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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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I. Jaypee Industrial And Medical Services Limited (JIMS) Contingent Liability not provided for as on March 31, 2004 Nil Outstanding Litigation of JIMS as on December 31, 2004 Cases filed against JIMS Labour Cases I.1 2 cases have been filed by employees of JIMS pending before the Labour Court, Rewa alleging illegal termination. The cases are pending J. Shiras Estate Limited (SEL) Contingent Liability not provided for as on March 31, 2004 Nil Outstanding Litigation of SEL as on December 31, 2004 Nil K. Gaur & Nagi Limited (GNL) Contingent Liability not provided for as on March 31, 2004 Nil Outstanding Litigation of GNL as on December 31, 2004 Nil

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Dividends, other than interim dividends, will be declared at the annual general meeting of the shareholders based on the recommendation of the Board of Directors. The Board may, at its discretion, recommend dividend to be paid to the members of the Company. The factors that may be considered by the Board before making any recommendations for the dividend, include but not limited to profits earned during the financial year, liquidity of the Company, obligations towards repayment of debt including maintaining debt service reserves, future expansion plans and capital requirements, applicable taxes including tax on dividend, as well as exemptions under tax laws available to various categories of investors from time to time. The Board may also, from time to time, pay to the members interim dividend, as appears to the Board to be justified by the profits of the Company. Declaration of dividend would require prior approval of the Lenders during the currency of the debt.

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The Board of Directors Jaiprakash Hydro-Power Limited C-16, Lane – 1, Sector 1 SDA Housing Colony New Shimla – 171 009 Re: Offer for Sale of shares of Jaiprakash Hydro-Power Limited Dear Sirs, We have examined the financial information contained in the statements annexed to this report which is proposed to be included in the offer document being issued by Jaiprakash Hydro-Power Limited (“Company”) in connection with the Offer for Sale of certain equity shares in the Company.

In accordance with the requirements of:

a) Paragraph B(1) of Part II of Schedule II of the Companies Act, 1956,

b) The Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (‘Guidelines’) issued by the SEBI in pursuance of Section 11 of the SEBI Act, 1992,

c) Instructions dated December 03, 2004, received from the Company, requesting us to carry out work relating to the offer document being issued by the Company in connection with the Offer for Sale by the Jaiprakash Associates Limited of certain equity shares in the Company,

We report that:

1. We have examined the attached restated Balance Sheets of the company as at September 30, 2004, March 31, 2004,2003,2002,2001 and 2000 (Annexure-II) and the attached restated statement of Profit and Loss Account for the Six months ending on September 30, 2004 and year ended March 31, 2004 (Annexure-I), together referred to as ‘summary statements’. We have also examined and found correct the accounts of the company for the period April 1, 2004 to September 30, 2004 prepared and approved by The Board of Directors of the Company. Based on the

our examination of these summary statements, we confirm that:

i. These statements reflect the profits and losses and assets and liabilities for each of the relevant periods as extracted from the Profit and Loss Account for the accounting years ended March 31, 2004 and Six months ended on September 30, 2004 and the Balance Sheets as at March 31, 2000, 2001, 2002, 2003 and 2004 and September 30, 2004, after making therein the disclosures and adjustments required to be made in accordance with the provisions of paragraph 6.18.7 of the Securities and Exchange Board of India (Disclosures and Investor Protection) Guidelines, 2000. We have audited the Profit & Loss Account for the year ended March 31, 2004 and Balance Sheet as at March 31, 2000,2001, 2002, 2003 & 2004. We have also audited the Profit & Loss Account for Six months ended September 30, 2004 and Balance Sheet as at September 30, 2004.

Adjustments may be necessary to make the accounts for the period April 1, 2004 to September 30, 2004, to comply with the requirements of the law relating to accounts to be laid before the Company in the general meeting, but at the date of signing of this report, we are not aware of any material adjustments which would affect the results of the accounts.

ii. The Significant Accounting Policies adopted by the company are enclosed as Annexure-III to this report.

iii. The Notes to the ‘Statement of adjusted Profit & Losses, As Restated ’ and ‘Statement of adjusted Assets and Liabilities- As Restated’ are enclosed as Annexure-IV to this report.

