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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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Prospectus as promoters in the paragraph “Promoters and their Background”:

Our promoter JAL holds entire paid-up share capital of 491,000,600 Equity Shares of Rs.10 each of the Company. After the Offer, this will be reduced to 311,000,600 Equity Shares constituting 63.34% of the Post

Offer Capital which will be subject to lock-in requirements as given below:

–  –  –

Other than the above and the Equity Shares being sold in this Offer, the entire pre-Offer share capital shall be locked in for a period of one year from the date of allocation in this Offer. The total number of equity shares which are locked-in for a period of one year is 212,800,480. The equity shares allotted to/ held by our promoters JAL are fully paid up.

3) Locked in equity shares held by a promoter can be pledged with banks or financial institutions as collateral for loans granted by such banks or financial institutions. Presently, 295 million equity shares of Rs.10 each held by our promoter, JAL are pledged with the Lenders in terms of the provisions of the Loan Agreements. 61million shares included in the 180 million shares which are being offered in the present Offer by JAL, have been released

from pledge by the lenders on the following conditions:

• The 295 million shares held by JAL will continue to be pledged in favour of the Lenders.

• In case the market value of the pledged shares after this Offer and listing of the shares falls below Rs. 3,560 million (to be reviewed every six months), the Company shall bridge the shortfall, either by creating a reserve within a period of three months or the Promoter will furnish a letter of credit/ bank guarantees. The market value of the shares would be determined every six months based on the previous six months average.

• Any default in the above would be treated as an event of default and the Company shall not be able to declare any dividend till the default is cured.

• The Trust and Retention Agreement is to be amended to incorporate the above condition.

4) The Promoters Group/Directors have not purchased and/or sold/financed any shares of the Company during the

past six months except as under:

JAL has acquired 135 million shares of the Company from ICICI Bank Limited in two tranches pursuant to the Shareholders and Buyback Agreement between the parties. The acquisition of first tranche of 25 million shares of face value of Rs.10 each was done at a price of Rs. 17.00 per share on June 30, 2004. The acquisition of second tranche of 110 million shares of face value of Rs. 10 each was done at a price of Rs. 17.75 per share on December 31, 2004. These buy-back prices were calculated as per the formula provided in the said Shareholders and Buyback Agreement. These 135 million shares do not form part of this Offer for Sale.

5) Aggregate Shareholding of Promoter Group/ Directors is as under:

–  –  –

7) Equity Shares held by the top ten shareholders The details of the top ten shareholders of the Company and the number of Equity Shares held by them are as

under:

a) As on the date of and ten days prior to filing this Draft Red Herring Prospectus with SEBI:

–  –  –

8) Buy-back and Standby arrangements The Company/its Directors/ Book Running Lead Managers and Lead Manager have not entered into any buyback/standby arrangements for purchase of Equity Shares of the Company with any person.

9) 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 FIPB, Ministry of Finance, in respect of transfer of shares, by way of sale, from residents to non-residents (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.

10) We have received a “no-objection” letter from the RBI for the participation of Non-resident investors to acquire Equity Shares in the Offer vide 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 and FIIs and all NRI and FII applicants will be treated on the same basis with other categories for the purpose of transfer/ allocation.





11) Permanent Employees and Directors of the Company and JAL as on the cut-off date i.e. [•] would be eligible to apply in this Offer under reservation for Employees and Directors on competitive basis. The number of eligible Permanent Employees and Directors of the Company and JAL as on the cut-off date is [•]. Permanent Employees and Directors of the Company and JAL can also apply in the ‘Net Offer to Public’ and such applications shall not be treated as multiple applications.

12) Equity shareholders of some of our group companies would be eligible to apply as on the cut-off date i.e. [•], in this offer under reservation for shareholders of group companies on competitive basis. The shareholders of JAL and Jaypee Hotels Limited have been identified by our Company to participate in the group company reservation portion. Application by shareholders of our group companies can also be made in the ‘Net Offer to Public’ and such applications shall not be treated as multiple applications.

The unsubscribed portion, if any, in the employee reservation portion and the group company reservation portion will be added back to the Net Offer to the Public.

13) In the Public Offer, in case of oversubscription in all categories, up to 50% of the Net Offer to the public shall be allocated to QIBs on a discretionary basis. Further, at least 25% of the Net Offer shall be available for allocation to non-institutional bidders and at least 25% of the Net Offer shall be available for allocation to retail bidders, on proportionate basis and subject to valid bids being received at or above the Offer Price. Undersubscription, if any, in the Non-institutional, Retail, QIBs or the reserved categories would be allowed to be met with spillover from any other category at the discretion of JAL, the Company and the BRLMs.

14) There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares offered through this Draft Red Herring Prospectus have been listed.

15) At present we do not have any intention or proposal to alter our capital structure for a period of six months from date of opening of the offer, by way of split/consolidation of the denomination of Equity Shares or to make a further issue of Equity Shares (including issue of securities convertible into Equity Shares) whether preferential or otherwise except ESOPs if any or if we enter into acquisition or joint ventures or make investments, in which case we may consider raising additional capital to fund such activity or use equity shares as a currency for acquisition or participation in such joint ventures or investments.

