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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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Article 122 provides that a notice may be served by the Company on any Member either personally or by sending it by post to him to his registered address, or if he has no registered address in India to the address, if any, within India supplied by him to the Company for giving of notice to him.

Persons entitled to notice of General Meeting Article 123 provides that notice of every General Meeting shall in addition to the Members and Auditors of the Company in accordance with the provisions of the Act, be given to Directors of the Company.

Omission of notice not to invalidate proceedings Article 124 provides that any accidental omission to give notice to, or the non-receipt of notice by any Member or other person to whom it should be given shall not invalidate the proceedings at the meeting.

Service of documents by advertisement Article 125 provides that a document advertised in a newspaper circulating in the neighbourhood of the Registered Office of the Company shall be deemed to be fully served on the day on which the advertisement appears, on every Member of the Company who has no registered address in India and has not supplied to the Company an address within India for giving of notice to him.

Where a document is sent by post, service thereof shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the document and to have been effected in the case of a notice of meeting at the expiration of 48 hours after the letter containing the same is posted and in any other case, the time at which the letter would be delivered in the ordinary course of post.

Service of documents on legal representatives

Article 126 provides that a document may be served by the Company to the persons entitled to a share in consequence of the death or insolvency of a Member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or assignees of the insolvent or by any like description, at the address, if any in India supplied for the purpose by the persons claiming to be so entitled, or until such an address has been so supplied, by serving the document in any manner in which the same might have been served if the death or insolvency had not occurred.

Document or notice by Company and signature thereto Article 127 provides that any document or notice to be served or given by the Company may be signed by a Director or secretary or some person duly authorised by the Board of Directors for such purposes and the signature thereto may be written, printed or lithographed or stamped.

Authentication of documents and proceedings Article 128 provides that save as otherwise expressly provided in the Act, or these Articles a document or proceeding requiring authentication by the Company may be signed by a director, Chief Executive, the Manager, the Secretary or a duly Authorised Officer of the Company and need not be under its Common Seal.

Transferee etc. bound by prior notices

Article 129 provides that every person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which previously to his name and address being entered on the Register has been duly given to the person from whom he derived his title to such share.

Notice valid though Members deceased

Article 130 provides that subject to the provisions of Articles herein mentioned, any notice or document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding such Member be then deceased and whether or not Company has notice of his demise, be deemed to have been duly served, in respect of any registered share, whether held solely or jointly with other persons by such Member, until some other person be registered in his stead as the holder or joint-holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his or her heirs, executors or administrators and all persons, if any, jointly interested with him or her in any share.

Secrecy Clause No shareholder to enter the premises of the Company without permission Article 134, inter alia, provides that subject to Article 119, no member or other person (other than a Director) shall be entitled, to enter the property of the Company or to inspect or examine the Company's premises or properties or the books of accounts of the Company without the permission of the Board of Directors of the Company for the time being or to require discovery of or any information respecting any detail of the Company's trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interest of the Company to disclose or communicate.

Indemnity

Article 135, inter alia, provides that every officer or agent for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 633 of the Companies Act, in which relief is granted to him by the court.





Subject to the Section 201 of the Act, no Director or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Directors or officer or for joining in any receipt or other act for conformity or for any loss or expenses happening to the Company through the insufficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any moneys, securities or effects shall be deposited or for any loss occasioned by any error or judgement or oversight on his part, or for any other loss, damage or misfortune whatever, which shall happen in the execution of the duties of his office or in relation thereto.

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or contracts entered into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed material have been entered or to be entered into by the Company. These contracts, copies of which have been attached to the copy of this Draft Red Herring Prospectus have been delivered to the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh at Jalandhar, for registration and also the documents for inspection referred to hereunder, may be inspected at the Head Office of the Company located at JA Annexe, 54, Basant Lok, Vasant Vihar, New Delhi - 110 057, from 10.00 a.m. to 4.00 p.m. on working days from the date of this Draft Red Herring Prospectus until the date of closure of the Offer.

A. Material Contracts

1. Letter of Engagement dated January 23, 2005 from the Company and the Selling Shareholder appointing UTI Bank Limited, JM Morgan Stanley Private Limited and ICICI Securities Limited as BRLMs, and Allianz Securities Limited as Lead Manager and their acceptance thereto.

2. Memorandum of Understanding dated February 4, 2005 between the Company, the Selling Shareholder the BRLMs, and the Lead Manager to the Offer.

3. Letter dated February 1, 2005 appointing Karvy Computershare Private Limited to act as Registrar to the Offer.

4. Memorandum of Understanding dated February 4, 2005 between the Company, the Selling Shareholder and Karvy Computershare Private Limited, as Registrars to the Offer.

5. Escrow Agreement dated [•] between the Company, the Selling Shareholder, BRLMs, Lead Manager, Escrow Collection Bank and the Registrar to the Issue.

6. Underwriting Agreement dated [•] between the Company, the Selling Shareholder, BRLMs, Lead Manager and the Members of the Syndicate.

7. Syndicate Agreement dated [•] between the Company, the Selling Shareholder, BRLMs, Lead Manager and the Members of the Syndicate.

