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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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PAN or GIR Number Where the maximum Bid for Equity Shares by a Bidder is for the total value of Rs. 50,000 or more, i.e. the actual numbers of Equity Shares Bid for multiplied by the Bid Amount is Rs. 50,000 or more, the Bidder or, in the case of a Bid in joint names, each of the Bidders should mention his or her Permanent Account Number (PAN) allotted under the Income Tax Act 1961 or where the same has not been allotted, the General Index Register (GIR) Number and the Income-Tax Circle, Ward or District. In case neither the PAN nor the GIR number has been allotted, the Bidders must mention “Not allotted” in the appropriate place. Bid-cum-Application Forms without this information will be considered incomplete and are liable to be rejected.

Our Right to Reject Bids

The Company, the Selling Shareholder and the members of the Syndicate reserve the right to reject any Bid without assigning any reason thereof in case of QIBs. In case of Non-Institutional Bidders and Retail Individual Bidders, the Selling Shareholder, the Company, the BRLMs and Lead Manager have a right to reject bids based on technical grounds. Consequent refunds shall be made by cheque or pay order or draft and will be sent to the bidder’s address at the Bidder’s risk.

Grounds for Technical Rejections

Bidders are advised to note that Bids are liable to be rejected on, among others, the following technical grounds:

1. Amount paid doesn’t tally with the highest number of Equity Shares bid for;

2. Bank account details (for refund) are not given;

3. Age of First Bidder not given;

4. Bid by minor;

5. PAN or GIR Number not given if Bid is for Rs. 50,000 or more;

6. Bids for lower number of Equity Shares than specified for that category of investors;

7. Bids at a price less than lower end of the Price Band;

8. Bids at a price more than the higher end of the Price Band;

8. Bids at cut-off price by Non-Institutional and QIB Bidders;

Bids for number of Equity Shares, which are not in multiples of •@;

9.

10. Category not ticked;

11. Multiple bids as defined on page 206 of this Draft Red Herring Prospectus;

12. In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted;

13. Signature of sole and / or joint bidders missing;

14. Bid-cum-Application Form does not have the stamp of the BRLMs, and Lead Manager or Syndicate Members;

15. Bid-cum-Application Form does not have Bidder’s depository account details;

16. Bid-cum-Application Forms are not delivered by the Bidders within the time prescribed as per the Bid-cumApplication Form, Bid/Offer Opening Date advertisement and this Draft Red Herring Prospectus and as per the instructions in this Draft Red Herring Prospectus and the Bid-cum-Application Form; or 17. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations. For further details please refer to the section titled “Terms of the Offer” on page 185 of this Draft Red Herring Prospectus.

18. Bids accompanied with Stockinvests;

19. Bids by OCBs; or 20. Bids by U.S. residents or U.S. persons.

21. Any other reason which the BRLMs, Lead Manager or the Selling Shareholder deem necessary.

Equity Shares in Dematerialised Form with NSDL or CDSL

As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Offer shall be transferred only in a de-materialised form, (i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode).

In this context, two bipartite agreements have been signed between our Company and the Depositories:

• an agreement dated [•] with NSDL and [•]

• an agreement dated [•] with CDSL and [•] All bidders can seek allocation only in dematerialised mode. Bids from any investor without relevant details of his or her depository account are liable to be rejected.

a) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the Depository Participants of either NSDL or CDSL prior to making the Bid.

b) The Bidder must necessarily fill in the details (including the Beneficiary Account Number and Depository Participant’s Identification number) appearing in the Bid-cum-Application Form or Revision Form.

c) Equity shares allotted to a successful Bidder will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the Bidder

d) Names in the Bid-cum-Application Form or Revision Form should be identical to those appearing in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.

e) Non-transferable allocation advice or refund orders will be directly sent to the Bidder by the Registrar to this Offer.

f) If incomplete or incorrect details are given under the heading ‘Request for Equity Shares in electronic form’ in the Bid-cum-Application Form or Revision Form, it is liable to be rejected.

g) The Bidder is responsible for the correctness of his or her demographic details given in the Bid-cumApplication Form vis-à-vis those with his or her Depository Participant.





h) It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL and CDSL. All the Stock Exchanges where our Equity Shares are proposed to be listed have electronic connectivity with CDSL and NSDL.

i) The trading of the Equity Shares of the Company would be in dematerialised form only for all investors.

j) As this Offer comprises of Offer for Sale by the existing shareholders of JHPL, investors are advised to instruct their Depository Participants to accept the Equity Shares that may be allocated to them pursuant to this Offer.

Communications All future communications in connection with Bids made in this Offer should be addressed to the Registrar to the Offer quoting the full name of the sole or First Bidder, Bid-cum-Application Form number, number of Equity Shares applied for, date, bank and branch where the Bid was submitted and cheque, draft number and issuing bank thereof.

Despatch of Refund Orders The Company shall ensure despatch of refund orders of value over Rs. 1,500 by registered post or speed post only and adequate funds for the purpose shall be made available to the Registrar to the Offer by the Selling Shareholder.

