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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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We have long term PPA with HPSEB Our long term PPA with GoHP would provide stability to our operations irrespective of competition and the changing market scenario, during the currency of the PPA. It provides for guaranteed off-take of power generated by us and reimbursement of fixed and variable costs of the power plant by HPSEB.

Our PPA provides for assured Return on Equity in the form of Tariff Our PPA also provides for assured return of 16% p.a. on the equity capital as approved in the AFP and incentives for higher Plant Availability and generation of Secondary Energy up to specified limits.

We draw strength from our promoter lineage We have drawn upon experience of our promoters during the construction of the Power Plant. Our promoter, JAL, has over four decades of experience in undertaking EPC and turnkey contracts in the field of hydropower, as a leading construction company or as leader of consortia / joint ventures, involving generation of over 8,000 MW of power across the country.

Our Power Plant is successfully commissioned Our power plant is the largest private hydro-electric power plant project in the country. We, along with the Jaypee group, have engineered and executed the Power Project from concept to commissioning.

There are no vagaries with respect to raw material costs There are no specific raw material costs involved in the operation of hydro-electric power plant, except to the extent of the free power being provided to HPSEB. Thus we are not exposed to vagaries with respect to raw material costs and changes in raw material prices.

Experienced Management Team We have strong management team. We have recruited managerial and technical personnel with experience in the operation and management of hydro-electric power plants.

Hydropower is a clean, environment friendly and economically attractive source of energy Hydropower is a renewable, economic, non-polluting and environmentally benign source of energy. There is no fuel cost during the life of the project as a hydropower generation is a non consumptive use of water. The benefits of hydropower as a clean, environment friendly and economically attractive source of energy have been sufficiently recognized. Hydropower stations have the inherent ability for instantaneous starting, stopping, load variations etc. and also have capacity of enhanced system reliability and economics of utilization of resources.

We operate our power plant in power deficit northern region of India Tata Energy & Resources Institute has concluded that the power deficit is likely to continue in the northern region of India over the five year period during 2003-04 and 2007-08 and that the deficit is likely to get accentuated in the event the commissioning of the capacity under construction / under planning gets delayed.

QUANTITATIVE FACTORS

–  –  –

4. Minimum Return on Total Net Worth after Offer needed to maintain pre-Offer EPS There is no change in Networth post-offer as this is offloading of the stake by our Promoter JAL

5. Net Asset Value (NAV) per share post-offer and comparison with the Offer Price There is no change in Networth post-offer as this is offloading of the stake by our Promoter JAL

–  –  –

The Offer Price of Rs.[•] has been determined on the basis of the demand from investors through the Book Building process and is justified based on the above accounting ratios.

6. Comparison with Industry Peers*

–  –  –

Consents Consents in writing of: (a) the Directors, the Company Secretary, the Auditors, Legal Advisors, Bankers to the Company and Bankers to the Offer; and (b) The Book Running Lead Manager to the Offer, Lead Managers to the Offer, Escrow Collection Bankers, Registrars to the Offer, Legal Advisors to the Company, JAL (JAL being the Selling Shareholder) and the BRLMs, and Lead Manager, to act in their respective capacities, have been obtained and filed along with a copy of this Draft Red Herring Prospectus with the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh as required under Section 60 and 60B of the Companies Act and such consents have not been withdrawn up to the time of delivery of this Draft Red Herring Prospectus for registration.

M/s. R Nagpal Associates, Chartered Accountants and our statutory auditors have given their written consent to the inclusion of their report in the form and context in which it appears in this Draft Red Herring Prospectus and such consent and report has not been withdrawn up to the time of delivery of this Draft Red Herring Prospectus for registration with ROC.

M/s. R Nagpal Associates, Chartered Accountants, have given their written consent to the tax benefits accruing to the Company and its members in the form and context in which it appears in this Draft Red Herring Prospectus and has not withdrawn the same up to the time of delivery of this Draft Red Herring Prospectus for registration with ROC.

Minimum Subscription This being an Offer for Sale of Equity Shares, the requirement of minimum subscription is not a pre-condition for completion of the Offer and obtaining listing permissions.

Expert Opinion Save as stated elsewhere in this Draft Red Herring Prospectus, we have not obtained any expert opinion.

Changes in Auditors during the last three years and reasons thereof There has been no change in the auditors of the Company in the last three years.





Basis of Allocation (A) For Permanent Employees and Directors of the Company and JAL (the “Employees” for purposes of this paragraph)

• Bids received from the Employees at or above the Offer Price shall be grouped together to determine the total demand under this category. The allocation to all the successful Employees will be made at the Offer Price.

• If the aggregate demand in this reserved category is less than or equal to 18,000,000 Equity Shares at or above the Offer Price, full allocation shall be made to the Employees to the extent of their demand.

• If the aggregate demand in this reserved category is greater than 18,000,000 Equity Shares at or above the Offer Price, the allocation shall be made on a proportionate basis up to a minimum of [•] Equity Shares. For the method of proportionate basis of allotment, refer below.

(B) For Equity Shareholders of JAL and Jaypee Hotels Limited (the “Shareholders of Group Companies” for purposes of this paragraph)

• Bids received from Shareholders of Group Companies at or above the Offer Price shall be grouped together to determine the total demand under this category. The allocation to all the successful Shareholders of Group Companies will be made at the Offer Price.

• If the aggregate demand in this reserved category is less than or equal to 18,000,000 Equity Shares at or above the Offer Price, full allocation shall be made to the Shareholders of Group Companies to the extent of their demand.

• If the aggregate demand in this reserved category is greater than 18,000,000 Equity Shares at or above the Offer Price, the allocation shall be made on a proportionate basis up to a minimum of [•]Equity Shares. For the method of proportionate basis of allotment, refer below.

