Jaypee Infrateach Limited-4

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Jaypee Infratech Limited - Yamuna Expressway
Proposal for Debt Financing
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Financial Advisor & Arranger:
ICICI Bank Ltd. 3
SBI Capital Markets Ltd. 0
Axis Bank Ltd. 0
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July, 2009
Jaypee lnfratech Limited Private & Confidential
Appraisal Memorandum
IMPORTANT NOTICE
This Project Information Memorandum (PIM) contains proprietary and confidential
information regarding Jaypee Infratech Limited (JIL). The PIM has been prepared by ICICI
Bank Limited (ICICI), Axis Bank Limited (AXIS) & SBI Capital Markets Limited (SBICAP)
based on the information provided by JIL and the published information available.
The financial projections in the PIM have been prepared for the limited purpose of
circulation among the potential lenders based on the information made available by JIL.
The financial projections represent, to the best of knowledge and judgment, JIL's
expected financial position, results of operations and cash flow situation for the projection
period. These projections are subject to changes in economic conditions, legislation and
other Force-Majeure circumstances. There will usually be differences between projected
and actual results because events and circumstances do not occur as expected, and
those differences may be material. Under the circumstances, no assurance can be
provided that the assumptions or data, upon which these projections have been based,
are accurate or whether these business-plan projections will actually materialize.
Neither ICICI, AXIS, SBICAP nor any of the directors, employees or advisors make any
expressed or implied representation or warranty and no responsibility or liability is
accepted by any of them with respect to the estimates or forecasts set forth in this PIM or
the underlying assumptions on which they are based or any credit decision taken on the
basis of this PIM. Nothing contained herein is, or shall be relied upon as a promise or
representation regarding the historic or current position or performance of the Company
or any future events or performance of the Company. This PIM is divided into chapters &
sub-sections only for the purpose of reading convenience. Any partial reading of this PIM
may lead to inferences, which may be at divergence with the conclusions and opinions
based on the entirety of this PIM.
This PIM is furnished on strictly confidential basis and is for the sole use of the person /
company to whom it is addressed. Neither this PIM, nor the information contained herein,
should be reproduced or passed to any person or used for any other purpose other than
stated above.
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TABLE OF CONTENTS
INTRODUCTION 8
1.1 Company Background 8
1.2 Present Proposal 8
1.3 Sponsor Overview 9
1.4 Traffic Analysis 10
1.5 Project Cost and Funding Structure 10
1.6 Brief Terms and Conditions of Debt Facility 11
PROJECT SPONSOR 14
2.1 Brief Background 14
2.2 Business Strategy 15
2.3 Engineering and Construction 16
2.4 Manufacture and marketing of cement 20
2.5 Real Estate development 22
2.6 Hospitality 22
2.7 Capital Structure & Share Holding Pattern 23
2.8 Board of Directors 24
2.9 Debt Profile 24
2.10 Key Financials 25
2.11 Other Group Companies 27
2.11.1 Power Generation and Transmission 27
2.11.2 Expressways and Highways 28
2.11.3 Hospitality & Sports 29
PROJECT DETAILS 31
3.1 Project Company Particulars 31
3.2 Organization & Management of JIL 32
3.2.1 Capital Structure 32
3.2.2 Board of Directors 32
3.2.3 Organization Structure & Key Executives 33
3.3 Description of the Project 34
3.4 Brief on Yamuna Expressway Industrial Development Authority 35
3.5 Yamuna Expressway 36
3.5.1 Location of the Yamuna Expressway 36
3.5.2 Land requirement 38
3.5.3 Characteristics of the area 38
3.5.4 Expressway Alignment 39
3.5.5 Details around the proposed alignment 41
3.5.6 Project scope 41
3.5.6.1 Pre-construction activities 41
3.5.6.2 Scope of Construction Work 42
3.6 Real Estate Development 48
CONTRACTUAL DOCUMENTS 49
4.1 Concession Agreement 49
4.2 Yamuna Expressway Lease Agreement 56
4.3 Lease Agreement of Developable Land 56
5. EXPRESSWAY EXECUTION STRATEGY 58
5.1 Contractual Structure for Project Implementation 58
5.2 Works Contract 58
5.3 Execution Strategy 61
5.4 Impact on Environment 63
5.5 Permits and Approvals 63
5.6 Project Insurance 64
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5.6.1 Construction Phase Insurance 64

5.6.2 Operations Phase Insurance 65
5.7 Implementation Schedule & Current Status 65
5.8 Operation and Maintenance (O&M) Arrangements 66
TRAFFIC STUDY 68
6.1 Background 68
6.2 Scope of Services 68
6.3 Traffic Studies and Analysis 69
6.3.1 Traffic Surveys 69
6.3.2 Road Network Characteristics 70
6.3.3 Average Daily Traffic 70
6.3.4 Origin-Destination Survey 71
6.4 Traffic Growth Rate Estimation 72
6.5 Expressway Traffic Estimation 74
REAL ESTATE DEVELOPMENT 76
7.1 Background 76
7.2 Objective & Methodology 76
7.3 Scope of Report 76
7.3.1 Real Estate Overview of the city, incorporating 76
7.3.2 Residential/Commercial/Retail market dynamics 76
7.3.3 Location Analysis 77
7.3.4 Assessment of Development Scenarios 77
7.4 Analysis of Macroeconomic Environment 77
7.4.1 Current Global Economic Downturn 77
7.4.2 Indian Economy 77
7.4.3 Real Estate Overview 78
7.4.4 Uttar Pradesh - Overview & Opportunities 79
7.5 Analysis of Microeconomic Environment 79
7.5.1 Yamuna Expressway 79
7.5.2 Special Development Zones 80
7.5.3 Jaypee Greens Development 81
7.6 Location Analysis 82
7.6.1 SWOT Analysis 82
7.6.1.1 Noida 82
7.6.1.2 Agra 83
7.6.1.3 Dankaur/ Jaganpur 83
7.6.1.4 Mirzapur Village 84
7.6.1.5 Tappal 84
7.7 Development Scenario 84
7.7.1 Township Development - Economic Drivers 85
7.7.2 Development Scenarios 86
PROJECT COST & MEANS OF FINANCE 88
8.1 Project Cost 88
8.2 Means of Finance 89
PROJECTED FINANCIAL INDICATORS 90
9.1 Key Financials 90
9.2 Sensitivity 90
RISK FACTORS & MITIGANTS 91
CONCLUSION 95
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ANNEXURE I - DETAILED TERMS & CONDITIONS 96

ANNEXURE II - DEBT PROFILE OF JAL 105
ANNEXURE III -DETAILED FINANCIALS OF JAL 109
ANNEXURE IV - BRIEF PROFILE OF THE BOARD OF DIRECTORS OF JIL 111
ANNEXURE V - ORGANISATION CHART 114
ANNEXURE VI - PROPOSED ORGANOGRAM OF PMC 115
ANNEXURE VII - PROPOSED ORGANOGRAM OF MONITORING YEAM OF JAL 116
ANNEXURE VIII - BRIEF PROFILE OF CONSULTANTS 117
ANNEXURE IX - ASSUMPTIONS USED FOR PROJECTING FINANCIALS OF JIL 119
ANNEXURE X - DETAILED PROJECTED FINANCIALS OF JIL 122
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ABBREVIATIONS
ADT Average Daily Traffic

BOO Built Own Operate
BOT Build Operate Transfer
CA Concession Agreement
CAGR Compounded Annual Growth Rate
CAR Contractor's All Risk
CMA Cement Manufacturers Association
COD Commercial Operations Date
DC Design Consultant
DPR Detailed Project Report
DSCR Debt Service Coverage Ratio
DSRA Debt Service Reserve Account
ECB External Commercial Borrowing
FAR Floor Area Ratio
FC Financial Closure
FM Force Majeure
GACL Gujarat Anjan Cement Ltd
GoD Government of Delhi
Gol Government of India
GoUP Government of Uttar Pradesh
HEL Himalayan Expressway Ltd
IPP Independent Power Producer
IRC Indian Roads Congress
IRR Internal Rate of Return
JAL Jaiprakash Associates Ltd
JIL Jaypee Infratech Ltd
JIIL Jaiprakash Industries Ltd
JRCL Jaypee Rewa Cements Ltd
JCL Jaypee Cements Ltd
JVPL Jaypee Ventures Private Ltd
Km Kilometer
LD Liquidated Damages
LE Lenders' Engineer
LoA Letter of Acceptance
MDR Major District Road
NCD Non Convertible Debentures
N-GN Noida Greater Noida
O&M Operations and Maintenance
OD Origin-Destination
PAT Profit after tax
PBDIT Profit before depreciation interest tax
PBT Profit before tax
PMT Project Management Team
RTL Rupee Term Loan
ROW Right of Way
SEZ Special Economic Zone
SH State Highway
SPV Special Purpose Vehicle
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TEZ Taj Economic Zone

TRA Trust and Retention Account

YEA Yamuna Expressway Industrial Development Authority

WPI Wholesale Price Index
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1. INTRODUCTION
1.1 Company Background
Jaypee Infratech Limited ("JIL"/"the Company"/"Concessionaire") is a Special Purpose
Vehicle (SPV) promoted by Jaiprakash Associates Ltd., the flagship company of Jaypee
group to construct the 6-lane access controlled expressway (extendable upto 8-lane) from
Noida to Agra in the state of Uttar Pradesh ("Yamuna Expressway"/"Expressway"). Yamunp
Expressway Industrial Development Authority (YEA), the nodal agency set up by Government
of UP to plan and construct the proposed expressway connecting the city of Agra with
Noida, has also granted the Concessionaire the rights to develop 25 million sq. metres of land
along the proposed Expressway for commercial, amusement, industrial, institutional and
residential development.
YEA followed international #1 : filjtive
. bidding process for the selection of Concessionaire
for the expressway project. on the lowest concession period of 36 years from the date
of COD quoted by Jaypee Group, the project was awarded to them in January 2003. As per
the Concession Agreement (CA) executed in February 2003, the Concessionaire shall
develop and build the Expressway in a period of 7 years and maintain, collect toll on the
same for a period of 36 years from COD.
The Concessionaire could not commence the construction of the Expressway immediately
following award of the project because of the delay in land acquisition. YEA subsequently
started transferring land to the Company in 2006 and the Company commenced the
construction of the Expressway from January 2008.
1.2 Present Proposal

The project envisages construction of access controlled 6-lane (extendable upto 8 lane)
concrete pavement Expressway connecting the city of Agra and Noida. The Expressway is a
virgin alignment and is proposed to take off on the existing Noida-Greater Noida Expressway
near the PGA standard Jaypee Greens Golf Course. Thereafter, it passes by the side of
Gautam Budh University at Kasna, proposed Taj Economic Zone and Taj International Hub
Airport, Aligarh-Khair-Palwal road near Tappal, Hathras-Raya-Mathura road near Raya,
Mathura-Sadabad road and ends near NH2 at Etmadpur village which is about 165.537 Km
from the zero point. It may be noted that as per the CA, the length of the Expressway is
envisaged to be 160 km. However, as per the DPR accepted by the YEA, the length of the
expressway is envisaged to be 165.537 Km based upon the actual alignment.
YEA has already handed over all the land (3991 acres) required for the construction of the
expressway and approx 41 acres out of 753 acres for the interchanges/structures to the
company. YEA is in the process of acquiring the remaining land required for the
interchanges. The cost estimated for the acquisition of remaining land has also been
incorporated in the project cost. Company has already paid Rs. 831 crores out of Rs. 900
crores required to be paid to YEA for the above land.
In addition, the CA also provides that YEA shall grant the Concessionaire rights for
development of 2500 hectares (6175 acres) of land at five different locations along the
Yamuna Expressway to generate the non-toll revenue in the form of real estate
development. As per the CA, the said land shall be made available by YEA to the
Concessionaire at the actual acquisition cost. The sites for the land for development, its
location and status of transfer are as under:
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1235 acres in Noida at about 6 Km on the existing 1150 acres already transferred to JIL. The
Expressway from Noida to Greater Noida transfer of the remaining 85 acres is in
progress.
1235 acres in Dankaur at about 8 to 11 Km Yet to be transferred. For 300 acres of land,
proposed Yamuna Expressway Section 6 has been promulgated. For the
remaining 935 acres of land, Section 4 has
been promulgated
1235 acres between Dankaur and proposed Taj Yet to be transferred. Section 4 of the Land
Economic Zone (TEZ), at about 15 to 18 Km of Acquisition Act has been promulgated
proposed Yamuna Expressway.
1235 acres on both sides between proposed Taj Yet to be transferred. Section 4 of the Land
International Airport Hub and Tappal, at about 42 Acquisition Act has been promulgated
to 46 Km of proposed Yamuna Expressway.
1235 acres on both sides of proposed Yamuna Yet to be transferred. Section 4 of the Land
Expressway, at about 158 to 165 Km of proposed Acquisition Act has been promulgated
Yamuna Expressway.
Some of the key provisions of the CA are -

Concession period of 36 years from COD.
Construction period of seven years from the date of execution of CA or to be any
such date as may be permitted by YEA. The construction of the project could not start
because of the delay in transfer of land to the Company by YEA, Company has
approached YEA for extension of construction period and subsequently received the
said extension upto April 2013.
JIL shall be paying YEA a nominal Lease Rental of Rs. 100 per hectare per year of total
land every year during the concession period.
Right of way shall be made available to JIL by YEA free from all encumbrances.
Provision of mortgage of land for expressway, including land for interchanges, and
real estate development to banks/financial institutions.
Termination payments under different events of default and Force Majeure events.
Grants leave and license to the Concessionaire to use 23.80 km existing expressway
between Noida-Greater Noida, already constructed and opened for general public
by GOUP, during the Concession period in lieu of the capital cost for the said stretch
being treated as an unsecured loan to the Concessionaire to be repaid in 15 equal
installments from the 11 th year of the Concession.
The business model of the company is based on earning revenues from traffic on the
Expressway and development of land, as an integral part of the Expressway project as
per the Concession Agreement. To assess each revenue stream, JIL has appointed
individual consultants. The Company has appointed M/s Design Aid in association with
M/s TPA Engineering Consultancy (I) Pvt. Ltd. as the Traffic Consultant. It has appointed
M/s Cushman & Wakefield as the consultant for real estate development of the project.
1.3 Sponsor Overview

Jaiprakash Associates Limited (JAL)
Jaiprakash Associates Limited is a part of Jaypee group, which had a turnover in excess
of USD $ 1 bn in FY 2009. It holds 98.86% shareholding in JIL.
Jaiprakash Associates Limited, promoted by Shri Jaiprakash Gaur and his associates, is the
flagship company of Jaypee Group (the Group). The Group is a diversified industrial
group with significant interests in the areas of civil engineering & construction, cement
manufacturing, power, real estate & expressways, hospitality & golf courses and
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education. The group has net assets in excess of Rs. 20,000 crore and net worth to the
tune of Rs. 6,000 crore.
1.4 Traffic Analysis

Design Aid was appointed as Traffic Consultant for conducting the traffic survey. Their
scope covered conducting traffic study to establish the tollable traffic volumes by vehicle
type and toll category along the project corridor and also forecast the same for horizon
years. Being a virgin alignment the consultant had to estimate the traffic, which could be
diverted from the existing national highway and development traffic generated from
various residential, commercial and industrial developments all along the alignment of
the Yamuna Expressway.
Based on the traffic and travel characteristics, gathered through primary surveys as well
as secondary data, the road network characteristics (existing as well as future planned)
and the future infrastructure developments in the project influence area, the traffic that is
likely to use the proposed expressway is composed of two elements:
Divertible Traffic: Traffic expected to divert from other alternative routes to the
Yamuna expressway. Analysis of OD data reveals that there are two clear categories
of traffic those have potential to divert on to the proposed expressway. These are
Inter NH movements and Traffic between NH and adjoining areas of Delhi.
Development/New Generated Traffic: Traffic expected to be generated on the
Yamuna expressway because of new developmental activities along the corridor and
in the Project Influence Area.
The passenger traffic (Car/Jeep/Taxi) on the Project Road is expected to be about 63% of
the total vehicular traffic (tollable and non-tollable combined). Amongst the freight
vehicles, 3-axle and multi-axle trucks are the dominant vehicle type.
The Project road 165.537 km long traverses through the districts of Gautam Budh Nagar,
Ghaziabad, Bulandshahr, Aligarh, Hathras, Mathura and Agra in the state of Uttar
Pradesh. Noida region has witnessed significant pace of growth in the past few years and
the development is spreading to regions like Greater Noida and Dhankaur on the
Expressway. Noida and Greater Noida have become home to world-class companies in
industries like automobiles, auto-components, outsourcing, consulting, IT and retail. Many
development schemes like factories, SEZs, residential townships and industrial complexes
are being planned and announced in the catchment areas of the Expressway. All these
local growth factors are expected to push the traffic growth on the project Expressway to
significant levels.
1.5 Project Cost and Funding Structure

The total cost of completion of the project is estimated at Rs. 9739.29 crore. The same is
proposed to be funded through a Debt: Equity mix of 1.60. The total equity contribution
for the project is proposed at Rs. 3739.29 crore, which includes Rs. 1489.29 crore of real
estate surplus during construction period.
Out of the total debt requirement of Rs. 6000 crore, JIL has already tied up Rs. 3000 crore
from ICICI Bank and has approached ICICI Bank, Axis Bank and SBICAP for raising the
balance senior debt requirement aggregating Rs. 3000 crore by way of rupee terms
loans. The Average Debt Service Coverage Ratio (DSCR) is projected at 2.38.
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1.6 Brief Terms and Conditions of Debt Facility

The following provides the brief indicative terms and conditions of the facility to be
syndicated. The detailed terms and conditions is provided in Annexure I
Project The Project involves Design, Engineering, Finance, Construction, Operation and
Maintenance of 165 Km long 6-lane Expressway along with the associated structures
between Noida and Agra on BOT basis in the state of UP (Yamuna Expressway
Project (YEP)) and acquisition of around 6175 acres of land at Noida, Tappal,
Mirzapur, Dankaur and Agra for Real Estate Development.
Project Jaiprakash Associates Ltd. (JAL)
Sponsors
Borrower Jaypee lnfratech Ltd ("JIL" or "Borrower")
Shareholding JAL - 98.86%
structure Others - 1.14%
Scheduled April 1, 2011
COD of YEP
Project Cost & The total expenditure for the Project is estimated to be approx. Rs. 9739.29 crore
Facility ("Total Project Cost") as under:
Description Amount (Rs. in crs.)

Cost of land for Expressway 900.00
Cost of land for Development 1719.00
Cost of construction of Expressway 5300.00
Preliminary & Preoperative Expenses 240.00
Contingencies 230.00
Interest During Construction 1350.29
Total Project Cost 9739.29
The RTL facility is Rs. 3000.0 crore, in addition to Rs. 3000 crore of term debt
sanctioned by ICICI Bank. The RTL facility shall be used for part financing the
aforesaid Total Project Cost.
Debt Facilities Rs. 3000 crore
and Sizes
Senior Lenders ICICI Bank and other banks/ financial institutions participating in the RTL facility
9. Equity The total equity requirement ("Equity") of Rs. 3739.29 crore for the Project will be
Commitment & contributed in JIL by way of:
Shareholder
Promoter's Equity Rs. 1500.00 crore
Undertakings
IPO/ Sponsor Support Rs. 750.00 crore
Internal Accruals Rs. 1489.29 crore
(from Real Estate Development)
JAL agrees to provide a Sponsor's Undertaking to contribute any shortfall in the
Equity component, proposed to be infused through IPO and Internal Accruals, from
their own sources.
In the event the promoter contribution for the Project is brought in the form other
than equity/internal accruals, then the repayment/ redemption of such amount
shall be subordinated to servicing of term debt from Lenders and the Borrower will
furnish an undertaking in this regard.
10. Upfront Fee The Borrower shall pay a one time up-front fee at the rate of 0.25% of the
Aggregate Facility Amount, plus applicable service tax thereon, on the date of
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execution (Execution Date) of Facility Documents.

Interest Rate The Borrower shall, until the Loans are fully paid off, pay to the Senior Lenders:
- Floating interest rate linked to respective bank's PLR, with an effective rate of
12.50% p.a. on the date of documentation, payable monthly with interest spread
reset option every 12 months.
The first such interest spread reset will take place on the expiry of 12 months from
the date of first disbursement.
The interest as above, shall be payable by the Borrower in arrears on the 1 s, of each
month (each an Interest Payment Date). Such interest shall become payable from
the first Interest Payment Date falling after the date of first disbursement.
The Borrower shall pay interest tax / other levies / duties, if any, applicable over and
above the rates mentioned above.
Moratorium Loan Tenor: Door-to-door tenor of 15 Years starting from September 2009 (Q2 of
and FY 2010) and including the balance construction period of 21 months and ending
Repayment on the last repayment date (Jun 30, 2024).
The Borrower shall repay the Loan in 53 quarterly instalments, starting from Ql FY
2012 (Apr-Jun 2011) and ending in Q1 FY 2025 (Apr-Jun 2024).
13. Security The Security will be created in favour of the Security Trustee/ Agent, for the benefit of
Stipulations "Senior Lenders". The Term Debt Facility (together with all interest, liquidated
damages, fees, remuneration payable to either the Security Trustee), costs, charges,
expenses and other monies and all other amounts stipulated and payable to the
Lenders shall be secured by
I. Charges / Mortgages / Pledge
A first charge by way of Registered Mortgage on:
Land acquired for constructing the Yamuna Expressway; and
Land admeasuring approx. 889 acres (439 acres at Noida and 150 acres each
at Tappal, Mirzapur & Dankaur) acquired for Real Estate Development.
A first charge / assignment:
by way of hypothecation of all movable fixed assets, both present and future
of the Yamuna Expressway Project;
of all the receivables/ revenues of the Yamuna Expressway Project ;
on all intangible assets, including, but not limited to the goodwill, undertaking
and uncalled capital of the Yamuna Expressway Project;
on the Trust & Retention Account (TRA) and the Debt Service Reserve Account
of the Yamuna Expressway Project.
Pledge of 51% shares of the total issued share capital of the Borrower (in
compliance with Sec 19 (2) of Banking Regulation Act);
Personal Guarantee of Shri Manoj Gam
A first charge by way of assignment or creation of Security Interest on
all the right, title, interest, benefits, claims and demands whatsoever of the
Borrower under the Concession Agreement and the Yamuna Expressway
Project Documents.
all the rights, title, interest, benefits, of the Borrower for Yamuna Expressway
Project in licenses, permits, approvals, consents.
iii. all the right, title, interest, benefits, claims and demands whatsoever in the
insurance contracts/policies/insurance proceeds, procured by the Borrower
or procured by any of its contractors favouring the Borrower for the Yamuna
Expressway Project.
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iv. all the right, title, interest, benefits, claims and demands whatsoever in any
guarantees, liquidated damages, letter of credit or performance bond that
may be provided by any counter-party under any Project Contract in favour
of the Borrower for Yamuna Expressway Project.
II. Reserve Accounts
Debt Service Reserve (DSR): From the COD, the Borrower shall maintain in the
Debt Service Reserve Account ("DSRA") an amount equivalent to the next 3
months of principal and interest ("DSRA Amount").
The intial DSRA Amount shall be maintained in fund based manner and any
incremental DSRA Amount may be maintained either in fund based or by way of
BG.
III. Guarantees & Undertakings

JAL shall furnish an undertaking to cover the shortfall in the repayment of Loan in
the event of termination of the Concession Agreement or occurrence of any
Force Majeure Event during the concession period.
JAL shall furnish an undertaking for the timely servicing of the Loan in the event of
any shortfall during the currency of the Loan.
JAL shall furnish a shortfall undertaking (to bring in additional funds in a form &
manner satisfactory to the Senior RTL Lenders) for cases of any cost overrun and
/or gap in means of financing, if any.
JAL shall undertake and ensure infusion of fund in a form & manner acceptable
to the lenders at the end of each financial year if the DSCR for the facility for the
preceding 12 month period is less than 1.10 to restore it to 1.10.
JAL shall undertake and ensure infusion of fund in a form & manner acceptable
to the lenders in case of shortfall in the cash flows required to be routed by the
Borrower through TRA, equivalent to minimum of 1.5 times of the debt servicing
obligations of the next three months, in addition to the cash flow required for the
operations, maintenance and other expenditure, if any in the normal course of
business, during the currency of the loan in operation period.
JAL shall furnish an undertaking to retain management control of the Borrower
and retain a minimum of 51% shareholding in JIL during the tenure of the Facility.
The aforesaid security shall be shared on pari-passu basis between the lenders under
the proposed Facility and existing term debt of Rs. 3000 crore from ICICI Bank.
The security shall be created within 180 days from the date of the execution of facility
documents. In the event of non-creation of the security within the said period, penal
interest at the rate of 1.0% p.a. on the disbursed amount shall be charged, from the
date of first disbursement till the date of creation of security.
Land parcels of 150 acres each at Tappal, Mirzapur & Dankaur; forming the part of
security, are yet to be acquired. Security in respect of this will be created within 90
days of acquisition/CLU. Otherwise, penal interest as mentioned above will be
applicable on the outstanding loan for the period beyond 90 days from acquisition,
for which security is not created.
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2. PROJECT SPONSOR
2.1 Brief Background
Jaiprakash Associates Limited (JAL), the Project Sponsor, promoted by Shri Jaiprakash
Gaur and his associates, is the flagship company of Jaypee Group. The Group is a
diversified industrial group with significant interests in the areas of civil engineering &
construction, cement manufacturing, power, real estate, expressways, hospitality & golf
courses and education. JAL was formed through the amalgamation of Jaiprakash
Industries Limited (JIL) into its then subsidiary Jaypee Cement Limited (JCL) with effect
form 1 St April 2002. JCL was renamed Jaiprakash Associates Limited with effect from 1 1 th
March 2004.
JAL is the operating entity for significant part of the cement business, E&C, and part of
real estate business while it is the holding company for Jaiprakash Hydro-Power Limited,
Jaiprakash Power Ventures Limited, Jaypee Karcham Hydro Corporation Limited, its
subsidiaries for the BOO hydro-power projects. Jaypee Hotels Ltd. is the subsidiary for the
hospitality business; Jaypee Cement Ltd. is the subsidiary for one of its cement expansions
at Gujarat and Andhra Pradesh; Himalayan Expressway Ltd. is the subsidiary for Zirakhpur-
Parwanoo Expressway Project and Jaypee Ganga Infrastructure Corporation Ltd. is the
subsidiary for Ganga Expressway Project. The company was formed by the
amalgamation of Jaiprakash Industries Limited (JIIL) into its then subsidiary Jaypee
Cement Limited. The amalgamation was effective from 1 St April 2002. JCL was renamed
Jaiprakash Associates Limited with effect from 11 th March 2004.
Jaiprakash Industries Limited (JIIL) was formed in 1986 following the amalgamation of
Jaiprakash Associates Private Limited, a well-established civil engineering and
construction company and Jaypee Rewa Cement Limited (JRCL), a 1 million ton cement
plant in Madhya Pradesh. In 1995, of Bela Cement Limited was incorporated and a 1.7
million ton cement plant then operated by JIIL was hived off to Bela Cement Limited and
the same was renamed as Jaypee Cement Limited (JCL). In April 2001, the remaining 2.5
million ton cement plant operated by JIIL was also hived off to JCL, which prior to the
amalgamation carried on all of the Group's cement manufacturing business. The purpose
of the amalgamation of JIIL and JCL was to consolidate the existing construction and
cement manufacturing and marketing businesses of the Group.
JAL is one of India's leading cement manufacturers and is currently expanding its cement
capacities. With the commissioning of all projects under implementation by JAL as well as
those in Joint Venture and under its subsidiaries, the cement manufacturing capacity of
the Group will increase to 33.50 MMTPA in India by FY 2011-2012. In its Construction
division, JAL has projects with a total original contract value of Rs. 39,046.77 crore
(excluding Yamuna Expressway Project which is a Cost Plus Contract) under development
and the contract value pending execution is Rs. 34,023.44 crore (including Yamuna
Expressway Project) as on 31.03.2009.
Jaypee Greens Limited, a company engaged in operating an international standard golf

course and development of real estate, was merged with JAL with effect from 1 April
2005. Jaypee Greens has since become a division of JAL. This merger was pursuant to the
terms of the scheme of amalgamation approved by the shareholders and creditors of the
Company and as sanctioned by the High Court of Judicature at Allahabad, on 8 August
2006.
The Board of JAL had inter-alia constituted a Committee to examine and suggest various
options of restructuring of the Company including amalgamation of Jaypee Hotels Ltd.,
Jaiprakash Enterprises Ltd., Jaypee Cement Ltd. and Gujarat Anion Cement Ltd.;
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companies having synergy with the business of JAL. The meeting of the creditors and
shareholders of the merging entities have already taken place as per the direction of the
Hon'ble Court of Judicature at Allahabad and accordingly the Scheme of
Amalgamation had been approved by the Hon'ble Court on 15 Th May, 2009. The
effective date of the amalgamation is 1st April 2008.
2.2 Business Strategy

In order to take advantage of the opportunities arising in the infrastructure and power
sectors in India, the Group has embarked upon a growth strategy, which includes, inter
alia, expanding its engineering and construction business, as well as increasing cement
production capacity. In relation to its engineering and construction business, JAL's
strategy is to place particular focus on hydro-power projects (both as a construction
company and as an Independent Power Producer (IPP), whilst also looking to capitalize
on opportunities in emerging infrastructure development projects, including projects
being undertaken on a Build-Own-Operate (BOO) basis/ Build-Own-Transfer (BOT) basis,
and to seek opportunities in relation to highways and expressway projects, and real
estate development.
JAL has diversified into the rapidly growing real estate sector and is presently developing
a unique golf centric real estate development through Jaypee Greens, a division of JAL,
at Greater Noida, and proposes to develop a total of 8 million sq. ft of real estate. The
Yamuna Expressway Project coupled with the Real Estate Development, involving
development of a 165km six lane access controlled expressway linking Agra to Noida and
development of 6,175 acres of land at five locations for commercial, industrial,
institutional, residential and amusement purposes further provides the Group with
extensive real estate development opportunities. JAL has also been awarded a contract
for construction of a 1047 km expressway in Uttar Pradesh.
After establishing a satisfactory presence in the development of hydro-power projects as

an Engineering Procurement and Construction (EPC) contractor and on a Built-Operate-
Own (BOO) basis, the company is now entering into other areas related to the energy
sector including, amongst others, the development of thermal power projects, oil & gas
exploration, coal mining and reconnaissance surveys with a focus on developing into an
integrated power player.
JAL intends to focus on undertaking medium to large river valley/hydro-power projects on

an EPC contract basis, whereby the company takes the responsibility not only for the
design, construction, testing and commissioning of civil and hydro-mechanical works, for
which the company possesses the capacity, expertise and experience, but also for the
design, construction, testing and commissioning of electro-mechanical works through
joint venture partners. In addition, the company also intends to leverage on its strength in
engineering and construction in relation to hydropower projects to continue to look at
opportunities to undertake hydro-power projects on a BOO basis.
In view of the Government's encouragement of hydro-power projects to meet the

current energy supply demand imbalance and to meet projected increases in power
demands and to rebalance the thermal power/hydro-power mix, the company expects
that there will be increased business opportunities in the hydro-power sector, both on an
EPC contract basis and on a BOO basis. The company's success in the hydropower sector
in integrating its strengths in engineering, technology, project management and
construction expertise together with its large well-trained workforce and its highly
specialized machinery, plant and equipment, provides it with a significant competitive
advantage.
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The Group's principal areas of activities are categorized into the following segments:
2.3 Engineering and Construction
JAL has been involved in the construction of major engineering projects in India for over
30 years, specialising in complex hydro-power and river valley projects. In the year ended
31 st March 2009, the total income of the Company contributed by the engineering and
construction segment amounted to Rs 2,909.4 crore, compared with Rs. 1,772.2 crore in
the year ended 31 5' March 2008. Three large projects - the Srisailam Project, the Karcham
Wangtoo Project and the Yamuna Expressway Project are in advanced stages of
implementation and have contributed significantly to the increase in revenues.
JAL has completed a number of projects in India and abroad, e.g. the Baspa Stage II 300
MW hydro electric project and the Chamera Stage II 300 MW hydro electric project, both
in Himachal Pradesh, the 400MW Vishnuprayag Project in Uttrakhand, the 250 MW Canal
Head Power House of Vadgam Saddle Dam in Gujarat, the 1,000 MW Indira Sagar Project
in Madhya Pradesh, the 390 MW Dul Hasti Hydroelectric Project in Jammu & Kashmir and
the Head Race Tunnel and Power House Complex of 1,020 MW Tala Hydroelectric Project
in Bhutan. The two hydro-power projects in Himachal Pradesh and the Vishnuprayag
Project in Uttrakhand were executed on an EPC contract basis. Details of major work
completed by the Engineering and Construction Division of JAL are as under:
Year Project Major Works Completed

Left Main canal; cross drainage works; tail race
1974 Ukai Dam Project channel
Excavation of spillway, Power House; cut-off wall
1977 Salal Hydro-electric Project (1974); Reinforced Protection Wall (1977)
Garwhal-Rishikesh Chilla Hydel
1979 project- Veerbhadra Barrage Channel works and concrete Barrage works
Earth dam; and mine road (1979); hole dam
1981 Kudremukh Iron Ore Project (1981)
1985 Brahmaputra Road Bridge Approach bank and guide bind bund
Excavation of Sardar Sarovar Dam foundation
(1981) Fault Zone treatment of Dam Foundation
(1984)Construction of blocks 1 to 20 of Sardar
1986 Sardar Sarovar (Narmada) Project Sarovar Dam (1986)
Two diversion tunnels(1986); river bed excavation;
and and fill placement of upstream coffer dam
(1990); Foundation excavation (1991);and fill
1986 Tehri hydro-electric project placement excavation of chute spillway(1997)
1987 Karjan reservoir project Concrete gravity dam
Indira Sarovar (Bodhghat)Hydro- Two Adit tunnels and excavation of Power House
1987 electric project pit
Merchant and wire rod rolling mill; raw material
1989 Vishakapatnam steel plant handling station; and peripheral boundary wall
1989 Sardar Sarovar (Narmada)) Project Four Rockfill Dams and link Channels
Trunk Sewer (1983); Sewerage Network in Bagdad
1991 Sewerage Projects in Iraq
(1986); and Technical Training Centre (1991)
Concrete gravity dam and lining of Diversion
1993 Chamera Hydro-electric Project Tunnel
Raising height of existing Lakya Earth Dam and
1994 Kudremukh Iron Ore project construction of tunnel spillway
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Year Project Major Works Completed

