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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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The agreement executed between the Registrar to the Offer, Karvy Computershare Private Limited and us, provide for retention of records with the Registrar to the Offer for a period of at least three years from the last date of dispatch of letters of intimation to successful applicants, demat credit, refund orders to enable the investors to approach the Registrar to the Offer for redressal of their grievances.

All grievances relating to the Offer may be addressed to the Registrar to the Offer, giving full details such as name, address of the applicant, number of shares applied for, amount paid on application and the collection center where the application was submitted.

Disposal of Investor Grievances We estimate that the average time required by us or the Registrar to the Offer for the redressal of routine investor grievances shall be seven working days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we or Registrar will seek to redress these complaints as expeditiously as possible.

We have appointed Mr. M. M. Sibbal, Company Secretary, as the Compliance Officer and he may be contacted in case of any pre-Offer or post Offer related query. He can be contacted at: Jaiprakash Hydro-Power Limited, Head office JA Annexe, 54 Basant Lok, Vasant Vihar, New Delhi 110 057, India, Tel: (11) 2614 1540, 2614 7411, Fax: (11) 2614 3591, 2614 5389, e-mail: jhpl.ipo@jalindia.co.in Details of our borrowings For details of our borrowings, please refer to the section titled “Financial Statements – Annexure IX – Secured Loans” on page 167 of this Draft Red Herring Prospectus.

–  –  –

The Equity Shares being offered by the Selling Shareholder are subject to the provisions of the Companies Act, Securities Contracts (Regulation) Act, 1956, Securities Contracts (Regulation) Rules, 1957, the Memorandum and Articles of the Company, NOC from RBI, the terms of this Draft Red Herring Prospectus, Bid-cum-Application Form, the Revision Form, the Confirmation of Allocation Note (“CAN”) and other terms and conditions as may be incorporated in the allocation advices, and other documents/certificates that may be executed in respect of the Offer.

The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, Government of India, Stock Exchanges, RBI, RoC and/or other authorities, as in force on the date of the Offer and to the extent applicable.

Ranking of Equity Shares

The Equity Shares being offered are subject to the provisions of the Memorandum and Articles of Association of the Company and rank pari passu in all respects, including right to receive dividend and other corporate benefits, if any, with the other existing Equity Shares of the Company.

Face Value and Offer Price The Equity Shares with a face value of Rs. 10 each are being offered in terms of this Draft Red Herring Prospectus at an Offer price of Rs. [•] per share. The Company undertakes that at any given point of time there shall be only one denomination for the Equity Shares of the Company.

Compliance with SEBI Guidelines The Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholders

Subject to applicable laws, the equity shareholders have the following rights:

• Right to receive dividend, if declared;

• Right to attend general meetings and exercise voting powers, unless prohibited by law;

• Right to vote on a poll either in person or by proxy;

• Right to receive offers for rights shares and be allotted bonus shares, if announced;

• Right to receive surplus on liquidation;

• Right of free transferability; and

• Such other rights, as may be available to a shareholder of a public company under the Companies Act and Memorandum and Articles of Association of the Company.

For a detailed description of the main provisions of the Company’s Articles of Association dealing with voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting, refer to the section titled “Main Provisions of Articles of Association of the Company” on page 222 of this Draft Red Herring Prospectus.

Market Lot As trading of the Equity Shares is compulsorily in dematerialised mode, the tradable lot is one equity share. Allocation of Equity Shares through this Offer will be done only in electronic form to the successful bidders, subject to a minimum of [•] Equity Shares.

Jurisdiction Exclusive jurisdiction for the purpose of this Offer is with competent courts/authorities in New Delhi, India.

Nomination Facility to the Investor In accordance with Section 109A of the Companies Act, the sole or first bidder, along with other joint bidders, may nominate any one person in whom, in the event of the death of sole bidder or in case of joint bidders, death of all the bidders, as the case may be, the Equity Shares transferred, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the equity share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Shares in the event of his/her death during the minority. A nomination shall stand rescinded upon a sale / transfer / alienation of Equity Shares by the person nominating.





