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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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Mr. Arora was the Economic Minister with the Embassy of India, Moscow, Russia (1975-78), Joint Secretary, (1983), Additional Secretary (1984-1987) and Special Secretary (1987) in the Office of the Prime Minister, Government of India, Secretary in the Ministry of Information and Broadcasting, Government of India (1988), Finance Secretary with Ministry of Finance, Government of India (1989-1990) and Executive Director representing India/Bangladesh/Bhutan and Sri Lanka at International Monetary Fund, Washington (1990-1993).

Dr. Ramesh C Vaish was appointed as a director of the Company on September 21, 2002. Dr. Vaish holds degree in M.A., M. Com., LLB, Ph.D, FCA. He has over 40 years’ experience as a Chartered Accountant. Dr. Vaish is an eminent Tax Consultant and specializes in the areas of Corporate Planning, International Taxation and Finance, and Off-Shore Investments.

Mr. B. K. Batra was appointed as a nominee director of IDBI with effect from February 11, 2004. He holds a B.Com.

(Hons) degree from Shriram College of Commerce, Delhi and a Masters Degree in Business Administration from Faculty of Management Studies, Delhi. Mr. Batra is also a Certified Financial Analyst from Institute of Chartered Financial Analyst, Hyderabad and a Certified Associate Member from Indian Institute of Bankers, Mumbai. After a stint at DCM Limited (9 months) and Usha International Limited (6 months), Mr. Batra worked with the State Bank of India for over 5 years. He has been working with IDBI for over 21 years’ now and is presently posted in its Corporate Finance Department as General Manager.

Mr. B. K. Gupta was appointed as a nominee director of LIC with effect from December 30, 2003. He is a Chartered Accountant and has experience of 38 years.

Mr. Gupta joined LIC in 1967. He has worked in various departments of LIC including Investment Department at Central Office, Mumbai. He has been associated with the financing of various Industrial Projects in the Public/ Private Sector. He has also worked as General Manager of LIC Housing Finance Company Limited. He is presently posted as Regional Manager in the cadre of Zonal Manager in the Northern Central Zone of LIC – with its headquarter at Kanpur.

Mr. D. G. Kadkade was appointed as a director of the Company on February 4, 2000. He holds a degree in civil engineering from University of Pune and is also a Fellow of Institution of Engineers. Mr. Kadkade has over 50 years’ experience in various fields of Engineering Construction including River Valley Projects. He joined Jaypee group in 1976 and has been associated with the planning and execution of various Hydro-projects of the Group.

Mr. Jagdishwar Nath Gaur was appointed as a director of the Company with effect from March 10, 1995 and as a whole time director on October 1, 1995. Mr. Gaur was further re-appointed with effect from October 1, 2000 for a period of 5 years. He holds a of B.E. (Electrical) degree from University of Roorkee (now Indian Institute of Technology, Roorkee). He has over 40 years experience in design, coordination, implementation and operation and maintenance of Hydro-Electric Projects. Mr. J.N. Gaur has also held various positions including that of Chief Engineer and Board level director.

Mr. J. N. Gaur is director-in-charge of Jaiprakash Hydro-Power Limited (since 1995) and is responsible for the implementation and overall coordination and subsequently the operation & maintenance of the Project.

Mr. Narendra Singh was appointed director of the Company with effect from June 12, 1995. He holds a degree in civil engineering from University of Roorkee (now Indian Institute of Technology, Roorkee). He was also a wholetime Director of the Company during October 1, 1995 and August 15, 1999.

Mr. Singh has over 40 years experience in surveys, investigations, planning, detailed designs and construction of hydroelectric and multi-purpose river valley projects. He specialises in design and construction of underground works, powerhouses and hydraulic equipment. He was with the Irrigation Department, Uttar Pradesh from January 1956 and retired from there as Chief Engineer (Level 1).

Mr. Bal Krishna Taparia was appointed as a director of the Company with effect from June 28, 2004. Mr. Taparia holds degree of B. Com. and M.Com. and is certified associate of Indian Institute of Bankers.

Mr. Taparia is a banker by profession and has held the post of Executive Director in IDBI. Mr. Taparia has held the position of Chairman in Industrial Investment Bank of India. He has vast experience in areas involving banking, corporate, finance and administration.