Vadgam Saddle Dam and Canal head Power
1998 Sardar Sarovar (Narmada) Project House
Nathpa Jhakri hydro-electric
2002 project Underground Power House and Steel Liner works
Civil works including Barrage, tunnels, Power
Baspa (Stage -II) hydro-electric House etc. and Hydro-mechanical Works on
2003 project turnkey basis
EPC Contract for Dam, tunnels and Power House
2004 Chamera II hydro-electric project and Hydro-mechanical works
2004 Sardar Sarovar (Narmada)) Project Tail Race Channel
Indira Sagar(Narmada Sagar) Construction of concrete gravity Dam and Power
2005 hydro-electric project House and Steel liner works
2005 Talc Hydroelectric Project Adit and Construction of Head Race Tunnel
Civil works including Barrage, tunnels, Power
Vishnuprayag hydroelectric House etc. and Hydro-mechanical Works on
2006 project turnkey basis
2006 Sardar Sarovar (Narmada) Project Underground Power House and tunnels
Concrete Gravity Dam, Powerhouse & Tunnels
2007 Dul-Hasti hydro-electric project including HRT
Rock-fill Dam (2006); and Chute and Shaft
2007 Tehri hydro-electric project Spillways (2007)
2007 Tala hydro-electric project Powerhouse and Steel Liner works

Civil works including concrete gravity Dam,
Power House etc. and Hydro-mechanical Works
2007 Omkareshwar Project on turnkey basis
Teesta (Stage-V) Hydro-electric Concrete Gravity Dam; Power House and
2008
Project Tunnelling works.
An important part of the business of the engineering and construction segment is being
carried out on an Engineering Procurement Construction (EPC) basis, for which the
company provides EPC and project management services. It is expected that demand
for turnkey construction services will increase in India as developers seek to streamline
development and construction processes by dealing with a single entity. Turnkey projects
normally require the construction company to design, engineer and construct and
commission the project based on parameters, requirements and technical specifications
established by the developer of the project. The company in such projects acts as a
general contractor assuming full responsibility for overall project management and
supervision or providing and operating various special purpose machinery and
equipment and procuring basic construction materials.
The company has also signed two memoranda of agreement with the Government of
Arunachal Pradesh (GoAP) for setting up two BOO hydroelectric projects with an
aggregate capacity of 2,900 MW.
The company currently has projects with a total original contract value of Rs. 39,046.77
crore (excluding Yamuna Expressway Project which is a Cost plus Contract) under
development and the aggregate contract value pending execution is Rs 34,023.44 crore
(including Yamuna Expressway Project). A list of contract under execution is as under:
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Rs Crore
S.No. Name of the Project Start Date Due Date of Value of Work completed Schedule of Remarks
Completion Contract upto Completion
31.03.09
1 Sardar The work is in
Sarovar(Narmada) progress as per
Project, Gujarat - Apr.' 87 January '98 538.00 (Revised) 461.86 March 2010 revised schedule.
Construction of Extension Applied
Concrete Dam
2 J.K.State Power The work is in
Development progress to the
Corporation - 450 satisfaction of the
MW Baglihar client. Agreement
June 2009
Hydroelectric April '99 Dec. '2004 1,790.39 1,775.91 signed on 28 th June
(anticipated)
Project (Stage-I) '02. Action being
taken to start pre
commencement
activities.
3 J.K.State Power Agreement signed
Development 50 Months 50 Months on 28th June '02.
Corporation - 450 from the from the Action being taken
June 2002 410.00
MW Baglihar effective effective to start pre
Hydroelectric date of start date of start commencement
Project (Stage-II) activities.
4 1000 MW Karcham 72 Months Contract
Wangtoo H.E.Project from the Agreement signed
July 2003 4,144.38 1773.04 Nov. '2011
in H.P. effective on 18.07.2003.
date of start
5 Alimineti Madhav Contract
Reddy Project Agreement signed
(AMRP), Andhra on 25' h August 2005.
Pradesh August '05 August ' 2010 1,925.00 369.01 August ' 2010 Delay on account
of non-availability
of land by the
Project Authority.
6 Yamuna Expressway Contract
Project between Agreement signed
Noida and Agra Cost plus Noveember
Nov. '07 Nov. '2010 577.62 Mar.2011
Contract 07 and Preliminary
'07
works started at
site.
7 Zirakpur-Parwanoo Contract
Expressway in Agreement signed
Punjab, Haryana & on 31 0 January
March '08 Jan.' 2010 414.00 65.89 Jan.' 2010
Himachal Pradesh 2008 and
Preliminary works
started at site.
8 Ganga Expressways Work yet to be
(Eight Lane 1047 48 Months started.
Appointed 48 Months
Km.) connecting from
date yet from 29,825.00
Greater Noida and appointed
to be appointed
Balia and related date
decided date
activities
Total 39,046.77 5,023.33
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Details of proj
690 MW Ratle HE Project in Jammu & Kashmir
444MW Vishnugad Pipalkoti HE Project in Uttaranchal
Construction of Airport at Itanagar, Arunanchal Pradesh
HRT and Power House Complex (Dibang Lot:4) of 3000MW
Dibang Multipurpose Project in Arunachal Pradesh.
Key Strengths
Vertically Integrated E&C Solutions
JAL's ability to provide complete solutions from concept to implementation gives it a

clear ricivnntane_ over
_ rnmnetitnrs
Design Conception Engineering Solution
Planning Implementation
Group's design house JAL's engineering house The Company has
was established in 1992 specializes in civil, hydro- successfully executed 17
and currently employs mechanical and electro- projects to date
over 100 engineers mechanical engineering JAL's track record in
Internationally Experience in planning execution proves its
renowned experts some of India's largest consistent ability to
Collaboration with E&C projects to date complete projects in line
Institutes and Universities Utilizes the latest with initial engineering
4. Design team is a technology to offer plans, costs and timing
competitive advantage precision solutions Senior management,
in bidding contracts 4. JAL's integrated design engineers and specialists
and engineering onsite overseeing projects
eliminates interface 4. Largest fleet of mobile and
problems and delays dedicated machinery
JAL's integration capability has enabled the company to undertake projects on an

engineering, procurement and construction ("EPC") / turnkey basis and venture into BOO
projects as well.
Superior Cost Control

JAL is able to undertake contracts at low cost levels without sacrificing quality of
execution through its unique cost control measures.
Experience 40 years of experience in the E&C business

Due to the highly technical nature of hydro power projects, JAL's
specialized experience in this sector is of particular significance to
cost structure
In-house In-house heavy machinery engineering workshop fabricating
machinery hydro-mechanical equipment
workshop Significantly reduces the capital expenditure requirements
Producing 3,000 tons of equipment per year
Vertical Ability to control projects from beginning to end

integration Allows for seamless integration from design to execution,
reducing delays and cost overlaps
Eliminates the need for costly subcontractors
In-house design Internationally competitive design team eliminates the need to
team contract external design house
Dedicated VSAT Data voice & video through VSAT enables seamless connectivity
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system since between all offices & works throughout the country
2001
Daily reporting All JAL sites are monitored through a daily reporting system that
system records progress of projects
Daily record allows JAL to identify cost inefficiencies as they
occur
On-site Managing Directors / Whole Time Directors monitor projects on-
Management site
by Directors Ability to make immediate decisions reduce time delay
Allows for maximum coordination between management and
working team
2.4 Manufacture and marketing of cement

JAL's cement production facilities are located in the Satna cluster and primarily cater to
markets in the Satna cluster in Uttar Pradesh, Bihar and Madhya Pradesh, which
accounted for 49%, 8% and 18% respectively of the company's total cement sales for the
year ended 31 st March 2009. The balance of the company's sales is attributable to sales in
other parts of North India, North East India and exports to Nepal.
The company is one of India's leading cement manufacturers and is the 6 th largest
cement manufacturer in terms of installed capacity. Its cement division has three modern,
computerized process control cement plants with an aggregate installed capacity of 5.4
MMTPA located at Rewa in Madhya Pradesh, the largest single cement complex in India.
In addition, the company has a blending unit with a capacity of 0.6 MMTPA at Sadva
Khurd in Allahabad District and a grinding unit with a capacity of 1.0 MMTPA at Tanda in
Uttar Pradesh. The company commissioned 3.00 MMTPA at Chunar and Dalla in Uttar
Pradesh, 2.00 MMTPA at Sidhi in Madhya Pradesh, 1.5 MMTPA at Panipat in Haryana and
1.2 MMTPA at Gujarat, taking the aggregate installed capacity of the Company to 14.7
MMTPA as on 31 st March 2009.
During the year ended 31 st March 2009, the Company produced 7.60 MMT of cement.
Total income of the Company contributed by the cement segment amounted to Rs.
2,439.00 crore in the year ended 31 st March 2009, compared with Rs. 2,069.00 crore in the
year ended 31 s1 March 2008.
Manufacturing Facilities Details
Jaypee Rewa Plant has two units with an aggregate capacity of 3.0
MMTPA. Unit-I has a capacity of 1.5 MMTPA and was commissioned in
Jaypee Rewa Plant
1986 and Unit-II, which was commissioned in 1991, has a capacity of 1.5
MMTPA.
Jaypee Bela Plant The plant has a capacity of 2.40 MMTPA and was commissioned in 1996.
A blending unit of 0.6 MMTA capacity. Ordinary Portland cement

Jaypee Cement Blending manufactured at Jaypee Rewa Plant is transported by tankers to this unit
Unit, Sadva Khurd, where fly ash procured from National Thermal Power Corporation Limited
Allahabad Uttar Pradesh (NTPC), Unchahar is blended with the Ordinary Portland Cement to
manufacture Pozolona Portland Cement.
A fly ash pit head based grinding unit has the capacity to produce 1.0
Jaypee Ayodhya Grinding
MMTA of cement for which clinker is transported by rail/road from Jaypee
Operations, Tanda, Uttar
Rewa Plant while the fly ash is sourced from NTPC's thermal plant located
Pradesh
at Tanda itself.
Chunar and Dalla 3.00 MMTPA capacity Cement plant has been commissioned.
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Jaypee Infratech Limited
Manufacturing Facilities Details

Cement Plant
idhi Cement Plant le plant has a capacity of 2.00 MMTPA and was commissioned in 2009.
Grindin•unit at Panipat 1.5 MMTPA Man I • • UI •
iypee Gujarat Cement
1.2 MMTPA plant has been set up.
ant
Capacity Additions
The company is expanding its cement manufacturing capacity in Central, Northern

and Western India through greenfield additions, acquisitions and its subsidiaries and
joint ventures. The company is setting up a 1.5 MMTPA cement capacity at Baga in
District Solan of Himachal Pradesh with split location grinding units at Bagheri (2.0
MMTPA) and Panipat (1.5 MMTPA). 1.5 MMTPA capacity grinding unit has already
been commissioned in Panipat. This plant will also have a captive power plant with a
25 MW capacity, which will use municipal solid waste as an alternative fuel for the first
time in the country.
The company also plans to set up a split location grinding unit at Roorkee of 1.2
MMTPA. This will put the company in a competitive position vis-à-vis its competitors in
the zone. With this, the company will have total installed capacity of 6.2 MMTPA in the
northern zone.
In Central India, the company has set up Jaypee Sidhi Cement plant in the State of
Madhya Pradesh with installed capacity of 2 MMTPA along with a captive power
plant with a 35 MW capacity. In addition to the above, the company has taken over
the assets of UP Cement Corporation Ltd. and has upgraded and modernised the
acquired plant to a 3.0 MMTPA capacity along with captive thermal power plant,
which is now fully commissioned. The company is in the process of setting up
additional capacity in Central Zone comprising of JP Super Dalla (1.1 MMTPA) and
Sikenderabad, U.P. (1.0 MMTPA).
JAL has entered into two joint venture with Steel Authority of India Limited (SAIL) to set
up slag-based split location cement manufacturing units in the country. Under the first
joint venture, split location cement manufacturing units are to be set up at Satna in
Madhya Pradesh and Bhilai in the State of Chattisgarh with installed capacity of 2.2
MMTA. Under the second joint venture manufacturing units are to be set up at Bokaro
in Jharkhand with an installed capacity of 2.1 MMTPA.
The company is in the process of setting up project Balaji, a 3.5 MMTPA Cement Plant
in Andhra Pradesh. The project was originally domiciled in Jaypee Cement Limited
(JCL) a wholly owned subsidiary of JAL, which has since mergerd with JAL w.e.f. 15th
May 2009.
The company is also in the process of setting up new cement capacities in the State
of Gujarat amounting to 5.4 MMTA in two phases namely SP1 and SP2. The project
was originally domiciled in Gujarat Anjan Cement Limited (GAOL), a subsidiary of
Jaypee Cement Limited (JCL), which have since mergerd with JAL w.e.f. 15 1h May
2009.
With the above capacity addition, the Group will have a total capacity of 33.50 MMTPA
in India by FY 2012. The company is the preferred bidder for setting up of a cement
manufacturing plant in Assam. The said project is subject is formal approval of the
Government.
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Summa of o•erational and under im•lementation ca.acit :

Project \ Region Expect. Total Capacity CPP No. of No. of

Commissioning Integrated grinding
Plants units
North India
Himachal Pradesh FY09 & FY10 j 6.20 25MW 2 3
Central India
Rewa Complex Operational 7.0 88MW 3 2
UP Cement Complex Operational 3.0 65MW 1 1
JP Super Dalla FY 12 1.1
Sikandrabad FY 11 1.0
Jaypee Sidhi Operational 2.0 35MW 1 -
SAIL JV (Bhilai) FY10 2.2 - 1 1
SAIL (Bokaro) FY12 2.1 - - 1
Western India
SP1 FY10 2.4 - 1 1
SP2 FY10 3.0 79MW 1 1
Southern India
Balaji Jun-11 3.5 35MW 1 -
Total 33.50 327MW 12 10
2.5 Real Estate development

JAL is developing premium golf centric complex of about 8 million sq ft. at Jaypee Greens
in Greater Noida, primarily consisting of high-end residential development for high net-
worth individuals and corporates. Jaypee Greens is located at the heart of Greater
Noida, one of the fastest growing townships in the National Capital Region of Delhi with
world-class infrastructure. A six-lane expressway connects Greater Noida to Delhi with a
travel time of about 35 minutes. An 18-hole Greg Norman signature international
championship course with a practice range of about 194 acres of land including a club
house, golf academy, health club, swimming pools and restaurants and bars are already
in operation. The golf course is the longest in India and the third largest in Asia while the
practice range is the largest in India. The company envisages developing approximately
1550 residential units of various types over the next three to four years and up to 31st
March 2009 about 2.9 million sq ft. comprising 915 units were sold by the company. In the
year ended 31 st March 2009, the total income of the Company contributed by the Real
Estate segment amounted to Rs 455.94 crore, compared with Rs. 273.86 crore in the year
ended 31 st March 2008.
In addition to the above, JIL has acquired till 31 st March '09 1150 acres of land in Noida
and will acquire an additional 85 acres of land in Noida for real estate development as
per the provisions of the Concession Agreement. As on 31 st March 2009, JIL has received
consideration of Rs 555.23 crore by way of real estate of proceeds. JIL will take
advantage of the Jaypee Greens brand and will develop the land acquired in Noida as
Jaypee Greens, Noida.
2.6 Hospitality
The company owns Jaypee Residency Manor located in Mussoorie, a 90 room hotel. The
operation and management of the hotel was been undertaken by Jaypee Hotels Limited
(JHL). JHL which has since merged with JAL w.e.f 15 th May 2009, owns three 5 star deluxe
hotels in northern India, namely Jaypee Siddharth Hotel with 98 rooms located at
Rajendra place in New Delhi, Jaypee Vasant Continental with 119 rooms located at
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Vasant Vihar, New Delhi and Jaypee Palace Hotel with 344 rooms and a convention
centre with a capacity of 1,200 persons in a complex of about 25 acres at Agra in Uttar
Pradesh. During the year ended 31 st March 2008, the average occupancy levels for
Jaypee Vasant Continental, Jaypee Siddharth and Jaypee Palace Hotel were
approximately 83%, 77% and 60% respectively. The average room rents were Rs.9303,
Rs.7597 and Rs.4090 respectively.
2.7 Capital Structure & Share Holding Pattern

Capital Structure
As on 31 st March 2009
Particulars Amount (Rs Crore)
Authorized Capital
- 12,34,40,00,000 Equity Shares of Rs 2 each 2,468.80
- 31,20,000 Preference Shares of Rs 100 each 31.20
Issued, subscribed and paid up
- 118,38,00,579 equity shares of Rs 2 each fully paid up. 236.76
[86,08,65,055 Equity Shares [Previous Year 86,08,65,055]

allotted as fully paid-up in terms of the Scheme of
Amalgamation effective from 11.03.2004. 2,02,19,850 of
Rs.2/- each fullypaid up Equity Shares [Previous Year
2,02,19,850] allotted for cash under "JaypeeEmployees Stock
Purchase Scheme 2002". 16,83,36,849 Equity Shares
[Previous Year 16,60,58,687] allotted for cash on conversion of
Foreign Currency Convertible Bonds. 12,43,78,825' Equity
Shares [Previous Year 12,43,78,825] allotted as fully paid in
terms of Scheme of Amalgamation effective from 22.08.2006.
1,00,00,000 Equity Shares [Previous year - NIL] allotted for
cash to Promotors on Preferncial Basis.
Shares Capital Suspense
21,80,10,985 Equity Shares of Rs. 2/- each fully paid up to be 43.60
allotted pursuant to Scheme of Amalgamation, for
consideration other than cash, effective from 27.05.2009
Shareholding Pattern
As on 31 s, March 2009
Sr. Type of Shareholders Number of % of total
No. Shares held Shares
1 535,493,989 45.24
with the Promoters Group
Indian Financial Institutions, Insurance
2 50,484,513 4.26
Companies and Banks
3 Other Indian Companies and undertakings 65,923,450 5.57
4 Resident Indians 138,264,658 11.68
5 Non-resident Indians ( NRI) 7,464.572 0.63
6 Non-resident Companies 6,220,532 0.53
7 Foreign institutional investors/FII 282,175,400 23.84
8 Mutual Funds 89,177,676 7.53
9 Others: Trusts, Clearing members & in transit 8,595,789 0.72
Total 1,183,800,579 100.00
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Note :
Pursuant to the Scheme of Amalgamation U/s 391/394 of the Companies Act, 1956, (i)
Jaypee Hotels Limited {Transferor Company} engaged in business of Hospitality, Real
Estate Development and Civil Engineering; (ii) Jaypee Cement Limited {Transferor
Company} engaged in the business of the setting up of Cement Plant; (iii) Jaiprakash
Enterprises Limited {Transferor Company} engaged in business of Civil Engineering
Construction, Limestone Mines and Real Estate and (iv) Gujrat Anjan Cement Limited
{Transferor Company} engaged in the business of the setting up of Cement Plant stand
merged with Jaiprakash Associates Limited {Transferee Company} w.e.f. April 01,2008
(Appointed Date). The Scheme of Amalgamation has been approved by the Hon' ble
High Court of Judicature at Allahabad on May 15, 2009. In terms of the Order of Hon' ble
High Court of Judicature at Allahabad, Sanctioning the Scheme and is effective from
May 27, 2009. All the business undertakings, assets, liabilities, rights and obligations of the
Transferor Companies stood transferred to and vested in the Transferee Company with
effect from 1 St April, 2008.
The promoters of JAL are Shri Jaiprakash Gaur and his associates, who together with their
associated interests comprise the Promoters Group. As at 31 st March 2009, the Promoters
Group held approximately 45% of the issued capital. The shares of the company are listed
on the NSE and the BSE.
2.8 Board of Directors
The composition of the Board of Directors of JAL is as under:
S. No. Name Designation

1 Shri Jaiprakash Gaur Director (Founder Chairman)
2 Shri Manoj Gaur Executive Chairman
3 Shri Sunil Kumar Sharma Executive Vice Chairman
4 Shri Sarat Kumar Jain Vice Chairman
5 Shri A. K. Sahoo Nominee (LIC)
6 Shri Keshav Prasad Rau Nominee (IDBI)
7 Shri Gopi K. Arora Director
8 Shri R. N. Bhardwaj Director
9 Shri S. C. Bhargava Director
10 Shri B. K. Goswami Director
11 Shri B. K. Taparia Director
12 Shri S.C. Gupta Director
13 Shri M. S. Srivastava Director
14 Shri Sunny Gaur Managing Director (Cement)
15 Shri Pankaj Gaur Jt. Managing Director (Construction)
16 Shri R. K. Singh Whole-time Director
17 Shri Ranvijay Singh Whole-time Director
18 Shri Shyam Datt Nailwal Whole Time Director
2.9 Debt Profile

The company is in a consortium arrangement with 18 banks, led by Canara Bank, for its
working capital needs. The consortium of Banks have sanctioned Fund Based (FB) limits
aggregating Rs 220 crore and Non Fund Based (NFB) Limits aggregating Rs 2175 crore. The
outstanding FB and NFB as on 31 st March 2009 is Rs 151.52 crore and Rs 1,460.27 crore
respectively.
The company has multiple banking arrangements for its term debt requirements. The
secured loan comprising Rupee Term Loan (RTL),) and ECB outstanding as on 31st March
2009 in the Construction Division is Rs 2392.04 crore, in the Cement Division Rs.3789.76
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crore and in Hotel Division Rs.109.18 crore. Further, secured loan comprising Non
Convertible Debentures (NCD) outstanding as on 31 st March 2009 of the company is
Rs.802.50 crore. The total unsecured loans comprising RTL, NCD and ECB outstanding as
on 31st March 2009 is 3465.01crore.
The details of FCCB outstandin• as on 28 th Februa 2009 is as under:

S. Particulars Currency Issue FCCB Conversion FCCB o/s Date of
N Size Converted in % ( In Mn) Maturity
o.
FCCB-1 USD 100.00 97.94 97.94 2.06 17.02.2010
FCCB-II EURO 165.00 160.17 97.07 4.73 09.03.2013
FCCB-III USD 400.00 4.50 1.12 395.50# 12.09.2012
# JAL has since bought back FCCBs of face value USD 40 mn in March 2009 of FCCB-III at an
average discount of 50%. Accordingly, the outstanding in FCCB-III as on 31 s, March 2009 is USD
355.50 mn.
JAL's accounts with its lenders are regular and the company has a satisfactory credit
record. The detailed Debt Profile is given as Annexure II.
2.10 Key Financials
While key past financial performance of JAL is presented hereunder, detailed financial of
the Company are given at Annexure III hereto:
Rs Crore)
articulars as on 31-Mar-05 31-Mar-06 31-Mar-07 31-Mar-08
Share Capital 176 215 219 234
Reserves & Surplus 1,059 2,467 2,654 3,965
Equity Warrants 399
Revaluation Reserve 10 536 309 308
Net worth 1,223 2,145 2,564 4,290
Secured Loans 2,388 2,539 3,523 4,501
Unsecured Loans 659 1,498 1,830 3,665
Net Fixed Assets 2,406 3,344 5,150 7,931
Net Current Assets 1,164 2,302 1,787 2,168
Total Income 2,901 3,328 3,576 3,978
EBITDA 675 794 1,040 1,097
PBT 329 765 620 843
PAT 208 640 415 610
Cash Profits 420 792 585 883
ey Ratio/Indicators 31-Mar-05 31-Mar-06 31 -Mar-07 31 -Ma r-08

EBIDTA Margin 23.29% 23.87% 29.09% 27.57%
PAT Margin 7.16% 19.23% 11.60% 15.32%
RONW 26.89% 35.64% 24.18% 19.66%
Debt to Equity (considering DTL and 1.22 0.84 1.10 1.00
FCCB as equity)
Debt to Equity (considering DTL and 2.89 2.11 2.28 2.03
FCCB as debt)
Current Ratio 1.84 2.20 1.72 1.57
TOL/TNW (incl. DTL as Equity) 2.60 2.27 2.56 2.47
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The Equity Share capital includes 860,865,055 fully paid Equity Shares allotted in-terms
of the Scheme of Amalgamation from 11.03.2004. Further, 20,219,850 Equity Shares
were allotted under "Jaypee Employees Stock Purchase Scheme 2002" and
166,058,687 Equity Shares were allotted for cash on conversion of FCCB and
124,378,825 Equity Shares were allotted as fully paid up in-terms of Scheme of
Amalgamation from 22.08.2008.
JAL has robust Networth as on 31.03.2008 aggregating Rs 4290 crore (excluding DTL).
Debt-Equity Ratio of JAL considering DTL and FCCB as equity stands at 1.00 as on 31St
March 2008. Whereas, considering DTL and FCCB as debt, the same increases to 2.03
on the even date. Considering the various projects under execution in its Construction
Division and ongoing expansions in its Cement Division, the Debt-Equity Ratio is
satisfactory.
The significant increase in PAT Margin during FY 2006 to 19.23% from 7.16% during FY
2005, is due to profit aggregating Rs 361crore, earned by JAL on the sale of shares of
Jaiprakash Hydro-Power Limited, a Subsidiary Company of JAL. Impact of the same is
reflected in the RONW during FY 2006 vis-à-vis RONW for FY 2005.
PAT Margin during FY 2008 increased to 15.32% from 11.60% during FY 2007. During FY
2007, JAL has shown improved results as reflected in its PAT margin of 11.60% vis-à-vis
8.37% PAT during FY 2006 excluding profit aggregating Rs 361 crore, earned by JAL on
the sale of shares of Jaiprakash Hydro-Power Limited. The RONW for the comparative
period (excl. extraordinary income) has increased from 18.79% to 24.18%.
A comparative statement of the unaudited results for the quarter ended 31 St March
2009 and for the audited result for 12 month ended 31 St March 2009 is as under:
(Rs Crorel
articulars Quarter ended Quarter ended 12 months
31st March 2008 31st March 2009 ended 31st
(Unaudited) (Unaudited) March 2009
(Audited)
Net Sales from Operations 1,280.06 2,084.58 5,764.18
Other Operating Income 65.22 67.09 215.28
Total Income 1,345.28 2,151.67 5,979.46
Expenditure
(Increase)/Decrease in (53.37) (63.40) (66.16)
Stock-in-Trade and Work-in-
Progress
Direct Construction, 653.25 1,140.04 3,061.82
Manufacturing,
Hotel/Hospitality and Power
Expenses
Employees Cost 68.21 76.49 330.79
Other Expenditure 213.40 226.48 761.57
Total Expenditure 881.49 1,379.61 4,088.02
EBIDTA 463.79 772.06 1,891.44
Less: Interest 97.34 168.17 504.32
Less: Depreciation 61.05 102.33 308.97
Add: Other Income 42.90 172.83
PBT 305.40 544.46 1,250.98
Current Tax 34.35 107.20 264.53
Deferred Tax 60.64 51.94 89.44
PAT 210.41 385.32 897.01
Cash Profit 332.10 539.59 1,295.42
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2.11 Other Group Companies
The Jaypee Group, has a number of subsidiaries and step-down subsidiaries through
which it has ventured into the power sector, real estate & hospitality sector, highways &
expressways, sports etc. The details thereof are enumerated hereafter.
2.11.1 Power Generation and Transmission
The Jaypee Group has diversified into power generation by entering into hydropower
projects in the private sector on a BOO basis. The Ministry of Power announced in the
1990s that it would allow private sector participation in power generation in order to
reduce the gap between generation of and demand for electricity. The Jaypee Group
was among the first private sector entrants to the sector, leveraging for its own projects its
existing experience in constructing dams and powerhouses as an engineering and
construction company. For the year ended 31 st March 2008, the consolidated total
income of the Group contributed by the hydropower segment amounted to Rs 666.4
crore.
Jaiprakash Hydro-Power Limited

Jaiprakash Hydro Power Ltd (JHPL), a 63.34% subsidiary of JAL developed the 300 MW
Baspa - II hydroelectric project in Himachal Pradesh. The project set up at a cost of Rs.
1,667.3 crores, was commissioned in June 2003. The project has a capacity to generate
1,213 million units in a 90% dependable year. As per the PPA entered in to by JHPL &
HPSEB, 88% of the net power generated by JHPL is sold to HPSEB whereas the balance
12% is provided free of cost to GoHP in lieu of water charges. JHPL has been receiving
regular payments from HPSEB in respect of power sold by it.
Jaypee Power Grid Limited

Jaypee Powergrid Limited (JPL) is a subsidiary of JHPL & a joint venture company of JHPL,
JPVL (Jaypee Power Ventures Limited) & Power Grid Corporation of India Limited (PGCIL)
has been formed for execution of the transmission system between Wangtoo in Kinnaur
district of Himachal Pradesh & Abdullapur in Yamuna Nagar district of Haryana for
evacuation of 1000MW power from Karcham Wangtoo HEP in Himachal Pradesh.
Jaiprakash Power Ventures Limited

Jaypee Power Ventures Limited (JPVL), 80.20% subsidiary of JAL has developed the 400
MW Vishnuprayag Hydroelectric Project in the state Uttaranchal. The project was
commissioned in October 2006 at a cost of Rs. 1665.50 crore, four months ahead of
schedule. Pursuant to the power purchase agreement executed with UPPCL, for the sale
of power during the part year ended 31 s1 March 2007 and year ended 31 st March 2008,
the operating income amounted to Rs.214.16 crore and Rs.365.57 crore respectively. JPVL
is currently implementing the following projects:
1320 MW Thermal Power Plant at Sidhi in Madhya Pradesh

Pursuant to a joint venture agreement between JAL and the Government of Madhya
Pradesh to set up a coal mining joint venture under the name of Madhya Pradesh Jaypee
Minerals Limited (MPJML), JAL or its affiliates were required to set up a 1,000 MW thermal
power plant (in two phases of 500 MW each) in Madhya Pradesh from the coal to be
provided by the joint venture company from its mines. On 12 th December 2007, JPVL has
entered into an implementation agreement with the State of Madhya Pradesh in relation
to the project. Subsequent to a detailed survey of the available coal reserves, the
capacity of the plant has been enhanced to 1,320 MW and a revised Implementation
Agreement dated 27 March 2008 for 1,320 MW has been entered into with the State of
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Madhya Pradesh. The entire coal requirement of the project will be sourced from the
Amelia North and Dongri Tal II coal mines allotted to MPJML.
2,700 MW Lower Siang Hydroelectric Project and 500 MW Hirong Hydroelectric Project in
Arunachal Pradesh
JAL had signed two memoranda of agreement with the Government of Arunachal
Pradesh for setting up two BOOT hydroelectric projects with an aggregate capacity of
3,200 MW through an SPV. Pursuant to the JAL's request, the Government of Arunachal
Pradesh has consented for implementation of the said projects through an SPV to be set
up by JPVL. A Tri-partite Agreement dated 13" , December 2007 has been entered into
between Government of Arunachal Pradesh, JAL and JPVL to give effect to the same.
The expected shareholding of JPVL in the above two projects is 89 per cent.
Other Projects
JPVL has also signed two memoranda of agreement with the Government of Meghalaya
for setting up of two BOOT hydroelectric power projects with an aggregate capacity of
720 MW. The expected shareholding of JPVL in the above two projects is 74 per cent.
JPVL has since subscribed to 23% of the presently paid up equity capital of Jaypee
Powergrid Limited and will continue to hold 23% of the capital of Jaypee Powergrid
Limited for which requisite permissions from Powergrid Corporation of India Limited have
been received.
JPVL has recently acquired Bina Power Supply Company Limited (BPSCL) from the Aditya
Birla Group. BPSCL plans to develop on a build-own-and-operate basis a 1,250 MW (First
phase of 500 MW, second phase of 750 MW) coal-fired Thermal Power Plant at Bina in the
State of Madhya Pradesh. JPVL has since initiated various steps for implementation of the
project including obtaining of/renewal of the various approvals required. The first phase is
estimated to be put into operation within 48 months of receipt of all approvals. The
estimated investment for each phase is expected to be approximately Rs.2755 crore for
the first phase.
Jaypee Karcham Hydro Corporation Limited
Jaypee Karcham Hydro Corporation Limited (JKHCL), a subsidiary of JAL, is in the process
of setting up the 1000 MW Hydro Electric project in the state of Himachal Pradesh. The
project is expected to be commissioned in November 2011 at an estimated cost of
around Rs 5,600 Crore. JAL has already infused equity of Rs. 925 crores towards the project
for construction work. PPA has been signed with Power Trading Corporation for 80% of
Saleable Power.
2.11.2 Expressways and Highways

Himalyan Expressway Limited
Himalyan Expressway Limited (HEL) is a wholly owned subsidiary of Jaiprakash Associates
Limited, incorporated to domicile four laning of Zirakpur-Parwanoo section of National
Highway (NH)-22 including Pinjore-Kalka-Parwanoo Bypass from km 39.860 to km 67.000 on
BOT (Toll) basis. The project achieved financial closure on 11", June 08.
Jaypee Ganga Infrastructure Corporation Limited
Jaypee Ganga Infrastructure Corporation Limited (JGICL) is a Special Purpose Vehicle
(SPV) incorporated as a wholly owned subsidiary of JAL to implement the 1047 km long 8-
lane access controlled expressway connecting Greater Noida with Ghazipur-Ballia
(Ganga Expressway). The Concession Agreement (CA) for the said project has been
executed on 23rd March, 2008 between Uttar Pradesh Expressway Industrial Development
Authority (UPEIDA) and JGICL. Preparatory work on the project has been initiated by the
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SPV. As per the concession agreement, JGCIL is entitled to carry out real estate
development on approximately 30,000 acres of land along the expressway at eight
different locations in the districts of Bulandshahar, Etah, Raibarelly, Unnao, Allahabad,
Pratapgarh, Mirzapur and Varanasi in Uttar Pradesh.
2.11.3 Hospitality & Sports

Jaypee Hotels Limited
Jaypee Hotels Limited (JHL) was a 72.18% subsidiary of JAL and has since merged with
with JAL w.e.f. May 15th 2009.
For the year ended 31 s1 March 2009, in the consolidated total income of the Group, the
income contributed by the hotels/hospitality business amounted to Rs. 162.8 crores,
compared with Rs 159.3 crore in the year ended 31 0 March 2008.
JPSK Sports Private Limited

JAL is developing through JPSK Sports Private Limited, a joint venture SPV incorporated on
20", October 2007 for the purposes of developing a greenfield state-of-the-art sports
complex in Greater Noida including car race track suitable for Formula One racing with
related integrated support infrastructure. In November 2007 an agreement was signed
with Formula One Management to stage India's first Formula One race at the venue. The
Company directly and through its affiliates will hold up to 74% equity in JPSK Sports Private
Limited, with the balance being held by other partners. The land has already been
acquired and the Company is planning to organize the maiden Formula One event in
2011.
Brief financial of group companies are as under:
Jaiprakash Power Ventures Limited

Rs.in Lacs)
Particulars as on 31-Mar-07 31-Mar-08 31-Mar-09
Share Capital 50,900 53,250 53,489
Reserves & Surplus 3,009 45,054 55,342
Net Worth 53,909 98,304 1,08,831
Secured Loans 1,16,082 1,12,299 1,02,985
Unsecured Loans 2,500 2,500 11,500
Net Fixed Assets 1,62,925 1,62,500 1,60,282
Net Current Assets 9,485 39,043 21,717
Total Income 21,659 40,454 41,873
EBIDTA 20,771 37,786 37,886
PBT 8,087 21,509 21,044
PAT 7,178 19,055 18,647
EBIDTA Margin 95.90% 93.40% 90.48%
PAT Margin 34.56% 50.43% 49.22%
RONW 13.31% 19.38% 17.13%
Jaiprakash Hydro Power Ltd.

