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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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Upon the Companies (Amendment) Act, 2000 coming into force on December 13, 2000, and in pursuance of section 43A(2A), the company became a private limited company by passing a special resolution on December 26, 2000.

Accordingly the RoC Kanpur was informed and a fresh certificate of incorporation was issued by the RoC, Kanpur on February 9, 2001.Thereafter, consequent to the provisions of section 4(1)(b)(ii) read with 3(1)(iv)(c) read with Sections 31 and 44 of the Companies Act, 1956, JILIT vide its special resolution dated February 21, 2002 became a public company and was renamed as “JIL Information Technology Private Limited”. The RoC, Kanpur once again issued a fresh certificate of Incorporation on March 20, 2002. Subsequently, JILIT changed its registered office from the State of Uttar Pradesh to the State of NCT of Delhi under Section 18(3) of the Companies Act on May 29, 2003.

JILIT has been set up for the business of software development services, computer consultancy services, Information technology services, satellite based telecom services, dealing in educational programs and imparting and training in computer related programs.

Shareholding Pattern of JILIT as on December 31, 2004

–  –  –

(D) Jaiprakash Enterprises Limited (JEL) JEL was incorporated as “Uttra Rasayan Udyog Limited” on April 15, 1978, as a public limited company under the Companies Act, 1956 and was granted a Certificate of Commencement of Business on June 1, 1978. Subsequently the company was renamed as “Jaypee Chemicals Limited” and certificate for change of name was received from the RoC on the February 14, 1985. Thereafter, the name of the company was changed to Jaiprakash Enterprises Limited on May 13, 1988.

JEL is engaged in the business of construction, deployment of personnel, manufacturing/marketing of paints and transportation business.

Shareholding Pattern of JEL as on December 31, 2004

–  –  –

The company made the issue to set up the project for manufacture of Malathion Technical at Sikanderabad Industrial Area, District Bulandshahr (U.P.). The object was achieved. The Prospectus issued in the year 1979 did not contain any information on projections regarding sales or the profitability as per guidelines prevalent at that time.

The company’s shares are listed on the Delhi Stock Exchange, New Delhi and the U.P. Stock Exchange, Kanpur.

There has been no trading of shares of the company and as such no data is available for the past six months.

(E) Gaur & Nagi Limited (GN) GN was incorporated as “Gaur & Nagi Private Limited” on December 31, 1992. Thereafter, GN became a deemed public company pursuant to section 43A (1) of the Companies Act, with effect from July 31, 2000. Upon the Companies (Amendment) Act, 2000 coming into force on December 13, 2000, and in pursuance of Section 43A(2A) of the Companies Act, 1956, GN became a private limited company and the ROC Delhi & Haryana made endorsement on Certificate of Incorporation on February 19, 2001. Thereafter, consequent to the provisions of section 4(1)(b)(ii) and 3(1)(iv)(c) read with Sections 31, 21 and 44 of the Companies Act, 1956, GN vide its special resolution dated March 18, 2002 again became a public company and was renamed as “Gaur & Nagi Limited” vide a fresh Certificate of Incorporation dated May 16, 2002.

GN has been set up for the business of Marketing & Management Consultancy, training of Manpower, Consultancy for Projects, Project monitoring, etc.

Shareholding Pattern of GN as on December 31, 2004

–  –  –

(F) Shiras Estates Limited (SEL) Shiras Estates Limited was incorporated on June 16, 1997 as a Private Limited company in accordance with the provisions of the Companies Act, 1956. Subsequently, it was converted into a public limited company on January 13, 2005.

SEL is a subsidiary of Jaypee Industrial & Medical Services Limited.

SEL owns farm land and is engaged in agricultural activities.

Shareholding pattern of SEL as on December 31, 2004

–  –  –

Companies with which the Promoter has disassociated itself in the last three years:

The erstwhile JIL had entered into an agreement with DS Construction Limited and a new company with the name of Jaypee DSC Ventures (JDVL) was incorporated to undertake the work of conversion of Delhi-Gurgaon Section NH-8 from Km.14.3 to Km.42 into an Access Controlled 8/6 Lane Highway on BOT basis. As per the terms of the said agreement, each of the parties was entitled to have 50% equity of JDVL. However, in January 2004, in the light of the priorities of its involvement and investments in various ongoing and contemplated projects, JIL decided not to increase the level of its investment in JDVL and in terms of the shareholders agreement, the investment level of JIL having subsequently fallen below 15%, the said agreement stood terminated with effect from February 3, 2004.