Mr. Raj Kumar Narang was appointed as a director with effect from June 28, 2004. He was appointed as a whole time director for five years with effect from June 28, 2004.He holds a degree in mechanical engineering from Jiwaji University, Gwalior and hold a diploma in management from YMCA, New Delhi.

Mr. Narang has over 32 years of experience in finance including project financing at senior management levels and 10 years in the manufacturing sector.

Mr. Rangi Lal Gupta was appointed as additional director of the Company with effect from September 25, 2004. Mr.

Gupta holds a degree in civil engineering with around 42 years of experience in the fields of designing, planning and construction of large hydraulic structures like Dams, Barrages, Intake works, Canals, Head regulators, Head Race Tunnels and Under Ground Power Houses.





Mr. Shyam Datt Nailwal was appointed as additional director of the Company with effect from September 25, 2004.

He is Fellow Member of the Institute of Company Secretaries of India with around 36 years of experience in the fields of project financing, corporate planning and secretarial to his credit.

Mr. Nailwal has handled Public Issues, Rights Issues, Amalgamation of Public Limited Companies, Institutional appraisal and financing, land acquisitions, Industrial licences, Government clearances, pollution control consents for cement plants, etc.

Mr. Dharmender Nath Davar was appointed as additional Director of the Company with effect from September 25,

2004. Mr. Davar possess degree in MA (Economics), B.Com (Hons), Certified Associate of the Indian Institute of Bankers (CAIIB), Fellow of Economic Development Institute of the World Bank, Permanent Honorary Faculty of the Management Development Institute (MDI) India.

Mr. Davar has been a Banker and Ex-Chairman of IFCI Limited. He has rich experience in the fields of Banking, Finance, Corporate Planning and Administration.

Compensation of the Directors For details of the compensation of the whole time directors, please refer to the section titled “Statutory and Other Information” on page 213 of this Draft Red Herring Prospectus. Our Non Executive Directors are paid a sitting fee of Rs. 5000 after December 29, 2004 for attending each meeting of the Board and Committee.

Shareholding of the Directors of the Company Our Articles do not require the directors to hold any Equity Shares in the Company as qualification shares.

The following table provides the details of the shareholding of the directors of JHPL and their relatives as on December 31, 2004:

–  –  –

Term of Office (a) Article 79 (a) of the Articles of Association of the Company, inter alia provides that, two-thirds (any fraction to be rounded off to the next number) of the total number of directors of the Company shall be persons whose period of office shall be liable to determination by retirement by rotation and save as otherwise expressly provided in the Companies Act to be appointed by the Company in general meeting. The remaining directors shall not be liable to retire by rotation and shall, subject to the provisions of the Articles, be appointed by JAL so long as it holds 51% or more of the paid up equity share capital of the Company. However, the nominees of JAL shall not be liable to retire by rotation, and shall be liable for removal at the discretion of JAL. For terms of office for the above directors, please refer to the section titled “Statutory and Other Information” on page 213 of this Draft Red Herring Prospectus.

(b) The Managing Director/ Whole-time Directors have been appointed for a period of five years in accordance with the provisions of the Companies Act, 1956.

Changes in the Directors in the last 3 years

The changes in the Board of Directors during the last three years are as below:

–  –  –

Corporate Governance The guidelines in respect of corporate governance will be applicable prior to obtaining in-principle listing approval from the Stock Exchange(s) for listing of the Equity Shares on the Stock Exchange(s).

The Company has complied with all requirements under the Corporate Governance Code as per clause 49 of the Listing Agreement of the Stock Exchange(s) In this regard, it may be mentioned that the following directors namely, Mr. Gopi K. Arora, Dr. Ramesh C. Vaish, Mr.

B. K. Taparia, Mr. D. N. Davar, Mr. R. L. Gupta, Mr. S. D. Nailwal and Mr. Narendra Singh are Independent Directors and Mr. B. K. Batra and Mr. B. K. Gupta are the Institutional Nominees on the Board. Further, the Company has already constituted an Audit Committee, Remuneration Committee and Shareholders/Investors Grievance Committee which shall meet the requirements of the Corporate Governance in terms of contained in clause 49 of the listing agreement of the Stock Exchanges.