2. We have examined the ‘Statement of Accounting Ratios’ of the Company for each of the financial years ended March 31, 2000, 2001, 2002 2003, 2004 and Six months ended September 30, 2004, enclosed as Annexure-‘V’ to this report and confirm that they have been correctly computed from the figures as stated in the ‘Statements of adjusted Profit and Losses, As Restated’ and ‘Statement of adjusted Assets and Liabilities, As Restated’ of the Company referred to in paragraph 1 above and read with the notes appended in Annexure-‘IV’.





3. The Company has not paid any dividend in any of the years.

4. We have examined the ‘Statement of Tax Shelter’ for the years ended March 31, 2004 and Six months ended September 30, 2004 enclosed as Annexure-‘V’ to this report and report that, in our opinion it correctly reflects the ‘Tax Shelter’ for each of those years.

5. We have examined the ‘Capitalisation Statement’ enclosed as Annexure-‘VI’ to this report and report that it correctly records the matters stated therein.

6. We have examined the ‘Cash-Flow Statement’ in respect of each of the years ended March 31, 2000, 2001, 2002, 2003 and 2004 and Six months ended September 30, 2004 enclosed as Annexure-‘VII’ to this report and confirm that, in our opinion, these statements have been prepared by the Company in accordance with the requirement of Accounting Standard 3 (Cash Flow Statements) issued by the Institute of Chartered Accountants of India.

7. We certify that there were no unsecured loans taken by the company as on September 30, 2004.

8. We certify that there are No Quoted / Un-quoted investments made by the company as on September 30, 2004.

9. We have also examined the following statements and the same have been found correct:

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We further report that the information mentioned in the items 2-7 above has been correctly computed from the figures as stated in the statements of adjusted Profit and Losses, as restated and adjusted Assets and Liabilities, as restated referred to in paragraph 1 above.

This report is intended solely for use for your information and for inclusion in the offer Document in connection with the issue of the Company and is not to be used, referred to or distributed for any purpose without our prior written consent.

For R. Nagpal Associates Chartered Accountants (R. Nagpal) Partner Date: January 23, 2005 Place: New Delhi

ANNEXURE I - STATEMENT OF PROFIT & LOSS ACCOUNT-AS RESTATED

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e) Expenditure During Construction Period:

Expenditure incurred on the project during implementation are capitalized and apportioned to various assets on commissioning of the Project.

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2. (a) Rupee Term Loans, Foreign Currency Loans and Deferred Payment Guarantee(s) from Financial Institutions and Banks, together with all interest, Guarantee Commission, liquidated damages, premia on prepayment or on redemption, cost, expenses and other monies stipulated in the Loan Agreements/Deferred Payment Guarantee Agreement are secured by hypothecation of Company's movable assets (present and future), equitable mortgage on the immovable assets of the Company and pledge of 355,999,900 equity shares held by Jaiprakash Associates Limited in the company, ranking pari-passu among all the participating Institutions and Banks viz. IDBI, PFC, IIBI, LIC, Bank of Baroda, Punjab National Bank, Indian Overseas Bank, Central Bank of India, State Bank of Travancore, State Bank of Mysore, State Bank of Indore, State Bank of Patiala and State Bank of Hyderabad.

The Lenders have agreed to depledge 61 million equity shares held by Jaiprakash Associates Ltd.

(b) The Foreign Currency Loans under Buyers’ Credit are guaranteed by Deferred Payment Guarantee issued by Power Finance Corporation Limited.

(c) The Non Convertible Debentures, (NCDs) mentioned here-under, together with all interest, liquidated damages, remuneration payable to Trustees, premia on prepayment or on redemption, cost, expenses and other monies stipulated in the Subscription Agreements/Trustee Agreement are secured by a legal mortgage in English form by way of first mortgage and charge on Company’s properties at Mouje Dhanot, Taluka Kalol, District Mehsana in the state of Gujarat in favour of IDBI Trusteeship Services Limited (Trustees) for NCDs of Rs.1500 million subscribed by ICICI Bank Limited and hypothecation of the Company’s movable assets (present and future), equitable mortgage on the immovable assets of the Company and pledge of shares as stated in 2(a) above held by Jaiprakash Associates Limited in the Company, ranking pari-passu among all the participating Institutions and Banks.