(C) For Retail Individual Bidders

• Bids received from the Retail Individual Bidders at or above the Offer Price shall be grouped together to determine the total demand under this category. The allocation to all the successful Retail Individual Bidders will be made at the Offer Price.

• The Offer size less allocation to Non – Institutional Bidders and QIBs shall be available for allocation to Retail Individual Bidders who have bid in the Offer at a price, which is equal to or greater than the Offer Price.

• If the aggregate demand in this category is less than or equal to 36,000,000 Equity Shares at or above the Offer Price, full allocation shall be made to the Retail Individual Bidders to the extent of their demand.

• If the aggregate demand in this category is greater than 36,000,000 Equity Shares at or above the Offer Price, the allocation shall be made on a proportionate basis up to a minimum of [•] Equity Shares. For the method of proportionate basis of allotment, refer below.

• Any under subscription in the reserved categories for employees and directors of the Company and JAL and equity shareholders of JAL and Jaypee Hotels Limited would be added to this category.

(D) For Non - Institutional Bidders

• Bids received from Non-Institutional Bidders at or above the Offer Price shall be grouped together to determine the total demand under this category. The allocation to all successful Non-Institutional Bidders will be made at the Offer Price.

• The Offer size less allocation to Retail Individual Bidders and QIBs shall be available for allocation to NonInstitutional Bidders who have bid in the Offer at a price, which is equal to or greater than the Offer Price.

• If the aggregate demand in this category is less than or equal to 36,000,000 Equity Shares at or above Offer Price, full allocation shall be made to Non-Institutional Bidders to the extent of their demand.

• In case the aggregate demand in this category is greater than 36,000,000 Equity Shares at or above the Offer Price, allocation shall be made on a proportionate basis upto a minimum of [•] Equity Shares. For the method of proportionate basis of allotment refer below.

(E) For QIBs

• Bids received from the QIBs at or above the Offer Price shall be grouped together to determine the total demand under this category. The allocation to all the successful QIBs will be made at the Offer Price.

• The Offer size less allocation to Retail Individual Bidders and Non – Institutional Bidders shall be available for allocation to QIBs who have bid in the Offer at a price, which is equal to or greater than the Offer Price.

• The allocation would be broadly decided based on the quality of the Bidder determined by the size, price and date of the Bid.

• The aggregate allocation to QIB Bidders shall be upto 72,000,000 Equity Shares.

JAL and the Company, in consultation with the BRLMs and Lead Manager would have the discretion for any allocation to QIBs.

Method of Proportionate Basis of Allocation In the event the Offer is over-subscribed, the basis of allotment to Retail Individual Bidders and Non-institutional Bidders shall be finalised by JAL and the Company in consultation with The National Stock Exchange of India Limited (“NSE”), which is the Designated Stock Exchange for this purpose. The Executive Directors or Managing Directors of the BSE/NSE along with the BRLMs/Lead Manager and the Registrar to the Offer shall be responsible for ensuring that the basis of allotment is finalised in a fair and proper manner.

The transfer shall be made in marketable lot, on a proportionate basis as explained below:

a. Bidders will be categorised according to the number of Equity Shares applied for.

b. The total number of Equity Shares to be allocated/ transferred to each category as a whole shall be arrived at on a proportionate basis which is the total number of Equity Shares, applied for in that category (number of bidders in the category multiplied by the number of shares applied for) multiplied by the inverse of the oversubscription ratio.

c. Number of Equity Shares to be allocated/ transferred to the successful Bidders will be arrived at on a proportionate basis, which is total number of Equity Shares, applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio.

d. In all Bids where the proportionate allotment is less than [•] Equity Shares per Bidder, the transfer shall be

made as follows:

• Each successful Bidder shall be allocated/ transferred a minimum of [•] Equity Shares; and

• The successful Bidders out of the total Bidders for a category shall be determined by draw of lots in a manner such that the total number of Equity Shares transferred/allocated in that category is equal to the number of Equity Shares calculated in accordance with (b) above.

e. If the proportionate allotment/allocated to a Bidder works out to a number that is more than [•] but is not a multiple of [•] (which is the lot size for allocation), the number in excess of the multiple of [•] would be rounded off to the higher multiple of [•] if that number is [•] or higher. If that number is lower than [•], it would be rounded off to the lower multiple of [•]. All Bidders in such categories would be allocated/ transferred Equity Shares arrived at after such rounding off.

f. If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares allocated/ transferred to the Bidders in that category, the remaining Equity Shares available for transfer shall be first adjusted against any other category, where the allotted shares are not sufficient for proportionate allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising Bidders applying for minimum number of Equity Shares.

Expenses of the Offer

The expenses of the Offer inclusive of brokerage, fees payable to the BRLMs, Lead Manager, Syndicate Members, other advisors to the Offer, fees of Legal Advisors, stamp duty, printing, publication, advertising and distribution expenses, bank charges, fees payable to the Registrars to the Offer, and other miscellaneous expenses is estimated to be approximately 4.50% to 5.00% of the Offer Size. In addition, the Selling shareholder, at its discretion may pay incentive upto 0.5% of the Offer Size to the BRLMs.

All cost and expenses relating to the Offer including costs relating to road shows, hotel and travel expenses of JHPL personnel etc. shall be borne by the Selling Shareholder, save and except to the extent JHPL is required to bear certain expenses, under law, e.g. listing fees.

Fees Payable to Book Running Lead Managers The total fees payable to the Book Running Lead Managers will be as per the Letter of Engagement dated January 23, 2005, a copy of which is available for inspection at the Head Office of the Company.



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