«TABLE OF CONTENTS DEFINITION, TECHNICAL GLOSSARY AND ABBREVIATIONS FORWARD-LOOKING STATEMENTS RISK FACTORS SUMMARY SUMMARY OPERATING AND FINANCIAL ...»
provide for individual accountability of each. The main features of the Electricity Act include the following:
• de-licensing generation, making captive-generation freely permissible, but hydro projects require approval of the State Government and clearance of the CEA for the projects with capital expenditure exceeding limits proposed by the Central Government, which would go into the issues of dam safety and optimal utilisation of water resources;
• establishment of Transmission Utility at the Central as well as State level, which would be a Government company and would have responsibility of ensuring that the transmission network is being developed in a planned and coordinated manner to meet the requirements of the sector;
• providing open access for transmission, distribution and trading;
• specifying technical standards, grid standards and safety requirements;
• introducing power trading as a distinct activity from power generation, transmission and distribution;
• prescribing the functions and duties of CEA, which was constituted under the Electricity (Supply) Act, 1948 and continuing under the Electricity Act;
• prescribing the respective functions of the Central and State Regulatory Commissions, which were constituted under the Electricity Regulatory Commission Act, 1998 and continuing under the Electricity Act;
• formulating of National Electricity Policy;
• formulating of National Tariff Policy;
• provides for restructuring of the State Electricity Boards; and
• conferring power of determination of the tariff with the Central and State Regulatory Commissions.
Hydro Projects The Electricity Act makes specific provision for hydro projects inasmuch as the generating company intending to set up a hydro project station, must submit to the CEA, a scheme estimated to involve a capital expenditure exceeding such sum as may be fixed by the Central Government. The CEA, before concurring to the scheme, will have to consider various factors including irrigation, navigation, flood-control, whether the proposed river-works will prejudice the prospects for the best ultimate development of the river or its tributaries for power generation, or other public purposes. The CEA will also take into consideration whether the proposed scheme meets the norms regarding dams and safety.
Central Electricity Authority (CEA)
The Electricity Act provides the CEA established under the Electric (Supply) Act, 1948, shall be the CEA for the purposes of the Electricity Act as well. The functions of the CEA includes advising the Central Government on matters relating to national electricity policy, formulate short-term and perspective development plans for development of electricity system; specify the technical standards for construction of electrical plants, electric lines and connectivity to the grid and maintenance of electrical plants and electric lines; and specify the Grid Standards for operation and maintenance of transmission lines.
Himachal Pradesh Electricity Regulatory Commission
The Himachal Pradesh Electricity Regulatory Commission (HPERC) was constituted under the Electricity Regulatory Commission Act, 1988 and continues to exist under the Electricity Act in the State of Himachal Pradesh. This Commission, inter alia, determines the tariff for generation, supply, transmission and wheeling of electricity within the State of Himachal Pradesh; regulates electricity purchase and procurement; and facilitates intra-State transmission and wheeling of electricity.
State Electricity Board
The Electricity Act, inter alia, contemplates a re- of the State Electricity Board by a transfer scheme pursuant to which all the property, interest, rights and liabilities belonging to the State Electricity Board would vest in the State Government. Such property, interest, rights and liabilities would then be re-vested by the State Government in a Government Company or other companies as envisaged in the transfer scheme. However, Himachal Pradesh, the transfer scheme has not yet been published, and hence the State Electricity Board is still functioning.
Three major statutes, which seek to regulate and protect the environment against pollution related activities in India, are the Water (Prevention and Control of Pollution) Act, 1974 (“Water Pollution Act”), the Air (Prevention and Control of Pollution) Act, 1981 (“Air Pollution Act”) and the Environment Protection Act, 1986 (“Environment Act”). These Acts apply to hydro projects.
The Water Pollution Act was enacted with an aim to prevent and control water pollution and to maintain or restore wholesomeness of water. This Act constitutes a Central Pollution Control Board and State Pollution Control Board.