Rs.in Crore
Share Capital 491.00 491.00 491.00
Reserves & Surplus 412.24 539.47 584.15
Net Worth 903.24 1,030.47 1,075.15
Secured Loans 1,022.80 829.58 741.17
Unsecured Loans
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Net Fixed Assets 1,588.40 1,583.78 1,584.22
Net Current Assets 380.98 308.58 234.49
Total Income 356.52 342.50 317.91
EBIDTA 331.36 317.38 294.48
PBT* 224.84 240.61 161.19
PAT* 199.54 213.40 142.86
EBIDTA Margin s 92.94% 92.67% 92.63%
PAT Margin* 60.22% 67.24% 48.51%
RONW* 22.09% 20.71% 13.29%
* Inc] Extraordinary Items 49.21 68.40 -4.39
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3. PROJECT DETAILS
3.1 Project Company Particulars
Project Company JAYPEE INFRATECH LIMITED (JIL)
Registered Office/ Sector 128, Distt. Gautam Budh Nagar, Noida - 201 304 (UP)
Corporate Office
Date of Incorporation April 05, 2007
Constitution Public Limited
Date of Commencement April 27, 2007
of Business
Sector Private
Industry Class Transportation (Roads)
Project Category Infrastructure
Sponsor Jaiprakash Associates Limited (JAL)
Shareholding 98.86 % by JAL
Project Construction of a new access controlled Six Lane
Expressway (extendable to 8-lane) between Noida and
Agra with Service Roads and Associated Facilities on BOT
(Toll) basis alongwith development of land, as an integral
part of the Expressway project, aggregating 2500
hectares along the Expressway in the State of Uttar
Pradesh.
Project Length 165.537km excluding 23.80km Noida-Greater Noida
Expressway to be operated and maintained by JIL. It may
be noted that as per the Concession Agreement of the
project, the length of the Expressway is envisaged to be
160 km. However, as per the DPR accepted by the YEA,
the length of the expressway is envisaged to be 165.537
Km based upon the actual alignment.
Concessioning Authority Yamuna Expressway Industrial Development Authority (YEA)
Date of Signing CA February 07, 2003
Date of Commencement Commercial Operation Date or 1 St April 2011
of the Concession Period
Implementation Schedule Considering zero date as January 2008 and with a
construction period of 39 months, the Commercial
operation date is 1St April 2011.
Major Project Consultants
Design Consultant Jaypee Ventures (P) Limited
Traffic Consultant Design Aid
Real Estate Development Cushman & Wakefield
Consultant
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3.2 Organization & Management of JIL

3.2.1 Capital Structure
As on 31 0 March 2009
Particulars Amount (Rs Crores)
Authorized Capital
- 100,00,00,000 Equity Shares of Rs 10 each 1,000.00
Issued, subscribed and paid up
- 96,60,00,000 equity shares of Rs 10 each fully paid up. 966.00
3.2.2 Board of Directors

The Memorandum & Articles of Association of JIL provides for a minimum of 3 and a
maximum of 20 directors on the Board of the JIL. The Board of JIL presently comprises the
following directors:
Name Designation Other Directorship

Shri Jaiprakash Gaur Director Jaiprakash Associates Ltd.
Jaypee Ventures Pvt. Ltd
Manumanik Estates Pvt. Ltd.
Sunvin Estates Pvt. Ltd.
Samsun Estates Pvt. Ltd.
Ceekay Estates Pvt. Ltd.
Dhara Infra Developers Pvt. Ltd.
Jaypee Ganga Infrastructure Corpn. Ltd.
Shri Manoj Gaur Chairman Jaiprakash Associates Ltd.
Jaiprakash Hydro-Power Ltd.
Gujarat Jaypee Cement & Infrastructure Ltd.
Jaypee Karcham Hydro Corpn. Ltd.
Jaypee Powergrid Ltd.
Bhilai Jaypee Cement Ltd.
Madhya Pradesh Jaypee Minerals Ltd.
Jaiprakash Power Ventures Ltd.
Jaypee Ventures Pvt. Ltd.
Manumanik Estates Pvt. Ltd.
Avni Housing Private Ltd.
Indesign Enterprises Private Ltd.
JPSK Sports Private Ltd.
Jaypee Arunachal Power Ltd.
Jaypee Spa Infocom Ltd.
Jaypee Hotels & Resorts Ltd.
Jaypee Petroleum Private Ltd.
Jaypee Hydro Carbon Private Ltd.
Shri Sunil Kumar Sharma Vice chairman Jaiprakash Associates Ltd.
Jaiprakash Hydro-Power Ltd.
Jaiprakash Power Ventures Ltd.
Madhya Pradesh Jaypee Minerals Ltd.
Jaypee Powergrid Ltd.
Jaypee Ventures Pvt. Ltd.
Himalyan Expressway Ltd.
Suneha Estates Pvt. Ltd.
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Name Designation Other Directorship

Indesign Enterprises Pvt. Ltd.
JPSK Sports Pvt. Ltd.
Jaypee Arunachal Power Ltd.
Jaypee Hotels & Resorts Ltd.
Jaypee Spa Infocom Ltd.
Jaypee Petroleum Pvt. Ltd.
Jaypee Hydro Carbon Pvt. Ltd.
Shri Sameer Gaur Whole time Jaiprakash Kashmir Energy Ltd.
Director Jaypee Ventures Pvt. Ltd.
Samsun Estates Pvt. Ltd.
Indesign Enterprises Private Ltd.
Himalyan Expressway Limited
Bhumi Estate Developers Pvt. Ltd.
Jaypee Development Corporation Ltd.
JPSK Sports Pvt. Ltd.
Smt. Rita Dixit Whole time JPSK Sports Pvt. Limited
Director Vasujai Estates Private Limited
Jaiprakash Exports Private Limited
Shri Har Prasad, Whole time Himalyan Expressway Limited
Director
Shri Suresh Kumar Director Jaiprakash Power Ventures Ltd.
Bina Power Supply Company Ltd.
Shri G.P.Gaur Director Jaiprakash Hydro-Power Ltd.
Shri P.K. Jain Director -
Shri Sachin Gaur Whole time JPSK Sports Pvt. Ltd.
Director
Shri Anand Bordia Whole time Birla Corporation Limited
Director C&C Constructions Limited
Shri S.K. Dodeja Whole time Reliable Jal Shakti Vikas Pvt. Ltd
Director
A brief profile of the directors of JIL is presented in Annexure IV.
3.2.3 Organization Structure & Key Executives

JIL has identified Shri P. K. Aggarwal (Finance & Accounts), Shri S.G. Awasthi and Shri Ajit
Kumar (Project Planning & Execution), Shri Ashok Khera (Land & Liaison) and Shri Himmat
Singh (Personnel & Admin.), Ms Jhanvi Sharma and Ms Geeta Puri Seth as the key
executives for the development of the Project and supervise the construction activities. In
addition there would be a team of professionals at various levels specializing in critical
functions related to design & planning, management of contracts, liaison with YEA, traffic
management, finance & accounts as also human resources and administration.
Proposed organization structure of JIL is presented at Annexure V.
JIL has constituted a Project Management Team (PMT) comprising personnel with
requisite skills and qualification for execution of the project. Further, The PMT along with
the Design Consultants and other consultants would coordinate with the Contractor, Sub-
contractor and various other consultants involved in the execution of the project. JIL
directly or through JVPL has retained the services of renowned design consultants as well
as proof checkers as detailed hereunder:
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Consultant Responsibility
ICT Design consultants for Yamuna Expressway
L.R. Kadiyali & Associates Proof checkers of the designs of ICT
CES Design consultants the interchanges
IIT, Roorke Proof checkers of the designs of ICT
These consultants have assisted the Company in preparation of the DPR and would be
part of the core team to oversee the Project execution along with the PMT.
3.3 Description of the Project

The GOUP intends to create a high-density road corridor by developing expressway for
safe and faster uninterrupted movement of passenger and freight traffic. The strategic
location of the Yamuna Expressway connecting Delhi with Agra will provide much
awaited relief to the already congested existing arterial roads on either side of the
Expressway - NH2 and Old Grand Trunk Road (NH 91). The GOUP has decided to develop
Special Economic Zone (SEZ) with brand name Taj Economic Zone (TEZ) and Taj
International Hub airport in this region.
The proposed Yamuna Expressway is so aligned that it will also serve the areas proposed
for regional development in the way of Taj Economic Zone (TEZ), land development for
commercial, industrial, institutional, amusement and residential purposes, which will in-turn
promote economic development of the State. Yamuna Expressway will also provide rapid
transport to the proposed Taj International Hub Airport. To summarise, the objectives of
the proposed Yamuna Expressway are as follows:
To provide a fast travel corridor to minimize the travel time from Delhi to Agra.
To connect the main existing and proposed townships/commercial centers on the
eastern side of Yamuna River.
To relieve traffic congestion on NH-2 which runs through cities of Faridabad,
Ballabgarh and Palwal
Based on the bid of 36 years concession period from COD, JIIL, a Jaypee Group
company, emerged as the preferred bidder and YEA issued the LOA on 23 rd January
2003. Thereafter, the CA was executed between JIIL and YEA on 7 th February 2003. In
terms of the requirement of the bidding process, JIIL submitted Detailed Project Report
(DPR) to YEA, in terms of the provisions of the CA, on 1 1 th June 2003. The total construction
period envisaged for the Project was 7 years from the date of execution of the CA, with
provisions for extension. Subsequently the project was transferred to Jaypee Infratech
Limited on 22 nd October 2007. The concessionaire could not commence the construction
of the Expressway immediately because of the delay in land acquisition. YEA
subsequently started transferring land to the company in 2006 and the company
commenced the construction of the Expressway from January 2008.
In the intervening period, significant changes have occurred in the study area, which are
likely to impact the earlier projections of traffic diversions. These changes include
proposed widening of National Highways, planning of airport and SEZ at Jewar, adjacent
to the expressway and dedicated Eastern freight corridor between Dadri and Kanpur. In
the mean time, YEA approved the alignment of the Expressway and JAL submitted a
revised DPR to YEA, after factoring in the impact of the changes in the study area since
the date of execution of the CA. In terms with the provisions of the CA, Jaypee Infratech
Limited, a Special Purpose Vehicle (SPV), was incorporated on 5 th April 2007. Further, all
rights and obligations of JAL were transferred to JIL in terms of the 'Assignment
Agreement' dated 19 th October 2007 entered amongst JIL, JAL and YEA and the 'Project
Transfer Agreement' dated 22 nd October 2007 entered between JAL and JIL.
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3.4 Brief on Yamuna Expressway Industrial Development Authority

The intention of GOUP to build a new road entirely through Uttar Pradesh (UP) to connect
Agra with Delhi through an access controlled expressway required creation of a separate
body to conceive, plan and construct the Yamuna Expressway in its entirety including
road and regional development along the expressway. With this view in mind GOUP set
up Yamuna Expressway Industrial Development Authority (YEA) vide its Notification
No.697/77-4-2001-3(N)/2001 dated 24 th April, 2001, under U.P. Industrial Area Development
Act, 1976 (U.P. Act No.6 of 1976) for anchoring development of Yamuna Expressway
project. The main responsibilities of YEA, inter alia, included:
Execution of Yamuna Expressway
Acquisition of land for construction of Expressway and area development.
Preparation of Zonal plan/Master plan for planned development along the
Expressway.
Development of drainage, feeder roads, electrification and other facilities in the area.
The constitution Board of YEA is as under:

Principal Secretary, to the Government, Uttar Pradesh, Industrial Department
Ill and Industrial Development Commissioner Chairman
. Principal Secretary, to the Government, Uttar Pradesh, Public Works

(i) Member
Department or his nominee not below the rank of Joint Secretary
Secretary, to the Government, Uttar Pradesh, Avas or his nominee
(ni) Member
not below the rank of Joint Secretary
Principal Secretary, to the Government, Uttar Pradesh, Finance Department or
Member
his nominee not below the rank of Joint Secretary
Managing Director, Uttar Pradesh State Industrial Development Corporation Member
Chief Executive Officer, New Okhla Industrial Development Authority Member
Chief Executive Officer, Greater New Okhla Industrial Development Authority Member
Secretary, to the Government, Uttar Pradesh, Industrial Development Member
District Magistrate, Gautam Budh Nagar Member
District Magistrate, Agra Member
Member
(xii) Chief Executive Officer
Secretary
Senior Management & Organization of Yamuna Expressway Industrial Development

Authority:
Chief Executive Officer Shri Lalit Srivastava, IAS
Addl. Chief Executive Officer Shri Y. K. Bahl
Dy. Chief Executive Officer Shri R. K. Singh, PCS
Information Officer Shri S. P. Singh
Approximately 334 villages of District Gautam Budh Nagar, Bulandshahar, Aligarh,

Mahamaya Nagar (Hatras), Mathura and Agra are Notified under Yamuna Expressway
Industrial Development Authority vide various Notifications of Govt. of U.P. YEA has
recently launched residential plots along the proposed Yamuna Expressway of various
dimensions from 300 sq meters to 4000 sq meters.
Towards the said objective of GOUP, YEA has conceptualized an integrated project
comprising:
1. A 6 lane (extendable upto 8 lanes) Expressway proposed to take off on the existing
Noida-Greater Noida Expressway near Jaypee Greens, Greater Noida, PGA Golf
Course and terminating near NH-2 at Etmadpur near Agra on BOT (Toll) basis coupled
with;
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2. Development of land aggregating 2500 hectares at five locations, including one at

Noida admeasuring 500 hectares or 1235 acres, for various segments such as
residential, commercial, retail, hospitality, golf course and schools.
3.5 Yamuna Expressway
3.5.1 Location of the Yamuna Expressway
The proposed alignment has its origin at Greater Noida. The alignment passes through
Chuharpur Khadar, and crosses Lohiya Nalla near Gharbara village. It then crosses
Bhuriya Nalla and Jaganpur Nalla. The alignment thereafter crosses Bhuriya Nalla near
village Dankaur. After this, it passes through depression area near Dungrapur Rilkha. It
then crosses the road, joining Raunija and Mirzapur villages, and a minor canal. The
proposed alignment crosses Siwara minor near Dhundhera village at 195m elevation. It
then crosses an unmetalled road near Sultanpur village. The alignment crosses a road
joining Tappal and Nagla Kurana villages at elevation of 180m. It then crosses Untasani
minor at 191m elevation near village Marorgarhi. It passes near Gairula minor at about
191m elevation, near Gairula village. The alignment passes through Awakhera village at
192m elevation, Kulana village at 186m elevation, and a minor at 185m elevation.
The alignment crosses Bhureka drain near village Bulakpur. It then crosses an
embankment near Sultanpur Kothi village, and a road coming from Sultanpur at 177m
elevation. The alignment crosses Mat minor near Laxminagar village and near village
Asthal Kashidas. It crosses a metalled road joining Mat and Jabra villages at 180m
elevation. It again crosses Mat minor near Bhim village. The alignment also crosses
through Nagla Ratandas village at 176m elevation. At 179m elevation, it crosses Daharwa
minor near Dudhadhari village. It then crosses a railway line and its adjacent road. The
alignment crosses Mahaban distributory, and then Mahaban drain, near Khapparpur
village. It then crosses Sihora minor at 179m elevation. The alignment finally joins NH-2 at
160m elevation near Nagla Gola village and Agra city. The alignment is depicted below:
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The sections of the Yamuna Expressway which fall under various districts are given in the
table below:
Road Section Jurisdiction of Districts

Km 0- Km 40 Gautam Budh Nagar
Km 40- Km 60 Aligarh
Km 60 -Km 150 Mathura
Km 150-Km 165.537 Agra
The important towns and villages along the proposed Expressway are given in the table
below:
Na me of Village / Town Name of Districts

Noida Gautam Budh Nagar
Dhankaur Gautam Budh Nagar
Mirzapur Gautam Budh Nagar
Jewar Gautam Budh Nagar
Tappal Aligarh
Nohjhil Mathura
Mat Mathura
Raya Mathura
Baldev Mathura
Etmadpur Agra
Uttar Pradesh has a common border with Nepal and Uttaranchal in the North, Himachal
Pradesh, Haryana, Delhi and Rajasthan in the West and South-West, Madhya Pradesh and
Chhatisgarh in the South and Bihar and Jharkhand in the South-East. Uttar Pradesh is the
most populous State of India accounting for over 16% of the total population of the
country. In terms of area it is the fifth largest State in India. The State has several places
redolent with history, many of them consecrated by their association with all faiths. Fairs
and festivals held in the State every year attract thousands of people from all parts of the
country.
The State has lot to offer to the tourists such as hill stations, jungle treks, angling in rivers,
shoot with the camera in the wildlife sanctuaries, places of worship for different faiths, and
other places of historical and mythological importance. Brief description of the important
places in the project influence are as given below:
Agra
Agra is the headquarters of Agra District. It is home to the Taj Mahal. To many, Agra is a
centre of pilgrimage, being the birth-place of Mizra Ghalib, Urdu's greatest poet, and of
Aftab-i-Musiqui Ustad Fayaz Khan, a leading light of the Agra Gharana of classical music.
A pleasant town with a comparatively slow pace, Agra is known for its superb inlay work
on marble and soapstone by craftsmen who are descendants of those who worked
under the Mughals. Other places of interest in Agra are Itmad-ud-Daulah's Tomb,
Radhaswamy Samadhi, Dayalbagh, Jama Masjid, Mariyam's Tomb, Chini-ka-Roza and
Ram Bagh.
Aligarh
Aligarh is the headquarters of Aligarh district, formerly known as Koil, this was the site of an
important fort. The ancient city of Koil has traces of Buddhist and Hindu temples of great
antiquity. A famous Muslim University, Fort and Mosque are located here. The place is of
historic importance as the Aligarh movement for the betterment of the community
caught in difficulties after the 1857 Revolt, was started here by the Muslim leaders. It is also
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an important centre for handicrafts and metalware, especially locks. The nearest airport
to Aligarh is at Agra. It is also easily accessible by rail and road from any part of the State.
Mathura
Mathura is the headquarters of Mathura district. Mathura's history dates back to 600 BC
and archaeological remains have testified its importance. The earliest sculptural art of
India, which is Buddhist, emerged in this region. The places of interest include Shri Krishna
Janmbhoomi, Ghats, Jama Masjid, Kans Quila, Gila Mandir, etc. The nearest airport to
Mathura is Agra. It is also easily accessible by rail and road from any part of the State. The
tourist places in Mathura district are Vrindavan, Gokul, Mahuvan, Barsana and
Nandgaon.
3.5.2 Land requirement

The total land required for Yamuna Expressway is estimated at 2066 hectares (5106 acres)
as detailed hereunder:
Land for Linear Ali• nment

Area
S. No. Chainage Length (km) District
(Hectares) (Acres)
1 000.00 to 041.44 41.44 Gautam Budh Nagar 394.59 975.03
2 041.44 to 059.64 18.20 Aligarh 182.38 450.66
3 059.64 to 140.92 & 83.86 Mathura 823.57 2035.04
145.42 to 148.00
4 140.92 to 145.42 4.50 Hathras 44.63 110.28
5 148.00 to 165.53 17.53 Agra 170.03 420.14
Total 165.53 1615.00 3991.00
Land for other facilities like interchanges, toll plazas, fuel stations, parking area has been
estimated at approx 753 acres.
3.5.3 Characteristics of the area

Topography
The study area is situated between Latitude 27 0 00' N to 280 30' N and Longitude 77 0 30' E
to 780 15' E. The elevation ranges from 160 m to 205 m above mean sea level (msl). The
alignment is covered in several topographical maps of Survey of India, at 1:250,000 scale,
1:50,000 scale and 1:25,000 scale.
Slope
The minimum elevation along the alignment is 160 m, and the maximum is 205 m above
msl. The topography of the area is considered to be flat. The land surface on the eastern
side of the ridge slopes towards the river Yamuna with a general gradient of about 3.5 m
per km. The Yamuna River has an average gradient of about 1 to 6000 from north to
south. The slope along the proposed alignment is less than 4%. It implies that the land is
best suited to design the expressway, as cutting and fillings required will be minimum.
Hydrology and water table

The project road alignment is in the catchment area of Yamuna river and passes through
the high run-off area. A large area along river Yamuna gets inundated due to floods
despite earthen bunds existing at select locations. The general ground water table is
around 170 to 180 mts above msl in the project influence area underlain by discontinuous
aquifers in porous formations. The general direction of flow of ground water is NW to SE.
The potential of ground water yield varies from 1 to 10 litres/sec.
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Rainfall
The average rainfall along the alignment is 900-1000 mm/year. About 80% of the total
rainfall occurs in July, August and September months with peak rainfall in July month. The
table below shows the rainfall and temperature in the region along the alignment.
Rainfall (mm) Temp 0C

District
Aligarh 902 855 28.0 2.0
Mathura 820 867 45.4 1.4
Agra 951 1004 46.2 0.5
Geology
The entire area is composed of alluvium of the Ganga plain with small patches of
Dolomite/ Alwar group of rocks. The Kanker and Nudular limestone are common along
the Yamnua ravines. Water in the wells is blackish in nature with 52% salinity. The majority
of the area along the alignment is covered by unconsolidated sedimentary rock mainly
composed of alluvium. The vast alluvial and sandy tracts of recent to sub-recent age
occupy the greater part of the Gurgaon district and south of Delhi.
Industries
Majority of industries in the project area are agro-based. Other industries are textile-
based, live stocks-based, mineral-based and chemical-based. There is major oil refinery at
Mathura, sugar mill at Chhata in addition to leather industry at Mathura and Agra and
cotton prints at Mathura. There are cottage industries at Nohjhil and Mat and
miscellaneous at Raya.
3.5.4 Expressway Alignment

The Expressway is located at the western boundary of the State of Uttar Pradesh. It passes
through districts, Gautam Buddh Nagar, Aligarh, Mathura and Agra of the State Uttar
Pradesh. The Expressway is 165.537 Km long. The alignment of the Expressway between its
junctions with Greater Noida (Km 0) and NH-2 at Agra (Km 165.537) road has been
presently determined on the basis of strip survey from Km 0 to Km 165.537. The Expressway
corridor passes through the plains of Yamuna river basin comprising alluvium deposits. It
runs almost parallel to Yamuna river and goes closer at a few locations. There is no major
river crossing the proposed Project Corridor. A large network of Canals and its branches
exist in the project influence area. The Expressway crosses the Canal distributaries / Canal
branches, Canal field channels and Canal escapes at number of places.
The Expressway crosses NH-93, various State Highways, MDRs, ODRs and a large number
of village roads. The Expressway passes through predominantly agro-based region,
number of villages exist along the corridor. Their connectivity is mostly through village
tracks. However, there is always a requirement to maintain integrity of the region and
movement of carts, local pedestrians and local village operation which result in designing
a number of pedestrian or cart track crossings to retain the integrity and agricultural base
of the region.
The Project of Yamuna Expressway entails development of commercial, business and

industrial activities all along the corridor in a phased manner, more so with the opening of
the Expressway. Gautam Buddh Nagar University, Economic Zone, IT City Centre and a
number of commercial complexes are already in the planning stage in the initial portion
starting from Noida in Gautam Buddh Nagar. An international airport is also planned
around Km 33-35 along the expressway from zero point in Greater Noida. The
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development of Formula One track, the first of its kind in India, has already started near
Dankaur which is 10 km from zero point in Greater Noida.
Sections of the Corridor

In view of the varying characteristics of the Project Corridor, it has been divided into
following sections:
Section Location (Km)

1 Greater Noida - Taj International Hub Airport
2 Taj International Hub Airport/TEZ - Tappal
3 Tappal - Nohjhil
4 Nohjhil - Raya
5 Raya - Etmadpur
Greater Noida - Taj International Hub Airport

This section will have a large number of developmental activities including educational
institutions, commercial complexes, residential areas, international airport, business
development, etc. Presently it is an agro-based area, which will be transformed into a
modern developed region as it has lot of potential as well as plans which are likely to
come up. In view of this, the Project Corridor from Noida to TEZ/Taj International Hub
Airport (Km 0 to 35) is likely to get urbanized. It is proposed to plan this part of the corridor
in such a way that it can sustain high-density habitation and requirements of the
developmental activities.
Taj International Hub Airport - Tappal

This is a predominantly agro base region. The region has a network of local village tracks
and irrigation canals. This also includes MDR-70 (from Jewar to Khurja), which is crossing at
Km 37.7. The major crossing is at Tappal through SH 22 A (Tappal to Khair). The road
alignment is straight.
Tappal - Nohjhil
This is a predominantly agro-based region. The region has predominated network of local
village tracks and irrigation canal network. The major crossing is at Nohjhil through MDR
139, which goes towards Gaumat, Khair and Aligarh. There is a good network of local
roads like ODR, VRs and village tracks. In order to maintain basic culture of this region it
has been planned to have inter-village connectivity as an important factor. Since there
are a large number of tracks, these have been clubbed together through links roads or
service tracks to facilitate villagers.
Nohjhil - Raya
This section is more or less having the same agricultural base and village habitation as
that of Jewar-Nohjhil. In the design of structures and the corridor, this is more or less the
same as that of Jewar-Nohjhil where inter-connectivity of the villages has been
predominant. On the physical front, there is a big Nalla (stream), which flows along the
corridor in the region at and around Km75. The alignment of the corridor has been
adjusted in such a manner that it avoids re-crossings of this Nalla (stream). However,
necessary protection will form part of the engineering design.
This sector passes nearer to the important towns Surir, Mat and Raya. The corridor is kept
on the western side of these towns where the local habitation is scanty and the corridor
will not affect inhabitant area. At location Km110, the corridor crosses SH-33, Pilbhit-
Bareilly-Mathura, Bharatpur, which is an important State Highway giving vast coverage.
Railway track passes parallel to and very close to SH-33 from Mathura, known as North-
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Eastern Main Line - Kanpur-Acchut Meter gauge railway line and crosses the Expressway
corridor at Km 109.50 near Raya.
(v) Raya -Etmadpur

This section of the corridor passes through area which is a mixed part of the village base
and urban area. It passes close to important places like Gokul, Baldev and Khandauli. It
crosses NH-93 at Agra Sadabad Road. This section is potential to get developed and
urbanised with lot of developmental activities likely to get generated on the creation of
the corridor of Yamuna Expressway.
3.5.5 Details around the proposed alignment

Railway line
North-Eastern Railway main line, Kanpur Achhnera Section Metre Gauge railway line
running parallel to SH-33 crosses the Yamuna Expressway at Km 109.50 near Raya
(Dudadhori).
Catchment area of Yamuna and Nalla

The Yamuna Expressway runs almost parallel to the Yamuna River and comes closer at a
few locations. A large number of Nallas in the catchment area of Yamuna River cross the
Yamuna Expressway.
Canal pattern network

The economy of the state and the influence area of the project corridor are
predominantly agro-based. A large network of canals, rivers and distributaries exist in the
project influence area, which cross the Yamuna Expressway.
Major road crossings

The Yamuna Expressway takes off from Noida to Greater Noida Expressway from Km 23.00
towards right and joins NH-2 at Etmadpur near Agra. En-route the Yamuna Expressway
crosses NH-93, various SHs, MDRs, ODRs and a large number of village roads. The major
road crossings in the Yamuna Expressway are enumerated below:
Approximate Location Road Crossing

Km - 36.3 ODR Jewar to Sikanderabad
Km - 37.6 MDR Jewar to Khurja
Km - 48.2 SH-22A Tappal to Aligarh
Km - 67.3 MDR 139 Naujhil to Khair
Km - 80 MDR 123 Surir to Sultanpur
Km - 89 MDR 123 Surir to Mat
Km - 100 MDR 123 Mat to Raya
Km - 109 SH-33 Mathura to Hathras
Km - 123 MDR 102 Mathura to Soda bad
Km - 153.4 NH-93 Agra to Aligarh
Km - 159 MDR Agra to Jalesar
Km - 165.537 NH2 Etmadpur
3.5.6 Project scope

3.5.6.1 Pre-construction activities
Land Acquisition
The land required for the Expressway shall be provided by YEA to the Concessionaire, in
width of 100 meters along the alignment of the Yamuna Expressway with additional land
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width, where required, for development of other facilities like Toll Plazas etc. The land
would be leased, free from all encumbrances, for a period starting from the date of
transfer till the end of the Concession Period through a lease deed. The sole premium of
the transferred land would be equivalent to the acquisition cost plus a lease rent of Rs 100
per hectare per year.
A brief status of land acquired for the Expressway and Interchanges as on March 310,
2009 is as under:
Required Acquired by JIL Amount Total amount
(In Acres) (In Acres) required to already paid
be paid to YEA
Expressway 3991 3991
Rs. 900 crores Rs. 831 crores
Interchanges 753 41
Total 4744 4032
Utility Shifting and Removal of Trees

The Concessionaire shall be actively involved to complete this task. The cost of the same
shall be borne by JIL.
Encroachment Removal
The Concessionaire at its own cost shall remove encroachments. YEA shall provide
administrative support to maintain law & order.
Clearances to be obtained
The Concessionaire shall obtain all necessary clearances required for implementing the
project from the concerned authorities. YEA shall provide support in this regard.
3.5.6.2 Scope of Construction Work

The Concessionaire, as per the requirement of the CA, has submitted a DPR to YEA for
approval in the year 2003 and the alignment was approved. Thereafter, the
Concessionaire had submitted a revised DPR to YEA after factoring in the impact of the
changes in the study area since the date of execution of the CA.
Brief details of the main items included in scope of work as per the approved DPR are
given below:
(a) Cross Section

Right of Way (ROW)
The ROW is 100 m. However, for improvement of existing junctions, interchanges, road
side facilities, toll plaza etc, design envisaged to be are as per functional requirement.
Roadway Details
Number of Lanes and Lane Width
The Expressway is designed as a dual carriageway with three lanes on each side
with provision for future extension to four lanes on either side. The width of each
carriageway of three lanes is 11.25 m. Additional lanes when provided will be of
3.75 m width.
Central Median
The width of the central median, reckoned between the edges of the Carriageway
is 6 m. and will be curbed on edges. The median shall be planted with suitable
shrubs. Suitable arrangement for draining the median shall also be made.
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Edge Strips
The edge strips on the median side shall be 0.70 m wide and on the shoulder side it
shall be 0.50 m wide.
Hard Shoulder
Keeping in view the 8-laning of the road in future and avoiding the longitudinal joint
in rigid pavement, it is proposed to provide a 3.25m wide paved shoulder so that for
future extension to eight lanes, the paved shoulder along with the edge strip of 0.5m
will form the extra lane.
Earthen Shoulder
The Earthen shoulder at the extreme edge of the roadway shall be minimum 1.5 m
wide in the line with the Ministry Guidelines. However keeping in view the future
extension (to 4 lanes), the earthen shoulder has been kept as 5.1m including 2.8m
width for future extension and 2.3m width for accommodating earthen shoulder,
surface drain and crash barrier.
Total Road Width

