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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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• JAL 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 JAL 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 the Escrow Bank(s) appointed by us / the Selling Shareholder, from the Escrow Account in terms of the Escrow Agreement and payable at par at places where bids are received. Bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the bidders.

Offer Programme Bidding Period/ Offer Period

–  –  –

Bids and any revision in bids shall be accepted only between 10 a.m. and 3 p.m. (India time) during the Bidding Period as mentioned above at the bidding centres mentioned on the Bid cum Application Form except that on the Bid Closing Date, the Bids shall be accepted only between 10 a.m. and 1.00 p.m. (India time) and uploaded till such time as may be permitted by the BSE and the NSE on the Offer Closing Date.

Revision to the Price Band during the Bidding/ Offer Period, if any, shall be done in accordance with SEBI (DIP) Guidelines. The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately precending sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the Price Band disclosed in the Red Herring Prospectus. In case of revision in the Price Band, the Offer Period will be extended for three additional days after revision of Price Band subject to a maximum of thirteen days.

STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES AMONGST BRLMS, AND THE

LEAD MANAGER TO THE OFFER

The Responsibilities and coordination for various activities in this Offer have been distributed amongst the BRLMs, and

Lead Manager as under:

–  –  –

OFFER MANAGEMENT TEAM

Book Running Lead Managers UTI Bank Limited Central Office, Maker Towers ‘F’ 11th Floor, Cuffe Parade, Colaba, Mumbai - 400 005 Tel.: (22) 2218 9106 - 9 Fax.: (22) 2216 2467 E-mail: utibmbd@utibank.co.in JM Morgan Stanley Private Limited 141 Maker Chambers III Nariman Point Mumbai - 400 021 Tel.: (22) 5630 3030 Fax.: (22) 2202 8224 Email: jhpl-ipo@jmmorganstanley.com ICICI Securities Limited ICICI Centre H. T. Parekh Marg Churchgate, Mumbai - 400 020 Tel.: (22) 2288 2460 Fax.: (22) 2282 6580 E-mail: jhpl_ipo@isecltd.com

LEAD MANAGER

Allianz Securities Limited 33, Vaswani Mansion, 6th Floor, Dinsha Vachha Road, Churchgate, Mumbai - 400 020 Tel.: (22) 2287 0580 Fax.: (22) 2287 0581 Email: jhpl.ipo@aslfinancial.com

SYNDICATE MEMBERS

[•]

JAIPRAKASH HYDRO-POWER LIMITED

REGISTERED OFFICE

C-16, Lane 1, Sector 1, SDA Housing Colony, New Shimla – 171 009, India

COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. M. M. Sibbal, Company Secretary Jaiprakash Hydro-Power Limited ‘JA House’, 63, Basant Lok, Vasant Vihar, New Delhi – 110 057 Tel.: (11) 2614 1540, 2614 7411 Fax.: (11) 2614 5389, 2614 3591 Email: jhpl.ipo@jalindia.co.in Investors can contact the abovementioned compliance officer or the Registrar to the Offer in case of any issue related queries such as non-receipt of letters of allotment/ share certificates / refund orders, etc.

REGISTRAR TO THE OFFER

Karvy Computershare Private Limited Karvy House, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500 034 Tel.: (40) 2331 2454 Fax.: (40) 2331 1968 Email: jphydro.ipo@karvy.com

LEGAL ADVISOR TO THE COMPANY AND JAL

M/s. Khaitan & Jayakar Sud Budhiraja & Vohra Solicitors and Advocates D-41, Defence Colony New Delhi – 110 024 Tel.: (11) 3094 4972 /73 /74, 5155 2824 /25 Fax.: (11) 5151 0266/67

AUDITORS TO THE COMPANY

M/s. R. Nagpal Associates Chartered Accountants B-8/14, Vasant Vihar New Delhi - 110 057 Tel.: (11) 2614 6892 Fax.: (11) 2614 8150

BANKERS TO THE OFFER AND ESCROW COLLECTION BANKERS

UTI Bank Limited Statesman House Barakhamba Road New Delhi - 110001 ICICI Bank Limited Capital Market Division 30 Mumbai Samachar Marg Fort, Mumbai - 400001 IDBI Bank Limited Corporate Office Tradeview, Oasis Complex Kamala City, P.B.Marg Lower Parel (W), Mumbai 400 013 Citibank N. A.