Undertaking by the Selling Shareholder and the Company

The Selling Shareholder and the Company undertake as follows:

• that the complaints received in respect of this Offer shall be attended to by the Company and the Selling Shareholder expeditiously and satisfactorily;

• that all steps will be taken for the completion of the necessary formalities for listing and commencement of trading at all the stock exchanges where the Equity Shares are proposed to be listed within seven working days of finalisation of the basis of allotment;

• that the funds required for despatch of refund orders or allocation advice by registered post or speed post shall be made available to the Registrar to the Offer by us/Selling Shareholder;

• that the refund orders or allocation advice to the NRIs or FIIs shall be dispatched within specified time; and

• that no further issue of Equity Shares shall be made till the Equity Shares Offered through this Draft Red Herring Prospectus are listed or until the bid monies are refunded on account of non-listing, under-subscription etc.

Utilisation of Offer Proceeds The Selling Shareholder certifies that all monies received out of the Offer shall be transferred to a separate Bank Account other than the bank account referred to in sub-section (3) of Section 73 of the Companies Act.

The Selling Shareholder shall not have recourse to the Offer Proceeds until the approval for trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received.

Procedure and Time Schedule for Transfer of Equity Shares The Selling Shareholder, the Company and the members of the Syndicate reserve the right to reject any Bid without assigning any reason thereof in case of QIBs. In case of Non-Institutional Bidders and Retail Individual Bidders, the Selling Shareholder and we have a right to reject bids based on technical grounds. In case a Bid is rejected in full, the whole of the Bid Amount will be refunded to the Bidder within 15 days of the Bid/Offer Closing Date. In case a Bid is rejected in part, the excess Bid Amount will be refunded to the Bidder within 15 days of the Bid/Offer Closing Date.

The Selling Shareholder and our Company will ensure allocation of the Equity Shares within 15 days from the Bid/Offer Closing Date, and we/the Selling Shareholder shall pay interest at the rate of 15% per annum (for any delay beyond the periods as mentioned above), if transfer is not effected, refund orders, are not dispatched and/ or demat credits are not made to investors within two working days from the date of allotment.

Disposal of Applications and Applications Money

The Selling Shareholder and the Company shall ensure dispatch of allocation advice, transfer advice or refund orders and give benefit to the Beneficiary Account with Depository Participants and submit the documents pertaining to the allocation to the Stock Exchanges within two working days of date of finalisation of allocation of Equity Shares. The Selling Shareholder and we shall dispatch refund orders, if any, of value up to Rs. 1,500, “Under Certificate of Posting”, and shall dispatch refund orders above Rs. 1,500, if any, by Registered Post or Speed Post at the sole or First Bidder’s sole risk.

We shall use best efforts to ensure that all steps for completion of the necessary formalities for allocation and trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within seven working days of finalisation of the basis of allotment.

In accordance with the Companies Act, the requirements of the stock exchanges and SEBI Guidelines, JAL and the

Company further undertake that:

• Despatch refund orders within 15 days of the Bid/Offer Closing Date would be ensured; and

• The Selling Shareholder shall pay interest at 15% per annum (for any delay beyond the 15-day time period as mentioned above), if transfer is not made, refund orders are not dispatched and/or demat credits are not made to investors within the 15-day time prescribed above.

• Transfer of Equity Shares shall be made only in dematerialised form within 15 days of the Bid/Offer Closing Date.

The Selling Shareholder will provide adequate funds required for dispatch of refund orders or allocation advice to the Registrar to the Offer. Refunds will be made by cheques, pay orders or demand drafts drawn on a bank appointed by the Selling Shareholder or our Company as a refund banker and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders.

No separate receipts shall be issued for the money payable on the submission of Bid-cum-Application Form or Revision Form. However, the collection center of the members of the Syndicate will acknowledge the receipt of the Bid-cum-Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid-cum-Application Form for the records of the Bidder.

Interest on Refund of Excess Bid Amount

The Company and / or the Selling Shareholder shall pay interest at the rate of 15% per annum on the excess Bid Amount received by the Selling Shareholder if refund orders are not dispatched within 15 days from the Bid/Offer Closing Date as per the Guidelines issued by the Government of India, Ministry of Finance pursuant to their letter No.

F/8/S/79 dated July 31, 1983, as amended by their letter No. F/14/SE/85 dated September 27, 1985, addressed to the stock exchanges, and as further modified by SEBI’s Clarification XXI dated October 27, 1997, with respect to the SEBI Guidelines.

Restrictions on Foreign Ownership of Indian Securities

Foreign investment in Indian securities is regulated through the industrial policy of the Government of India, or the Industrial Policy and FEMA. While the industrial policy prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy. FEMA regulates the precise manner in which such investment may be made. As per current foreign investment policies, foreign direct investment up to 100% is allowed in companies in the infrastructure and power generation sector. When required, the government bodies responsible for granting foreign investment approvals are the Foreign Investment Promotion Board of the Government of India (“FIPB”) and the RBI. As per the present regulations, under the portfolio investment scheme the maximum permissible FII investment in our Company can be up to 24% of the equity capital. This can be raised to 100% by the adoption of a special resolution of our shareholders; however, as of the date hereof, no such resolution has been recommended to our shareholders for adoption.

–  –  –

The Offer Price will be determined by the Selling Shareholder in consultation with the Company, the BRLMs and the Lead Manager on the basis of assessment of market demand for the offered Equity Shares by way of Book Building.

You should read the following summary with the section titled “Risk Factors” on page xi of this Draft Red Herring Prospectus and the more detailed information about us and our financial statements included in this Draft Red Herring Prospectus. The trading price of our equity shares could decline due to these risks and you may lose all or part of your investment.

QUALITATIVE FACTORS



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