Total roadway width shall be 47.6 m.
(vii) Cross-slope
Each carriageway and paved shoulder shall have single one- sided cross slope of
2.00 per cent. Earthen shoulder shall have a slope of 3.0 %.
(b) Pavement
The proposed Yamuna Expressway has been designed as a Cement Concrete Pavement.
The cement concrete pavement has been considered in view of the recent
developments in the design methodology, which takes into account the fatigue behavior
of cement concrete and also the availability and use of mechanized construction
equipment for quality control.
Studies have indicated that though the initial cost of Cement Concrete Pavement is
approximately 50 percent higher but the maintenance cost of flexible pavement is four
times. In addition to above few more points in favor of cement concrete pavements
indicate their suitability as compared to flexible pavements:
It is possible to design a mix for high strength cement concrete whereas bituminous
pavements have the limitations that bituminous mixes with very high stability are not
desirable due to the requirement of minimum voids.
The design thickness of cement concrete pavements is marginally affected by the
strength characteristics of the underlying base/sub-base layers and the sub-grade as
the load carrying capacity and stresses in cement concrete pavements are governed
by their flexural strength, a parameter which can be carefully controlled at site, the
role played by the underlying base/sub-base and sub-grade is to provide a uniform
sub-grade support.
Concrete pavements exhibit superior performance under moist and/or submerged
conditions whereas flexible pavements show a higher degree of
deformations/deterioration and warrant the need for frequent repairs and
maintenance.
Concrete pavements offer several obvious advantages such as their durability and
almost maintenance free performance.
(c) Service Roads

Facility is also designed to cater for local commuters This road network of service roads is
cate orized as under:
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Service road with carriageway 7.00 m: These are for likely urbanized area (selective).
Service road with carriageway 5.5 m: These are for village tracks connectivity
(selective) and to optimize the number of crossings.
The total length of service roads approximate to 168 Km
The envisa g ed service roads are as listed below:

Chainage Km
S.No. Remarks
From To
_ 1 0.000 13.600 Both side
2 23.170 37.650 One side
3 38.420 43.850 Both side
4 47.730 64.190 One side
5 74.240 74.980 Both side
6 76.400 76.500 One side
7 78.470 83.500 Both side
8 89.230 94.200 One side
9 97.810 106.420 Both side
10 118.380 118.600 One side
11 121.600 136.600 Both side
12 140.360 141.170 One side
13 148.320 165.500 Both side
(d) Structures
Vehicular underpass
The project envisages construction of 39 Vehicular Underpasses of width ranging from 10
m to 20 m.
Pedestrian/Cart/Cattle Underpasses
The project envisages construction of 64 Pedestrian/Cart/Cattle Underpasses between
km 2.910 to km 164.171.
Interchanges
Interchan•es listed below have been •ro•osed at the followin g locations:
S. No Name of Interchange Location (Km)
01 Noida Zero point
02 Taj International Hub Airport / TEZ 36.180
03 Tappal 48.030
04 Raya 109.040
05 Crossing with NH93 153.240
06 Crossing with NH2 165.537
Cross Drainage Structures (Bridges, Canal Crossings & Culverts),

The Expressway crosses Streams, Nallas and also Canals, Canal branches and Canal
escapes at various locations. These have been designed and placed in the following
categories:
Bridges
41 minor bridges are envisaged along the Yamuna Expressway.
Canal Crossing
The Expressway envisages construction of a 24 canal crossings as the corridor passes
through agro-based region. The canal crossings are categorised as under:
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Canal with service track

Canal without service tracks
Field Channels (minor crossings)
Culverts
Around 198 culverts are envisaged along the Expressway between chainage km 0.300 to
km 164.650. All the culverts are proposed to be of Box type with span ranging between
2m to 6m.
Road Drainage
The Expressway is in the catchment area of the river Yamuna. Being close to river
Yamuna, the rainwater would drain into the river.
Pavement Cross Slope / Camber

For quick dispersal of precipitation on road surface it has been so planned that water
travels the least distance. However, steep cross slope is objectionable from traffic
comfort consideration. Thus, a judicious balance has been kept between two conflicting
requirements. A unidirectional camber of 2.0% away from the median on the main
carriageway has been provided. The Valley curves being quite flat will be self draining
due to cross slope.
Median Drainage
The medians are proposed to be turfed for drainage across the pavement. At curves, the
outer carriageway is sloping towards median; the surface run off shall drain on to the
adjoining carriageway through the median.
Drainage of High Embankment

In high embankment locations it has been proposed that water would be collected
through kerb channels and brought down through chutes at 10 m distance.
Drainage over surface

All surface water from carriageway and service road is proposed to be initially collected
in roadside drains. The open drains would then carry water to the nearest cross drainage
structure i.e. bridge/culvert.
Drainage at intersections
At grade separators, discharge at intersection would be taken to a manhole at the edge
of the road. This upstream manhole is proposed to be connected to a downstream
manhole with NP-4 Hume pipe acting ,as an inverted siphon to drain out the water to the
downstream roadside drain.
Super elevated Portion

The water in the super elevated portion would pass through the drain provided in the
median at regular interval and meets the other side drain of carriageway.
Sub Surface Drainage

The sub surface discharge into the drains has been considered 0.8m below road surface.
The top 0.8 m of the drain is proposed to be provided with weep holes. The manholes
comprising pipes are envisaged so that the water collected in the sub grade due to
percolation, etc. drains into storm water drains.
Surface water run off

Surface water drainage is meant to remove the water from carriageway / service roads
where it would be harmful to users and lead to deterioration of pavement. Flowing water
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can also cause damage while flowing down the shoulders and side slopes. The flow can
cause erosion and siltation.
(e) Road Signs and Markings

Route Marker Signs
The design, location, materials, definitions plate, route marker assembly at junctions with
numbered routes, colour of back sign of post and inscription are proposed to be as per
IRC-2 : 1968.
Type design for Kilometer stones

The design, materials, script and sequence of inscription; size, shape and spacing of
letters / numerals, colour, background, inscription and placement of 200m Stone are
proposed to be as per IRC- 26 and kilometer and 5 kilometer stone shall be done as per
IRC:8 - 1980.
Road Signs and Post:

The methodology to be followed in the use, sitting with respect to carriageway,
orientation, materials, ports, mountings, colors sizes, letters etc. are proposed to be as per
IRC:67-2001.
Road Marking
Road Markings perform important functions of guiding and controlling traffic on an
Expressway. The markings serve as a psychological barrier and signify the delineation of
traffic hazards for safe movement of traffic. Road markings channelise, ensure smooth
and orderly flow of traffic. The materials, colour, size etc of road marking shall are
proposed to be as per IRC : 35-1997.
Overhead Sign Board

Overhead Sign Board with reflectorised paint on the panels is proposed to be provided as
per international practice.
( 1) Street Furniture
A modern Expressway facility requires a number of items of street furniture. The provisions
of these shall be made on the basis of recent Guidelines evolved under the Ministry of
Road Transport & Highway's Research Project R-63 : "Development of Aesthetic Design for
Road side Furniture'. The provision of these considerations would ensure that:
The designs are aesthetically pleasing and blending with the surrounding
environment;
They are utilitarian;
They also do not intrude into the overall appearance of the facility;
The materials and specifications adopted are of a high quality so that their
maintenance is minimum;
They enhance the safety of travel
These ore listed below:

Traffic Safety Barriers
Roadside Railings
Street Light Poles
Traffic Sign Posts
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(g) Yamuna Expressway Facilities
Toll Plaza (5 Nos.)
Five Toll Plazas are proposed along the Expressway at locations as detailed below:
Plaza Section Km
I Between Noida & Zero point on -2.40
Noida-Greater Noida Expressway
II Zero point to 47 Kms 7.20 to 9.25
III Zero point to 47 Kms 40.50 to 42.55
IV 47 Kms to 110 Kms 98.00 to 99.65
V 110 Kms to 165.537 Kms 149.50 to 151.15
Rest Area
The rest areas shall provide the user with an opportunity to halt in an atmosphere, which
affords a distinct change from the monotony of expressway driving. The rest areas are
proposed to be provided with acceleration and deceleration lanes, water supply,
sanitary facilities and wastewater drainage, road signs and markings.
The rest area are proposed with separate parking zones for passenger cars and for heavy
vehicles and buses; these areas shall be provided with benches, tables, shelters, king
fountains, maps with tourism information set up so as to require only intermittent external
supervision, with a small coffee shop, a public telephone, an electric power hook-up and
lighting system
Roadside Facility
The road side facility areas are proposed to include fuel, lubricants and mechanical
assistance, rest, refreshment and toilet facilities, overnight accommodations for users, plus
shops and tourism services. The combination of services offered at this facility would
depend on the overall Yamuna Expressway plan for the relevant section of the
expressway.
The main combinations are as follows:

Fuel station + coffee shop or stalls;
Fuel station + restaurant + workshop + stalls;
c) Fuel station + restaurant + motel + workshop + stalls
Plantation 8 Landscaping
Plantation along the Expressway is very important element of the Project Facilities and it
provides clear, pleasant and aesthetic environment to the road users. The plantation
offers protection and shade to the road. Planting shrubs and turf on slopes saves the
embankment from erosion and settlement. The trees absorb unwanted gases and give
out oxygen and thus act as lungs of the corridor. The trees are an effective check on dust
ingress too. The dense foliage shrubs planted on the median act as antiglare screen for
the traffic plying in the opposite directions at night. Planning of appropriate plantation
and landscaping are essential exercises in protecting the environment of the project
corridor.
The scope of plantation activity would include planting of trees and ground cover of
appropriate variety at locations such as surplus road on ROW and median strip, sodding
and planting the earthen areas of the Expressway sides and afforestation. Landscaping
would be carried out as per IRC standards and MOSRTH specifications.
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3.6 Real Estate Development

JIL is entitled to 2500 hectares of land at five locations along the Expressway for real
estate development. The said land shall be leased to JIL and JIL can develop the land in
terms with the provisions of the CA. The details of the various land parcels are as under:
• Site - 1: 500 Hectare (1235 acres) in Noida at about 6 Km on the existing
Expressway from Noida end.
• Site - 2: 500 Hectare (1235 acres) in Dankaur at about 8 to 11 Km of proposed
Yamuna Expressway.
• Site - 3: 500 Hectare (1235 acres) between Dankaur and proposed Taj Economic
Zone (TEZ), at about 15 to 18 Km of proposed Yamuna Expressway.
• Site - 4: 500 Hectare (1235 acres) on both sides between proposed Taj
International Airport Hub and Tappal, at about 42 to 46 Km of proposed
Yamuna Expressway.
• Site - 5: 500 Hectare (1235 acres) on both sides of proposed Yamuna Expressway,
at about 158 to 165 Km of proposed Yamuna Expressway
Status of land ac•uisition is as under:

S. Area
Location District Status of Land Acquisition
No. (in Acres)
1150 acres already leased to JIL/JAL,
Status of balance 39 acres of land:
Proposals have been prepared by NOIDA and sent to DM. G.B. Nagar for
Gautam 1235
1. Noida taking necessary action including promulgation of notice under section
Budh Nagar Acres
4/17 of Land Acquisition Act.
11 acres of land under resumption
35 acres of land yet to be identified.
Area identified along the Yamuna Expressway near village Dankaur.
Gautam 1235 Engineering survey completed and revenue maps prepared.
2. Dankaur
Budh Nagar Acres 300 acres - promulgation of notification u/s 6/17 of Land Acquisition Act.
935 acres - promulgation of notification u/s 4/17 of Land Acquisition Act.
Area identified along the Yamuna Expressway near village Mirzapur.
Gautam 235
1
3. Mirzapur Engineering survey completed and revenue maps prepared.
Budh Nagar Acres
Area identified along the Yamuna Expressway near village Tappal.
1235
4. Tappal Aligarh Engineering survey completed and revenue maps prepared.
Acres
Area identified along the Yamuna Expressway on NH-2 in Agra.
1235
5. Agra Agra Engineering survey completed and revenue maps prepared.
Acres
Company has already started making payment for the land acquisition to YEA. Status of
payments made is as follows:
Rs. in crores
S.No. Location Amount paid Balance Amount Total
1 Noida 336 38 374
2 Dankaur 56 384 440
3 Mirzapur 68 372 440
4 Tappal 39 191 230
5 Agra 40 195 235
Total 539 1180 1719
As on 31 st March 2009, JIL has received consideration aggregating Rs 555.23 crore as real
estate proceeds.
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4. CONTRACTUAL DOCUMENTS
4.1 Concession Agreement
(a) The concession grants JIL the right to:
Develop, design, engineer, finance, procure and construct the Yamuna
Expressway;
Upon completion of the Expressway and during the Concession Period, manage,
operate & maintain the Expressway and regulate the use thereof by third parties;
Demand, manage and collect appropriate Fees from vehicles and persons liable
to payment of Fees for using the Yamuna Expressway or any part thereof and
refuse entry of any vehicle to the Yamuna Expressway if the due Fees is not paid;
The Concessionaire shall be granted, by YEA, rights for land development of 2500
hectares of land along the proposed Yamuna Expressway for commercial,
amusement, industrial, institutional and residential development. The land for the
purpose of development is being provided by YEA along the Yamuna Expressway
at five or more locations. The aforesaid land for development shall be in addition
to the land for construction of Yamuna Expressway;
YEA shall grant leave and license to the Concessionaire to use the expressway
between Noida Toll Bridge and Greater Noida, already constructed and opened
for general public by GOUP. The Concessionaire shall be entitled to collect and
retain the fee from the users of the expressway between Noida and Greater
Noida during the term of the Concession Agreement;
The concession period for the project is thirty-six years (36 years) from the COD. The
construction period as per the executed CA is 7 years from the date of the CA, with
provision for extension. Since the Project has been delayed due to delay in land
acquisition, JIL approached YEA for extension of the construction period and the same
has been extended upto April 2013. This instant appraisal assumes a construction period
of 39 months ending on 31 0 march 2011. JIL shall have the right to toll the traffic as soon as
it receives Completion or the Substantial Provisional Completion Certificate from YEA.
(b) Land details and handing over schedule

Land for Yamuna Expressway
The Yamuna Expressway, in terms with the CA, has been contemplated to be developed
in three phases as under:
Phase Description
Phase 1 Expressway stretch between Greater Noida and the proposed Taj
International Airport.
Phase 2 Expressway stretch between the proposed Taj International Airport and an
intermediate destination between the proposed Taj International Airport and
Agra as may be mutually agreed between the Parties.
Phase 3 Expressway stretch between the aforesaid intermediate destination and Agra.
In accordance with the envisaged Phases, the land for the Yamuna Expressway would be
released as per the following stages:
Stage Remarks
Stage-1 Land for Phase 1 of the Yamuna Expressway within 6 months of finalization of
Alignment of the Yamuna Expressway.
Stage-2 Land for Phase 2 of the Yamuna Expressway within 12 months of finalisation of
Stage-3 Land for Phase 3 of the Yamuna Expressway within 18 months of finalisation of
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The land shall be leased for a period starting from the date of transfer till the end of the
Concession Period through mutually agreed lease deed. The land shall be transferred to
the Concessionaire free from any encumbrance.
The sole premium of the transferred land shall be equivalent to the acquisition cost plus a
lease rent of Rs 100 per hectare per year. The acquisition cost shall be the actual
compensation paid to the landowners without any additional charge. The lease rent shall
be paid by the Concessionaire to YEA on an annual basis. The status of land leased to JIL
by YEA has already been enumerated earlier.
Land for development

Land for development shall be released in the following three stages:
Stage Remarks
Stage 1 10% land (250 hectares) would be made available after the Concessionaire
makes financial arrangement for Phase 1 to the satisfaction of YEA
Stage 2 10% land (250 hectares) would be made available within 6 months of Stage 1,
provided the Concessionaire:
Finalizes the DPR
Commences construction of Phase 1
Makes financial arrangement for Phase 2 to the satisfaction of YEA
Stage 3 Balance 80% land (2000 hectares) for development would be made available
within 12 months of Stage 1, provided:
YEA accepts the DPR study prepared by the Concessionaire.
YEA is satisfied with the physical progress of Phase 1 and Phase 2.
Concessionaire makes financial arrangement for Phase 3 to the
satisfaction of YEA.
The land shall be transferred to the Concessionaire free from all encumbrances on the
following terms and conditions:
The land shall be transferred though mutually acceptable lease deed for a period of
90 years;
The land to be transferred would be as per the request of the Concessionaire and
subject to availability, in such a manner that the Concessionaire is able to achieve a
minimum Floor Area Ratio (FAR) of 1.50. If due to local by laws or other statutory
provisions, it is not possible for the Concessionaire to achieve a FAR of 1.50, then YEA
shall evolve suitable mechanism so as to enable the Concessionaire to achieve a FAR
of 1.50:
The sole premium of the transferred land shall be equivalent to the acquisition cost
plus a lease rent of Rs 100 per hectare per year. The acquisition cost shall be the
actual compensation paid to the landowners without any additional charge. The
lease rent shall be payable annually for 90 years from the date of transfer of the land;
The Concessionaire shall be entitled to further sub-lease developed/undeveloped
land to sub-lessees /end-users in its sole discretion without any further consent or
approval or payment of any charges / fee etc. to YEA or any other relevant authority;
After sub-lease of part of the land by the Concessionaire, the same can be
transferred / assigned without requiring any consent or approval of or payment of any
additional charges, transfer fee, premium etc. to YEA or any other relevant authority
and/or there can be subsequent multiple sub-leases of the land in smaller parts. The
lease rent of the respective sub-leased portion of land shall be paid by the sub-lessees
/ transferees to YEA directly on pro-rata basis (g) Rs. 100 per hectare per year. The
Concessionaire shall pay the lease rent for the land remaining in its possession;
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Each sub-lease and /or transfer after execution thereof shall be notified by the
transferor or the transferee or the sub-lessor / sub-leassee to YEA and till such time it is
so notified the transferor / sub-lessor shall remain jointly and severally liable alongwith
the transferee / sub-lessee for payment of lease rent to YEA;
The Concessionaire shall be free to decide the purpose for which the transferred land
will be used viz. commercial, amusement, industrial, institutional, residential etc. The
land use shall however be as per the applicable Master Plan and other regulations;
The status of land leased to JIL by YEA has already been enumerated in the previous
chapter.
(c) Main Obligations of JIL

Design, engineer, procure, construct, finance, complete and maintain the Project
on BOT basis in accordance with the provisions of the CA;
Make necessary and appropriate financial arrangements for implementation of
different phases of the Yamuna Expressway project;
Obtain necessary approvals / clearances;
Make its own arrangement for quarrying, observe and fulfill the environmental and
other requirements under Applicable Laws and Applicable Permits at its own cost
and expense;
Be responsible for soundness and durability of the Expressway ;
(d) Main Obligations of YEA

Provide to the Concessionaire the Site and the right of way and access to the Site,
free from Encumbrance and permit peaceful use of the site by the Concessionaire
under and in accordance with the provisions of the CA;
Assist and provide support to JIL in obtaining Applicable Permits;
Enable access to vacant site free from all encumbrances;
Assist the Concessionaire in obtaining access to all necessary infrastructure
facilities and utilities;
Ensure that external development comprising among others electricity supply,
water supply, drainage arrangements etc. in relation to land already developed
in Noida and Greater Noida is completed by YEA without any cost to the
Concessionaire;
Undertake external development of undeveloped land or assist the
Concessionaire in getting the external development done through other
authorities;
Ensure that the expressway between Noida Toll Bridge and Greater Noida is
completed in all respect by Noida/ Greater Noida Authority and transferred by
Noida/Greater Noida Authority to YEA and handed over to the Concessionaire
before COD;
(e) Project Development & Operations

Use and Development of the Site
YEA grants to the Concessionaire during the Construction Period and the Concession
Period the right to enter upon the Site to survey, design, procure, construct, operate and
maintain the Yamuna Expressway including other facilities in accordance with the
provisions of the CA.
Monitoring and Supervision of Construction

In terms of the provisions of the CA, the Concessionaire is required to submit to YEA
monthly progress reports of actual progress of the works on the Yamuna Expressway. YEA
or its representatives are entitled to inspect the works and may issue inspection reports.
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The Concessionaire is required to take prompt remedial action in case such reports of YEA
point out any deficiencies.
Completion
The execution of the Yamuna Expressway shall be deemed to be complete and can be
opened for traffic on issuance of Completion Certificate or Substantial Completion
Certificate. YEA shall issue the Completion Certificate or Substantial Completion
Certificate, as the case may be, after the Concessionaire as per the direction of YEA has
carried out Tests. The relevant Tests would be undertaken in accordance with relevant I.S.
Code / Standard Practices.
Operation and Maintenance

The Concessionaire shall operate and maintain the Yamuna Expressway by it self or
through Operation and Maintenance Contractors (O&M Contractors) and if required
repair or otherwise make improvements to the Yamuna Expressway to comply with
specifications and standards and other requirements set for the in the CA. Further, the
Concessionaire is required to:
Permit safe, smooth and reasonably uninterrupted flow of traffic during normal
operating conditions;
Charge, collect and retain the Fees in accordance with the provisions of the CA;
Minimize disruption to traffic in the event of accidents or other incidents affecting the
safety and use of the Yamuna Expressway by providing rapid and effective response
and maintaining liaison procedures with emergency services;
Undertaking routine maintenance including prompt repairs of pot holes, cracks, joints,
drains, lighting and signage;
Undertake major maintenance such as resurfacing of pavements, repairs and
refurbishment of tolling systems and hardware and other equipment;
Carry out periodic preventive maintenance to the Yamuna Expressway, including
tolling system;
g. Adhere to safety requirement.
(f) Other Important Provisions
The CA provides that YEA, COUP or any other government organization or local body,
shall not construct and operate either itself or have the same, interalia, built and
operated on BOT basis or otherwise, any expressway or other road between, interalia,
Noida and Agra "Competing Road Facility" without mutual agreement of YEA and
the Concessionaire, if construction of such a facility in anyway, is likely to adversely
affects the revenue of the Concessionaire.
In case a Competing Road Facility is provided and it is found by the Concessionaire

that it is adversely affecting the revenue of the Concessionaire, then the CA provides
for extension of the Concession Period so as to place the Concessionaire in the same
financial position as it would have occurred had there been no Competing Road
Facility.
CA entitles the Concessionaire to transfer or handing over of possession of land given

by YEA to the Concessionaire for development, either in part or in full, by executing
license / lease deed / sub-lease deed / or any document, as may be appropriate
and required for development of said land.
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• CA entitles the Concessionaire to mortgage, pledge or hypothecate the land for

development and Yamuna Expressway and the assets created thereon to the
Financial Institutions and other lenders for financial assistance;
(g) Force Majeure

The Force Majeure (FM) events under the concession are classified into three categories
viz. Non-political FM events, political FM events and indirect Political FM events. The
concession further provides for following payments for termination due to JIL under the FM
events:
Termination Payment under various Force Majeure events
FM Events Event Termination Payment

Non-political Acts of God or events beyond the In respect of land for development:
reasonable control, exceptionally The rights of the Concessionaire in
adverse weather conditions, relation to the land for development to
lightning, earthquake, cyclone, the extent such land has been
flood, volcanic eruption or fire or transferred to the Concessionaire shall
landslide, not be affected and shall survive.
Radioactive contamination or However, subject to the foregoing, the
ionizing radiation, Concessionaire shall not be entitled to
Strikes or boycotts, any further land for development after
Inability of the Contractor to fulfill its Termination of the CA.
obligations due of any Non-Political The Concessionaire shall have the
Event, option to return to YEA, part or full land
e. Any judgment of a competent already transferred by YEA to the
jurisdiction or statutory authority in Concessionaire. Should the
India made against the Concessionaire opt to return to YEA any
Concessionaire for reasons other such land (either in part or in full), YEA
than failure of the Concessionaire to shall pay to the Concessionaire:
comply with the provisions of the Acquisition cost of the land paid by
CA, etc. the Concessionaire;
Indirect a. An act of war, invasion, armed All the development costs, including
Political conflict or act of foreign enemy, but not limited to the cost of
blockade, embargo, riot, development of land, construction of
insurrection, terrorist or military buildings and roads, and other
action, facilities;
Civil commotion or politically All the incidental costs including

motivated sabotage which prevents liabilities created on the
collection of Fees, Concessionaire on account of the
Industry wide or state wide or India Termination of the CA;
wide strikes or industrial action which iv. Financing cost including interest @ SBI
prevent collection of Fees PLR plus two percent on the costs
d. Any public agitation which prevents under (i), (ii) & (iii) above.
collection of Fees c) YEA shall also be responsible and liable
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FM Events Lvent Termination Payment

Political Change in Law, to refund all payments us may be have
Expropriation or compulsory been made by the Concessionaire
acquisition by any Governmental towards such land for acquisition which
Agency of any Project Assets or is not transferred to the Concessionaire.
rights of JIL or of the Contractors; or In respect of Yamuna Expressway
c. Unlawful or unauthorized or without The land for Yamuna Expressway along with
jurisdiction revocation of, or refusal the construction done on this land shall be
to renew or grant without valid transferred by the Concessionaire to YEA
cause any consent or approval and YEA shall pay to the Concessionaire:
required by JIL. Acquisition cost of the land paid by the
Concessionaire;
All development costs, including but not
limited to the cost of development of
land, cost of works executed on the
land and cost of other facilities;
All incidental costs including liabilities
created on the Concessionaire on
account of the Termination of the CA;
Financing costs including interest @ SBI
PLR plus two percent on the costs under
(i), (ii) & (iii) above.
Repayment of Interest free loan
In the event of Termination of the CA due to
FM event, the Concessionaire shall not be
liable to repay the balance amount of the
loan in respect of Noida-Grater Noida
Expressway.
(h) Events of Default & Termination Provisions

If JIL fails to perform its duties under the concession or perform its statutory obligations or
construct the project as per the schedule or operate and maintain the project facilities,
YEA may instruct JIL to remedy such default within a one hundred and eighty-day period
or any longer period as permitted by YEA. If, however, JIL does not remedy its default to
the satisfaction of YEA or goes into liquidation, reconstruction or similar process or
becomes insolvent, YEA can terminate the agreement by giving a further sixty-day notice
period.
If as per the CA, YEA has caused Material Adverse Effect on the performance of the
Project or YEA repudiates the CA or otherwise evidences an irrevocable intention not to
be bound by the CA or Government of India (G01), GOUP or any either Governmental
Agency have by an act of commission or omission created circumstances that have
Material Adverse Effect on the performance of the Concessionaire, the Concessionaire
may give ninety-day Cure Period to YEA or any other agency/ authority in default. Should
YEA or such other agency/authority fails to cure the default in the Cure Period, the
Concessionaire shall be entitled to terminate the CA by giving a sixty-day notice in writing
to the YEA.
The CA provides for the following compensation provisions on termination of the

concession agreement under various events of termination:
Event of Default Termination Payment

JIL event of In respect of Land for Development
default a. The rights of the Concessionaire in relation to the land for development to
the extent such land has been transferred to the Concessionaire shall not
be affected and shall survive. However, subject to the foregoing, the
Concessionaire shall not be entitled to any further land for development
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after Termination of the CA.
b. The Concessionaire shall have the option to return to YEA, part or full land
already transferred by YEA to the Concessionaire. Should the
Concessionaire opt to return o YEA any such land (either in part or in full),
YEA shall pay to the Concessionaire:
Acquisition cost of the land paid by the Concessionaire;
All the development costs, including but not limited to the cost of
development of land, construction of buildings and roads, and other
facilities;
All the incidental costs including liabilities created on the
Concessionaire on account of the Termination of the CA;
Financing cost including interest @ SBI PLR plus two percent on the costs
under (i), (ii) & (iii) above.
c. YEA shall also be responsible and liable to refund all payments as may be
have been made by the Concessionaire towards such land for acquisition
which is not transferred to the Concessionaire.
In respect of Yamuna Expressway

The land for Yamuna Expressway along with the construction done on this land
shall be transferred by the Concessionaire to YEA and YEA shall pay to the
Concessionaire:
All development costs, including but not limited to the cost of development
of land, cost of works executed on the land and cost of other facilities;
All incidental costs including liabilities created on the Concessionaire on
Financing costs including interest @ SBI PLR plus two percent on the costs

In the event of Termination of the CA due to FM event, the Concessionaire shall not
be liable to repay the balance amount of the loan in respect of Noida-Grater
Noida Expressway in terms with clause 3.6 of the CA.
The Concessionaire shall, without prejudice to the Concessionaire's and YEA's rights
under the CA shall be liable to ba y Rs Ten Crore to YEA.
YEA event of In respect of Land for Development
default The rights of the Concessionaire in relation to the land for development to
the extent such land has been transferred to the Concessionaire shall not
be affected and shall survive. However, subject to the foregoing, the
Concessionaire shall not be entitled to any further land for development
after Termination of the CA.
The Concessionaire shall have the option to return to YEA, part or full land
already transferred by YEA to the Concessionaire should the
Concessionaire opt to return to YEA any such land (either in part or in full),
YEA shall pay to the Concessionaire:
All the development costs, including but not limited to the cost of
development of land, construction of buildings and roads, and
other facilities;
All the incidental costs including liabilities created on the
Concessionaire on account of the Termination of the CA;
Financing cost including interest @ SBI PLR plus two percent on
the costs under (i), (ii) & (iii) above.
c. YEA shall also be responsible and liable to refund all payments as may be
have been made by the Concessionaire towards such land for acquisition
which is not transferred to the Concessionaire.
In respect of Yamuna Expressway

ure Juno rur T (.11111JFICI t xpresswuy ulurip WITF1 me CAMISITU(-110r1 aurae on IIIIS Iona
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shall be transferred by the Concessionaire to YEA and YEA shall pay to the
Concessionaire:
All development costs, including but not limited to the cost of development
of land, cost of works executed on the land and cost of other facilities;
All incidental costs including liabilities created on the Concessionaire on
Financing costs including interest @ SBI PLR plus two percent on the costs

In the event of Termination of the CA due to FM event, the Concessionaire shall not
be liable to repay the balance amount of the loan in respect of Noida-Grater
Noida Expressway in terms with clause 3.6 of the CA.
4.2 Yamuna Expressway Lease Agreement

The total land required for Yamuna Expressway is 5106 acres. The said land for the
Yamuna Expressway is proposed to be leased to JIL for the period of the Concession by
YEA. JIL has executed/would execute appropriate Lease Deed for such land. The salient
features of the Lease Deed are as under:
Features Remarks
Lessor YEA
Lessee JIL
Period of Lease From the date of possession of Leased Land till expiry or
termination of the Concession Agreement
Lease Rental Rs 100/ hectare of land leased per year
Right to create encumbrance The Lessee shall have the right to mortgage, pledge,
hypothecate or otherwise alienate in any manner the
Leased Land as well as all its rights, titles and interests in
the said land in favour of the Lessee's lenders/trustees
for the lenders of the Lessee.
Right of the Mortgagee The Mortgagee shall have the right, with prior notice to
the Lessor, to deal with and dispose off within the
provisions of law in any manner whatsoever the
Mortgaged Land for realization of any or all amounts
due and payable by the Lessee to the Mortgagee.
4.3 Lease Agreement of Developable Land

The total land required for Real Estate Development is 6175 acres. JIL has executed/would
execute appropriate Lease Deed for such land. The salient features of the Lease Deed
are as under:
Features Remarks
Lessor YEA
Lessee JIL
Period of Lease From the date of transfer of Leased Land for term of 90
years.
Lease Rental Rs 100/ hectare of land leased per year
Right to sub-lease the whole or The Lessee shall have the unfettered right to sub-lease
part the whole or any part of the Leased Land, whether
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Features Remarks
developed or undeveloped, and whether by way of
plots or constructed properties or give on leave and
license or otherwise dispose of its interest in the Leased
Land or part thereof / permit to any person in any
manner whatsoever, without requiring any consent or
approval of or payment of any additional charges. The
Sub-lessees of the Leased Land are also permitted to
further lease land in their possession. Hence, the Lease
Deed permits multiple sub-lease of the Leased Land in
smaller parts.
Right to create encumbrance The Lessee shall have the right to mortgage, pledge,
hypothecate or otherwise alienate in any manner the
Leased Land as well as all its rights, titles and interests in
the said land in favour of the Lessee's lenders/trustees
for the lenders of the Lessee.
Right of the Mortgagee The Mortgagee shall have the right, with prior notice to
the Lessor, to deal with and dispose off within the
provisions of law in any manner whatsoever the
Mortgaged Land for realization of any or all amounts
due and payable by the Lessee to the Mortgagee.
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5. EXPRESSWAY EXECUTION STRATEGY

5.1 Contractual Structure for Project Implementation
JIL has executed/proposes to execute contractual arrangements with various project
parties to ensure smooth implementation and operation of the project. The contractual
structure has been designed taking into account optimum risk allocation among various
project parties and compliance with the applicable regulatory requirements. The
proposed contractual arrangements for the project are presented below:
JAL O&M
Lenders
Contractor
(optional)
Debt Equity
Financing & Security Arrangement
Works Contract
(JAL)
J I L
Concessionaire
Project
Management
Lenders
Engineer Traffic Study Design Aid
Design Consultant
Concession Agreement
YEA
Yamuna Expressway - Project Contractual Structure
5.2 Works Contract
JIL has entered into a Works Contract with JAL ("Contractor") on 27 th November 2007 for
implementation of the Project. The said contract is on a "Cost Plus" basis. JAL has rich
experience in undertaking construction activity in the field of infrastructure and
commercial projects. JAL is a diversified business entity having presence in various
segments such as Engineering & Construction, Cement Manufacturing, Power Generation
(Thermal, Hydro and Wind), Real Estate, Roads & Expressways, Oil & Gas Exploration,
Mining and Hotels.
Works Contract Structure
a. Scope of Works ("Works")

Road Works including but not limited to structures such as Culverts, Underpasses,
Bridges and Interchanges;
Toll Management system;
Highway Traffic Management System
Miscellaneous works including utilities and road safety arrangements;
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Other Works such as things to be supplied/done and services/activities to be

performed.
b. Key Features of the Works Contract

Commencement of the contract - the Works Contract commences from the date of
its execution.
Period of Completion of Works - 36 months from the date of execution of the Works
Contract, with provision for extension.
Materials and Equipments
The Contractor shall be responsible for arrangement of all materials for use
and incorporation of in the Works;
The required material would be purchased from vendors from within and
without the State of UP, selected by a Joint Committee comprising
representatives of JIL and the Contractor;
c. The Contractor shall be responsible for arrangement of all the equipments
necessary for the execution of the Works;
The Contractor shall not sub-contract, transfer or assign the entire Works to any other
party. The Contractor may, however, engage sub-contractors for various parts of the
Works. The Contractor shall remain fully responsible to JIL for such sub-contracts.
If the Contractor fails to achieve completion of Works within the specified period or
such extended period granted by JIL, then the Contractor shall pay to JIL, liquidated
damages for every week of delay an amount of Rs 2 crore (Rupees Two crore) for the
period of delay in completion of the Works subject to a maximum of Rs 100 crore
(Rupees hundred crore).
The Contractor shall be responsible for making good as soon as practicable any
defect in or damage to any section or part of the Works which may appear or occur
during 12 (twelve) months from the date of completion of Works ("Defects Liability
Period").
c. Main Obligations of the Contractor

The Contractor shall with due care and diligence perform and execute the Works and
arrange all labour, materials, machines, plant and equipments, zigs and fixtures, T&P,
consultants/specialists/sub-contractors etc. as required for planning, executing and
managing the entire Works in accordance with the provisions of the Works Contract;
The Contractor shall make all necessary arrangements for quarrying, transporting and
arranging different materials, including earth;
The Contractor shall make all arrangements for basic facilities like electricity,
sanitation, water supply etc.;
The Contractor shall make adequate arrangements for standby captive power;
The Contractor shall construct and maintain haulage road and the access roads
where necessary for the purpose of movement of materials and equipment;
In case, any diversion or closure of any existing road is necessary, the Contractor will
do it after approval of JIL and the concerned authorities.
d. Main Obligations of JIL

Enable access to the Site and permit its use in accordance with the Works Contract;
Provide the Right of Way (ROW) and structures of the Yamuna Expressway free from
all encumbrance, disputes, protests etc.;
Provide at suitable locations, reasonable land required for Contractor's camp
including temporary and ancillary works;
Provide design and drawings for execution of Works in accordance with the works
Contract;
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Assist and provide reasonable support to the Contractor in obtaining applicable

permits, approvals etc.
e. Value of Works
The amount payable to the Contractor for execution of Works under the Works
Contract shall be on "Cost Plus" basis
Direct Cost - It shall comprise the following:
Actual cost of all material including but not limited to actual wastage, all
applicable taxes, handling, storage, transportation, testing etc.
Actual cost of all manpower, labour, including cost of all benefits, facilities and
compensation provided to labour whether such labour is directly engaged by
the Contractor or through other agencies.
Direct Cost for new/ old plants, machinery, vehicles and equipments shall be
paid @2.5% per month of the procurement cost.
The procurement cost of new / old plants, machinery, vehicles and
equipments shall include :
invoiced price
freight
taxes
duty
octroi
insurance
handling
transportation
storage
inspection
installation
Actual cost of all sub-contracted works and services including taxes, duties,
levies and other charges carried out through the sub-contractors / consultants
/ specialists engaged by the Contractor or nominated by the Client.
Actual cost of plant, machinery, equipments and vehicles taken on rental
basis for execution of Works.
Actual cost of all tools, tackles, zigs and fixtures, T&P, construction - aids, safety
equipment, tents, tarpaulins, soft furnishing etc.
Actual cost incurred on additional scope of Works and reconstruction of any
part of Works due to change in design, Specifications or modifications,
ordered by the Client till the expiry of Defects Liability Period.
Indirect Cost - It shall comprise the following:
Actual cost incurred on salaries, allowances, and other benefits in respect of

all officers and staff including but not limited to project management,
supervision, security and other personnel of the Contractor engaged /
deployed for or in relation to execution of Works.
Actual cost of, temporary and ancillary works such as site offices, stores, go
downs, test laboratories, workshops, canteens, labour hutments including
furniture, appliances, telephone, office-equipment, stationery, postage,
testing of equipments etc. and all costs in connection with the setting up,
running, maintenance and removal thereof.
Actual cost of welfare facilities and motivational schemes such as medical
facilities, canteen facilities, incentives etc. at Site and Work area including
applicable ESI and PF (excluding employee own share).
(iv) Actual cost of mobilization and de-mobilization of all human and non-human
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resources at Site including retrenchment benefit to labour etc.