8. Tripartite Agreement between the Company, NSDL and [•] dated [•].

9. Tripartite Agreement between the Company, CDSL and [•] dated [•].

B. Documents for Inspection

1. The Memorandum and Articles of Association of the Company, as amended from time to time.

2. Certificate of Incorporation of the Company dated December 21, 1994.

3. Certificate of Commencement of Business dated January 9, 1995.

4. Power Purchase Agreement dated June 4, 1997 between Jaiprakash Hydro-Power Limited and Himachal Pradesh State Electricity Board, along with the amendment thereto.

5. Resolution of the Board of Directors of the Company, passed at its Meeting held on January 23, 2005 authorizing the Offer for Sale by the Selling Shareholder.

6. Certified true copy of the Board of Directors /Committee of Directors resolution of JAL passed on January 22, 2005 authorising the Offer for Sale of shares held by it in the Company.

7. The report of R. Nagpal Associates, the statutory auditors, dated January 23, 2005 prepared as per Indian GAAP and mentioned in this Draft Red Herring Prospectus together with copies of balance sheet and profit and loss account of the Company referred to therein.

8. Consent dated January 23, 2005 from R. Nagpal Associates for inclusion of their names as the statutory auditors and of their reports on accounts in the form and context in which they appear in this Draft Red Herring Prospectus.

9. The Tax Benefit Report dated January 23, 2005 from the Company’s statutory auditors.

10. Consent of Directors, Legal Advisors of the Company/JAL, Legal Advisors for BRLMs/Lead Manager, the Syndicate Members, Registrars to the Offer, Escrow Collection Bankers, Bankers to the Offer, Bankers to the Company, Company Secretary and Compliance Officer as referred to in their specific capacities.

11. General Power of Attorney executed by Directors of the Company in favour of person(s) for signing and making necessary changes to this Draft Red Herring Prospectus.

12. Resolution of the Members of JHPL passed at the Annual General Meeting held on September 18, 2004 appointing M/s R. Nagpal Associates as statutory auditors for the year 2004-05.

13. Resolution of the meeting of the Board of Directors of the Company held on January 23, 2005 for the reconstitution of Audit Committee and formation of Shareholders’/ Investor Grievance Committee

14. Resolution of the meeting of the Board of Directors of the Company held on September 25, 2004 for the reconstitution of Remuneration Committee.

15. Resolution of the meeting of the members of the Company passed at their Extra-ordinary General Meeting held on January 12, 2005 appointing Mr. Jaiprakash Gaur as Chairman and Managing Director of the Company and approving his remuneration.

16. Resolution of the meeting of the Board of Directors of the Company, passed at its meeting held on September 28, 2000 approving the appointment and remuneration payable to Mr. J. N. Gaur, whole-time Director.

17. Resolution of the meeting of the Board of Directors of the Company, passed at its meeting held on June 28, 2004 approving the appointment and remuneration payable to Mr.R.K. Narang, whole-time Director.

18. Due Diligence Certificate dated [•] addressed to SEBI from UTI Bank Limited, ICICI Securities Limited and JM Morgan Stanley Private Limited, SEBI observation Letter Nos. [•] dated [•], in-seriatim reply dated [•] and fresh Due Diligence Certificate dated [•].

19. In-principle listing approval dated [•] and [•] issued by NSE and BSE respectively.

20. Initial listing application dated [•] and [•], for listing the Equity Shares at NSE and BSE respectively.

21. Letter dated December 4, 2002 issued by GoHP to the Company, inter alia, granting in-principle approval for completion cost to be frozen at Rs. 15,500 million, and rejecting the request of the Company from being let of from the Power Purchase Agreement.

22. Minutes of the meeting of the Lenders of the Company held on April 21, 2004 regarding re-alignment of interest and repayment schedule.

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if so required in the interest of the Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

DECLARATION BY THE COMPANY AND JAIPRAKASH ASSOCIATES LIMITED

All the relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of India or the guidelines issued by Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the rules and regulations made thereunder or guidelines issued thereunder, as the case may be.

SIGNED BY THE DIRECTORS OF THE COMPANY

Mr. Jaiprakash Gaur Mr. Sarat Kumar Jain* Mr. Manoj Gaur Mr. Sunil Kumar Sharma* Mr. Jagdishwar Nath Gaur Mr. Gopi K Arora* Dr. Ramesh C. Vaish* Mr. Balkrishan Batra* Mr. Bal Krishna Gupta* Mr. Dattaram Gopal Kadkade Mr. Narendra Singh* Mr. Bal Krishna Taparia* Mr. Dharmender Nath Davar* Mr. Rangi Lal Gupta Mr. Shyam Datt Nailwal Mr. Raj Kumar Narang *through their constituted attorney Mr. Shyam Datt Nailwal

SIGNED ON BEHALF OF THE SELLING SHAREHOLDER

Mr. Manoj Gaur Mr. Suren Jain

SIGNED BY THE CHAIRMAN OF THE COMPANY

Mr. Jaiprakash Gaur

SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE COMPANY

Mr. Raj Kumar Narang Date: February 4, 2005 Place: New Delhi

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