In accordance with section 109B of the Companies Act, any person, who becomes a nominee by the virtue of the provisions of section 109A of the Companies Act, shall upon production of such evidence as may be required by Board,

elect either:

a) to register himself / herself as the holder of the Equity Shares; or

b) to make such transfer of the Equity shares as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with.

Since the transfer of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to make a separate nomination with the Company. Nominations registered with respective depository participant of the applicant would prevail. If the investors require to change the nomination, they are requested to inform their respective depository participant.

Application by Eligible NRIs/ FIIs

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 Foreign Investment Promotion Board, Ministry of Finance in respect of transfer of shares, by way of sale, from residents to nonresidents (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 investee 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.

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, FIIs and Venture Capital funds and all NRI, FII and Venture Capital funds applicants will be treated on the same basis with other categories for the purpose of transfer/ allocation. As per the RBI regulations, OCBs cannot participate in the Issue.

The Equity Shares have not been and will not be registered under the US Securities Act, 1933 (“the Securities Act”) or any states securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold (i) in the United States to “qualified institutional buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside the United States to certain Persons in offshore transactions in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.

The transfer of the Equity Shares to NRI/FIIs shall be subject to the conditions as may be prescribed by the Government of India/RBI while granting such approvals.

Application by Mutual Funds

As per the current regulations the following restrictions are applicable for investments by mutual fund:

No mutual fund scheme shall invest more than 10% of its net asset value in the equity shares or equity related instruments of any company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No Mutual Fund under its scheme should own more than 10% of any company’s paid up capital carrying voting rights.

Further, bidders may bid as per the limits prescribed above.

The above information is given for the benefit of the bidders. Our Company and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen after the date of this Prospectus. Bidders are advised to make their independent investigations and ensure that the number of equity shares bid for do not exceed the applicable limits under laws or regulations.

OFFER STRUCTURE

The present Offer is an offer for sale of 180,000,000 Equity Shares, of Rs. 10 each, for cash at a price of Rs. [•] per Equity Share aggregating Rs. [•] million. Out of this, 18,000,000 Equity Shares are reserved for allocation to employees, directors of the Company and JAL, and 18,000,000 Equity Shares are reserved for allocation to the shareholders of JAL and Jaypee Hotels Limited. The Net Offer to public is 144,000,000 Equity Shares. This Offer is being made through a 100% Book Building Process.

–  –  –

(1) Subject to valid bids being received at or above the Offer Price, under-subscription, if any, in any category, would be allowed to be met with spill-over from any other categories at the discretion of the Selling Shareholder, Company, the BRLMs and the Lead Manager.

* The percentages referred are with reference to the Net Offer to the public in case of QIBs, Non Institutional Bidders and Retail Individual Bidders.

# Any under subscription in Equity Shares reserved for allocation to Permanent Employees and Directors of the Company and JAL as well as the equity shareholders of JAL and Jaypee Hotels Limited would shall be added to this category.

–  –  –

Book Building Procedure The Offer is being made through the 100% Book Building Process wherein up to 50% of the Net Offer to Public shall be available for allocation on a discretionary basis to QIBs. Further at least 25% of the Net Offer to Public shall be available for allocation on a proportionate basis to the Retail Individual Bidders and at least 25% of the Net Offer to Public shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received on or above the Offer Price within the Price Band.

Bidders are required to submit their Bids through the Syndicate Members. The Selling Shareholder in consultation with the BRLMs, reserve the right to reject any Bid from QIBs procured by any or all members of the Syndicate without assigning any reason thereof. In case of Non-Institutional Bidders and Retail Individual Bidders, the Company and the Selling Shareholder shall have a right to reject the Bids only on technical grounds.

Investors should note that Equity Shares would be transferred to all successful allottees only in the dematerialised form. Bidders will not have the option to getting allotment in physical form. The Equity Shares, on allocation, shall be traded only in the dematerialised segment of the Stock Exchange(s).

Bid-Cum-Application Form

Bidders shall only use the specified Bid-cum-Application Form bearing the stamp of a member of the Syndicate for the purpose of making a Bid in terms of this Draft Red Herring Prospectus. The Bidder shall have the option to make a maximum of three Bids in the Bid-cum-Application Form and such options shall not be considered as multiple bids.



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