One of the main functions of the Central Board is to promote the cleanliness of streams and wells in different areas of the States. This Act debars any person, from establishing any industry, operation or process or any treatment and disposal system, which is likely to discharge sewage or trade effluent into a stream or well or sewer without taking prior consent of the State Pollution Control Board.
The Air Pollution Act was enacted to prevent, control and abate air pollution. The Central and State Boards constituted under the Water Pollution Act has been assigned to perform the functions under the Air Pollution Act as well. This Act, inter alia, stipulates that no person shall, without the prior consent of the State Board, establish or operate any industrial plant in an air pollution control area.
The Environment Act has been enacted to protect and improve the environment. This Act empowers the Central Government to make rules for various purposes including prescribing the standards of quality of air, water or soil for various areas and purposes and prescribing the maximum allowable limits of concentration of various environmental pollutants for different areas.
The Forest (Conservation) Act, 1980 has been enacted for the conservation of forests, and inter alia, stipulates that no State Government shall make, except with the approval of the Central Government, any order directing that any forest land may be assigned by way of lease or otherwise to any private person or corporation not owned or controlled by the Government.
In India the issue of management, storage and disposal of hazardous waste is regulated by the Hazardous Waste Management Rules, 1989 made under the Environment Protection Act. Under these rules, the Prevention and Control of Pollution Boards are empowered to grant authorization for collection, treatment, storage and disposal of hazardous waste, either to the occupier or the operator of the facility.
The Ministry of Environment and Forests conducts Environment Impact Assessment (EIA). The Ministry receives proposals for expansion, modernization and setting up of projects and the impact which such projects would have on the environment is assessed by the Ministry before granting clearances for the proposed projects.
Section 80-IA of the Income Tax Act, 1961 inter alia provides that while computing the total income of an undertaking set up for generation of power, 100% deduction of the profit and gains is allowed. This deduction is allowed during any 10 consecutive years in a block of first 15 years.
Section 10 (23G) of Income Tax Act, 1961, inter alia, provides that while computing the total income of the previous year, any income by way of dividend (other than dividends referred to in section 115-O of the Income Tax Act, 1961), interest and long-term capital gains of an undertaking wholly engaged in the business referred to in section 80-IA (4) of the Income Tax Act, 1961, shall not be included. In order to avail of this benefit, an application must be made to the Central Government in accordance with the rules made in this behalf and upon satisfying the prescribed conditions.
Foreign Direct Investment There is no ceiling on foreign equity participation in the power generation sector.
Board of Directors The Company is managed by the Board of Directors, comprising of 16 Directors. Mr. Jaiprakash Gaur is the Chairman and Managing Director of the Company and Mr. Sarat Kumar Jain is the Vice Chairman of the Company.
Article 79 (a) of the Articles of Association, inter alia, provides that the Board shall consist of not less than 3 directors and not more than 20 directors. This Article further provides that any increase in the number of directors exceeding the number prescribed in section 259 of the Companies Act shall not have effect unless approved by the Central Government and shall become void if and so far as it is disapproved by the Government. Accordingly, on the application of the Company, the Department of Company Affairs, Government of India, vide its letter dated March 16, 1999, granted its approval to the Company for increasing the strength of its Board of Directors from 12 to 15 and further granted approval for increase in strength from 15 to 20 vide letter dated September 21, 2004 issued by Ministry of Company Affairs, Government of India. Two-third of the total number of directors of the Company shall be persons who shall be liable to retire by rotation. The remaining directors shall be appointed by JAL so long as JAL holds 51% or more of the paid up equity share capital of the Company.
Subject to the provisions of Section 255 of the Companies Act the Managing Director(s)/Whole- time Director(s) appointed by the Board of Directors shall not be liable to retire by rotation.
The remuneration of a managing director/Whole-time Director shall be such as may from time to time be fixed by the Board subject to the provisions of Sections 269 and 309 of the Companies Act.