All actual taxes, duties, cess, levies and Statutory / Municipal charges / taxes
etc (except Income Tax and Professional Tax).
All actual charges incurred on insurance policies and losses, if any, not
covered by the insurance cover.
Actual costs associated with water and electricity supply and distribution at
Site for the Works including cost of storage, pumping and its network system
etc.
Actual cost incurred on repairs and breakdown all plants, machinery,
equipments and vehicles for the Works.
Reasonable and proportional expenses incurred by Corporate and/or Head
Office of the Contractor.
Actual cost for any other Site expenses and cost actually incurred in
connection with and / or incidental to the Works.
f. Payments
JIL shall pay to the Contractor a sum of Rs. 900 crore by way of mobilization advance.
The same has already been paid to the Contractor;
The payment for the Works executed shall be made by JIL on a monthly basis;
The Contractor shall submit to JIL monthly bills for all costs and amount as specified in
Value of Works;
The monthly progress payments shall be admissible to the Contractor subject to
recovery of advance paid;
All payments towards the Contractor's bills shall be treated as ad-hoc payments
which shall be adjustable in the final bill account after completion of the Works.
5.3 Execution Strategy

The entire Yamuna Expressway has been divided in to three packages vis-à-vis nature of
work. Further, each package has been divided into various sub-packages as detailed
hereunder:
Package Nature of work Sub-packages

A Earth work A-1 to A-15 - each sub-package is
of 10-12 km length
B Construction of Interchanges, Bridges B-1 to B-6 - each sub-package is of
and Vehicular Underpasses 28 km length
C Construction of Rigid Pavement and C-1 to C-3 each sub-package is of
Granular Layer 55 km length
JAL has engaged the services of Sub-Contractors for the various packages. The entities
have been selected based on their relevant experience and work done in the highway
sector. JAL has also engaged various entities as Project Management Consultants (PMC)
as detailed hereunder:
Package Chainage Name of Consultant

P1 0-28km LEA Associates South Asia Pvt. Ltd. (LASA)
P2 28-56km LEA Associates South Asia Pvt. Ltd. (LASA)
P3 56-1 10km Intercontinental Consultants & Technocrats Pvt. Ltd. (ICT)
P4 (A) 110-138km Scott Wilson India Pvt. Ltd. (SW)
P4 (B) 138-165.5km Consulting Engineering Services India Pvt. Ltd. (CES)
Each package is proposed to be headed by a Resident Engineer with Highway, Material,
iii
Bridge experts and a complete team of technically qualified and experienced engineers.
The typical oraan aram of PMC foLackaae is aiven at Annexure VI. Apart from the,
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PMC, JAL proposes to monitor the Project through its own team by dividing the entire
Project into three packages of 55km length. The typical organogram of each such
package is given at Annexure VII.
The basic structure for execution of the Project is as under:
Project Management Team &

Supervisory Staff
Design by evert consultants
V
ICT Design consultants for
Yamuna Expressway less
Interchanges
L.R. Kadlyall & Proof checkers of the designs
Associates of ICT
CES Design consultants for the 1
Interchanges Al
HT. Roorke Proof checkers of the designs
of ICT
Construction through experienced

contractors /subcontractors
Package: Construction of earthen

A-1 to A-15 embankment to include culverts,
cart tracks and under • asses
Project
ge: Construction of interchanges, bridges
Management B. o B- and vehicular underpasses
Consultant
Package: ranular Sub-base layer and Rigid
C-1 to C-3 Pavement
Other issues
Supply of equipment and material to Sub-Contractor: In-terms with provisions of the Works
Contract, JAL shall supply equipments and material to Sub-Contractors, as detailed
hereunder:

Contractor for Remarks
Sub-package

A Cement & Steel, free of cost to each sub-contractor of 10-12 km length

B Cement & Steel, free of cost to each sub-contractor of 28 km length
C Cement & Steel, free of cost
Further, the sub-contractors shall be provided 50 hectares of land for establishing

equipments, stockyard, workshops, stores, office, residential accommodation etc.
Following equipments are also proposed to be provided to each sub-contractor on
recovery basis:
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Slip form paver - 2 nos

Batching plants - 6 nos
Stone crusher including material handling tunnel - 2 nos
230mm downsize spalls are also proposed to be provided to sub-package C-1 & C-2 sub-
contractor. Spalls for package C-3 is envisaged by the sub-contractors themselves.
Mines
JAL has acquired mines at Charkhi Dadri, and Bhiwani. The spalls down to 230mm size
after primary crushing are proposed to be transported to various construction sites along
the Yamuna Expressway.
Camps
JAL has its offices and field hostels already in place at each camp location. One camp is
proposed at center of each 28 km length. The proposed location of camps along the
Yamuna Expressway is at km 14.00, km 38.00, km 67.00, km 101, km 124.00 & 158.00.
Laboratory
JAL proposes to establish six full-fledged laboratories at each camp location.
5.4 Impact on Environment

The Project will be designed, built and operated to conform to high environmental
standards. An environmental management plan, specifying the impact mitigation
measures and monitoring plan during construction and operation phase of the project
will be implemented. JIL has already carried out environmental impact assessment study
and obtained Environment clearance from the Ministry of Environment and Forest, Govt.
of India.
5.5 Permits and Approvals

JIL has initiated appropriate steps for securing the approvals required to implement the
proposed road project. A summary of the permits and approvals is tabulated below:
Clearance To be obtained by
Borrow Earth
Permission from irrigation department of land taken from
JIL/ YEA
irrigation land, if required
Cutting of Trees
Permission from Forest Dept., if required JIL/ YEA
Sewage Lines & Water Mains
Permission from Local Municipalities, if required JIL/ YEA
The Contractor, JAL, shall be obtaining other required and necessary approvals in
regard to quarrying, permission for setting up of telecommunication systems and lying of
optical fibre cables, explosive license for storing of explosives, explosive license for
storing of diesel, permission for installation of crusher, permission for installation of DG set,
permission for electrical connection, permission for sourcing water etc.
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5.6 Project Insurance

A comprehensive insurance programme covering major risks, which may arise during the
construction and operation of the project is being formulated by JIL/Contractor.
JIL/Contractor intends to •rocure and maintain the followin• insurance covera•e:
Construction Period Insurance Operation Period Insurance
Contractor's all risk insurance; Third party liability
Advance loss of revenue Burglary, including theft of Project Furniture's
Third party liability Property all risks insurance including loss of revenue
Workmen's compensation Special Contingency Policy for removal of
encroachments
Workmen compensation
Any additional insurance that may be required by law and under all applicable major
project contracts will be put in place.
5.6.1 Construction Phase Insurance

JIL has already taken Contractor's All Risk Insurance with effect from 1 st October 2008
from United India Insurance Company Limited (in consortium with Oriental Insurance
Co.Ltd.,Reliance General ,Cholamandalam and HDFC ERGO).The main highlights of the
CAR Policy are :
S.No. Description Details

1 Insured M/s Jaypee Infratech Limited as Principals ,M/s
Jaiprakash Associates Ltd. as contractors and their
subcontractors and lenders for their financial interest
2 Period of Insurance 30 months from 1.10.2008 (1.10.2008 to 31.03.2011)
3 Interest covered Section I : Material Damage ;
Section II : Third Party Liability ;
Section III : Advance loss of Profit
4 Sum Insured Section I : Material Damage INR 4052 Crs
Section II : TPL - AOA limit of Rs. 10 Crs.
Section III : ALOP - Anticipated toll revenue for 12 months
Rs.288 Crores
Indemnity period of 12 months with time excess of 21
days.
5 Terms of Cover Construction All Risk cover

6 Add on covers Earth quake
Escalation 15%
Removal of Debris including external debris INR 5 Crs
each occurrence
Loss minimization expenses INR 5 Crs.
Free automatic re-instatement of sum insured
Defect Liability period of 12 months
Design Defect coverage as per Munich RE-DE wordings
Professional fees INR 5 Crs.
Offsite storage limit of Rs.100 Crs
Cover for extra charges for overtime, night work,
expenses freight etc.
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Workmen's Compensation Policy

The Workmen's Compensation Policy has already been taken by the Contractor.
Adequate provisions have been made in the project costs for appropriate insurance
packages.
5.6.2 Operations Phase Insurance

During the operations phase, various insurance will be put in place such as fire & allied
perils, machinery break-down, third party liabilities, terrorism, loss of profit/business
interruption, employers liability and workers compensation etc. However, the exact
insurance package will be determined based on detailed risk analysis, insurance advisers'
inputs and statutory requirements.
5.7 Implementation Schedule & Current Status

Implementation Schedule
The Expressway is proposed to be implemented over a period of 39 month from zero date
considered as 1 51 January 2008. The Company has executed a Works Contract in
November 2007.
Current Status of the Project
Physical Progress: - The physical progress of the Expressway in terms of total material
consumed as on March 31 st , 2009 are as shown below:
S.No Activity Unit Total Quantity Achieved as % Completed

on March 31st,
2009
1 Clearing & Grubbing 1,735 913
Ha 53
2 Earthwork in Embankment Cum 35,151,453 10,989,039 31
3 Fly Ash cum 2,742,515 167,525 6.0
4 Structural Concrete
Culverts cum 61,338 12,226 20
Vehicular Underpasses/Cart
Track Underpasses cum 183,100 22,611 12.50
( c) Minor Bridges cum 113,091 28,810 25.50

(d) Interchanges cum 384,716 25,232 6.5
5 Filter Layer / Drainage Layer cum 2,443,525 45,411 2
Pavement Quality Concrete Not yet started
(PQC)/Dry Lean Concrete 2,583,945
6 cum
(DLC)
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Financial Progress: -
The Company has expended Rs 3138.81 crores on the Project as on 31 St March 2009. The
amount expended includes expenditure towards land for Yamuna Expressway and Real
Estate Development. The detailed expenditure is enumerated below:
S. No. Particulars Amount (Rs Crores)

I Application of funds
I Land:
A Expressway 831.00
B Real Estate 539.00
II Yamuna Express way civil cost 1,482.37
III IDC 286.44
IV Net current assets incl. cash in hand 273.97
Total 3,412.78
II Sources of funds
1 Equity share capital 990.00
2 Term Loan (ICICI Bank + Others) 1867.55
3 Receipts from real estate proceeds 555.23
Total 3,412.78
5.8 Operation and Maintenance (O&M) Arrangements

Scope of Operations & Maintenance
Permitting safe, smooth and uninterrupted flow of traffic during normal operating
conditions;
Charging, collecting and retaining the toll fees in accordance with Concession
Agreement;
Minimizing disruption to traffic in the event of accidents or other incidents affecting
the safety and use of the Expressway by providing a rapid and effective response and
maintaining liaison procedures with emergency services;
Undertaking routine maintenance including prompt repairs of potholes, cracks,
concrete joints, drains, line marking, lighting and signage;
Undertaking major maintenance such as resurfacing of pavements, repairs to
structures, repairs and refurbishment of tolling system and hardware and other
equipment;
Carrying out periodic preventive maintenance of Expressway including the tolling
system;
Preventing with the assistance of concerned law enforcement agencies unauthorized
entry to and exit from the Expressway ;
Preventing with the assistance of the concerned law enforcement agencies
encroachments on the Expressway including site and preserve the right of way of the
Expressway ;
Maintaining a public relations unit to interface with and attend to suggestions from
users of the Expressway , the media, Government Agencies, and other external
agencies; and
Adherence to the safety standards
JIL would enter into an O&M Contract with an experienced and reputed contractor prior
to COD for operations & maintenance of the Expressway in accordance with the
requirements stipulated in the CA. The O&M contractor would also be responsible for toll
collection on behalf of the Project Company. The O&M contractor would perform and
assume all the obligations, liabilities and risks of the Project Company under the CA, as far
as they relate to the service requirement under the CA including but not limited to:
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Operation and maintenance of the Expressway ;

Recording of defects;
Operation of the Expressway in accordance with the tolling requirements;
Data collection and traffic monitoring;
Implementation of emergency procedures;
Routine and periodic maintenance; and
Procurement of electronic equipment required by the Project Company in securing
and audit the toll revenue; and
Ensuring lane availability as per provisions of CA.
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6. TRAFFIC STUDY
6.1 Background
The requirement for opening up of hinterland towards East of Yamuna River and
improving its connectivity with the National Highways has manifested in planning and
design of Yamuna Expressway. This is proposed to be a 6 lane (extendable upto 8 lane)
fully access controlled facility having a length of 165 Km (excluding the Noida-Greater
Noida Expressway already constructed by Noida Authority), offering a shorter distance
between Delhi and Agra than the existing routes which are 4 lane or 2 lane roads and
having partial or no access control.
The construction of road was to start about 5 years back but could take off only in
January 2008 due to delay in transfer of land by YEA to the concessionaire. In the
intervening period, significant changes have occured in the study area, which is likely to
impact the earlier projections of traffic diversions. These changes include widening of
National Highways, planning of airport and SEZ at Jewar, adjacent to the expressway and
dedicated Eastern freight corridor between Dadri and Kanpur. In the meanwhile, the
natural growth of traffic has also taken place.
Keeping in mind these developments, the concessionaire JIL has commissioned a study to
estimate the likely traffic on the project road, taking the year 2007 as base year, for a
period of about 40 years. The Proposed Yamuna Expressway, being a virgin alignment,
traffic would be a sum of Diverted traffic from other routes in the corridor as well as the
Induced traffic. The study has been assigned to Design Aids who are carrying out the
study in association with TPA Engineering Consultancy (I) Pvt. Ltd. Brief Profile of Design Aid
is as per Annexure VIII.
Need of the project road

The Government of Uttar Pradesh has proposed an access controlled expressway facility
between Greater Noida and Agra City along the Yamuna river to open up the area and
for regional development of the hinterland that could now be connected by the national
grid of road network. The change of land use and intensification of commercial and
industrial development along the corridor will increase the economic prosperity of the
area through creation of business prospects and enhanced employment opportunities.
Project characteristics
The Project road 165.537 km long traverses through the districts of Gautam Budh Nagar,
Ghaziabad, Bulandshahr, Aligarh, Hathras, Mathura and Agra in the state of Uttar
Pradesh. This road traverses through a flat terrain of mostly agricultural belt or barren land
on west bank of river Yamuna. Taj Hub airport and Taj Economic zone are planned
alongside the expressway.
6.2 Scope of Services

Volume Counts at 15 locations, Turning Movements and Origin-Destination Surveys at
10 locations and Speed & Delay along existing trunk routes.
Socio-economic characteristics of the Project influence area.
Analysis and assessment of diverted & induced traffic conforming to IRC: 102: 1988.
Traffic assignment on Yamuna Expressway and Eastern Peripheral Expressway.
Assessment of development traffic from various residential, commercial and industrial
developments all along the alignment of the Yamuna Expressway and Eastern
Peripheral Expressway.
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Traffic estimation and projection for appropriate design period of next 40 years on
various sections of the Yamuna Expressway and Eastern Peripheral Expressway.
Estimation of traffic and its projections for the next 40 years including turning
movements at intersecting highways/ expressways and traffic likely to transfer
between Yamuna Expressway and Eastern Peripheral Expressway.
Optimizations of traffic interchange system & locations.
Effect of traffic on these expressways due to the construction of additional highways/
expressways planned in this area etc.
Tolling Strategy.
6.3 Traffic Studies and Analysis

6.3.1 Traffic Surveys
In order to understand the traffic and travel patterns of the study area traffic, traffic
surveys were conducted on the surrounding network. In all, the following primary surveys
were conducted to develop the baseline data:
Traffic Volume Counts (Mid-Block and intersections).

Origin-Destination Survey.
Speed & Delay Survey.
Road Network Inventory.
A detailed reconnaissance survey was carried out to identify the road network for
transport demand modeling. The road network in the Project Influence Area considered
for network inventory and speed-delay surveys included the National Highways (NH),
State Highways (SH) and Major District Roads (MDR). The survey locations for volume
counts and roadside OD surveys were selected after reconnaissance survey of the study
area giving due consideration to homogeneity of the sections with respect to traffic,
location of major intersections, ability to capture significant volumes of traffic that has
propensity to shift to expressway and ease of carrying out surveys. The details of traffic
surveys carried out and their locations are presented in the table below. The data
collected from the traffic surveys was coded, analysed and existing traffic/travel pattern
and future growth potential were studied.
Traffic Surve Locations

S. No Survey Locations
Mid Block Traffic Count (24 Hrs.)
Buland shahar
Etmadpur
Tundla
Petar Village'
(v) Noida Expressway
Turning Movement Survey at Intersections (24 Hrs.)
Amity Chowk
Lal Kuan
Dadri
Sikandrabad
(v)) Buland Shahar
(vi) Khurja
Aligarh Rotary
Hathras
Sadabad
Agra
(xi) Gokul Gowshala
xi' Laxmi Na ar Mathura
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S. No Survey Locations
Khair Kasba 1
Khair Kasba 2
(xv) Jewar City
Speed-delay Survey
All the major roads including National Highway, State Highways and Major District Road in
the Study area.
Road Inventory Survey
All the major roads in the study area
6.3.2 Road Network Characteristics

The proposed Yamuna Expressway forms an important link between Agra and Delhi. The
other major links are:-
National Highway 2 - Calcutta to Delhi via Agra
National Highway 91 - Kanpur to Delhi via Aligarh
National Highway 93 - Aligarh to Agra via Hathras
National Highway No 2 is presently a 4 lane divided carriageway and the NH-91 as well as
NH-93 are presently 2 lane carriageway.
Besides these, the other roads intersecting NH 2, NH 91 and NH 93 are:-

NH 24 Bypass -Delhi to Hapur
MDR 70 - Paiwal - Jewar - Khurja
SH 22A - Palwal - Jewar - Tappal - Khurja - Aligarh
SH 80 - Mathura - Raya - Hathras
MDR - Chatta - Nohjhil - Khair - Aligarh
MDR - Mathura - Beldev - Sadabad
Eastern Peripheral Expressway (proposed)
6.3.3 Average Daily Traffic

The traffic volume data was collected at all the survey locations for a period of 24 Hours
only. This survey was carried out on an average working day and the Average Day Traffic
(ADT) was determined. The composition of traffic at Mid block locations are presented in
the table below:
A • •roachin • Traffic at Midblock Locations
I orofirm Total Vehicles Total PCUs
:uan• a ar 9,934 12,179
Etmadpur 4,341 5,561
Tundla 15,487 28,532
Petar Village 4,864 10,262
Noida Expressway 23,323 26,438
The composition of traffic at intersections are p resented in the table below:

No. Location Name Approach Arm Total Vehicles Total PCUs
II KALINDI KUNJ 63700 68890

AMITY CHOWK FILM CITY 43428 42810
IBM SECTOR-37 36413 39987
fl EXPRESSWAY 39766 46789
19:44 9
GHAZIPUR 28701 43615
LAL KUAN
GHAZIABAD 18705 29482
4 HAPUR BYPASS 25749 33788
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1 GHAZIABAD 16665 34465

3 DADRI 2 SIKANDRABAD 11722 21683
3 SURAJPUR 11853 18186
1 BULANDSHEHAR 9915 20124
4 SIKANDRABAD 2 JEWAR 3379 6763
3 DADRI 11551 20751
1 KHURJA 5487 11853
5 BULANSHAHAR CITY 2 SIKANDRABAD 8463 13278
3 HAPUR 4311 5815
4 BULANDSHAHAR CITY 9528 8220
1 BULANDSHAHAR 13855 19963
6 KHURJA 2 ALIGARH 14611 21955
3 JEWAR 10025 9629
1 HATHRASH 14551 20696
2 KHAIR 6610 8510
7 ALIGARH ROTARY
3 KHURJA 12272 17343
4 DIBAI 6243 6957
1 SADABAD 16360 34123
RAYA 11252 22157
8 HATHRASH
3 ALIGARH 13840 27558
4 SIKANDRA RAO 6833 14054
1 ALIGARH 8976 11778
2 JALESHER 4242 4825
9 SADABAD
3 AGRA 6213 8437
4 MATHURA 5334 6368
1 FEROZABAD 9046 10193
2 AGRA 10852 12193
10 AGRA
3 MATHURA 15517 21554
4 HATHRAS 15016 21889
1 LAXMI NAGAR 2220 5517
11 GOKUL GOWSHALA 2 SADABAD 2598 4522
3 GOKUL BAIRAZ 3282 7272
1 MATHURA CITY 8927 9534
12 LAXMI NAGAR 2 RAYA 7856 11859
3 GOKUL VILLAGE 4970 8798
1 Jewar City 5445 6210
13 KHAIR KASBA 2 Aligarh 3990 4554
3 Mathura 2855 2913
1 JEWAR CITY 5785 7005
13 A KHAIR KASBA 2 KHURJA 2650 2964
3 ALIGARH 5301 6087
1 KHURJA 4563 6698
14 JEWER CITY 2 PALWAL 4326 8287
3 JEWER CITY 2361 3542
4 SIKANDRABAD 4357 7066
6.3.4 Origin-Destination Survey

Origin-Destination Surveys (0-D Survey) were carried out with the primary objective of
studying the travel pattern of goods and passenger traffic in the Project Influence Area
(PIA). Data pertaining to vehicle type, Origin & Destination, Trip Purpose, Occupancy, Trip
Length, Trip Frequency along with additional information on commodities carried and
weight of commodities were collected from goods and passenger vehicles. Roadside
Interview (RSI) method as described in IRC: 102-1988 was adopted for conducting the
survey. The vehicles were stopped on a random sample basis with police assistance, and
the drivers were interviewed by trained enumerators to collect the needed information.
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Origin-Destination Surveys were carried out for one day (24 hours) at 7 locations at Nodal
check post, Gokul Bridge toll plaza, Gobinder Police Chowki, Khurja Fatak, Chola Fatak,
and Rasulpur fatak.
Results of O-D Survey
About 90% of the passenger traffic observed at all locations is short distance and local
in nature concentrated between limited zones in Uttar Pradesh, Delhi and Haryana.
This area also generates about 73% of freight traffic.
The states of Uttaranchal, Madhya Pradesh, Chattisgarh and Rajasthan contribute
significant amount of passenger traffic at selected locations.
Significant share of freight traffic, ranging from 1% to 19% is generated in the states of
Uttaranchal, Madhya Pradesh, Chattisgarh, Rajasthan, Maharashtra, Goa and
Gujarat.
Passenger traffic from the zones other than the above-mentioned ones is minimal and
the contribution of freight traffic, mainly from Bihar, Jharkhand, Orissa and NE states is
ranging from 1 %I, to 5%.
The share of trips for work and business purpose ranges from 22 per cent to 88 per
cent at all the locations. The social, religious or tourist trips, which together represent
the other trips, also constitute about 3 per cent to 60 percent of the total trips and
which are generally short distance trips. Educational trips constitute a small share (5 -
16 per cent) in the total vehicles.
From the analysis of movement/transportation pattern of commodities at the survey
locations, it was observed that share of empty freight vehicles vary from 3 per cent to
52 per. Main commodities carried include building materials, food grains, fruits &
vegetables, and cloth textiles. Petroleum products are prominent (23 % of total
commodities) at OD location 3 (Gokul Bridge Toll plaza), which includes the traffic
generated at Mathura Refinery. The higher percentage of building material at few
locations is due to the reason that significant sand and stone is transported from River
Yamuna to various demand centres. Trucks carrying Food grains and fruits/
vegetables constitute about 11 per cent & 32 per cent of total goods traffic at all
locations. Apart from these, machinery parts have a considerable share (totaling upto
about 10 per cent) in commodity distribution as lot of industries is coming up in the
industrial belts in the study area and at the outskirts of Delhi.
6.4 Traffic Growth Rate Estimation

The exercise of traffic growth rate estimation for Yamuna Expressway has been carried
out using the elasticity approach. The elasticity method relates traffic growth to changes
in the related economic parameters. According to IRC-108, 1996, the elasticity based
econometric model for highway projects could be derived in the following form:
Loge (P) = Ao + Ai Log e(EI)
Where:
P = traffic volume
El= Economic Indicator
A o = Regression constant
A,= Regression co-efficient (Elasticity Index)
Since the time series traffic data on project road is not available, elasticity values are
established by using registered vehicles as dependent variable. A regression analysis was
carried out on the database to arrive at the transport demand elasticity using weighted
series of each category of vehicle with respect to weighted income of PIA states (in
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proportion to shares in traffic). The resultant elasticity values are presented in the table
below:
Vehicle Type Independent Variable Elasticity R2 t-Statistic
Cars 1.3 0.95 13.02
Weighted NSDP of
Buses 1.1 0.93 10.29
PIA states (Uttar Pradesh, Haryana and Delhi)
Trucks 1.2 0.98 20.07
Vehicle registration data represents all vehicles registered in the state, but does not
indicate actual number of vehicles plying on the road owing to vehicles taken off the
road due to lack of fitness certificate. Consequently, the elasticity values based on
registration data are usually higher than those based on actual traffic. Hence, there is a
need to moderate values obtained from registration data. The moderated elasticity
values are as under:
Period Car Bus LCV Two Axle Truck Three Axle/MAV
Up to 2012 1.2 1.0 1.1 1. 0 1.2
2013-2017 1.1 0.8 1.0 0.9 1.1
2018-2022 0.9 0.7 0.9 0.8 1.0
Beyond 2022 0.8 0.6 0.8 0.7 0.9
Projected Growth Rates

Based on the moderated perspective elasticity values and the growth rates of weighted
projected State income of PIA states, the future average annual compound traffic
growth rates by vehicle type have been estimated by using the following relationship:
Tgr = (NSDPgr) x E
Where:
Tgr- Traffic growth rate for mode
NSDPgr- growth rate of NSDP
E- Elasticity value for mode
The traffic growth rates for the project road have been presented in the table below:
Normal Growth Scenario

Upto 2012 5.5 7.5 6.5 6.0 7.0 8.0
2013-17 5.0 7.0 6.0 5.5 6.5 7.5
2018-2022 4.5 6.5 5.5 5.0 6.0 7.0
After 2022 4.0 6.0 5.0 4.5 5.5 6.5
Low Growth Scenario
Upto 2012 4.7 6.4 5.5 5.1 6.0 6.8
2013-17 4.3 6.0 5.1 4.7 5.5 6.4
2018-2022 3.8 5.5 4.7 4.3 5.1 6.0
After 2022 3.4 5.1 4.3 3.8 4.7 5.5
High Growth Scenario
Upto 2012 5.9 8.1 7.0 6.5 7.5 8.6
2013-17 5.4 7.5 6.5 5.9 7.0 8.1
2018-2022 4.8 7.0 5.9 5.4 6.5 7.5
After 2022 4.3 6.5 5.4 4.8 5.9 7.0
For the purpose of assessing the financial viability, Normal Growth Rates have been
assumed.
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6.5 Expressway Traffic Estimation

The estimation of traffic on Yamuna Expressway is the most crucial as well as critical
aspect in the planning of the facility. The Delhi- Agra corridor in the region at road
network, which includes the NH-2, NH-91 and NH-93 as well as State highways namely SH-
22-A, SH-80 and other roads, carries significant volumes of traffic, but the capacity
available falls short of demand. The augmentation of road capacity in the corridor
through provision of Yamuna Expressway and Eastern Peripheral expressway will meet the
latent demand and would lead to redistribution of regional traffic amongst the entire
road network in the study area. The base year data collected by consultants is processed
and used as input for the Saturn software which employs the stochastic State of User
Equilibrium (SUE) technique for assigning the traffic on various roads. The consultants have
envisaged a scenario of road network infrastructure development. The traffic distribution
is estimated between the existing regional road networks, the Yamuna Expressway and
the Eastern Peripheral Expressway on account of superior quality and improved regional
connectivity offered by these expressways. The consultants have also estimated the
magnitude of development/induced traffic from the various developments that are
planned along the corridor and in the region that is likely to use the Yamuna expressway.
Based on the traffic and travel characteristics, gathered through primary surveys as well
as secondary data, the road network characteristics (existing as well as future planned)
and the future infrastructure developments in the project influence area, the traffic that is
likely to use the proposed expressway is composed of two elements:
Divertible Traffic: Traffic expected to divert from other alternative routes to the
Yamuna expressway. Analysis of OD data reveals that there are two clear categories
of traffic those have potential to divert on to the proposed expressway. These are
Inter NH movements and Traffic between NH and adjoining areas of Delhi.
Development/New Generated Traffic: Traffic expected to be generated on the
Yamuna expressway because of new developmental activities along the corridor and
in the Project Influence Area.
The development/new-generated traffic has been estimated from the data available
regarding the new developments in the project influence area with details of their spatial
locations. The extent of traffic generation from these areas was calculated from their
envisaged activity mix and the traffic that would come on to the expressway was
estimated using the assignment model based on the likely desire of this generated traffic.
Based on the Saturn analysis and the normal growth rates arrived at above, the projected
traffic on the Yamuna Expressway is as under:
Car/Jeep
Year LCV Bus 2A 3A MAV Total Vehicles
/Van/Taxi
km 36.18
2010-11 11531 1757 1592 1413 1273 669 18235
2020-21 22366 3102 2556 2379 2356 1360 34120
2030-31 40243 5077 3802 3713 4044 2564 59443
2040-41 72070 8270 5628 5766 6907 4813 103454
2046-47 102233 11083 7121 7509 9524 7023 144492
1 km 36.18- km 48.20
2010-11 11106 1702 1113 1400 1325 652 17298
2020-12 21542 3005 1787 2358 2452 1325 32469
2030-31 38760 4918 2658 3679 4209 2499 56723
2040-41 69414 8011 3935 5713 7189 4691 98952
2046-47 98465 10736 4979 7440 9913 6845 138376
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Year Car/Jeep 3A MAV Total Vehicles

