  –

The compulsory exclusions to the insurance policy include:

• Material damage claims: 5% of the claim to minimum of Rs. 500,000 and maximum of Rs. 5.00 million

• Business interruption claims: three days gross profit subject to minimum of Rs. 500,000 and maximum of Rs. 5.00 million

Financial & Commercial Aspects

The initial envisaged capital cost of the Power Plant as per PPA signed with HPSEB was Rs 7,027.70 million, excluding escalation and interest, during construction. The Techno Economic Clearance accorded to the project by the CEA was at Rs. 9,492.30 million at the December 1993 price level including interest during construction but excluding escalation. The project cost has since undergone changes from time to time due to various reasons including deviations in quantities of civil work, extra items, restoration of damages due to unprecedented flash flood in July 2000, besides price escalation, exchange rate variations and interest during construction. We submitted a revised project cost of Rs.16,201.50 million along with revised commissioning schedule in May 2001. The lead lender (ICICI Bank Limited) had appraised the project completion cost at Rs. 16,120 million. The final completion cost accepted by the term lenders was Rs. 16,247.20 million. This project completion cost however excludes liabilities on account of payment to SJVNL for the Interconnection Facilities and implementation of CAT Plan together amounting to Rs.





426.16 million. HPSEB and GoHP, however, have approved the project completion cost at Rs. 15,500 million for the purposes of computation of tariff. The tariff to be paid to us will be approved by HPERC based on the project completion cost approved by HPSEB and GoHP after receipt of approval from the CEA. Pending receipt of AFP from CEA and determination of tariff by HPERC, HPSEB is making payment of the energy bills as per the directions of HPERC i.e. payment realised from sale of Baspa II power.

Sources of Financing The Power Project has been financed by equity capital and loans both in Rupees and foreign currency. The details of

financing of the completion cost of the Project is as under:

–  –  –

The final completion cost of the Power Project as appearing in our accounts for FY2004 is Rs. 16,673.16 million which included an amount of Rs. 874.70 million as balance project liabilities. The final completion cost of the Project as appearing in our accounts for the six months ended September 30, 2004 is same as above. The aforesaid balance project liabilities as on September 30, 2004 stand reduces to Rs. 311.20 million after payment of Rs. 563.50 million during the period from commissioning of the Project to September 30, 2004. The details of these liabilities are as as

under:

• Interest during construction, retention money and financial charges – Rs. 242.60 million The liabilities are on account of interest payable to banks and financial institution for the last interest period before commissiong, payment due to foreign suppliers and retention money. Out of total amount of Rs. 242.60 million, an amount of Rs. 77.40 million has already been paid as on September 30, 2004.

• Payment to SJVNL – Rs. 451.10 million As part of Power Evacuation System, JHPL has signed a separate agreement with SJVNL on May 8, 2003 for Interconnection Facilities. As per the agreed arrangement, JHPL is using two 400 KV incoming bays of SJVNL potheadyard at the Interconnection Facilities for evacuation of the entire power from the Power Plant. The modality of interconnection facilities and sharing of cost has been decided by the CEA. As per the decision communicated by the CEA vide its letter No: 201/14/2003-HPA -III/518 dated June 17, 2003, Rs. 628.68 million was payable to SJVNL. As on June 8, 2003, an amount of Rs. 177.60 million was paid and the balance Rs.

451.10 million was the outstanding liability. This amount has been paid in full as on September 30, 2004.

• Payment to Forest Department, GoHP – Rs.181.00 million The environment management plan and the CAT plan of the Power Project is being implemented by the Forest Department, GoHP on our behalf. The work is being executed on a “Deposit Work" basis. Rs.181.00 million was payable on account of afforestation work and other related activities as per the environment management plan and the CAT plan. Out of this amount, we have already paid an amount of Rs. 35.00 million as on September 30, 2004.