Fort House, 4th Floor Unit No. 1, 224, Dr. D.N. Road Fort, Mumbai – 400 001

LEGAL ADVISOR TO THE BOOK RUNNING LEAD MANAGERS AND THE LEAD MANAGER

M/s. Crawford Bayley & Co State Bank Buildings, 4th Floor N.G.N. Vaidya Marg Fort, Mumbai – 400 023 Tel.: (22) 2266 3713 Fax.: (22) 2266 3978

BANKERS TO THE COMPANY

ICICI Bank Limited 9A, Connaught Place, New Delhi – 110 001 Oriental Bank of Commerce 43, Basant Lok, Vasant Vihar, New Delhi – 110 057 State Bank of India 15th Floor, Vyapar Bhavan, Tolstoy Marg, New Delhi – 110 001 Bank of Baroda 11th Floor, Corporate Banking Division, Bank of Baroda Building Parliament Street, New Delhi – 110 001 Central Bank of India The Mall, Shimla – 171 001 Punjab National Bank The Mall, Shimla – 171 001 Credit Rating As the Offer is of Equity Shares, credit rating is not required.





Trustees As the Offer is of Equity Shares, the appointment of Trustees is not required.

Book Building Process Book building refers to the collection of bids from investors, on the basis of this Draft Red Herring Prospectus including the Price Band. The Offer Price being fixed after the Bid Closing Date. The principal parties involved in the Book

Building Process are:

1. The Company/ Selling Shareholder

2. The Book Running Lead Managers in this case being UTI Bank Limited, JM Morgan Stanley Private Limited and ICICI Securities Limited

3. The Lead Manager in this case being Allianz Securities Limited

4. The Syndicate Members who are intermediaries registered with SEBI and eligible to act as underwriters. The BRLMs and the Lead Manager appoint the syndicate members.

5. Escrow Collection Banks

6. Registrar to the Offer SEBI, through its guidelines, has permitted an offer of securities to the public through 100% Book Building Process, wherein: (i) upto 50% of the net offer to the public shall be allocated on a discretionary basis to QIBs; (ii) not less than 25% of the net offer to the public shall be available for allocation on a proportionate basis to Non-institutional Bidders;

and (iii) not less than 25% of the net offer to the public shall be available for allocation on a proportionate basis to Retail Individual Bidders, i.e. Individual bidders (including HUFs and NRIs) whose maximum Bid Amount is not more than Rs. 50,000 subject to valid Bids being received at or above the Offer Price. The Offer Price will be ascertained after the Bid Closing Date.

Pursuant to amendments to the SEBI (DIP) Guidelines, QIB Bidders are not allowed to withdraw their Bid (s) after the Bid/ Offer closing date.

The Company and the Selling Shareholder shall comply with the guidelines issued by SEBI for this Offer. In this regard, the Company and the Selling Shareholder have appointed Book Running Lead Managers and the Lead Manager to procure subscription to the Offer.

The process of book building, under the SEBI guidelines, is relatively new and the investors are advised to make their own judgement about investment through this process prior to making a Bid in the Offer.

Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely for illustrative purposes and is not specific to the Offer) Bidders can bid at any price within the price band. For instance, assume a price band of Rs. 20 to Rs. 24 per share, offer size of 3,000 equity shares and receipt of five bids from bidders out which one bidder has bid for 500 shares at Rs. 24 per share while another has bid for 1,500 shares at Rs. 22 per share. A graphical representation of consolidated demand and price would be made available at the bidding centers during the bidding period. The illustrative book given below shows the demand for the shares of the Company at various prices and is collated from bids from various investors.

–  –  –

The price discovery is a function of demand at various prices. The highest price at which the Selling Shareholder is able to offer the desired number of shares is the price at which the book cuts off i.e. Rs. 22 in the above example. The Selling Shareholder, in consultation with the BRLMs, will finalise the Offer price at or below such cut off price, i.e. at or below Rs. 22. All bids at or above this Offer price and cut off bids are valid bids and are considered for allocation in the respective categories.