LCV Bus 2A
/Van/Taxi
km 48.20 - km 110
2010-11 8890 1678 1166 1397 1260 1031 15422
2020-21 17244 2963 1872 2352 2332 2095 28858
2030-31 31026 4849 2785 3671 4002 3952 50285
2040-41 55563 7898 4122 5701 6836 7418 87539
2046-47 78818 10584 5216 7424 9426 10824 122292
km 110 - km 153.45
2010-11 10637 1076 1440 1255 917 480 15805
2020-21 20632 1900 2312 2113 1697 976 29630
2030-31 37123 3109 3439 3298 2913 1840 51722
2040-41 66482 5065 5091 5121 4975 3454 90188
2046-47 94306 6787 6441 6669 6860 5039 126104
km 153.45 - km 165.537
2010 - 11 2660 539 360 627 459 240 4883
2020-21 5159 952 578 1056 850 488 9079
2030-31 9283 1558 860 1648 1458 920 15720
2040 - 41 16625 2537 1273 2559 2490 1727 27200
2046-47 23583 3400 1610 3332 3434 2520 37864
It may be mentioned that the seasonality factor has been assumed as 1.00, hence the
quantum of Average Daily Traffic (ADT) and the Annual Average Daily Traffic (AADT) is
similar.
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7. REAL ESTATE DEVELOPMENT
7.1 Background
The Yamuna Expressway Project conceptually is a road project bundled with real estate
development wherein the cash flows from the activities related to real estate
development will be used to cross-subsidize the cash flows of expressway, as the
expressway project on its own will not be financially viable. Accordingly, the cash flows
generated from the real estate development activities will be utilized in two ways to fund
the construction of the expressway:
As internal accruals forming the part of promoter's equity contribution during
construction period.
As cash flows to be used to repay a part of the expressway project debt during
operations period.
Considering the importance of the role of real estate development activities in the
project, JIL appointed Cushman & Wakefield (C&W) to prepare a Market Assessment
Study Report for real estate development along Yamuna Expressway. C&W accordingly
submitted their Report in May 2009. Relevant extracts from the said report are mentioned
in the following sections.
7.2 Objective & Methodology

The primary objective of the study is the assessment of the micro markets for real estate
development being planned along corridor, which is expected to be impetus for
economic driver in the region. The assessment includes overview of Indian economy,
overview of the state of Uttar Pradesh and the real estate market in India. Focus is on
assessment of subject's micro market as a destination for real estate development based
on prevailing market trends and behavioural pattern of benchmark cities in India and
abroad. The same will be achieved through the following methodology:
Macro Analysis: Analysis of the external factors and prevailing trends at the macro
level and their influence on the market for the proposed development
Micro Market Study: Assessment of specific micro market conditions to enable
identification of possible opportunities for the proposed development along with
comprehension of local market forces
SWOT Analysis: Identification of strengths, weaknesses, opportunities and challenges
for the subject property through evaluation of the subject site
Assessment of Development Scenarios.
7.3 Scope of Report

The exercise will entail an understanding of the following:
7.3.1 Real Estate Overview of the city, incorporating

City Overview with focus on existing and upcoming growth corridors
Key Infrastructure initiatives of the government
Understanding of Yamuna Expressway and its impact on economy of the region
Strengths and potentials of Yamuna Expressway
7.3.2 Residential/Commercial/Retail market dynamics

Key Residential, commercial, retail & hospitality projects in the Region. This would
Include their location, size and configuration.
Residential market dynamics of the city
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7.3.3 Location Analysis

Assessing site location
Market mapping and competition scan around the subject site
Existing landmarks around the subject site
Infrastructure around the subject site.
Likely drive time from major city land marks
Approach through road and time from city CBD, Airport
SWOT Analysis
7.3.4 Assessment of Development Scenarios

Optimistic Scenario (Achievable rental/capital value, estimation of space
absorption & achievable construction cost)
Probable Scenario (Achievable rental/capital value, estimation of space
Pessimistic Scenario (Achievable rental/capital value, estimation of space
The study has been undertaken on the basis of the following:
Past Economic/ sectoral development - National / City / Relevant Micro market
Contribution of Infrastructure development towards development of real estate
segments
Case study of similar growth corridors developed in the past
7.4 Analysis of Macroeconomic Environment

Before evaluating the business potential of the five properties to be developed by JIL
along the Yamuna Expressway, the Report has analysed in detail the macroeconomic
environment that can have a direct or indirect impact on the Project. The Report has
taken into consideration important variables of the relevant sections of the
macroeconomic environment for establishing their conduciveness for the real estate
development in the area around the Yamuna Expressway in long term.
7.4.1 Current Global Economic Downturn

The current global economic slowdown has affected most of the industries in India. The
slowdown, which started with the sub prime crisis in the USA during late 2007 and early
2008, was compounded by the credit meltdown during the later half of 2008. The Report
mentions that although the downturn has led to weak sentiments currently prevailing in
the market, especially on the demand side, the recovery is expected to emerge towards
the end of 2009 or early 2010. This would depend on local market dynamics prevailing
across the country.
It is to be noted that while the Americas and Europe have been affected the worst due
to the downturn, Asian countries have been in a better position to sustain the slow down.
This is widely accepted to have been driven by consumption demand due to the vast
population existing in Asia, especially India, China and the south Asian countries.
Therefore, when the recovery from the global economic down turn takes place, Asian
countries are expected to recover faster than other countries.
7.4.2 Indian Economy

India's consistent growth, gradual shift from the primary sector towards the secondary
and tertiary sector and newfound status as a preferred investment destination have
strengthened India's position as a force to reckon with in the years to come and
established it as a formidable competitor on the global map. Also, positive investor
perception, strong macro economic fundamentals along with various government
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initiatives to facilitate and augment growth in the economy indicate that India is all set to
achieve even higher domestic growth rates.
The Report mentions the robustness of various economic indicators including GDP and its
growth rates, industrial growth, FDI inflows and private equity deals till FY 2008. Although
there is a downward trend in the above mentioned indicators during FY2009, India
remains the second fastest growing economy in the world. The report also highlights the
various policy changes by central government, its thrust on infrastructure sector, various
initiatives taken by RBI for sustaining liquidity and credit growth and their positive impact
on the economy in the long run.
Although the current economic slowdown has retarded the pace of growth in the
country, India confronts the current global economic and financial crisis from a position of
strength owing to its strong macro economic fundamentals. Although, there are various
conflicting views regarding the exact time needed for the economy to revert to its
previous high growth levels, the consensus view indicates that the short run focus should
be on sustaining liquidity and credit flows.
7.4.3 Real Estate Overview
The Indian real estate market has been witnessing slow down since Q3 2008. While realty
prices stagnated in certain micro-markets across cities in India, certain other micro
markets continued to witness an increase in prices due to micro-market dynamics. There
has been a fall in rentals in key micro-markets across major cities in India. The slowdown
was fueled by high lending rates and domestic inflation rates during the early part of the
quarter and the condition was further influenced consequent to the global credit crisis
and economic slowdown across US and European markets towards the end of the
quarter.
The residential segment has been largely affected by slow down as compared to other
segments of real estate in India. Residential projects, which have been funded largely by
customer advances, have been severely hit by the slowdown in bookings. Next in line has
been the retail segment, wherein prevailing high rentals coupled with reduced footfalls
have hit the bottom line of many retailers across cities in India. Vanilla segment of the
retailers have been the largest hit by the current slow down as compared to anchor
tenants who have taken up space at comparatively lower rentals.
Developers have also been known to have put on hold planned development of malls to
tide over the current slowdown. New formats such as specialty malls, luxury retail space,
concept of mall management & marketing is expected to make the retail segment more
organized. Although commercial office space market also can be considered to have
been affected by the slow down at large, specific micro market conditions have largely
been the influencing factor as compared to the general slow down.
Although a multitude of factors has led to the current slow down in the real estate market,
the prevailing scenario has done away with speculative investment and pricing that was
prevailing in various micro market across cities in India. The present situation is expected
to facilitate improved demand/supply situation whereby the real estate sector can
emerge stronger and undertake a robust growth in the long term.
Over the long term, the sector is expected to revert to its uptrend, and perform in line with
the overall economy. In the short to medium term, the current slowdown is expected to
create risk of a shakeout among medium-sized and small real estate players. The extent
of the same would depend upon the duration and depth of the current downturn in the
sector's performance. Besides, real estate sector in India has witnessed cycles of growth
and slow down every 5 to 6 years. Therefore recovery from the present down turn is
expected to take place in due course of time.
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The Yamuna Expressway project including both infrastructure and real estate
development is expected to be one of its kinds' in the country. The scale of
development requires the project to be phased over a period of 14 to 16 years.
Considering this time frame, the present crisis would not be expected to have an adverse
effect on the proposed development plan. The developers can however be expected to
adopt measures to minimize the adverse effect from any future occurrence of
such/similar crisis.
7.4.4 Uttar Pradesh - Overview & Opportunities
Uttar Pradesh historically has a very strong base for agriculture and related activities. The
state has a strong performance in the sectors of sugar refining, cotton fabrics and food
processing. Over the years, the state government has taken a number of policy initiatives
to diversify its economic base. Industrialization has been successfully pursued by the state
government. The advent of IT/ITeS industry along with the growing prominence of
National Capital Region, led to the formation of NOIDA and Greater Noida. These regions
today have made their presence felt on the Indian IT/ITeS map and making UP the forth
largest software exporter (USD 1 billion). A number of initiatives have been taken by the
government to promote industrial and infrastructural activities in the state which are
discussed in detail in the Report.
To support and facilitate further growth of the National Capital Region and other parts of
north India, the Central and state government have taken up new infrastructural
initiatives. The development of NH 8 coupled with government initiatives, and its impact
on the development of Gurgaon as one of the preferred IT destinations in the country - is
a case in point. The development of NH 26, Delhi-Noida-Delhi Flyover and the Gautam
Budh Expressway (Noida-Greater Noida Expressway), have facilitated increased growth in
the region of NOIDA and Greater Noida.
The Yamuna Expressway project can derive strengths from the contribution of
infrastructure in attracting economic drivers to a particular region. The real estate
development that has been envisioned on the five properties can be expected to be
complimented by the government initiative to promote economic growth in the region.
Key sectors such as Pharmaceutical, Bio Technology, Tourism, Hospitality, Leather,
Automobile, Food Processing, Textiles, Aviation, Health Care, Financial Services and
Warehousing/Logistics can be expected to perform as economic drivers across these
townships.
7.5 Analysis of Microeconomic Environment

Development of any real estate project is a direct function of associated developments
in its vicinity. The premise of the Project under consideration is also based on the same
concept and that is why land parcels for real estate development have been bundled
with the Expressway so as to create a foundation for future townships, having residential,
commercial and industrial complexes along the Expressway. For evaluating feasibility of
such an outcome, future developments plans and recent developments in and around
the immediate influence area can be useful pointers. C&W has gathered information on
these lines and has documented the same in the Report.
7.5.1 Yamuna Expressway
The Yamuna Expressway connects two important destinations of National and

International importance - National Capital Delhi and tourist center Agra. Both these
places have high potential to generate traffic and economic development. The Project
road will also provide connectivity between the various satellite towns of National Capital
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Region of Delhi i.e. Noida, Greater Noida, Ghaziabad, Meerut, Faridabad with Aligarh,
Mathura and Agra. Mathura and Agra are well known international tourist destinations.
The Yamuna Expressway along with the existing NH-2 and NH-91 and interconnectivity
between all three of them will form a good network of roads which in turn, open up a vast
area to holistic development in the following areas:
Upcoming huge urban conglomerates in NOIDA and Greater Noida with their own
potential will have easy accessibility towards Aligarh, Mathura and Agra.
The proposed Export Promotion zones including Taj Economic Zone along the Yamuna
Expressway coupled with the Taj International Hub Airport will promote economic
development of the area and the State of UP as a whole.
Safe, shorter travel time and the accessibility in the region will accelerate land
development along the Yamuna Expressway in a planned manner for commercial,
industrial, institutional amusement and residential purposes
7.5.2 Special Development Zones
Yamuna Expressway Industrial Development Authority (YEA) has planned to introduce

economic and industrial drivers for overall development of the region along Yamuna
Expressway. YEA invited applications for Special Development Zone under open scheme
(March 08 onwards). Land is to be allotted in SDZ for core activities like IT, industries,
biotechnology, service sectors, commercial, residential and sports, according to the
allocation policy.
In the first phase of this project, from Greater Noida to Jewer, 35,000 hectare of land will
be developed as special development zone. Out of 35000 hectare, 35-40% of the area
will be developed for main activities like industry, IT-institutions, ware housing,
transportation, sports and assorted other industries services. While the remaining area,
except the green area, will be developed for support activity like industrial, commercial
and residential. Large projects that can not be accommodated in Noida or Greater
Noida are anticipated to come up here. According to allocation policy, SDZ is split into
morethan-1000 hectare, and the less-than-1000 hectare category. Please refer to table
below for the planned SDZs:
Special Development Zones

Micro SDZ 50 Acres-200 Acres of Area
100-300 hectares, covering the following core activities, viz.
Mini SDZ Industrial, Institutional, Bio-Tech, Information Technology (IT/ITES),
Sports, Recreational & Service Industry.
"Mega Projects" in Special Development Zone(s) (SDZs) along both
sides of the Yamuna Expressway (erstwhile Taj Expressway)
Mega Projects
between Greater Noida and Agra, initially up to Jewar (41.445
kms from Greater Noida).
A number of such zones will come up all along the Yamuna Expressway right up to Agra.
The new YEA authority comprises district Gautam Budh Nagar, Mahamaya Nagar
(Hathras), Matura, Aligarh and Agra. From Gautam Budh Nagar to Agra, the YEA area is
spread over 1 lakh hectare. In YEA identified area there will be 22 zones.
According to a survey, by 2011, Noida-Greater Noida will have 3,000 hectare of
residential set-up, while industrial set-up will be spread over 26,000 hectare. According to
senior official from YEA, the acquisition of land for the Yamuna Expressway is being
completed and all the land is handed over for construction. Work on the special
development zone is likely to begin after the allotment.
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Greater Noida Industrial Development Authority has earmarked 3500 hectare for
proposed Taj International Aviation Hub.
7.5.3 Jaypee Greens Development
Jaypee Greens is the maiden real estate project of the Jaypee Group spread over 452
acres along the Expressway from Noida to Greater Noida. The project was launched
towards the end of 2006 and the progress of this real estate project in last two and a half
year can be good indicator about the future progress on the five land parcels under
Yamuna Expressway, especially the land parcel in Noida measuring 894 crore due to its
proximity to Jaypee Greens.
Key features of the Jaypee Greens project are as follows:
The residential units are offered in two formats
Individual homes (Estate Homes/ Golf Villas/ Elegant Homes) - 350 units; and
Apartments - 1200 units
300 room luxury spa hotel in association with 'Six Senses & Spa'
18 hole and 9 hole Golf Course designed by Graham Cooke
350 yard driving range
Golf Academy
Integrated Sports Complex
60 acre Park and Nature Reserve
Town Center for retail & entertainment outlets and Commercial Center providing
for both retail and commercial space
Facilities provided include, conveniently located Creche, school, college, health
care and other community facilities
As on April 30, 2009; the inventory status Jaypee Greens - Noida and Jaypee Greens -
Greater Noida is mentioned in the Table below:
Area Released Area Sold %age Area
Inventory Details
(in lacs Sq ft) (in lacs Sq ft) Sold
Jav gee Greens - Noida
Plots 7.98 4.71 59.0%
Apartments - Phase I 37.32 23.60 63.2%
Apartments - Phase II 51.99 26.45 50.9%
Sub-total (A) 97.29 54.76 56.3%
Jaypee Greens - Greater Noida
Estate 6.39 4.86 76.1%
Villa 7.03 5.57 79.2%
Apartments 2.13 1.95 91.5%
Courts 30.89 14.18 45.9%
Town Homes/ Centre/ Personal Floor 2.14 1.00 46.7%
Subtotal (B) 48.58 27.56 56.7%
Grand Total (A+B) 145.87 82.32 56.4%
From the Table above, it can be seen that in last two and a half years, the Jaypee Group
was able to sell around 56% of the developed area released. It also indicates that the
group has the wherewithal to undertake the development of the scale envisaged in the
Project. The group with its subsidiaries involved in cement, power and design &
engineering consultancy should be able to successfully backward integrate its operations
to enable successful implementation of the Project.
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7.6 Location Analysis

The subject properties (five in number) lie in thinly populated areas along Yamuna River.
The subject properties are located towards the north-east side of the River Yamuna along
the proposed alignment of Yamuna Expressway as indicated on the map below:
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7.6.1 SWOT Analysis

7.6.1.1 Noida
STRENGTHS WEAKNESSES
Locational Advantage- Proximity established town Noida Public transport system yet to be
and upcoming town Greater Noida developed to cater to the demand.
n Excellent Road network
n Nearby micro-locations have emerged as highly preferred
Industrial, commercial S. residential locations for middle,
upper middle and upper classes
n Social infrastructure in Noida and Greater Noida has
developed at a fast pace in the last 7-8 years
Property lies within Proposed Master Plan (Noida-2021)
Size of proposed township (>200 acres) supports residential,
commercial, retail and institutional components to form self
sustaining projects.
OPPORTUNITIES THREATS
n Proposed Eastern corridor passing Noida would enhance Large supply is expected in the next
regional connectivity of the subject properties 4-5 years in the micro market of
n Proposed International airport and Aviation Hub at Jewar Noida and Greater Noida. This may
(approximately 30 Kms from subject site) would enhance air- result into an oversupply thus would
connectivity of the proposed development on subject be impacting the rentals.
property. Large Scale size of the project (894
n Proposed Formula- 1 track in close proximity would enhance acres)
property prices in and around subject site.
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7.6.1.2 Agra
Close proximity to Agra City (approximately 5 Kms) Lack of initiative by private developers
n Excellent Road network in past
n Nearby micro-locations are established Industrial, commercial
and residential locations for middle, upper middle and upper
classes
Existing Social and physical infrastructure to backup the
proposed development
Low land prices as compared to other prominent location in
the national capital region.
Properties lie within Proposed Master Plan limits of Agra.
commercial, retail and institutional components to form self
sustaining project.
Subject property possess decent frontage along Yamuna
Expressway.
Strong Industrial base of Agra is expected to support proposed Delay in completion of proposed
residential development of subject site. Infrastructure development projects,
Agra is a concentrated and congested city. Proposed can adversely affect the proposed
development is expected to provide a better living development.
environment to the resident population of Agra off the Possibility of over-supply if all the
congested core however accessible to the existing social and township projects are delivered at the
Physical infrastructure. same time
Large scale of project (1235 acres)
7.6.1.3 Dankaur/ Jaganpur

Strategically located on junction of proposed Eastern Surrounding development is in
Expressway and Yamuna Expressway. nascent stages of its development
Formula 1 Track on immediate neighborhood (3 Kms) phase.
n Subject site falls under Greater Noida Development Authority
limits.
Proposed Night Safari camp is located at a convenient
distance of 900 m from subject property
commercial, retail and institutional components to form self a
sustaining project.
Proposed Gautam Budha University is in close proximity to the
subject site (1 Kms)
n Dankaur Railway Station is located at a convenient distance
of 3 Kms from subject site
Proposed Eastern corridor passing Noida would enhance Large supply is expected in the next
regional connectivity of the subject property 4-5 years in the micro market of
Proposed International airport and Aviation Hub at Jewar Noida and Greater Noida. This may
(approximately 18 Kms from subject site) would enhance air- result into an oversupply thus would
connectivity of the proposed development on subject be impacting the rentals.
property. Large scale size of the project (1235
Proposed Formula- 1 track in close proximity would enhance acres)
property prices in and around subject sites.
Proposed Metro rail station at a distance of 2 Kms would
enhance connectivity through public transportation.
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7.6.1.4 Mirzapur Village


Strategically located in close proximity to proposed • Surrounding development is in

International airport and Aviation Hub (approx. 8 Kms) nascent stages of its development
phase.
Subject site possess decent frontage along proposed Yamuna
Expressway. n Currently there is a lack of social

Formula 1 Track in close neighborhood (18 Kms) infrastructure in and around subject
site
n Public transport system is yet to be
commercial, retail and institutional components to form self a
sustaining project. developed in the region
Proposed Gautam Budha University is in close proximity to the
subject site (15 Kms)


Proposed Eastern corridor passing Noida would enhance • Large supply is expected in the next 4-

regional connectivity of the subject property 5 years in the micro market of Noida
and Greater Noida. This may result into
Proposed International airport and Aviation Hub at Jewar
(approximately 8 Kms towards south-east of subject site) would an oversupply in micro-markets and
enhance air- connectivity of the proposed development on thus would be affecting the rentals of
the projects proposed in the fringes of
subject property.
Proposed Formula- 1 track in close proximity along with these growing markets.
proposed airport would enhance property prices in and • Large scale size of the project (1235
around subject sites. acres)
Proposed Metro rail station at a distance of 15 Kms would
enhance connectivity through public transportation.
7.6.1.5 Tappal
Strategically located in close proximity to proposed n Surrounding development is in nascent
International airport and Aviation Hub (approx. 10 Kms stages of its development phase.
towards north-west of the subject site) Currently there is a lack of social
Subject site possess decent frontage along proposed Yamuna infrastructure in and around subject
Expressway. site
Size of proposed township (>200 acres) supports residential, Public transport system is yet to be
commercial, retail and institutional components to form self a developed in the region
sustaining project.
Subject site is located a distance of 80 Kms from Agra through
proposed Yamuna Expressway.
n Proposed Yamuna Expressway would enhance regional n Large supply is expected in the next 4-
connectivity of the subject property 5 years in the micro market of Noida
n Proposed International airport and Aviation Hub at Jewar and Greater Noida. This may result into
(approx. 10 Kms towards north-west of subject site) would an oversupply in micro-markets and
enhance air- connectivity of the proposed development on thus would be affecting the rentals of
subject property. the projects proposed in the fringes of
Proposed airport in close proximity would enhance property these growing markets.
prices in and around subject site. Large scale size of the project (1235
acres)
7.7 Development Scenario

Each city and micro - markets located within the city have developed based on
economic drivers, infrastructure development, demographic profile of residents and
policy initiatives undertaken by regulatory authorities. Each real estate developed market
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has evolved subject to market dynamics, growth patterns and competitive developments
which are specific to each market. Considering the size/scale of the project and the
micro market in which it is located, the proposed project would typically take 14 - 16
years to develop completely. The success of the proposed development would depend
on the micro market dynamics, the quality of development, the phasing of the
development and the pricing strategy adopted.
Floor Space Index (FSI) for Noida development has been taken as per approved master
plan ranging from 1.2 to 2.75 and for other locations FSI of 1.5 has been adopted under
the terms of Concession between the Concessionaire and YEA to arrive at the proposed
built up area.
7.7.1 Township Development - Economic Drivers
Considering that the real estate development would be dependent on the presence of
key economic drivers in each township, industries that are estimated to be key economic
drivers are as follows:
Auto Food I Food Agra Tourtairn &
t °cabal / Industry Automotive Components 1T/1ieS Processing Processing Hospitality Te..:1 K-3 i eatner
Noida - 894 acres
Agra - 1235 acres
Dank aur - 1235 acres
Mirzapur - 1235 acres I
Tappal - 1235 acres
Asnabon Boo Financial Heigh Wateihousang

l ocsniton / Indust,/ Hub Technokpy Sennces Care Pharrnacemociais & Logksbcs Read
NOrd3 - 894 acres
Agra - ins actes
Dankaur • 1235 acres
M . rzapur - 1235 acres
TaPPal • 1235 acres
Ranking - Cokur Schemes

Mph
Medium
Low ..
The Yamuna expressway is expected to be the prime facilitator for industries to set up
operations in the integrated townships. Other key infrastructure developments which
have been initiated, would contribute to the development of the entire National Capital
Region as a key economic hub:
Ganga Expressway - 1047 kms
Kundli - Manesar - Palwal (KMP) Expressway - 135 kms
Eastern Peripheral Expressway - 105 kms
Delhi Mumbai Industrial Corridor - 1483 kms
Eastern Freight Corridor (Ludhiana to Dankuni) - 1800 kms
The presence of vast population in western Uttar Pradesh with favourable demography
and potential to be trained in requisite skills would also facilitate setting up of key
industries in the region.
The development of the international airport along the expressway would provide
essential connectivity to other parts of the county and international travel. This nature of
connectivity is one of the key criteria's that are considered by industries / entities for
setting up their operations. The presence of the international airport would also provide
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this corridor with a competitive edge in attracting companies to set up operations in

comparison to other expressway corridors in the region.
The development of Formula One track which is expected to be operational by
2011would put the region on the world map. This would provide the expressway corridor
and the real estate development visibility in marketing the entire development as a
whole. Auto and auto components industries (both domestic & international) would look
forward to having a presence in the region, considering proximity to the Formula One
track and facilities. The Formula One track is expected to boost tourism in the area.
Although the event is a once in a year affair, related events/motor racing can be
expected to be scheduled on the facilities. This would mean that Tourism & Hospitality
sector would be expected to have a major presence in the region. The expected influx of
tourists to the region provides avenues for developing theme based tourism
developments in the region. The proposed development of 'Night Safari Park' in Greater
Noida (for which Supreme Court has recently passed a favorable judgment) is a case in
point.
The successful implementation of economic drivers would contribute to the overall
development of each individual township. The presence of economic drivers in each of
the integrated township development would be dependent on favourable demographic
profile, availability of relevant talent pool, policy initiatives of the state government and
last but not the least the completion & successful operation of the Yamuna Expressway.
Considering that the integrated townships are expected to be developed in a time frame
of 14 to 16 years, enabling availability of requisite talent pool for various industries to be
set up would be essential in attracting the scale of industries to drive the economy in
each township. This would create a need to set up finishing schools, training workshops
which can contribute in creating vast talent pool to suffice the requirement generated.
7.7.2 Development Scenarios
The development components included in the below scenarios are to be considered as
follows:
The commercial development includes commercial office space, retail &
entertainment and hospitality development.
Institutional development includes educational institutions (schools & colleges),
hospitals and other civic structures.
Residential development includes apartment and villa development
All the three development scenarios have been considered with the following underlying
assumptions:
The Yamuna Expressway would be completed within realistic timelines
The International Airport would be constructed and operational in timelines that
would facilitated economic activity for the integrated townships
The Formula One track would be constructed and operational within realistic timelines
(presently targeted to operational in 2011)
The difference between the three scenarios would be in terms of scale of economic
drivers being set up and the development of self sustaining townships. It is to be noted
that sufficient captive demand needs to be created for ensuring development of
residential, retail/entertainment, hospitality, institutional components of the township.
Pointers Optimistic Scenario Probable Scenario Pessimistic Scenario

Development Time Frame 12 - 14 years 16 - 18 years 20 - 22 years
Sale Price Escalation 8% - 9% 5% - 7% 3% - 4%
Cost Price Escalation 3% - 4% 5% - 6% 7% - 8%
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Site Commercial Institutional Residential

Development Const. Cost Development Const. Cost Development Const. Cost
Rs./sq. ft. Rs./sq. ft. Rs./ sq. ft.
Noida 7800 3680 2400 1380 5000 2300
AI
.
Agra 5400 3105 1680 1093 4500 2415
t Dankaur
8- Mirzapur 3600 2415 1320 920 3000 1495
Tappal
Noida 6600 3220 2160 1150 4200 2070
w Agra 4560 2645 1440 920 3800 2070
°
.0 Dankaur
.
a:o Mirzapur 3000 1650 1080 748 2500 1265
Tappal
Noida 5280 2645 1920 1035 3300 1725
I'. Agra 3600 2185 1200 805 3000 1725
E
.
Dankaur
a- Mirzapur 2400 1610 840 690 2000 1150
Tappal
The above three scenarios, the rental & capital value and construction cost are based on
the following assumptions:
Capital value for commercial and institutional components has been calculated
based on a capitalisation rate of 10%. Typically the yield rate ranges from 9% to 12%.
Actual realizable value will depend upon negotiation and transaction peculiarity.
The construction cost includes the following:
Cost of construction of each component
Architects & Consultants fee (5.0 % - as a percentage of construction cost)
Pre-operative Expenses (2.0% - as a percentage of construction cost)
Advertising & Marketing Cost (3% - as a percentage of construction cost)
Miscellaneous & Contingencies (5.0% - as a percentage of construction cost)
Each property will be developed in phases with support infrastructure in place to
facilitate a real estate environment.
Quality of development would be on par with comparable developments in a
developed market - commanding the values mentioned above.
Target market for the segments would be existing in the real estate market, driven by
economic drivers that are attracted to each of the proposed townships & availability
of adequate support infrastructure.
The market in which the property is located would have similar demand/supply
dynamics as has been seen in developed real estate market.
The property to be developed would have sufficient development of all components
of real estate.
If conditions exist to the contrary then the prices mentioned above would not be relevant.
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8. PROJECT COST & MEANS OF FINANCE

8.1 Project Cost
The total project cost has been estimated at Rs. 9739.29 crores by the company. A
summary of the cost components is presented below:
Amount
S.No. Description
(Rs.in Crs.)
1 Land acquisition for Expressway 900.00
2 Land acquisition for Development 1719.00
3 Cost of Construction
Site clearence, Dismantling, Earth Work, Construction of Culverts &
A underpass, Drains & Retaining Wall and Maintenance of Haulage 1380.00
Road
Bridges & Vehicular Underpasses and Construction of Interchanges
- Site Clearences, Dismantling, Earthwork, Granular Base Course and
B Sub Base, Cement Concrete Pavement ,Bituminous Course 1130.00
Drainage & Protection Works, Bridges & Structures, Electrical &
Landscaping.
Earthwork, Granular Sub-Base and Base Courses, Cement Concrete
C Pavement, Drainage and Protection Works, Traffic Signs, Marking 2570.00
and other Appurtenances, Miscellaneous
D Toll Plazas & other infrastructure 120.00
E PMC ,Supervision & Other Charges 100.00
Cost of Construction (Sub- total) 5300.00
4 Prelim. & Preoperative Expenses 240.00
5 Contingencies 230.00
5 Interest During Construction 1350.29
The project cost is based on the estimation by the company, who has a varied
experience in implementing large infrastructure projects in the country, in consultation
with their design engineer ICT. The DPR has since been approved by RITES, which was
appointed by YEA.
The cost of acquisition of land has already been finalized is as per the actuals estimated
by the YEA. For the cost for shifting of utilities, any optimization of design, additional
structures, service roads, utility ducts, toll plaza equipments, roadside facilities company
has estimated a lump sum final value.
The Preliminary & Pre-operative Expenses involve expenses likely to be incurred during the
construction period on Insurance, Financing Fees, Bank charges, Supervision and
Independent Consultant's Fees.
The Commercial Operations Date (COD) of the project is expected to be from 1st April
2011. The concessionaire has already incurred an expenditure of Rs. 3138.81 crores on the
Project as on 31 st March 2009.
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8.2 Means of Finance

The total project cost is proposed to be financed by a debt - equity mix of 1.60:1. The
proposed components of financing are -
Means of Finance (Rs in Crore

Debt 6000.00
Equity incl IPO / Sponsor Support 2250.00
Contribution from Real Estate Development 1489.29
Total 9739. 29
Debt equity ratio 1.60
The Company has already brought in 1,888.65 crore (share capital of Rs. 1,125.00 crore
(including Rs.24 crore as Share Premium and Rs.135 crore as Share Application Money)
contributed by JAL & its associates and real estate proceed of Rs. 763.65 crore) out of the
total equity of Rs. 3739.29 crores required for the project as on May 31 St , 2009. Also, ICICI
Bank has sanctioned term debt of Rs. 3000.00 crore for part financing the project, out of
which the company has already drawn Rs. 2000.00 crores upto May 31 o , 2009.
As per the works contract agreement it has already released 900.00 crore to JAL as
interest free mobilization advance which will be adjusted in the future billings to the
company. Also, no difficulty is envisaged in their being able to meet their commitments
for the Project given their resourcefulness.
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9. PROJECTED FINANCIAL INDICATORS

The assumptions used for preparation of financial projections for the Project are listed at
Annexure - IX. The detailed projected P&L statements; cash flow statements and balance
sheet statements (including that of construction period) are enclosed as Annexure X.
9.1 Key Financials

Rs. in crores
or the YE 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
arch 31,
Months of 12 12 12 12 12 12 12 12 12 12 12 12 12 12
Operation
Toll Revenue 303 322 343 410 436 465 552 586 621 738 782 826 977 1.031
Real Estate 3.506 2.549 3,112 5,966 10,163 9,452 10,777 11,010 10,452 10,327 11,150 10.889
Revenues
Total Revenue 303 322 3,850 2.959 3,549 6.431 10,716 10,037 11.398 11,748 11.235 11,153 12,127 11,921
Road Operating 71 74 78 98 99 90 95 100 273 232 155 163 171 210
Expenses
Real estate 2.460 1,788 2,183 4.421 7,668 7.059 8.109 8.392 8.113 8.126 8,812 8,597
Expenses
Total Expenses 71 74 2,538 1.886 2.282 4.511 7.763 7,159 8.381 8,623 8.268 8,289 8.983 8,806
EBITDA 232 248 1,312 1,073 1.266 1,920 2.953 2.879 3,016 3.125 2,966 2.865 3,144 3.114
Depreciation 223 223 223 223 223 223 222 223 223 223 222 223 223 223
Interest 810 798 746 676 602 551 505 450 408 388 368 289 138 5
PBT (802) (773) 343 174 441 1,146 2.227 2.206 2.385 2.515 2.377 2.353 2.783 2.886
Tax - 58 30 75 195 378 375 405 427 404 400 473 491
PAT (802) (773) 285 145 366 951 1.848 1.831 1.980 2.087 1.973 1.953 2,310 2.396
Principal 35 176 505 537 523 310 380 441 145 145 165 981 1,287 455
Repayments
DSCR 1.36 1.79 1.85 2.06 2.26 3.05 2.97 3.11 4.19 3.69 3.84 1.55 1.51 1.54

Key Indicators Level
Proect IRR 20.79 %
Avera g e DSCR 2.38
Min DSCR 1.36
9.2 Sensitivity
The critical factors affecting the profitability projections are drop in traffic levels and drop
in real estate prices assumed in the financial model. Accordingly, the sensitivity analysis
has been carried out for the following four cases:
articulars Average DSCR Minimum DSCR