Commercial Aspects

After successful commissioning of each of the three units of the Power Plant with effect from May 24, 2003, May 29, 2003 and June 8, 2003 respectively, the Power Plant has come under commercial operation and power generated from the Power Plant is being fed to the northern region power grid. The tariff calculation has been done at a Primary Energy level of 1,213.18 MU, out of which 1,050 MU is the saleable energy. Incentives at an average annual rate of 7.24 % ROE on account of 155 MU of secondary energy, incentives at the rate of 2% ROE on account of machine availability and income tax holiday for the first ten years of commercial production have also been considered. The tariff has been worked out as Rs. 2.95 per unit (net of rebate) for the first year of commissioning (i.e. FY 2004).

Selling Arrangements

Power Purchase Agreement (PPA) was entered into between Jaiprakash Hydro-Power Limited (the Company) and HPSEB on June 4, 1997. Jaiprakash Industries Limited (JIL), in pursuance of a Memorandum of Understanding (MoU), entered into an Agreement dated October 1, 1992 (hereinafter referred to as “Baspa-II Agreement”) with the GoHP. In pursuance of the provisions of the MoU, a wholly owned subsidiary, namely, Jaiprakash Hydro-Power Limited was incorporated to Build, Own, Operate and maintain the Baspa-II Hydro-electric Power Project (“Power Plant”) and to undertake the obligations of JAL as envisaged in Baspa-II Agreement.

Salient features of the Power Purchase Agreement (PPA)

The salient features of the Power Purchase Agreement including it’s amendments dated July 1, 1998 are as under:

• The Agreement shall be effective upon execution and delivery by the Parties hereto and unless earlier terminated pursuant to provisions of this Agreement, shall have a term from the date hereof until forty (40) years after the COD of the project extendable for a further period of twenty years.

In case GoHP agrees to grant to the company further extension by 20 years in terms of Baspa-II Agreement, the HPSEB shall have the first right to continue purchasing power from this Project during this extended period(s) on the same terms and conditions.

• From and after the date of synchronization of the first unit of the project with the grid, the Company shall sell and the HPSEB shall purchase at the interconnection point at Jhakri, for the consideration as set forth in the agreement, 88% of the electrical energy delivered by the project. The balance 12% of the electrical energy shall be delivered by the Company to the HPSEB at the Interconnection Point, free of cost.

• The capital cost of the project shall include the following components:

- Basic cost of the project including civil works, electrical works, transmission and inventory and spares (Rs.7,027.70 million)

- Escalation on the unspent amount of the basic cost @ 6% p.a. if in any year the Weighted Price Index (WPI) exceeds 8% p.a., additional escalation for that year shall be allowed at a rate by which the escalation for that year exceeds 8% p.a.

- Interest during construction and financial charges.

- Any change in cost on account of any law, extension of scheduled commercial operation date due to force majeure events.

- The margin money for working capital is not included in the capital expenditure. Foreign Exchange Component shall not exceed 33% of the project cost. If the foreign component is more than 33%, HPSEB’s liability to bear the foreign exchange fluctuation shall be limited to 33% of the total capital cost.

- Capital cost in respect of each unit shall be equal to one-third of the capital cost of the project, as worked out up to the scheduled COD of the project on the basis of the Approved Financial Package.

• If the Power Plant has achieved the normative availability level in a tariff year /period, but the actual energy generation falls short of the Design Energy for reasons solely attributable to hydrology, the energy charges for generating up to design energy shall be payable for that period during the first seven years of operation. In case the reduced generation during a tariff year /period is due to other reasons beyond our control and result in water spillage, the energy loss on account of such spillage shall be considered as deemed generation. The payments on account of deemed generation shall not exceed the design energy payments.

• The Design Energy for the Power Plant will be equal to the quantum of energy which would be generated in a 90% dependable year (1981-82) with 95% availability of Installed Capacity of the Power Plant which has been estimated at 1,213.18 MU.

• The Tariff for 88% of the energy generated by the Power Plant and delivered to the HPSEB will comprise of four parts namely –

- Capacity Charges

- Primary Energy Charges

- Incentive for Secondary Energy

- Incentive in case the Plant availability level as determined, is greater than 90%.



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