In addition to the above NCDs to the extent of Rs.1740.00 million have been allotted in favour of UTI Bank Limited at a coupon rate of 10% p.a. on September 25, 2004. The debenture certificates shall be issued upon creation of security, which is in process.

The participating Financial Institutions/ Banks have `in principle’ agreed to realign the rate of interest on Debentures and Term Loans to 10.50% p.a. and refixation of repayment schedule to commence from July 2005 in 44 equal instalments payable in July, August, September and October each year.

(d) The working capital loan sanctioned by Punjab National Bank- Shimla against the security of pari-passu first charge on all stock of stores and spares and book debts and personal Guarantees of Directors, Mr. Jaiprakash Gaur, Mr. S. K. Jain, Mr. Manoj Gaur and Mr. S. K. Sharma, is being modified to rank pari-passu with the charges created in favour of term Lenders.

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(b) Plant & Machinery include a sum of Rs 628.68 million being the cost of Inter Connection Facility (ICF) established by Satluj Jal Vidut Nigam Limited at their Switch yard at Jhakri for evacuation of Power generated by Baspa II Hydro-Electric Project. The maintenance cost of ICF is borne by the Company.

4. In the opinion of the Board of Directors, the "Current Assets, Loans and Advances" read with note no. 10, have a value on realisation, in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet.

5. The Trust and Retention Account (refer Schedule ‘E’) is maintained pursuant to the stipulations of the ‘Financing Agreements’ executed with the Lenders.

6. The Rupee value of Foreign Currency loans has been considered as at September 30, 2004 i.e. Bank TT selling rate of one US Dollar = Rs.46.29. The net increases on account of Foreign Exchange Fluctuation as on September 30, 2004 amounting to Rs 102.75 million has been added to the cost of Plant & Machinery as per Schedule VI to the Companies Act, 1956. (Reduction in previous year Rs. 142.40 million)

7. Additional Information pursuant to the provisions of Paragraph 3 and 4 of Part-II of Schedule VI to the Companies

Act, 1956:

(a) Capacity and Production (As certified by the Management) Installed annual Capacity 300 MW - 1213.18 MU in a 90% Dependable Year at Power House

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9. There are no Small Scale Industrial Undertakings to whom the Company owes more than Rs. 0.1 million which are outstanding for more than 30 days as at September 30, 2004, March 31, 2004, March 31, 2003, March 31,2002,March 31, 2001 & March 31, 2000.

10. (a) The tariff for the power supplied by Baspa II HEP is to be determined by H.P. Electricity Regulatory Commission (HPERC) after receipt of approval of `Firm Financial Package’ from Central Electricity Authority (CEA), in accordance with the provisions of the Power Purchase Agreement executed between the Company & HPSEB on June 4, 1997 and Amendment No. 1 dated January 7, 1998. The payment of Electrical Energy is presently being made by HPSEB on the basis of revenue realised from sale of Baspa II HEP power as per the directions of HPERC. The Energy bills are prepared in accordance with the provisions of the PPA based on the completion cost of Rs 15,500 million approved by the HPSEB and the Govt. of Himachal Pradesh.

Sundry debtors of Rs. 1,270.04 million include receivables arising out of the invoice amount and the payments made by HPSEB aggregating to Rs. 932.97 million which are subject to necessary adjustments after the tariff is determined by the HPERC.

11. The Company has become wholly owned subsidiary of Jaiprakash Associates Limited with effect from December 31, 2004, consequent upon the buyback of 110 million shares by Jaiprakash Associates Limited from ICICI Bank Limited.

12. Related Party disclosures, as required in terms of “Accounting Standard [AS] 18” are given below:

(1) Relationships (Related party relationships are as identified by the Company and relied upon by the Auditors)

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(c) Deferred tax provision is not required to be made, in view of the entitlement of tax exemption available to the Company for first 10 years in terms of Section 80 IA of The Income Tax Act, 1961.

15 Provision of Gratuity has been made on an estimated basis.

16. a) The Operation & Maintenance and other expenses during the period are not comparable with those of the previous year, since the operation of the Power Plant during the period under report is being carried out by Company itself.



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