The present constitution of the Committees is as under:

Audit Committee

1. Mr. Gopi K Arora, Chairman (non-executive independent director)

2. Mr. B.K. Gupta, (independent director)

3. Mr. B.K. Batra (independent director)

4. Mr. S.D. Nailwal (non-executive independent director) The Audit Committee reviews the report of Concurrent Auditors and Statutory Auditors along with the comments and action taken by the management and other functions in accordance with the provisions as contained in Section 292A of the Companies Act, 1956.

Remuneration Committee

1. Mr. Gopi K Arora, Chairman (non-executive independent director)

2. Mr. B.K. Batra (independent director)

3. Mr. B.K. Taparia (independent director) Shareholders/Investors’ Grievance Committee

1. Mr. S. K. Jain, (Chairman - non executive director)

2. Mr. Manoj Gaur

3. Mr. Sunil Kumar Sharma

4. Mr. S.D. Nailwal Upon listing of the Company’s shares the scope, functions, powers and duties of the Audit Committee, Remuneration Committee and Shareholders/Investors’ Grievance Committee would comply with the provisions as contained in Clause 49 of the Listing agreement which the Company shall enter into with the Stock Exchanges.

Key Managerial Personnel

The key managerial personnel of the Company are as follows:

–  –  –

None of the key managerial personnel are relatives of each other. As on December 31, 2004 all the employees named above were on the roll of the Company as permanent employees except Mr. V. Sethi who is an Advisor to the Company on a three year contract with effect from August 24, 2003.

Shareholding of Key Managerial Personnel:

None of the Key Managerial Personnel hold any shares in the Company.

–  –  –

Compensation of Key Managerial Personnel Currently, the company does not have a performance linked bonus or a profit sharing scheme for the employees. The key managerial personnel of the Company do not have any interest in the company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.

OUR PROMOTERS AND GROUP COMPANIES

JAL and GoHP executed a Memorandum of Understanding dated November 23, 1991, recording GoHP’s acceptance of JAL’s proposal to implement the Power Plant and detailing the terms and conditions of its implementation.

Subsequently, the Agreement for Implementation dated October 1, 1992 was executed between JAL and GoHP, whereby JAL agreed to establish, operate and maintain the Power Plant for an initial period of 40 years from the date of commissioning, extendable for a further period of 20 years. For this purpose, the Company was promoted by JAL.

Jaiprakash Associates Limited (JAL) JAL is the entity formed as a result of the amalgamation of Jaiprakash Industries Limited, a listed entity with JCL, an unlisted company.

JCL was incorporated on November 15, 1995 as Bela Cement Limited, and the Certificate of Commencement of Business was granted on January 29, 1996. Subsequently, the company was renamed as “Jaypee Rewa Cement Limited” and a fresh certificate of incorporation was granted by the RoC, Kanpur on August 30, 2000.Subsequently, its name was changed to JCL on January 3, 2002.

Jaiprakash Industries Limited amalgamated with JCL pursuant to a Scheme of Amalgamation sanctioned by the Allahabad High Court vide it’s Order dated March 11, 2004. As per the said Scheme of Amalgamation, the amalgamated entity was renamed as Jaiprakash Associates Limited.

JIL was promoted by Mr. Jaiprakash Gaur and his associates. Since JIL has now been amalgamated, its promoters are promoters of JAL. Thus, the main promoters of JAL are Mr. Jaiprakash Gaur, Mr. Manoj Gaur and their families, Mr.

Nanak Chand Sharma, Mr. Sunil Kumar Sharma and their families, Mr. S. K. Jain and family, Mr. Raj Kumar Singh and his family, Mrs. Kumud Jain and her family Mr. S. P. Joshi and his family, Mr. G. P. Gaur and his family, Jaypee Ventures Limited and Jaiprakash Enterprises Limited.

The main activities of JAL include Civil Engineering Construction including complex hydro power/ river valley projects, manufacturing and marketing of cement.

Promoters Background JAL has executed, as a leader of consortia / joint ventures, several hydropower contracts for various projects involving generation of over 8,000 MW of power spread across the country. It is also currently executing several contracts for projects involving further generation of over 9,000 MW of power in the country and abroad. ICRA Limited has assigned the highest contractor grading of CR1 to JAL, indicating the relative contract execution capacity with respect to hydropower (engineering, procurement & construction) contracts with average single contract value of upto Rs.



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