16) As on the date of filing this Draft Red Herring Prospectus with SEBI, there are no outstanding financial instruments or any other right, which would entitle the Promoters or shareholders or any other person any option to receive equity shares after the Offer.

17) We have not issued any Equity Shares out of revaluation reserve or bonus Equity Shares issued out of free reserves or issue of equity shares for consideration other than cash.

18) The Company has not raised any bridge loan against the proceeds of this Offer.

19) At any given point of time there shall be only one denomination of Equity Shares of our Company and the Company shall comply with such disclosures and accounting norms specified by SEBI from time to time.

20) The Company had only seven members on the date of filing of this Draft Red Herring Prospectus with the SEBI

21) The Promoters Contribution brought by persons defined as promoters under the SEBI (DIP) Guidelines in not less than the specified minimum lot.

–  –  –

This being an Offer for Sale by the Selling Shareholder i.e. JAL, aggregating 180,000,000 shares, the object of the Offer is to offer the shares held by the Selling Shareholder to the general public in terms of this Draft Red Herring Prospectus. Further, listing of the Equity Shares of the Company on the stock exchanges will enhance the visibility and also provide liquidity to existing shareholders. It will also provide a market for the equity shares of the Company in India.

The Company will not receive any proceeds from the sale of Equity Shares by the Selling Shareholder.

–  –  –

Pursuant to the requirements of the SEBI (DIP) Guidelines, the discussion on the business of our Company in this Draft Red Herring Prospectus consists of disclosures pertaining to industry grouping and classification. The industry grouping and classification is based on our Company's own understanding and perception and such understanding and perception could be substantially different or at variance from the views and understanding of third parties. The industry data has been collated from various industry and/ or research publications and from information available from the World Wide Web.

Industry, Market and Competitive Environment

The Indian Power Sector Scenario As per the Ministry of Power (“MoP”), Government of India (“GOI”), the all India installed capacity of electric power generating stations was 112,058.42 MW as on March 31, 2004. This total capacity consisted of 29,500.23 MW hydro power based capacity, 77,968.53 MW thermal power based capacity, 2,720 MW nuclear power based capacity and 1,869.66 MW wind power based capacity.

A capacity addition target of 5,202.34 MW consisting of 3,765.00 MW of hydro power and 1,437.34 MW of thermal power was envisaged for the year 2003-04. As against the aforesaid capacity addition target, a capacity addition of 3,951.62 MW consisting of 2,590.00 MW of hydro power and 1,361.62 MW of thermal power was achieved. (Source: MoP website).

The 16th Electric Power Survey (“EPS”) carried out by the Central Electricity Authority has projected a peak demand of 115,705 MW and an energy requirement of 719,097 MU by the end of 10th Five Year Plan (2002-07), while the peak demand and energy requirement by the end of the 11th Five Year Plan (2007-12) has been projected at 157,107 MW and 975,222 MU respectively. The GOI has targeted capacity additions of about 41,000 MW during 10th Five Year Plan. Further, in order to provide power on demand to all consumers by 2012, the GOI plans to add around 100,000 MW of additional capacities during the 10th and 11th Five Year Plan periods. (Source: 16th EPS and Crisinfac report ’State of the Industry’).

Power Infrastructure in India

• Installed Generation Capacities (FY2000 - FY2004) by Generation

–  –  –

• Power Supply Position The country has in the recent past, been experiencing chronic peak shortages of power availability. While the peak shortages have come down from 20.5% in 1992-93 to 12.2% in 2002 -03, overall power shortages have firmed up to 8.8% in 2002-03 from 7.3% in 1992-93. The chart below summarises the power shortage scenario in the country.

–  –  –

20.5 18.0 13.0 12.2 11.5 7.3 7.8 8.8

–  –  –

Hydropower – benefits and development Hydropower is a renewable, economical, non-polluting and environmentally benign source of energy. Hydropower stations have the inherent ability for instantaneous starting, stopping, load variations, etc. and help in improving the reliability of power systems. There is no fuel cost during the life of the project as hydropower generation is a nonconsumptive use of water. The benefits of hydropower as a clean, environment friendly and economically attractive source of energy have been sufficiently recognized. The need for its accelerated development also arises from its capacity of enhanced system reliability and economics of utilization of resources.

Despite the benefits of hydroelectric projects, the share of hydropower has steadily declined in India. At the time of independence, the share of hydropower in the total installed capacity was around 37%, which continued to rise, crossing 50% in the year 1963. The share of hydropower, however, started declining thereafter. Until the late seventies, the share of hydropower remained above 40%, considered to be the ideal hydrothermal mix for meeting the demand in an efficient manner. However, ever since the eighties, the share of hydropower has started declining sharply and at present, the share of hydropower constitutes only about 25% of the overall installed capacity of the country. The graph below shows the trend over the years.

Composition of Power Generating Capacity in India 54% 59% 60% 67% 71% 74% 75% 46% 41% 40% 33% 29% 26% 25%

–  –  –



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