Base Case 2.38 1.36
AADT traffic lower by 10% 2.32 1.33
( c) Base real estate prices across all segments lower by 10 % 1.73 1.12
(d) Combined scenario of (b) + ( c) 1.68 1.07
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10. RISK FACTORS & MITIGANTS

As explained in the table below, various critical risk factors for the project have been
addressed and adequate risk sharing/mitigation measures have been put in place to
ensure smooth implementation and operation of the project.
RISK FACTORS Mitigation / Comments

SPONSOR RISK
Sponsor Experience • The Sponsor, JAL, has requisite experience in
&Execution development, construction and operations of
Capability infrastructure and real estate projects. Further JAL also
has requisite financial, managerial and implementation
capability.
• JAL has been involved in the construction of major
engineering and real estate projects in India for over 30
years, specializing in complex hydropower, river valley
projects and township projects.
• JAL has been in the construction business for about
three decades and has executed several engineering
project for Government of India and most of these
projects were completed on schedule without any
penalty under LD clause.
• To optimize the risks allocation during both construction
as well as operation stage, JIL would take the necessary
inputs from Sponsor, PMC, technical consultants and
advisors.
DEVELOPMENT RISK
I. Pre-Construction Risk
Finalization of key • CA with YEA has already been executed in February
contracts / 2003.
agreements • JIL has already entered a cost plus contract with JAL for
execution of the project in November 2007.
Impact on • Environment Impact Assessment in respect of the
Environment Project has already been carried out by JIL in March
2004, confirming that the impact on the environment
due to the implementation of the project would be
minimal and within acceptable standards.
• Tree cutting permission has already been obtained.
• All systems/buildings discharging effluents have been
situated outside the limits specified in the Government
order for PCB Clearance in the master planning
exercise.
Approval/consents/ • As per the works contract agreement entered between
Permits JIL and JAL, the responsibility of obtaining all the
statutory approvals and permits lies with the contractor
i.e. JAL.
• JAL has already initiated necessary steps to get the
requisite approvals for the project.
Funding Risk • The project cost of Rs. 9739.29 crore is proposed to be
financed with a debt equity ratio of 1.60:1 and
considering the project being an infrastructure project
the DE ratio can be considered satisfactory. This
translates into an equity requirement of Rs. 3739.29
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crore and debt requirement of Rs. 6000 crore.
41.32% of the equity contribution has been already
brought into JIL.
JAL proposes to contribute additional Rs. 510 crore
through its own sourses and proposes to contribute the
remaining equity through a combination of IPO and
accruals from the real estate development along the
corridor. As stipulated in the Indicative Term Sheet, JAL
will furnish a shortfall undertaking to bring in additional
funds in a form & manner satisfactory to the Senior RTL
Lenders, for cases of gap in means of financing from
these sources, if any.
Further, JIL has already tied up Rs 3000 crore out of the
required Rs 6000 crore from ICICI Bank through facility
agreement dated 30th June 2008 and 30 th September
2008. Till 31st March 2009, ICICI Bank has disbursed Rs.
1675 crore for the acquisition of land and construction
activities.
JAL is resourceful, has strong net worth with sufficient
liquidity and robust business model. The Sponsor has in
past-demonstrated strong capability in meeting their
investment commitments in other project development
undertaken by them.
As on 31 st March 2009, JIL has received consideration
aggregating Rs 555.23 crore as real estate proceeds.
Given the growing economy of Noida region and
experience of promoter in selling and marketing of
similar project "Jaypee Greens Greater Noida",
bringing in the equity from real estate development
does not p ose a maior fundina risk to the oroiect.
II. Construction Risk
Land Acquisition According to the CA, YEA is under obligation to hand
over of the Right of Way, free from all encumbrances for
the project site.
JIL has already acquired the entire land requirement of
3991 acres for the Expressway and 41 acres out 753
acres required for the interchanges. In total, around 80%
of the total land required for the construction has
already been acquired and the balance will be
acquired in due course of time.
Performance of The company has already awarded a cost-plus
Construction contract to JAL in Nov 2007, which has in the past
Contractors executed a number of infrastructure projects in power,
irrigation and road sector. JAL has demonstrated
capabilities in management of execution of large
projects. This will lead to the Project benefiting from
resources and capabilities of the project Sponsor in
management and execution of road projects.
JAL shall be fully responsible for the acts, defaults,
omissions and neglects of any subcontractor.
Strong Contractual structure for Performance under the
contract with liquidated damages for
underperformance.
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Project Delay/ Cost • The contract is being designed so as to incorporate
Overrun adequate LDs for delay.
• Considering the track record of JAL of completing major
complex projects on time, no delay is envisaged in
completing the said project on time.
• As stipulated in the Indicative Term Sheet, JAL will furnish
a cost overrun undertaking to bring in additional funds
in a form & manner satisfactory to the Senior RTL
Lenders, for cases of any cost overrun.
Utilities during • Under the works contract it is contractor's responsibility
construction to make arrangements for power, water etc. during
construction of the road.
Inability to perform • Penalties/ liquidity damages (LDs) for delay in
under construction completion/other defaults envisaged.
contracts
Force Majeure (FM) • It is the contractor's responsibility to take
comprehensive insurance package during the
construction period.
• In the event of termination of contract due to Force
Majeure event the CA stipulates that
o YEA is liable to pay the company all the
acquisition and the development cost with
respect to expressway
o Land given to the company for development till
the date of termination shall remain with the
company.
• The sponsor JAL will undertake to meet any shortfall in
amount payable in respect of the facility on account of
termination of the concession agreement.
Design risk • The contractor has appointed LEA Associates,
Intercontinental Consultants, Scott Wilson and CES as
PMC's for various stretches of the expressway, who
along with the project management team of JAL would
monitor the execution of the project. Also appointment
of Lenders' Engineer is envisaged who will oversee that
activities of various parties involved in the project.
3. OPERATIONAL RISKS
Underperformance • The defect liability period shall be valid until 12 months
of Facility after completion of the project during which the
contractor shall be liable to making good any damage
to any section or part of the work.
• Defect liability provision for construction
contractors/suppliers.
• JIL would enter into an O&M Contract with an
experienced O&M Contractor.
Insurance Risks • JIL proposes to obtain a comprehensive insurance
package covering various insurable risks relating to the
construction and operations of the Project. JIL has
already taken Contractor's All Risk Insurance with effect
from 1 st October 2008 from United India Insurance
Company Limited. JIL/Contractors has also taken The
Workmen's Compensation Policy.
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Traffic / Revenue Expressway
Risks Detailed Traffic Study has been conducted by "Design
Aid consultants" for identifying the potential traffic &
growth rate.
GOUP has not notified a toll policy but the same is
expected to be done prior to COD. The toll structure
taken for the purpose of financial projections are the
toll rates being charged on the Mumbai-Pune
Expressway. Toll rates have been escalated @ 12%
every 3 years.
The toll plaza is proposed to be strategically located to
capture maximum toll able traffic.
Real Estate
Cushman & Wakefield has prepared a detailed market
report and has estimated the demand for residential
commercial and institutional properties and their
expected realizations for the proposed land
development at Noida, Dankaur, Tappal, Mirzapur and
Agra.
In the base case financial model, on conservative
basis, no escalation is assumed in sale price of the
developed land/ structures during the entire
concession period.
Company's debt service capability remains
comfortable under sensitivity analysis of 10% on the
base rates.
Risk of Material CA provides for a 90 days grace period before the
Default contract would be terminated in case of default.
In the event of termination of contract due to Force
Majeure event the CA stipulates that
o YEA is liable to pay the company all the
acquisition and the development cost with
respect to expressway
o Land given to the company for development till
the date of termination shall remain with the
company, though the company has the option
to return the land to YEA and recover acquisition
and development cost incurred by the
company till date
The sponsor JAL will undertake to meet any shortfall in
amount payable in respect of the facility on account of
termination of the concession agreement within three
months of issuance of termination notice.
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11. CONCLUSION
Jaypee Infratech Limited is promoted by the Jaiprakash Associates Ltd. The promoters of
the company are resourceful, and have significant experience in development,
financing, construction, operation and management of large and complex infrastructure
projects in India. The Promoters have a proven ability to execute projects within time and
budgeted costs.
The proposed expressway project is first of its kind in India. 165.37 km, 6 lane concrete
pavement access controlled expressway to be constructed by the company shall reduce
the travel time between New Delhi and Agra to 2 hours from the present 4 hours. JIL has
already awarded the contract to build the expressway to its parent JAL, and is expected
to be completed by March 31st, 2011.
The project has been divided into three sections (earthwork, structures and expressway
concretization) based on geography and type of work. Each of these sections will have its
own design, supervision and construction team like Lea Associates South Asia Pvt. Ltd.
(LASA), Louis Berger Group Pvt. Ltd. (LBI) and Consulting Engineering Group Pvt. Ltd. (CEG)
etc. They are established international players in the Infrastructure sector. JAL has also
established a dedicated in-house team and has recruited professional staff to ensure
timely completion of project. The sections have been further broken down into a total of
various construction packages taking into consideration the specific construction
requirements and planning.
For improving the viability of the project, YEA has also provided JIL the rights for
development of 2500 hectares (1235*5 = 6175 acres) of land at five different locations
along the Yamuna Expressway to generate the non-toll revenue in the form of real estate
development. M/s Design Aid has conducted the Traffic study for the project while M/s
Cushman & Wakefield has conducted the real estate potential for the same.
The project structure ensures risk mitigation measures, adequate debt servicing
capabilities and reasonably good returns to the stakeholders. The projected financial
indicators are satisfactory under adverse scenarios. The project is financially &
commercially viable.
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ANNEXURE I - DETAILED TERMS & CONDITIONS
The detailed terms and conditions of the facility to be syndicated are as under:
Project The Project involves Design, Engineering, Finance, Construction, Operation

and Maintenance of 165 Km long 6-lane Expressway along with the
associated structures between Noida and Agra on BOT basis in the state of
UP (Yamuna Expressway Project (YEP)) and acquisition of around 6175
acres of land at Noida, Tappal, Mirzapur, Dankaur and Agra for Real Estate
Development.
Project Sponsors Jaiprakash Associates Ltd. (JAL)
Borrower Jaypee Infratech Ltd ("JIL" or "Borrower")
Shareholding JAL - 98.86%
structure Others - 1.14%
Scheduled COD April 1, 2011
of YEP
Project Cost & The total expenditure for the Project is estimated to be approx. Rs. 9739.29
Facility crore ('Total Project Cost") as under:
Description Amount (Rs. in crs.)

Cost of land for Expressway 900.00
Cost of land for Development 1719.00
Cost of construction of Expressway 5300.00
Preliminary & Preoperative Expenses 240.00
Contingencies 230.00
Interest During Construction 1350.29
The RTL facility is Rs. 3000.0 crore, in addition to Rs. 3000 crore of term debt
sanctioned by ICICI Bank The RTL facility shall be used for part financing the
aforesaid Total Project Cost.
Debt Facilities Rs. 3000 crore
and Sizes
Senior Lenders ICICI Bank and other banks/ financial institutions participating in the RTL
facility
Availability Unless otherwise agreed by the Lenders/ Lenders Agent in writing, drawals
from the loan shall be available till 6 months beyond the scheduled COD.
Equity The total equity requirement ("Equity") of Rs. 3739.29 crore for the Project
Commitment & will be contributed in JIL by way of:
Shareholder
Promoter's Equity Rs. 1500.00 crore
Undertakings
IPO/ Sponsor Support Rs. 750.00 crore
Internal Accruals Rs. 1489.29 crore
(from Real Estate Development)
JAL agrees to provide a Sponsor's Undertaking to contribute any shortfall
in the Equity component, proposed to be infused through IPO and Internal
Accruals, from their own sources.
In the event the promoter contribution for the Project is brought in the form
other than equity/internal accruals, then the repayment/ redemption of
such amount shall be sub-ordinated to servicing of term debt from Lenders
- W. 96
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and the Borrower will furnish an undertaking in this regard.
Upfront Fee The Borrower shall pay a one time up-front fee at the rate of 0.25% of the
Aggregate Facility Amount, plus applicable service tax thereon, on the
date of execution (Execution Date) of Facility Documents.
Commitment Fee The Borrower shall additionally pay a commitment fee of 1.20% p.a. for
drawings not made beyond 60 days in variance with the draw down
schedule. Quarterly Drawdown Schedules can be amended or replaced
with thirty (30) days notice prior to the actual drawdown dates, without
attracting any commitment fee. The fees will be calculated on the basis of
drawings not made and the number of days deviated from the scheduled
dates.
Interest Rate The Borrower shall, until the Loans are fully paid off, pay to the Senior
Lenders:
Floating interest rate linked to respective bank's PLR, with an effective
rate of 12.50% p.a. on the date of documentation, payable monthly
with interest spread reset option every 12 months.
The first such interest spread reset will take place on the expiry of 12
months from the date of first disbursement.
The interest as above, shall be payable by the Borrower in arrears on the
1 st of each month (each an Interest Payment Date). Such interest shall
become payable from the first Interest Payment Date falling after the date
of first disbursement.
The Borrower shall pay interest tax / other levies / duties, if any, applicable
over and above the rates mentioned above.
Moratorium and Loan Tenor: Door-to-door tenor of 15 Years starting from September 2009
Repayment (Q2 of FY 2010) and including the balance construction period of 21
months and ending on the last repayment date (Jun 30, 2024).
The Borrower shall repay the Loan in 53 quarterly instalments, starting from
Ql FY 2012 (Apr-Jun 2011) and ending in Ql FY 2025 (Apr-Jun 2024), as per
the following schedule:
Repayment Date Re pa ment in % Repayment Date Repayment in %
IIFCL* Others IIFCL* Others
Jun-11 0.06% 0.18% Dec-17 0.06% 2.23%
Sep-11 0.06% 0.18% Mar-18 0.06% 2.23%
Dec-11 0.06% 0.18% Jun-18 0.06% 2.60%
Mar-12 0.06% 0.18% Sep-18 0.06% 2.60%
Jun-12 0.06% 0.43% Dec-18 0.06% 2.60%
Sep-12 0.06% 0.43% Mar-19 0.06% 2.60%
Dec-12 0.06% 0.43% Jun-19 0.06% 0.83%
Mar-13 0.06% 2.79% Sep-19 0.06% 0.83%
Jun-13 0.06% 2.98% Dec-19 0.06% 0.83%
Sep-13 0.06% 2.98% Mar-20 0.06% 0.83%
Dec-13 0.06% 2.98% Jun-20 0.06% 0.83%
Mar-14 0.06% 2.98% Sep-20 0.06% 0.83%
Jun-14 0.06% 3.17% Dec-20 0.06% 0.83%
Sep-14 0.06% 3.17% Mar-21 0.06% 0.83%
Dec-14 0.06% 3.17% Jun-21 0.06% 0.83%
97
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Mar-15 0.06% 3.17%

Sep-21 0.06% 0.83%
Jun-15 0.06% 3.68%
Dec-21 0.06% 0.83%
Sep-15 0.06% Mar-22
3.68% 0.06% 0.83%
Dec-15 0.06% Jun-22
3.68% 7.50% 2.50%
Mar-16 0.06% 1.32%
Sep-22 7.50% 2.50%
Jun-16 0.06% 1.82%
Dec-22 7.50% 2.50%
Sep-16 0.06% Mar-23
1.82% 7.50% 2.50%
Dec-16 0.06% 1.82%
Jun-23 11.75% 2.50%
Mar-17 0.06% 1.82%
Sep-23 11.75% 2.50%
Jun-17 0.06% 2.23%
Dec-23 11.75% 2.50%
Sep-17 0.06% Mar-24
2.23% 11.75% 2.50%
Jun-24 20.25% 1.67%
* Repayment for IFCL would be different than the other lenders, if IIFCL
participates in the debt funding.
15. Prepayment The Borrower shall have the right to prepay, in part or full, the Loan, which
will be adjusted in the inverse order of maturity. In this event, the Borrower
shall be liable to pay a pre-payment premium @ 1% of the pre-paid
amount.
Notwithstanding the above, no pre-payment penalty will be payable for
prepayments under the following circumstances:
In the event, the interest rate so re-set is not acceptable to the
borrower, it shall have the right to prepay on the interest reset date
provided it shall notify its intention for making such prepayment within
30 days from the interest reset date and such prepayment is made
within 60 days of interest reset.
Prepayment of loan from the proceeds of the IPO.
(c) Prepayment of loan from internal accruals with 30 days prior written
notice to the lenders.
16. Security The Security will be created in favour of the Security Trustee/ Agent, for the
Stipulations benefit of "Senior Lenders". The Term Debt Facility (together with all interest,
liquidated damages, fees, remuneration payable to either the Security
Trustee), costs, charges, expenses and other monies and all other amounts
stipulated and payable to the Lenders shall be secured by:
I. Charges / Mortgages / Pledge
A first charge by way of Registered Mortgage on:
Land acquired for constructing the Yamuna Expressway; and
Land admeasuring approx. 889 acres (439 acres at Noida and 150
acres each at Tappal, Mirzapur & Dankaur) acquired for Real
Estate Development.
A first charge / assignment:
by way of hypothecation of all movable fixed assets, both present
and future of the Yamuna Expressway Project;
of all the receivables/ revenues of the Yamuna Expressway Project ;
on all intangible assets, including, but not limited to the goodwill,
undertaking and uncalled capital of the Yamuna Expressway
Project;
on the Trust & Retention Account (TRA) and the Debt Service
Reserve Account of the Yamuna Expressway Project.
Pledge of 51% shares of the total issued share capital of the Borrower
(in compliance with Sec 19 (2) of Banking Regulation Act);
98
AAXIS BANK
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Personal Guarantee of Shri Manoj Gaur:

A first charge by way of assignment or creation of Security Interest on
all the right, title, interest, benefits, claims and demands
whatsoever of the Borrower under the Concession Agreement and
the Yamuna Expressway Project Documents.
all the rights, title, interest, benefits, of the Borrower for Yamuna
Expressway Project in licenses, permits, approvals, consents.
whatsoever in the insurance contracts/policies/insurance
proceeds, procured by the Borrower or procured by any of its
contractors favouring the Borrower for the Yamuna Expressway
Project.
whatsoever in any guarantees, liquidated damages, letter of
credit or performance bond that may be provided by any
counter-party under any Project Contract in favour of the Borrower
for Yamuna Expressway Project.
Reserve Accounts
Debt Service Reserve (DSR): From the COD, the Borrower shall maintain
in the Debt Service Reserve Account ("DSRA") an amount equivalent
to the next 3 months of principal and interest ("DSRA Amount").
The intial DSRA Amount shall be maintained in fund based manner
and any incremental DSRA Amount may be maintained either in fund
based or by way of BG.
Guarantees & Undertakings
JAL shall furnish an undertaking to cover the shortfall in the repayment
of Loan in the event of termination of the Concession Agreement or
occurrence of any Force Majeure Event during the concession period.
JAL shall furnish an undertaking for the timely servicing of the Loan in
the event of any shortfall during the currency of the Loan.
JAL shall furnish a shortfall undertaking (to bring in additional funds in a
form & manner satisfactory to the Senior RTL Lenders) for cases of any
cost overrun and /or gap in means of financing, if any.
JAL shall undertake and ensure infusion of fund in a form & manner
acceptable to the lenders at the end of each financial year if the
DSCR for the facility for the preceding 12 month period is less than 1.10
to restore it to 1.10.
JAL shall undertake and ensure infusion of fund in a form & manner
acceptable to the lenders in case of shortfall in the cash flows
required to be routed by the Borrower through TRA, equivalent to
minimum of 1.5 times of the debt servicing obligations of the next
three months, in addition to the cash flow required for the operations,
maintenance and other expenditure, if any in the normal course of
business, during the currency of the loan in operation period.
JAL shall furnish an undertaking to retain management control of the
Borrower and retain a minimum of 51% shareholding in JIL during the
tenure of the Facility.
The aforesaid security shall be shared on pari-passu basis between the
lenders under the proposed Facility and existing term debt of Rs. 3000
0 99
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Jaypee Infrotech Limited Private & Confidential
crore from ICICI Bank.

The security shall be created within 180 days from the date of the
execution of facility documents. In the event of non-creation of the
security within the said period, penal interest at the rate of 1.0% p.a. on the
disbursed amount shall be charged, from the date of first disbursement till
the date of creation of security.
Land parcels of 150 acres each at Tappal, Mirzapur & Dankaur; forming
the part of security, are yet to be acquired. Security in respect of this will
be created within 90 days of acquisition/CLU. Otherwise, penal interest as
mentioned above will be applicable on the outstanding loan for the
period beyond 90 days from acquisition, for which security is not created.
Liquidated
In the event of default in payment of interest and/or installments of
Damages
principal amount on due dates, the Borrower shall pay additional interest
@ 2.0% p.a. on the defaulted amount for the period of such default, during
the currency of the Loan.
Financial The Borrower to ensure compliance with the following covenants:
Covenants
i. The Borrower shall maintain a minimum Debt Service Coverage Ratio
(DSCR) of 1.10 during the period of the repayment of the Facility in
operation period. The DSCR shall be computed as the ratio of: (EBITDA
- Tax + Change in Net Working Capital) and (Annual Principal
Repayments and interest payments including working capital loans, if
any);
H. FACR shall be maintained above 1.20 at all times during the currency
of the loan. (Fixed Assets to include land mortgaged/ to be
mortgaged as security at Noida, Dankaur, Mirzapur and Tappal but to
exclude the Project Assets related to Yamuna Expressway). For the
purpose of FACR, market value of land would be considered and a
valuation report in this regard would be submitted semi-annually.
Long Term Debt/Promoter Contribution at 3:1.
Borrower shall route cash flows through TRA equivalent to minimum
1.5 times of the debt servicing obligations of the next three months, in
addition to cash flow for the operating expenditure and other
expenditure required in the normal course of business, during the
currency of the loan in operation period.
The Issuer shall submit a certificate from statutory auditors for every
calculation date within 45 days to confirm compliance with financial
covenants listed above till the full Repayment/ Prepayment of Facility. The
Calculation date will be 31st March every year.
In case the borrower is not able to comply with the financial covenants,
then the Bank shall be entitled to charge penal interest on the outstanding
amount @ 1% p.a. till the time covenant is complied with.
19. Pre-commitment Signing of Financing Agreements by the Lenders shall be subject to the
Conditions satisfaction or waiver in writing by the Lenders of various Conditions
Precedent to Signing of Financing Agreements, including but not limited to
the following:
(a) Copies of the constitutional documents of the project Borrower,
including inter-alia, memorandum, articles of association, duly
amended, in respect of the Borrower, to reflect the necessary
conditions for the envisaged means of financing.
100
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(b) The Borrower shall provide:

A copy of the resolution of the Board of Directors of the Borrower
approving the terms of and the transactions contemplated by the
Financing Agreements and the Project Agreements and authorizing
a specified person(s) to execute, sign and/or dispatch all
documents and notices to which it will be a party.
Certified true copy of the shareholders' resolution under section 293
(1)(d) of the Companies Act, 1956, along with statutory auditor's
certificate certifying that the borrowing is within the provisions of
section 293(1)(d).
(c) Appointment of Lenders' Independent Engineer ("LIE") and Lenders'
Insurance Advisor ("LIA") (collectively, the "Consultants") in consultation
with the Senior Lenders and satisfactory resolution of all issues raised by
them. However, the cost for the same will be borne by the Borrower.
20. Pre Disbursement The following conditions must be met to the satisfaction of Senior RTL
Conditions Lenders, prior to first drawdown under the Facility:
Certification by the auditors that 25% of the Equity is contributed;
Procurement of necessary guarantees/support from the JAL towards
fulfillment of its obligations under the Works contract,
Increase of authorized share capital, if necessary as per the means
of finance.
Agreed and undertaken that within 180 days of the execution of the
Facility Agreements, confirmation will be provided by the Project
Company and Lenders' Legal counsel that all security as envisaged
has been registered in accordance with the applicable laws;
Amendments to Project Contracts/Documents specified by the
Senior Lenders, if any, shall have been carried out;
Senior Lenders shall have received from Lenders Insurance Advisor a
certificate that all insurance coverage required by the terms and
conditions of the Transaction Documents and as advised by the
Lenders Insurance Advisor for the Construction Period have been
obtained, are adequate and are in full force and effect.
Execution of each Project Documents and Financing Document
Borrower shall have agreed to maintain the Reserves specified under
clause II of Point 15 above and shall have procured from the
Sponsor such guarantees/ undertakings as are specified in clause III
above.
Furnished a legal opinion from the Lenders' Legal Counsel in respect
of the Financing Agreements executed by the Consortium and the
pledgor in respect of the pledge agreement;
j) Provided a certificate from the authorized signatory of the Borrower
confirming that:
the Borrower has obtained all necessary statutory and other
approvals;
all representations and warranties contained in the financing
documents shall be true and correct in all respects as of the date
hereof;
iii. there is no existing Event of Default which has not been cured or
101
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waived or might result from the making of the relevant Drawdown;

iv.
the Borrower is in compliance with all provisions of the Project
Agreements.
21. Other Special The Borrower shall, to the satisfaction of the Senior Lenders:
Conditions
a) Implement the project within the overall Project Cost and in
accordance with the Financing plan as agreed to between the
Borrower and the Senior Lenders.
Any additional funding required for the Project due to cost overrun will
be borne by the Sponsor.
Ensure that the physical progress as well as expenditure incurred on
the Project is as per the original schedule. To this end, the Borrower
shall agree and undertake to furnish to the Senior Lenders such
information and data as may be required by them.
d) Restricted payments will be permitted only when the following
conditions are fulfilled: (`Restricted Payments Covenants'):
No event of default or Potential event of default has occurred
and is continuing;
Senior DSRA is maintained to the required amount;
Senior DSCR should not be less than 1.10 times for the immediate
previous year (for which Restricted Payment is proposed to be
made)
Repayments of Loans have commenced,
e) Restricted Payments means all dividends, and other distributions of the
Borrower (in cash, property or obligations) on, or other payments or
distributions on account of the purchase, redemption, retirement or
other acquisition of, any share capital of the Borrower or any warrants
or options thereof or any payment by the Borrower of interest,
principal or other sum in relation to any unsecured loan.The Senior
Lenders shall have the right to review the cost of the Project any time
during the implementation of the Project.
The Bank shall have the right to accelerate the repayment of the term
debt if the cash flows so warrant
Not undertake any new project or expansion of the existing Projects or
make any investment without prior approval of the Senior Lenders
during the currency of the RTL.
Shall not make any amendments/modifications or initiate termination
proceedings or grant any waiver under any of the Project Documents.
Ensure that the equipment installed/ structures constructed proposed
to be installed/ constructed are adequate and appropriate to the
pollution control requirements and that all conditions mentioned in the
environmental clearances granted by the appropriate authorities are
fulfilled.
Appoint technical, financial and executive personnel of proper
qualification and experience for the key posts and ensure that the
organization set up is adequate enough for smooth implementation
and operation of the Project.
Agree that the preliminary and pre-operative expenses shall be
allowed as a part of the cost of Project only to the extent as
envisaged in the Base Case Financing Plan, and to the extent that
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they are certified by auditors that they relate to the proposed Project
only.
I) Constitute a project management committee for the purpose of
supervising and monitoring the progress in the implementation of the
Project. The committee shall be responsible for the management of
the Project during construction period and monitoring the
implementation of the Project.
Agree and undertake to furnish to the Senior Lenders such information
and data as may be required by the Senior Lenders to ensure that the
physical progress as well as expenditure incurred on the project are as
per the schedule.
Agree that in the event of the Borrower committing default in the
payment of principal and/or interest on due dates, the Senior Lenders
shall have an unqualified right to disclose the name of the Borrower
and its directors to the Reserve Bank of India / Credit Information
Bureau of India Ltd. The Borrower shall give its consent to the lenders /
RBI / CIBIL to publish its name and the name of its directors as
defaulters in such manner and through such medium as the lenders in
their absolute discretion may think fit.
o) In case the completed Total Project Cost ("TPC") is lower than Rs.
9739.29 crore, there will be proportionate reduction in the amount of
the Financial Assistance
Borrower shall have agreed that the Senior Lenders shall be entitled to
appoint nominee director(s) on the Board of directors of the Borrower
during the currency of RTL in case of an Event of Default.
Borrower shall agree to obtain the external credit rating from the
Credit Rating Agency of repute as and when required by the Lenders
/as per the requirement of Reserve Bank of India.
22. Normal Terms and The Senior Lenders will have the right to examine the books of
Conditions accounts of the Borrower and to have their project assets inspected
from time to time by officers of the Bank and /or outside consultants
and the expenses incurred thereon will be borne by the Borrower.
During the currency of the Senior Lenders' credit facilities, the Borrower
shall not, without prior approval of the Senior Lenders in writing: -
Effect any change in its capital structure;
Formulate any scheme of amalgamation or reconstruction;
Undertake any new project or expansion scheme;
Invest by way of share capital in or lend or advance funds to or
place deposits with any other concern. Normal trade credit or
security deposits in usual course of business or advances to
employees or investment of short term surplus funds in TRA/Escrow
Account into Mutual Funds, FDs with Banks and AAA rated
securities are however, not covered by this covenant;
Undertake guarantee obligations on behalf of any other company;
The Borrower should not make any drastic change in its management
set up without the Senior Lenders' permission.
The Borrower will keep the Senior Lenders informed of the happening
of any event likely to have a substantial effect on their revenues,
profits etc. along with the remedial steps proposed to be taken by the
Borrower.
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Financing All documents entered into by the Borrower & Sponsor in relation to the
Agreements Facility, including but without limitation, the Facility Agreement, Security
Documents and any other Agreements and Undertakings, if any, in
respect of the Facility.
Project The Project Agreements shall include, inter-alia, at any time during the
Agreements term of the Facility the Concession Agreement, all material contracts and
any amendments thereto entered into by the Borrower for the purpose of
the Yamuna Expressway Project as may be designated by the Lenders.
25. Miscellaneous The Borrower is required to submit to the Senior Lenders a quarterly
progress report on the implementation of the project or whenever desired
by the Senior Lenders.
The Borrower shall also have to comply with customary covenants such as
Representation & Warranties from the Borrower, Conditions Precedent to
the effectiveness of the Loan and conditions precedent to each
disbursement, Affirmative covenants by Borrower, Negative Covenants,
Additional Covenants, Information Covenants, Events of Defaults by the
Borrower and the Consequences of the Event of Default, RBI disclosure
norms, as applicable etc.
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ANNEXURE II - DEBT PROFILE OF JAL

Debt Profile of JAL
WORKING CAPITAL FACILITIES (AS ON 31ST MARCH 2009)
Rs Crore
FUND BASED NON-FUND BASED LIMIT NON-FUND BASED LIMIT
SANCTIONED OUTSTANDING
S.NO. NAME OF THE BANK SANCTIONED 0/STANDING LC LIMIT BG LIMIT TOTAL LC LIMIT BG LIMIT TOTAL
1 Canara Bank 40.40 19.58 44.85 298.00 342.85 0.00 265.69 265.69
State Bank Of
2 Hyderabad 15.00 11.57 15.50 151.75 167.25 11.27 108.57 119.84
3 Indian Overseas Bank 7.70 4.31 9.30 196.40 205.70 50.30 135.95 186.22
4 State Bank Of India 46.35 38.35 12.00 159.80 171.80 0.78 223.73 224.5
Oriental Bank Of
5 Commerce 14.45 1.61 16.50 220.10 236.60 26.25 157.23 183.48
6 Bank Of Baroda 13.60 10.85 8.55 72.05 80.60 2.07 3.83 5.90
State Bank Of
7 Travancore 3.45 2.43 6.00 60.00 66.00 0.00 15.24 15.24
8 Syndicate Bank 6.15 4.00 6.25 70.75 77.00 0.00 35.78 35.78
9 State Bank Of Mysore 10.45 5.16 6.65 81.10 87.75 15.78 53.53 69.31
10 State Bank Of Indore 10.38 7.69 6.80 93.08 99.88 0.00 65.09 65.09
State Bank Of Bikaner
11 & Jaipur 8.91 6.54 6.15 49.35 55.50 0.00 36.98 36.98
12 Union Bank Of India 9.83 9.32 2.30 11.20 13.50 0.00 2.98 2.98
13 Punjab & Sind Bank 0.56 0.28 3.00 77.00 80.00 53.09 0.00 53.09
The Jammu &
14 Kashmir Bank Ltd. 7.65 5.88 6.40 64.40 70.80 8.66 40.86 49.52
15 Punjab National Bank 0.50 0.00 3.50 76.00 79.50 49.35 0.35 49.70
16 ICICI Bank Limited 9.38 9.14 10.00 0.00 10.00 0.00 0.00 0
17 Bank Of Maharstra 5.71 5.57 0.00 50.00 50.00 4.40 11.44 15.84
18 Idbi Bank Limited 9.53 9.25 6.25 274.02 280.27 0.00 81.12 81.12
TOTAL 220 151.52 170.00 2,005.00 2,175.00 221.94 1238.33 1460.27
TERM DEBT FACILITIES