The present Board of Directors comprises of the following members:
Name, Father’s Name, Designation Date of Birth Other Directorships Residential Address, Occupation and Term
H-3/6, Ground Floor DLF City, Phase-I Gurgaon - 210 002 Consultant Name, Father’s Name, Designation Date of Birth Other Directorships Residential Address, Occupation and Term Mr. Bal Krishna Taparia Director November 27, Jaiprakash Power Ventures Limited S/o Late Keshrimal Taparia 75, Nagina Bagh, Ajmer – 305 001
Flat No. G-2 Vivek Apartments, Shreshta Vihar, Delhi - 110 092 Service Note: For tenure of appointment of each director please refer to section titled “Statutory and Other Information on page 213 of this Draft Red Herring Prospectus.
The overall operations of JHPL are managed by a committee comprising of Mr. Manoj Gaur, Mr. Sunil Kumar Sharma, Mr. J. N. Gaur and Mr. S.D. Nailwal under the Chairmanship of Mr. Manoj Gaur. The site operations are managed by a co-ordination committee comprising of Mr. V. Sethi (Advisor), Mr. Rajiv Gaur (President), Mr. Kanti Prasad (Senior Vice President) and Mr. Vinod Sharma (Vice President) under the overall guidance of Mr. Manoj Gaur. Necessary assistance in financial and legal matters is provided by a team of senior professionals from the Head Office at New Delhi.
Details of Directors
Mr. Jaiprakash Gaur was appointed as the director of the Company with effect from December 21, 1994 and as the Chairman and Managing Director of the Company with effect from January 7, 1995. He was re-appointed as the Chairman and Managing Director of the Company on January 7, 2000 for a period of five years and further reappointed as Chairman and Managing Director of the Company for five years with effect from January 7, 2005. Mr.
Jaiprakash Gaur holds a Diploma in Civil Engineering from University of Roorkee (now Indian Institute of Technology, Roorkee). He has been associated with the construction industry for over 51 years. He is responsible for the growth of the Jaypee group of Companies, which had an aggregate turnover of over Rs. 27,000 million in FY 2004.
Mr. Jaiprakash Gaur is the Chairman of Jaiprakash Associates Limited.
Mr. Sarat Kumar Jain was appointed as a director of the Company with effect from December 21, 1994 and as the Vice Chairman of the Company with effect from September 5, 1997. Mr. Jain is a graduate in Science. He is also the Vice Chairman of JAL and is responsible for the successful execution of various projects over last the 44 years. Mr.
Jain oversees the construction activities and the hydro-power wing of the Jaypee group.
Mr. Manoj Gaur was appointed as a director of the Company on December 10, 2002. He holds a degree in Civil Engineering from Birla Institute of Technology and Science, Pilani. Mr. Manoj Gaur joined JAL in 1986 and has overall experience of over 18 years. He has been associated with implementation and operation of Cement Plants at Rewa and Bela in Madhya Pradesh and has set up the marketing network.
Mr. Manoj Gaur is a Managing Director of JAL and has been associated with various activities of the Jaypee group, be it in the engineering construction, hydro power, cement, information Technology or education initiatives.
Mr. Sunil Kumar Sharma was appointed as a director of the Company on December 27, 1997. Mr. Sharma is a graduate in Science and possesses 24 years of experience in planning, procurement, execution and management. He has been responsible for completion of several engineering construction projects including Hotel Siddharth, Hotel Vasant Continental, one million tonnes per annum cement plant at Rewa and raising the Lakhya Dam in the state of Karnataka. Mr. Sharma was the Director-in-Charge for the underground power house work at Jhakri, Rockfill Dam and Chute & Shaft Spillway works of Tehri Hydel Project besides works at the Chamera -II Hydel Project.
Mr. Sunil Kumar Sharma is a Managing Director of JAL.
Mr. Gopi K Arora was appointed as a director of the Company on January 7, 1995. He is a post graduate from Allahabad University, and holds a Masters’ Diploma in Public Administration from Harvard University, Boston, USA. Mr. Gopi K. Arora is a retired civil servant and has held prestigious positions in Government of India.