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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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• By virtue of 54ED of the Income Tax Act, 1961 and subject to the conditions and to the extent specified there in, long term capital gains [in cases not covered under section 10(23G), 10(23D), 10(36) and 10(38) of the Act] on the transfer of shares of the Company, as and when it is listed, will be exempt from capital gains tax if the capital gains are invested in shares of an Indian company forming part of an eligible public issue, with in a period of 6 months after the date of such transfer and held for a period of at least one year. Eligible public issue means issue of equity shares which satisfies the following conditions, namelya) The issue is made by a public company formed and registered in India;

(b) The shares forming part of the issue are offered for subscription to the public;

• Under section 54F of the Income Tax Act,1961 long term capital gains [in cases not covered under section 10(38) of the Act] arising to an individual or Hindu Undivided Family(HUF) on transfer of shares of the company will be exempt from capital gain tax subject to other conditions, if the net consideration from such shares are used for purchase of residential house property with in a period of one year before and two years after the date on which the transfer took place or for construction of residential house property with in a period of three years after the date of transfer.

• Under section 112 of the Income Tax Act, 1961 and other relevant provisions of the Act, long term capital gains, i.e., if shares are held for a period exceeding 12 months, [in cases not covered under section and 10(38) of the Act], arising on transfer of shares of the company, shall be taxed at a rate of 20% (plus applicable surcharge & education cess) after indexation as provided in the second proviso to section 48. The amount of such tax could however, be limited to 10% (plus applicable surcharge & education cess) without indexation, at the option of the shareholder, if the transfer is made after listing of shares.

• By virtue of section 111A of the Income Tax Act, 1961 if the Company’s equity shares are sold within twelve months from date of acquisition, and, (a) the transaction of sale of such equity share is entered into on or after the date on which Chapter VII of the Finance (No.2) Act, 2004 comes into force; and (b) such transaction is chargeable to securities transaction tax under that Chapter, the short term capital gains arising therefrom shall be taxed at a rate of 10% (plus applicable surcharge & education cess).

• By virtue of section 115-I of the Income Tax Act, 1961, a non–resident Indian (i.e. an individual being a citizen of India or person of Indian origin, who is not a resident) has an option to be governed by the provisions of Chapter XII–A of the Income Tax Act, 1961 viz. “Special Provisions Relating to Certain Incomes of Non-Residents”, which are as follows:‰ Under provisions of section 115E of the Income Tax Act, 1961, where shares in the Company are acquired or subscribed for in convertible foreign exchange by a non-resident Indian, capital gains arising to the non– resident Indian on transfer of shares held for a period exceeding twelve months [in cases not covered under section 10(23G) and 10(38) of the Act] shall be concessionally taxed at the flat rate of 10% (plus applicable surcharge & education cess).

‰ Under provisions of section 115F of the Income Tax Act, 1961 long term capital gains [in cases not covered under section 10(23G) and 10(38) of the Act] arising to a non–resident Indian from the transfer of shares of the Company subscribed to in convertible foreign Exchange shall be exempt from income tax, if the net consideration is reinvested in specified assets within six months of the date of transfer. If only part of the net consideration is so reinvested, the exemption shall be proportionately reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or converted into money with in three years from the date of their acquisition.

‰ Under provisions of section 115G of the Income Tax Act, 1961 it shall not be necessary for a non-resident Indian to furnish a return of income if his income chargeable under the Act, consists of only investment income or long term capital gains or both arising out of assets acquired, purchased or subscribed in convertible foreign exchange, and tax deductible at source has been deducted from such income.

A.3 Foreign Institutional Investors (FIIs)

• By virtue of section 10(23G) of Income Tax Act, 1961, exemption from Income Tax is available in respect of any income by way of dividends (other than dividends referred to section 115-O) or long term capital gains of an infrastructure capital fund or an infrastructure capital company or a co-operative bank from investment by way of shares in any enterprises or undertaking wholly engaged in the business referred to in sub- section (4) of section 80-IA and which has been approved by the Central Government. However, the income, by way of dividends, other than dividends referred to in section 115-O, interest or long-term capital gains of an infrastructure capital company, shall be taken into account in computing the book profit and income-tax payable under section 115JB.

In our opinion the equity shares under this offer constitute eligible shares and the benefits as stated above would be available as the Company is wholly engaged in the business referred to in sub-section (4) of section 80-IA and which has been approved by the Central Government.





• By virtue of Section 10(34) any income by way of dividends referred to in section 115-O is exempt from tax in the hands of the foreign institutional investors.

• By virtue of Section 10(38) any income arising from the transfer of a long-term capital asset, being an equity share in a company where, (a) the transaction of sale of such equity share is entered into on or after the date on which Chapter VII of the Finance (No.2) Act, 2004 comes into force; and (b) such transaction is chargeable to securities transaction tax under that Chapter, is exempt from tax.

• The income by way of short term capital gains or long term capital gains [in cases not covered under section 10(38) of the Act] realized by FIIs on sale of shares of the company would be taxed at the following rates as per section 115 AD of the Income Tax Act, 1961 ‰ Short term capital gains, other than those referred to under section 111A of the Income Tax Act, 1961 shall be taxed at a rate of 30% (plus applicable surcharge & education cess).

‰ Short term capital gains, referred to under section 111A of the Income Tax Act, 1961 shall be taxed at a rate of 10% (plus applicable surcharge & education cess).