There are no companies that are promoted by JAL, which have become sick companies within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985. Additionally, there are no companies that are promoted by JAL, which have become BIFR companies or which are under the process of winding up or have a negative networth.

–  –  –





Guarantees given by JAL on behalf of the company have been mentioned in the section titled “Financial Statements Notes forming part of accounts” on page 155 of this Draft Red Herring Prospectus.

Other subsidiaries of JAL namely Jaiprakash Power Ventures Limited and Jaypee Karcham Hydro Corporation Limited have similar object, i.e., generation of electricity. However, Jaiprakash Power Ventures Limited has signed a Power Purchase Agreement with Uttar Pradesh Power Corporation Limited. Implementation of the project started in the year 2001 and commercial operations are expected to commence in the year 2006. Jaypee Karcham Hydro Corporation Limited has signed an MOU in June 18, 2004 with Power Trading Corporation for sale of power and implementation is expected to commence in the year 2006.

–  –  –

In view of the approvals listed below, we can undertake this Offer as well as our current business activities and no further major approvals are required from any Government authority for us to continue our activities Approvals for the Offer

a) Pursuant to the Circular bearing no. A.P. (DIR Series) Circular No. 16 dated October 4, 2004 issued by RBI, Government of India has decided to dispense with the requirement of obtaining prior approval of the Government (FIPB) in respect of transfer of shares, by way of sale, from residents to non-residents (including transfer of subscriber’s shares) of an Indian company in sectors other than financial service sector (i.e. Banks, NBFCs and Insurance) provided that (i) the activities of the invested company are under automatic route under the FDI Policy;

(ii) such transfer does not attract the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997; (iii) the non-resident shareholding after the transfer, complies with the sectoral limits under the FDI Policy; and (iv) the price at which the transfer takes place is in accordance with the pricing guidelines prescribed by SEBI / RBI. In the present Offer, all the above conditions are met with, and there is no requirement to obtain any prior approval of FIPB.

b) We have received a “no-objection” letter from the RBI for the participation of Non-resident investors to acquire Equity Shares in the Offer pursuant to its letter no. [•] dated [•]. The final permission of the RBI of acquisition of shares is to be received on completion of certain filing requirements. Subject to obtaining such approvals, it will not be necessary for the investors to seek separate permission from the FIPB/RBI for this specific purpose. However, it is to be distinctly understood that there is no reservation for NRIs and FIIs and all NRI and FII applicants will be treated on the same basis with other categories for the purpose of transfer/ allocation.

Approvals for our Business

We have received the following major Government approvals pertaining to our business:

Land related approvals

1. A lease deed dated December 20, 2000 was entered between GoHP and JHPL in respect of a plot of land situated at Up Mohal Sangla, Tehsil Sangla, District Kinnaur, Himachal Pradesh bearing Khasra No. 1846/1, 1848/1, 1849/1, 1862/1, Kite 4 and admeasuring 4-58-61 hectares. This lease deed is for a term of 50 years effective from January 1, 1994 up to December 31, 2043. In respect of this land, the following Notifications have been issued:

(i) Vide Notification no. BA (9)-1/2000 dated December 11, 2000, GoHP has exempted this land from the applicability of the provisions of Himachal Pradesh Ceiling on Land Holding Act, 1972; and (ii) Vide Notification no. D (G)6-83/96-III dated December 30, 2000, while amending Himachal Pradesh Lease Rules, 1993, GoHP has permitted mortgage of this land by JHPL in favour of the Lenders for raising finances in respect of the Power Plant.

2. A lease deed dated December 20, 2000 was entered between GoHP and JHPL in respect of a plot of land situated at Mohal DPF 166 Wadhang, Tehsil Sangla, District Kinnaur, Himachal Pradesh bearing Khasra No. 1/3 Kite 1 and admeasuring 0-06-72 hectares. This lease deed is for a term of 50 years effective from January 1, 1994 up to

December 31, 2043. In respect of this land, the following Notifications have been issued:

(i) Vide Notification no. BA (9)-1/2000 dated December 11, 2000, GoHP has exempted this land from the applicability of the provisions of Himachal Pradesh Ceiling on Land Holding Act, 1972; and (ii) Vide Notification no. D(G)6-83/96-III dated December 30, 2000, while amending Himachal Pradesh Lease Rules, 1993, GoHP has permitted mortgage of this land by JHPL in favour of the Lenders for raising finances in respect of the Power Plant.