Steps to be taken by the Bidders for bidding:

• Check whether he/ she is eligibility for bidding (please refer to the paragraph "Offer Procedure - who can bid" on page 191of this Draft Red Herring Prospectus);

• Ensure that the Bidder has a demat account; and

• Ensure that the Bid cum Application Form is duly completed as per instructions given in this Draft Red Herring Prospectus and in the Bid cum Application Form.

Underwriting Agreement

After the determination of the Offer Price and allocation of our Equity Shares but prior to filing of the Prospectus with the RoC, the Company and the Selling Shareholder will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Offer. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLMs, and the Lead Manager shall be responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfill their underwriting obligations.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

–  –  –

The above-mentioned is indicative underwriting and this would be finalized after the pricing and actual allocation. The above underwriting agreement is dated [•].

In the opinion of the Selling Shareholder and our Board of Directors (based on a certificate given to them by the BRLMs, Lead Manager and the Syndicate Members), the resources of all the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. All the above-mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as Brokers with the Stock Exchanges. The Board of Directors of JAL and the Company have accepted the Underwriting Agreement mentioned above at their meetings held on [•] and [•], 2005 respectively and JAL and the Company have issued letters of acceptance to the Underwriters accordingly.

Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments.

Notwithstanding the above table, the BRLMs, the Lead Manager and the Syndicate Members shall be severally responsible for ensuring payment with respect to equity shares allocated to investors procured by them. In the event of any default, the respective underwriter, in addition to other obligations defined in the underwriting agreement, will also be required to procure/subscribe to the extent of the defaulted amount. Allocation to QIBs is discretionary as per the terms of this Draft Red Herring Prospectus and may not be proportionate in any way and the patterns of allocation to the QIBs could be different for the various Underwriters. For further details for allocation please refer to the section titled “Statutory and Other Information - Basis of Allocation” on page 213 of this Draft Red Herring Prospectus.

–  –  –

(a) The Authorised Share Capital of the Company was Rs. 3,000 million divided into 300,000,000 Equity Shares of Rs.10 each aggregating Rs.

3,000 million. In the extraordinary general meeting held on April 19, 2000, the shareholders passed a special resolution for enhancing the Authorised Share Capital to Rs. 5,000 million divided into 500,000,000 Equity Shares of Rs.10 each aggregating Rs.5,000 million.

(b) The Offer has been approved by JAL vide its Board Resolution dated January 22, 2005. The details of the Equity Shares being offered in the

Offer by JAL is as under:

–  –  –

The shares being offered have been held for more than one year at the time of filing this Draft Red Herring Prospectus with SEBI as required under the SEBI (DIP) Guidelines and are free from any encumbrances and/or pledge.

(c) The equity shareholders of JAL as on [•] and Jaypee Hotels Limited as on [•] would be eligible to apply in this Offer under reservation for shareholders of group companies on competitive basis.

Notes forming part of the Capital Structure:

1) Share Capital History of the Company

–  –  –

(a) These Equity Shares were allotted to Our Promoters, JAL (erstwhile JIL), pursuant to subscription of Rs.1,750 million by them which were raised by them by way of a rights issue in 1993.

(b) These Equity Shares allotted to ICICI Bank Limited had paid-up value of Rs.5 per share on allotment and were made fully paid up on payment of balance amount of Rs.5 per share in two calls on March 15, 2003 and July 31, 2003.

(c) These Equity Shares allotted to our promoters JAL had paid-up value of Rs.5 per share on allotment and were made fully paid up on payment of balance amount of Rs.5 per share in two calls on March 15, 2003 and March 26, 2003.

(d) Entire shareholding of 135 million shares held by ICICI Bank Limited has been acquired in two tranches by JAL on June 30, 2004 and December 31, 2004 respectively, in terms of the Shareholders’ and Buy-back Agreement between JAL and ICICI Bank.

2) The Promoters’ Contribution and lock-in in respect of promoters whose name figures in this Draft Red Herring



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