‰ Long term capital gains- 10% (plus applicable surcharge & education cess) (without cost indexation)

• Under section 54EC of the Income Tax Act, 1961 and subject to the conditions and to the extent specified therein, long term capital gains [in cases not covered under section 10(38) of the Act] arising on the transfer of shares of the Company will be exempt from capital gains tax if the capital gains are invested within a period of 6 months after the date of such transfer for a period of at least 3 years in bonds issued by ‰ National Bank for Agriculture and Rural Development established under section 3 of the National Bank for Agriculture and Rural Development Act,1981 ‰ National Highway Authority of India constituted under section 3 of The National Highway Authority of India Act,1988;

‰ Rural Electrification Corporation Limited, the company formed and registered under the Companies Act 1956.

‰ National Housing Bank established under section 3(1) of the National Housing Bank Act,1987 and ‰ Small Industries Development Bank of India established under section 3(1) of the Small Industries Development Bank of India Act, 1989.

• By virtue of 54ED of the Income Tax Act, 1961 and subject to the conditions and to the extent specified there in, long term capital gains [in cases not covered under section 10(23G), 10(23D), 10(36) and 10(38) of the Act] on the transfer of shares of the Company, as and when it is listed, will be exempt from capital gains tax if the capital gains are invested in shares of an Indian company forming part of an eligible public issue, with in a period of 6 months after the date of such transfer and held for period of at least one year. Eligible public issue means issue of equity shares which satisfies the following conditions, namelya) The issue is made by a public company formed and registered in India;

(b) The shares forming part of the issue are offered for subscription to the public;

A.4 Venture Capital Companies/ Funds

• By virtue of section 10(23FB) of the Income Tax Act, 1961 a venture capital company or venture capital fund, as defined in the said section, is eligible for exemption from income tax on all its income, including dividend income and capital gains from sale of shares of the Company.

Benefits to Members of the Company under the Wealth Tax Act, 1957 Shares of the company held by the shareholder will not be treated as an asset with in the meaning of section 2(ea) of Wealth Tax Act, 1957, hence Wealth Tax will not be applicable Benefits to Members of the Company under the Gift tax Act, 1958 Gift of shares of the company made on or after October 1, 1998 would not be liable to Gift tax under the erstwhile Gift Tax Act. However, under section 56(2)(v) of the Income Tax Act, 1961, where any sum of money (which could include gift of shares also) exceeding twenty-five thousand rupees is received without consideration by an individual or a Hindu undivided family from any person on or after the 1st day of September, 2004, the whole of such sum, would be taxed as income in the hand of the recipient, Provided that this clause shall not apply to any sum of money received— (a)from any relative; or (b)on the occasion of the marriage of the individual; or (c)under a will or by way of inheritance; or (d)in contemplation of death of the payer.

For the purposes of this clause, “relative” means— (i)spouse of the individual;

(ii)brother or sister of the individual;

(iii)brother or sister of the spouse of the individual;

(iv)brother or sister of either of the parents of the individual;

(v)any lineal ascendant or descendant of the individual;

(vi)any lineal ascendant or descendant of the spouse of the individual;

(vii)spouse of the persons referred to in clauses (ii) to (vi).

Notes:

1. All the above benefits are as per the current tax laws as amended by the Finance (No. 2) Act, 2004, subject to the provisions in the forthcoming Finance Bill 2005.

2. The stated benefits will be available only to the sole/first named holder in case the shares are held by joint holders.

3. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any benefits available under the Double Taxation Avoidance Agreements, if any, between India and the country in which the non- resident has fiscal domicile.

4. In view of the individual nature of tax consequences, each investor is advised to consult his/ her own tax advisor with respect to specific tax consequences of his/ her participation in the issue.

–  –  –

Stock Market Data for our Equity Shares This being an initial public offer, Equity Shares of the Company are not listed on any stock exchange.

Particulars Regarding Previous Public Issues during the last five years The Selling Shareholders and we have not made any public issue during the last five years.

Particulars Regarding Previous Public Issues made by Companies under the same management during the last three years None of the listed companies under the same management within meaning of section 370(1)(B) of the Act have made any capital issues during last three years.

Mechanism for Redressal of Investor Grievances of JAL JAL, has a separate shares department headed by the President (Corporate) and the Company Secretary, interalia, to deal with investor complaints. Further, the Board of Directors of JAL has constituted a Share Transfer/Investors Grievance Committee comprising Mr. S.K. Jain, Mr. Sameer Gaur, Mr. Sunil Kumar Sharma and Mr. S.D. Nailwal, directors of JAL. This Committee reviews redressal of complaints including complaints in respect of transfer of shares, loss of shares and dividend warrants not received, and submits its Review Report to its Board of Directors for their perusal. The investor complaints are redressed as expeditiously as possible, generally in about two weeks but not later than four weeks.

Mechanism for Redressal of Investor Grievances of JHL

JHL has a separate Shares Department headed by the Senior Vice President (Commercial) and the Company Secretary interalia to deal with investor complaints. Further, the Board of Directors of JHL has constituted a Share Transfer/Investors Grievance Committee comprising of Mr. S.K. Bansal, Chairman, Smt. Manju Sharma and Lieutenant General S.N. Endley (Retired.), directors of JHL. This Committee reviews redressal of complaints including complaints in respect of transfer of shares, loss of shares and dividend warrants not received, and submits its Review Report to its Board of Directors for their perusal. Investor complaints are redressed as expeditiously as possible, generally in about two weeks but not later than four weeks.

Mechanism for Redressal of Investor Grievances of JEL

JEL has a Secretarial and Shares Department headed by the Additional General Manager (Finance) and the Company Secretary. The shares of JEL are listed on the Delhi and Kanpur Stock Exchanges and the company has about 1,135 shareholders as on date. Even though the shares are listed on these Stock Exchanges, there has been virtually no trading of these shares for the past several years. Further the company has rarely received any complaints from its investors.

The requests for transfer, transmission and issue of duplicate shares are effected in about two week’s time.

Mechanism for Redressal of Investor Grievances of the Company



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