3. A lease deed dated December 20, 2000 was entered between GoHP and JHPL in respect of a plot of land situated at Mohal DPF 166 Wadhang, Tehsil Sangla, District Kinnaur, Himachal Pradesh bearing Khasra No. 1/4 Kite 1 and admeasuring 0-76-52 hectares. This lease deed is for a term of 50 years effective from January 1, 1994 up to

December 31, 2043. In respect of this land, the following Notifications have been issued:

(i) Vide Notification no. BA (9)-1/2000 dated December 11, 2000, GoHP has exempted this land from the applicability of the provisions of Himachal Pradesh Ceiling on Land Holding Act, 1972; and (ii) Vide Notification no. D(G)6-83/96-III dated December 30, 2000, while amending Himachal Pradesh Lease Rules, 1993, GoHP has permitted mortgage of this land by JHPL in favour of the Lenders for raising finances in respect of the Power Plant.

A lease deed dated 20th December 2000 was entered between GoHP and JHPL in respect of a plot of land situated 4.

at Mohal DPF 166 Wadhang, Tehsil Sangla, District Kinnaur, Himachal Pradesh bearing Khasra No. 1/5 Kite 1 and admeasuring 0-01-50 hectares. This lease deed is for a term of 50 years effective from 1st January 1994 up to 31st

December 2043. In respect of this land, the following Notifications have been issued:

(i) Vide Notification no. BA (9)-1/2000 dated December 11, 2000, GoHP has exempted this land from the applicability of the provisions of Himachal Pradesh Ceiling on Land Holding Act, 1972; and (ii) Vide Notification no. D(G)6-83/96-III dated December 30, 2000, while amending Himachal Pradesh Lease Rules, 1993, GoHP has permitted mortgage of this land by JHPL in favour of the Lenders for raising finances in respect of the Power Plant.

5. A lease deed dated December 20, 2000 was entered between GoHP and JHPL in respect of a plot of land situated at Up Mohal Kuppa, Tehsil Sangla, District Kinnaur, Himachal Pradesh bearing Khasra No.422/1, 595/1, 595/2, 1137,1143/1, 1198/1,127 and 128/1 Kite 8 and admeasuring 3-95-91 hectares. This lease deed is for a term of 50 years effective from January 1, 1994 up to December 31, 2043. In respect of this land, the following Notifications

have been issued:

(i) Vide Notification no. BA (9)-1/2000 dated December 11, 2000, GoHP has exempted this land from the applicability of the provisions of Himachal Pradesh Ceiling on Land Holding Act, 1972; and (ii) Vide Notification no. D(G)6-83/96-III dated December 30, 2000, while amending Himachal Pradesh Lease Rules, 1993, GoHP has permitted mortgage of this land by JHPL in favour of the Lenders for raising finances in respect of the Power Plant.

6. A lease deed dated December 20, 2000 was entered between GoHP and JHPL in respect of a plot of land situated at Up Mohal Rag Sangthang, Tehsil Sangla, District Kinnaur, Himachal Pradesh bearing Khasra No.302/1, 319/1, 299/1, 299/2, 299/3, 299/4, 299/5 Kite 7 and admeasuring 1-19-46 hectares. This lease deed is for a term of 9 years effective from January 1, 1996 up to December 31, 2004. Subsequent to this lease deed expiring, the Company, vide its letter dated January 19, 2005, has applied for renewal of the lease term by a further period of ten years. In

respect of this land, the following Notifications have been issued:

(i) Vide Notification no. BA (9)-1/2000 dated December 11, 2000, GoHP has exempted this land from the applicability of the provisions of Himachal Pradesh Ceiling on Land Holding Act, 1972; and (ii) Vide Notification no. D(G)6-83/96-III dated December 30, 2000, while amending Himachal Pradesh Lease Rules, 1993, GoHP has permitted mortgage of this land by JHPL in favour of the Lenders for raising finances in respect of the Power Plant.

7. A lease deed dated December 20, 2000 was entered between GoHP and JHPL in respect of a plot of land situated at Up Mohal Kilba, Tehsil Sangla, District Kinnaur, Himachal Pradesh bearing Khasra No. 1343/2 Kite 1 and admeasuring 0-82-91 hectares. This lease deed was for a term of 10 years effective from January 1, 1994 up to December 31, 2003. Prior to this lease deed expiring, the Company, vide its letter dated December 26, 2003, has applied for renewal of the lease term by a further period of ten years. In respect of this land, the following

Notifications have been issued:



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