Rs. In Crores
NAME OF FINANCIAL ORG. LOAN AMOUNT AS ON 0/S AS ON
S.No. INSTITUTION/LENDER 31.03.09 31.03.09
Engineering Division :
A Rupee Term Loan :
1 Oriental Bank of Commerce 50.00 3.13
2 Allahabad Bank 100.00 30.00
3 Life Insurance Corporation of India 50.00 39.26
4 IDBI Bank Limited 100.00 25.00
5 State Bank of Patiala 50.00 50.00
6 State Bank of Bikaner & Jaipur 50.00 50.00
7 The Karur Vyasa Bank Ltd. 30.00 30.00
8 State Bank of India 200.00 92.88
9 Uco Bank 100.00 53.29
10 Axis Bank Ltd 440.00 430.00
11 State Bank of Indore 50.00 27.51
12 IDBI Bank Limited (Srisailam) 100.00 89.76
13 Industrial Dev. Fin. Co. Ltd. (Srisailam) 90.00 80.84
14 Union Bank Of India 65.00 58.39
Exim Bank of India (Srisailam - under
15 60.00 55.00
consort)
16 Exim Bank of India (Srisailam - Part) 60.00 48.00
105
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S.No.
INSTITUTION/LENDER 31.03.09 31.03.09
17 Exim Bank of India 30.03.2007 100.00 91.67
18 IDBI Bank Limited 200.00 200.00
19 State Bank of India (Corporate Loan) 200.00 200.00
20 ICICI Bank Ltd. (Wind Power) 108.30 162.32
21 Bank of Rajasthan 75.00 75.00
22 State Bank of Hyderabad 200.00 200.00
23 State Bank of Hyderabad 100.00 100.00
Sub-total 2778.30 2392.04
CEMENT DEVISION
Expansion & Upgradation
25 The J&K Bank Ltd. 25.00 3.75
26 Bank of Maharashtra 40.00 6.00
27 ICICI Bank Ltd (ECB-FCL) LIBOR +
US$ 25mn 68.90
2.5%
28 HUDCO 104.00 10.50
CPP II
30 Union Bank of India 20.00 2.00
CPP III
31 IDBI Bank Ltd. 50.00 22.50
32 Indian Bank 50.00 22.50
33 Karnataka Bank Ltd. 5.00 2.25
Corporate Loan
34 Bank of India 500.00 500.00
Sub-total 1024+US$25 Mn 830.29
Jaypee Himachal Cement Project

38 Karnataka Bank 50.00 40.00
39 The Jammu & Kashmir Bank Ltd. 25.00 20.00
40 IDBI Bank Ltd. 50.00 30.00
41 IDBI Bank Ltd. 30.00 25.00
42 IDBI Bank Ltd. 20.00 15.00
44 Corporation Bank 50.00 39.99
45 Syndicate Bank 80.00 62.97
46 Central Bank of India 100.00 80.00
47 AKA Export Finance Bank (Euro) 90
Euro 15.85 Mn. 76.18
Crs.
48 ING Vysya Bank Ltd. 80.00 80.00
49 Uco bank 160.00 120.00
Sub-total 870+Euro 15.85 Mn. 758.48
UP Cement Project Cost

50 Punjab National Bank 100.00 91.89
51 Central Bank of India 100.00 98.45
53 Karnataka Bank 60.00 60.00
54 Corporation Bank 50.00 50.00
56 State Bank of Travancore 50.00 48.22
0 106
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S.No.
58 ICICI Bank Ltd 125.00 175.00
Sub-total 715.00 700.70
Sidhi Cement Project Cost

59 Punjab National Bank 50.00 43.99 _
60 Oriental Bank of Commerce 100.00 93.57 _
61 The Karur Vysya Bank Ltd. 50.00 13.02
62 ICICI Bank Ltd. 250.00 250.00
Sub-total 450.00 400.58
Gujrat Anjan Cement

From Financial Institutions
Gujarat Industrial Investment
63 4.44 4.44
Corporation Ltd
From Banks
Syndicate Bank Term Loan 100Crore
64 100.00 90.19
(GACL)
65 OBC Term loan (GACL) 50 Crore 50.00 50.00
Punjab National Bank (GACL) Term
66 100.00 98.49
Loan 50 Crore
Punjab & Sindh Bank (GACL) Term
67 50.00 50.00
Loan 50 Crore
State Bank Of Mysore (GACL) Term
68 75.00 74.99
Loan 75 Crore
State Bank On Indore (GACL) Term
69 50.00 49.99
Loan 50 Crore
Corporation Bank (GACL)Term Loan
70 80.00 80.00
RS.80 Cr SP II A/C 070013
State Bank of Patiala ( GACL.) Term
71 80.00 75.85
Loan A/C NO 65033343141
Bank Of Maharstra - RTL Rs.50.00
72 50.00 30.00
Crore (SP-II)
Bank Of India (AHMEDABAD) RTL
73 100.00 50.00
RS.100 Crores
Union Bank Of India Term Loan A/C
74 100.00 75.00
SP-II GACL
Central Bank Of India Term Loan
75 100.00 50.00
A/C SP II (GACL)
The Jammu & Kashmir Bank Ltd Term
76 100.00 50.00
Loan A/C SP-II
Punjab & Sindh Bank (GACL) Term
77 75.00 25.00
Loan 75 croretSP-II)
Corporation Bank ( GACL) Term
78 50.00 10.00
Loan Rs. 50Cr. Sp-ii A/c 080019
Axis Bank ( GACL) Term Loan Rs.
79 100.00 50.00
50CR. SP-I
Union Bank Of India ( GACL) RTL Rs.
80 63.00 5.00
63Cr. (Wkb-CPP)
- In Foreign Currency
81 Bank Of India SL- ECB- US$50 Million 205.00 50.76
From Others
L&T Infrastructure Finance Company
82 80.00 80.00
Limited ( Term Loan 80Cr-GACL )
Sub-total 1612.44 1049.71
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S.No.
Balaji Cement Project Cost
From Banks
83 Dena Bank RTL 100 Cr. 100.00 50.00
Sub-total 100.00 50.00
Hotel Division (Jaypee Hotels) :

84 IFCI Ltd. 100.00 50.00
Sub -total 261.50 109.18
7811.24+US$25 Mn.+Euro
Sub-total A 6290.98
15.85 Mn
B NON CONVERTIBLE DEBENTURE
87 NC
GDs Secured partly against ICICI 180.00 165.00
88 LIC of India 150.00 150.00
89 LIC of India 300.00 300.00 _
90 LIC of India 150.00 150.00
91 Axis Bank LTd. (JHPC) 50.00 37.50
Sub-total B 830.00 802.50
C UNSECURED LOAN
92 Greater Noida Indul. Dev. Authority 8.63 4.32
93 Yes Bank Ltd. 100.00 75.00
95 LIC Mutal Fund 200.00 80.00
96 Yes Bank Ltd. 200.00 200.00
97 Standard Chartered Bank 200.00 200.00
98 Standard Chartered Bank 600.00 600.00
99 LIC Mutal Fund 200.00 200.00
100 ECB (Part US$ 250 Millions) 1422.15 1422.15
101 ECB (ICICI Bank Ltd.) 247.05 247.05
102 ECB (ICICI Bank Ltd.) 253.16 253.16
103 The J & K Bank Ltd. 83.34 83.34
Sub-total C 3614.32 3465.01
12255.56 + US$25 Mn.+ Euro

GRAND TOTAL (A+B+C) 10558.48
15.85 Mn.
- a- 108
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Limited

ANNEXURE III -DETAILED FINANCIALS OF JAL

Rs Crore
•s at March 31, 2005 2006 2007 2008
Sources of Funds
Equity Share Capital 176 215 219 234
Equity Warrants 399
Reserves & surplus 1,059 2,467 2,654 3,965
Less: Misc. Expenditure not w/o 2 1 0 0
Shareholders Funds 1,232 2,682 2,873 4,598
Less: Revaluation Reserve 10 536 309 308
Tangible Net worth 1,223 2,145 2,564 4,290
Secured Term Loan funds

Redeemable Non Convertible Debentures 1,023 813 415 403
Rupee Term Loans from Banks 764 1,291 2,426 3,253
Foreign Currency Term Loans from Banks 115 148 290 289
Rupee Term Loans from Financial Institutions 441 272 279 450
Term Loans from others 100 100
Advances from clients (secured against hypothecation of
construction material and plant & machinery)
Interest Bearing 16 9 9 6
Non-Interest Bearing 22 5 2 0
Hire Purchase 6 2 1 -
Total Secured Term Loan/ Debt 2,388 2,539 3,523 4,501
Unsecured Loans
Foreign Currency Convertible Bonds-I 436 110 9 8
Foreign Currency Convertible Bonds-II 893 949 60
Foreign Currency Convertible Bonds-Ill 1,586
Others 223 496 872 2,011
Total Unsecured Loans 659 1,498 1,830 3,665
Total Term Loan / Debt 3,047 4,038 5,353 8,166
Deferred tax liability (DTL) 483 483 490 560
Total sources of funds 4,762 7,203 8,716 13,324
Application of Funds
Gross Fixed Assets 3,112 3,664 4,202 5,166
Acc. Depreciation 1,060 1,196 1,280 1,455
Net Block 2,052 2,468 2,922 3,712
CWIP 354 876 2,228 4,219
Investments (Long Term) 1,192 1,557 1,779 3,225
Current assets, loans and advances
Inventories 600 1,212 1,265 1,307
Sundry debtors 370 422 452 586
Cash & bank balances 727 1,670 1,430 1,815
Loans and advances 849 912 1,099 2,222
Other Current Assets 2 3 13 32
Less: current liabilities & provisions
Working Capital Loans From Banks
Rupee 85 121 126 116
Foreign Currency 67 61 37 23
Sundry creditors & Other Liabilities 1,100 1,537 2,004 3,349
Provisions 133 199 304 306
Net current assets 1,164 2,302 1,787 2,168
Total application of funds 4,762 7,203 8,716 13,324
0 109
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Rs Crore
• articulars \ Year ended 31st 31st 31sT 315'
March March March March
2005 2006 2007 2008
Gross Cement Sales 1,185 1,444 2,073 2,241
Construction Revenue 1,755 1,921 1,611 1,730
Gross Asbestos Sheet Sales 14 52
Real Estate Revenue 256
Hotel/Hospitality, Power & Other Revenues 149 183 136 49
Total Gross Revenues 3,090 3,548 3,834 4,327
Less: Excise Duty (Cement, Asbestos Sheet, etc.) 189 220 258 349
Total Net Revnues 2,901 3,328 3,576 3,978
Other Income - - - -
TotalIncome 2,901 3,328 3,576 3,978
Total Expenditure 2,225 2,534 2,536 2,881
(Inc.)/Dec. in Stock-in-Trade (6) 17 (15) (62)
Consumption of Raw Material 165 196 209 217
Construction Expenses 742 864 571 790
Hotel & Golf Course Operating Expenses, 5 8 9 11
Consumption of Food and Beverages etc.
Selling & Distribution Expenses 251 272 345 369
Stores & Spares 180 212 222 223
Power & Fuel 208 206 208 201
Coal and Packing Materials Consumed 185 225 281 295
Staff Cost 100 124 161 255
Repairs & Maintanance 155 169 275 274
(k) Other Expenditure 240 241 271 308
EBIDTA 675 794 1,040 1,097
Less: Interest 213 240 257 339
Less: Depreciation & Amortisation 133 151 163 203
Add: Extraordinary Income 361 289
PBT 329 765 620 843
Provision for Current Tax 42 124 198 164
Provision for Deferred Tax 79 1 7 70
PAT 208 640 415 610
Cash Profit 420 792 585 883
Year/period ended 31st March 31° 31st 31st

2005 March March March
2006 2007 2008
EBIDTA/Total Income (%) 23.29% 23.87% 29.09% 27.57%
Cash profit / Total Income (%) 14.47% 23.80% 16.35% 22.18%
PBT/Total Income (%) 11.33% 22.97% 17.33% 21.20%
PAT/Total Income (%) 7.16% 19.23% 11.60% 15.32%
Debt to Equity (considering DTL and FCCB as equity) 1.22 0.84 1.10 1.00
Debt to Equity (considering DTL and FCCB as debt) 2.89 2.11 2.28 2.03
Current Ratio (w/o considering loans repayable within 1 year) 1.84 2.20 1.72 1.57
RONW 26.89% 35.64% 24.18% 19.66%
TOL/TNW(incl.DTL) 2.60 2.27 2.56 2.47
-11- 110
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ANNEXURE IV - BRIEF PROFILE OF THE BOARD OF DIRECTORS OF JIL
Shri Jaiprakash Gaur, Director (Founder Chairman, Jaypee Group)

Shri Jaiprakash Gaur, 77, holds a Diploma in Civil Engineering from University of Roorkee
(now Indian Institute of Technology, Roorkee). He has been associated with the
construction industry for over 54 years. He is the main architect for the growth of Jaypee
Group of Companies, which had an aggregate turnover of approximately Rs. 5000 Crores
in the Financial Year 2007-08. Shri Jaiprakash Gaur is the Executive Chairman of Jaypee
Ventures Private Ltd. He is also Director on the Boards of Jaiprakash Associates Ltd.
Jaypee Ventures Pvt. Ltd, Manumanik Estates Pvt. Ltd., Sunvin Estates Pvt. Ltd., Samsun
Estates Pvt. Ltd., Ceekay Estates Pvt. Ltd., Dhara Infra Developers Pvt. Ltd., Jaypee Ganga
Infrastructure Corpn. Ltd.
Shri Manoj Gaur, Chairman

Shri Manoj Gaur, 43, is B.E. (Civil Hons) from BITS, Pilani, having experience of 22 years in
Cement, Corporate Matters and Finance. Shri Manoj Gaur is Chairman of Jaiprakash
Hydro-Power Limited, JIL Information Technology Limited, Jaiprakash Kashmir Energy
Limited, Gaur & Negi Ltd. He is Vice Chairman of Jaypee Powergrid Limited & Jaypee
Karcham Hydro Corporation Ltd. and Managing Director of Bhilai Jaypee Cement Ltd. He
is also a Director on the Boards of Jaiprakash Associates Ltd., Jaiprakash Hydro-Power Ltd.
Gujarat Jaypee Cement & Infrastructure Ltd., Jaypee Karcham Hydro Corpn. Ltd.,
Jaypee Powergrid Ltd., Bhilai Jaypee Cement Ltd., Madhya Pradesh Jaypee Minerals Ltd.,
Jaiprakash Power Ventures Ltd., Jaypee Ventures Pvt. Ltd. ,Manumanik Estates Pvt. Ltd.,
Avni Housing Private Ltd. ,Indesign Enterprises Private Ltd. ,JPSK Sports Private Ltd., Jaypee
Ganga Infrastructure Corpn. Ltd., Jaypee Arunachal Power Ltd., Jaypee Spa Infocom
Ltd., Jaypee Hotels & Resorts Ltd., Jaypee Petroleum Private Ltd., J aypee Hydro Carbon
Private Ltd.
Shri Sunil Kumar Sharma, Vice Chairman

Shri Sunil Kumar Sharma, 48, B.Sc., has 28 years experience of engineering construction.
He is presently looking after engineering construction contracts of the Company spread
over in various States of the country and in Bhutan. Shri Sunil Kumar Sharma is Chairman of
Jaypee Karcham Hydro Corporation Ltd. and Vice Chairman of Jaiprakash Hydro-Power
Ltd., He is also a Director on the Boards of Jaiprakash Associates Ltd., Jaypee Karcham
Hydro Corpn. Ltd. ,Jaiprakash Hydro-Power Ltd. ,Jaiprakash Power Ventures Ltd. ,Madhya
Pradesh Jaypee Minerals Ltd. ,Jaypee Powergrid Ltd. ,Jaypee Ventures Pvt. Ltd. ,Himalyan
Expressway Ltd. ,Suneha Estates Pvt. Ltd. ,Indesign Enterprises Pvt. Ltd. ,Jaypee Ganga
Infrastructure Corpn. Ltd. , JPSK Sports Pvt. Ltd. ,Jaypee Arunachal Power Ltd. ,Jaypee
Hotels & Resorts Ltd. ,Jaypee Spa Infocom Ltd. ,Jaypee Petroleum Pvt. Ltd. ,Jaypee Hydro
Carbon Pvt. Ltd.
Shri Sameer Gaur, Director-in-Charge

Shri Sameer Gaur, aged 36 years, MBA from University of Wales, U.K., is accredited with
management experience of over 13 years. He has been a Director of the Company since
its incorporation. Prior to this appointment, he was a Whole-time Director of Jaiprakash
Associates Limited (Holding Company). He has worked on significant Projects of
Jaiprakash Associates Limited, viz. Sardar Sarovar Project in Gujarat, Dulhasti and Baglihar
Hydroelectric Projects in Jammu and Kashmir. He is also a Director of Jaiprakash Kashmir
Energy Ltd., Jaypee Ventures Pvt. Ltd., Samsun Estates Pvt., Ltd. Indesign Enterprises
Private Ltd., Himalyan Expressway Limited, Bhumi Estate Developers Pvt. Ltd., Jaypee
Development Corporation Ltd., JPSK Sports Pvt. Ltd., Jaypee Ganga Infrastructure Corpn.
Ltd.
ICICI Bank say

Capital
Markets
AXIS BANK
Limited
Ms. Rita Dixit, Whole time Director

Ms. Rita Dixit, aged 41 years, Chartered Accountant by qualification, has more than 18
years of experience in accounts, finance, sales and marketing operations. She joined the
Board of Directors of the Company on 21 st April, 2007 as an Additional Director. At
present, she is also a Director of JPSK Sports Pvt. Ltd., Vasujai Estates Private Limited and
Jaiprakash Exports Private Limited. She had also been nominated as a Government
Nominee on the Central Council of the Institute of Company Secretaries of India (ICSI) by
the Ministry of Corporate Affairs.
Shri Hari Prasad, Whole time Director

Shri Har Prasad, aged about 72 years, B-Tech (Hons) in Civil Engineering, holds Certificate
in Projects Management (U.P. Productivity Council) and Certificate of Dam Safety
Evaluation with over 45 years of rich experience in the field of Project management,
construction, planning and administration. He joined the Board of the Company on 21st
April, 2007 as Additional Director. He is also a Director of Himalyan Expressway Limited
Shri Suresh Kumar, Director

Mr. Suresh Kumar, 67 years, holds a degree in Civil Engineering from Roorkee University. He
has over 44 years of experience in construction, finance, administration and company
affairs and is presently on the board of some of our Promoter Group companies. Prior to
joining the Jaypee Group, Mr Suresh Kumar was with U. P. Irrigation Department for 20
years and held various assignments related to design, planning and execution of irrigation
and hydro-electric projects including Yamuna Hydro-Electric stage-II project on river tons
and Garwal-Rishikesh-Chilla Hydro-Electric project on river Ganga in Uttranchal. Mr Suresh
Kumar has been associated with the Jaypee Group for over 24 years and has been
responsible for overseeing the construction of number of engineering projects, including
concrete dams, underground power-houses and tunnels etc. He has also been
responsible for corporate functions including human resource development, finance,
accounts and company affairs. He is also director of Jaiprakash Power Ventures Ltd.
,Jaypee Karcham Hydro Corpn. Ltd., Jaypee Ganga Infrastructure Corpn. Ltd., Bina
Power Supply Company Ltd.
Shri Gyan Prakash Gaur, Director

Shri Gyan Prakash Gaur, has over 31 years of rich Experience in Construction and Material
Management. He is also director of Jaiprakash Hydro-Power Ltd.
Shri Pawan Kumar Jain, Director

Shri Pawan Kumar Jain has over 36 years of rich Experience in the field of Civil Engineering
Construction.
Shri Sachin Gaur, Whole time Director

Shri Sachin Gaur, aged about 33 years, B.Tech., has to his credit an overall experience of
10 years in handling Projects. He joined the Board of Directors of the Company as an
Additional Director on 21st April, 2007. He is also a Director of JPSK Sports Pvt. Ltd.
Shri Anand Bordia, Whole time Director

Shri Anand Bordia, B.A (Hons.), M.A, (retired from IC&CES) has 37 years of professional
experience at a senior level in Government of India and in international organizations. He
was Member (Finance), National Highways Authority of India and took a number of
initiatives in innovative financing and resource mobilization during the initial period of the
National Highways Development Project.Other positions held by Shri Bordia during the
Government services include, First Secretary (Trade) High Commission of India, London,
Collector of Customs, Delhi and Director General Audit, Custom and Central Excise. As
112
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ICICI Bank

Capital
Markets
Limited
Joint Secretary, Ministry of Social Justice and Empowerment, he was instrumental in

finalizing the new privately managed defined contributory pension system (recently
introduced by the Government of India).Shri Bordia conducted technical assistance
programmes in European (Cyprus), Asian (Malaysia, Thailand, Bangladesh & Afghanistan)
African (Kenya, Tanzania) and Latin American (Jamaica) countries for the World Bank,
Asian Development Bank, Harvard Institute for International Development, World Customs
Organization and UNDCP.He is also Director of Birla Corporation Limited ,C&C
Constructions Limited.
• Shri S.K. Dodeja, Whole time Director

Shri Sushil Kumar Dodeja, aged 60 years, is a holder of Diploma in Mechanical
Engineering, A.M.I.E. Section A & B, Mechanical Engineering and P.G. Diploma
Management of Construction Equipment. He has 40 years experience in planning,
formulation of policies/objectives relating to Project clearances, pre-construction
activities including preparation of DPRs, Construction & commissioning of Projects under
implementation of appropriate quality parameters/standards & with the aims towards
smooth & better operations of Power stations with due updated technological
improvements inbuilt during construction stage, monitoring of implementation of latest
best practices and incorporating renovation, modernisation & technological
improvements during O&M stage of Power stations in different organisations viz., Ministry
of Defence, Border Roads Organisation, Ministry of Surface Transport, NHPC & NHDC. He is
also Director of Reliable Jal Shakti Vikas Pvt. Ltd.
113
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i CiCi Bank
O say
Capital
Markets
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ANNEXURE V - ORGANISATION CHART
Board of Director
Director - In - Charge
Shri Sameer Gaur
I
HOD HOD HOD
---HOD
(PLANNING
PROJECT
FINANCE & PERSONNEL ITS
& ACCOUNTS
.,..,.. & ADMIN
EXECUTION
T
SUPPORT SUPPORT SUPPORT SUPPORT SUPPORT
STAFF STAFF STAFF STAFF STAFF
114
P/C/C/ Bank sni

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ANNEXURE VI - PROPOSED ORGANOGRAM OF PMC
Resident Engineer
Sr. Pavement cum Sr. Bridge Engg-1

Material Engg-1 I
Sr. Highway Engg*1 CADD Expert - 1
Highway Engg-1 Bridge Engg-1 Material Engg-1 Survey Engg-1

L
WITIF
• . ge Quail
Engg-1 Engg•1 • Surveyor-1
Field Engg Field Engg Lab Technician-1 CADD

Highways-3 2Bridges-1 Draftsman - 1
115
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Bank

P/C/C/ Capital
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ANNEXURE VII - PROPOSED ORGANOGRAM OF MONITORING YEAM OF JAL
Construction In-Charge
Planning &
Monitoring Team
In-Charge Package-1 In-Charge Package-2 In-Charge Package-3

0-50 Km. 50-110 Km. 110-165 Km.
Quality/ Highway Structure Quality

Billing Team Construction Construction Control Team
Team Team
0 1'
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IC/CI Bank SRI
Caper,'
Markets
LImItod
ANNEXURE VIII - BRIEF PROFILE OF CONSULTANTS
Traffic Consultant - DESIGN AID

Design-Aid was established in year 2003 to cater for consultancy services in the field of
highway engineering. Design Aid provides a fully integrated Engineering Consultancy
Services covering civil, structural, geotechnical, mechanical and electrical engineering
and project management. In each discipline, Design-Aid's responsibility extends from
preliminary investigation and reports through to detailed design, specification, the calling
and evaluation of tenders, supervision of construction and finally the handing over of the
completed projects to the client.
In the 5 years, Design Aid has been actively involved in many major highway projects in
India, Afghanistan, and Bangladesh. The company has assembled a team of experts,
who have successfully completed the major infrastructure projects. This expertise is
available for planning, designing and implementing the infrastructure projects. Some of
the projects undertaken by the same are as follows:
SI. Project Name Client Country Features Years of Nature of Services

No. Services
New alignment of aprox
Feasibility cum Louis Berger 68 Km length joining Preliminary Design
Preliminary Design Consulting On going of Expressway for
1 India Lalru(Punjab) to
for Mohali Private
Baddi(Himachal 120 Km/hr
Expressway Limited
Pradesh).
Traffic Volume at 50 Motorised Traffic Volume
CMS Traffic count with automatic Classified Traffic
Locations on India On going
2 Systems vehicle counter and non volume surveys
Selected National Limited
Highways motorized manually.
Review/proof checking Detailed review of

of road design and alignment design
Proof Checking of and interchange
Western Peripheral D.S. drawing carried out by
3. Construction India design consultants for On going layout, optimizing
Expressway (KMP alignment design in
s Limited KMP Expressway (Delhi's
Expressway) Western Peripheral small section in hilly
Expressway) in Haryana terrain
Road Design,
11.5 km of Urban Road Mapping of utility
section having physical services,
Rood Design & separated multiple lanes - preparation of
Drainage Design for Neeraj- India bus lane, motor vehicle Ongoing vertical profile,
4 Protibha JV
' BRTS Corridor at
lanes, cycle track, cross-sections,
Indore footpath and service drainage design for
roads. Multiple lanes of
BRTS work.
10.7 km of Urban Road

Detailed Design section having physical
and Preparation of
separated multiple lanes - Preparation of Bid
Bid Document for SG India Ongoing
bus lane, motor vehicle Documents.
Construction of Architects lanes, cycle track, Alignment design
Rojkot Pilot BRTS footpath and service
Corridor
roads.
Detailed Design of 1.4
Km of road having lkm
Chittagong Port
of via-duct overpassing
Trade Facilitation SMEC 2006- Detailed Design &
Bangladesh Railway line, Saltgola
Project-Connector Bangladesh 2007 drawing,
Junction and bridge over
Road Mohesh khal river through
Chittagong urban area
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ICICI Bank SBI
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SI. Project Name Client Country Features Years of Nature of Services

No. Services
Study of Indian
Transport Sector Asian Technical Evaluation of
Transport Sector
Evaluation Study for Developmen India ADB's assistance in 2006
identifying
India t Bank (ADB) Transport Sector in Indio
Technical issues
Design of approach Design of approach road
Jai Prakash Detailed Design &
road to SriSailam to proposed tunnel on
Associates India 2006 drawing, Estimation
Left Bank Canal left Bank of Krishna river
Limted of quantities.
Tunnel Scheme at Srisailam in A.P.
Design of 138 Km of
MSV Rajasthan State Highway Detail design and
Rajasthan Mega
International India in Barmer 2006-2007 design solutions
Highway Project
Inc. District(Pachpadra to during construction
Ramji ki Gol)
28 km of 8/6 lane dual
Detail design and
Delhi Gurgaon JAYPEE-DSC carriageway road on BOT
India 2002-2006 design solutions
Expressway Ventures Ltd. including 11 flyovers and
during construction
2 underpasses
Mahindra
Four Laning of NH- DPR for aprox 60 km of
Raj Detailed design and
11 57 from Muzzafarpur India road in the flood plains in 2004-2005
Consultants drawing
to Darbhango Bihar state
Pvt. Ltd.
Delhi-Metro Rail Restortion of Road work
Project-Restortion of L&T Ramboll for cut & cover section of Design for road
India 2005
road in package Ltd. Delhi-Metro works by restoration work
MC-1 IMCC.
Construction supervision
Highway Design
Dalal-Mott for 10 Km of NH-47 with
Kochin Port Engineer in
Macdonald India bridges(5 nos) on 2004-2005
Connectivity Project construction
Ltd. backwaters of Aabian
supervision
Sea.
MSV
60 km of 6 lane dual
Ranchi ring Road Internationa India 2003-2004 Detail design
carriageway road
Inc.
West Bengal
Louis Berge , Tender Documents
Corridor India 100 km of 2 lane road 2002-2003
Group and Drawings
Development
Kandhor-
Spinboldak Road in MSV-LRP JV. Afganistan 103 km of 2 lane road 2003-2004 Detail design
Afghanistan
Pule-e-Khumuri to Louis Berger Tender Documents
Afganistan 60 km of 2 lane rood 2002-2003
Sherkhan-Bandar Group and Drawings
Kabul -Kandhar-
18. MSV-LRP JV. Afgonistan 80 km of 2 lane rood 2003-2004 Detail design
Road in Afghanistan
0 118
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ANNEXURE IX - ASSUMPTIONS USED FOR PROJECTING FINANCIALS OF JIL
Commercial Operations Date : April 1, 2011
Revenue Assumptions
Revenue for the Project comprises toll collections and real estate revenue. The projected
toll revenue for each year is a product of the applicable toll rate and traffic volumes for
that year.
2. (a) Toll Fees Assumptions

The Concessionaire or an Operation & Maintenance Contractor (O&M Contractor) shall
be entitled to demand, manage and collect Fees from the users of the Yamuna
Expressway at the envisaged Toll Plazas during the Concession Period. Fee structure of
different types of vehicles using the Yamuna Expressway shall be decided by the
Concessionaire, subject to the condition that such Fee shall not exceed fee notified by
GOUP in this behalf and under similar situations.
GOUP is yet to issue any notification for Fee, which is expected to be on the similar lines as
levied on the users of Mumbai - Pune Expressway, the only other working Expressway in
the country. Hence, for the instant appraisal, Fee rates of Mumbai-Pune Expressway for
the year 2010 have been assumed which is described below.
ategory of vehicle Rate (Rs/km)

Cars/Jeeps/Taxis 1.47
Mini bus/LCV/Tractor 2.29
Bus 4.35
Truck-2A 3.17
3A 7.52
Truck -M 10.02
The above rates are in force from April 2008 and applicable till March 2011. The rates are
assumed to revise every three years.
Traffic volume
The basis and assumptions of the traffic projections are highlighted in Chapter 6 of this
Memorandum.
2. (b) Real Estate Assumptions

For Residential and Commercial real estate development the construction phasing has
been assumed to be as follows:
ear of construction 1 2 3 4
Percentage construction 10% 40% 40% 10%
For real estate sales realisation, the •a ment •hasin• has been assumed t o be as folio ws:
Milestone % payment Milestone % payment
At time of booking 10.00% 15 months from booking 7.50%
2 months from booking 10.00% 18 months from booking 7.50%
Occupation Certificate 5.00%
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The cost of construction and sales price for real estate has been assumed for various
places have been assumed to be as follows:
Noida
Particulars Area Selling Price Cost of Construction
% (in mn. Sq. ft.) Rs. per sq. ft.
1 Residential 81.11% 60.84 4200 2070
2 Commercial 8.55% 6.42 6600 3220
3 Institutional 10.34% 7.75 2160 1150
Total 100.00% 75.01
A ra
1 Residential 72.37% 58.40 3800 2070
2 Commercial 11.84% 9.56 4560 2645
13 Institutional 15.79% 12.74 1440 920
Total 100.00% 80.70
Dankaur
' 1 Residential 72.37% 58.38 2500 1265
2 Commercial 11.84% 9.55 3000 1650
3 Institutional 15.79% 12.74 1080 748
Total 100.00% 80.67
Mirzapur
1 Residential 72.37% 58.38 2500 1265
2 Commercial 11.84% 9.55 3000 1650
3 Institutional 15.79% 12.74 1080 748
Total 100.00% 80.67
Taooal
Particulars I Area Selling Price Cost of Construction
(in mn. Sq. ft.) Rs. per sq. ft.

1 Residential 72.37% 58.38 2500 1265
2 Commercial 11.84% 9.55 3000 1650
3 Institutional 15.79% 12.74 1080 748
I Total 100.00% 80.67
No escalation has been assumed in the cost of construction and the selling price for real
estate.
The other construction costs assumed are as follows:
External development cost Rs. 3,642,300.0 per acre of total land area
li Internal development cost Rs. 3,500,000.0 per acre of total land area
Brokerage and other expenses have been assumed to be 5% of sales realisation.
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AAXIS BANK
laiCiCi Bank SBI
Capital
Markets
Limited

Jaypee Infra tech Limited Private & Confidential
Operation and Maintenance Assumptions

O&M costs are projected based on the initial starting figures estimated by JIL. The O&M
Contract price for the entire concession period is given below:

Rs. Crores
Profile of O&M Contract Price for the Concession
FY ending 31 5 March Mar-12 Mar-16 Mar-20 Mar-24 Mar-28

O&M Contract Price 70.84 86.10 272.76 171.23 208.14
The Major Maintenance will be undertaken every 5 years from COD. The Major
Maintenance price for the entire concession period is given below:
FY endin • 31 st March Mar-16 Mar-21 Mar-26 Mar-31 Mar-36 Mar-41 Mar-47

Major Maintenance Expenses] 12.76 1 16.29 20.79 1 26.53 1 33.86 I 43.2 1 55.16
Financial and Economic Assumptions

Other financial and economic assumptions used in the financial projections are as under:
a) Taxation
The following categories of taxation have been adopted to be applicable:
Corporate tax rate of 33.99% (inclusive of surcharge & cess) on the net
business income of the Concessionaire;
Minimum Alternate Tax (MAT) has been assumed at 17.00% (inclusive of
surcharge & cess); and
No other tax or duties are assumed to be payable by the JIL or its
Shareholders.
b) Depreciation under Income Tax Act
Depreciation under Income Tax Act has been assumed on Written Down Value method.
The Depreciation rates assumed to be applicable are set out in the following table.
De•reciation Rates as •er IT Act
c) Depreciation as per Companies Act

Depreciation has been provided for in the Profit and Loss calculation using the straight-
line method to write-off the assets over the expected useful life of the assets. The
depreciation rates based on Companies Act for the different asset types are as set out
below.
e reciation Rate based on Corn anies Act
121
AXIS BANK
ICICI Bank Capital
711
Markets
Limited

Jaypee Infra tech Limited Private & Confidential
ANNEXURE X - DETAILED PROJECTED FINANCIALS OF JIL

Profit and Loss Account for Construction + 0 aeration Phase till the re a ment of debt Rs. in Crores
articulars \ During the year
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 202
nded 31st March
Income
Real Estate Sale - 555.23 - - 3,506.292,549.103,112.065,965.6510,163.46 9,451.8510,776.8111,010.4510,452.0810,327.3411,150.3610,889.25
Toll Fees - - - 302.72 322.43 343.43 409.73 436.48 464.99 552.25 585.64 621.08 737.75 782.49 826.07 976.79 1,031.31
Other Income 0.77 1.03 - - - - - - - - - - - - - - -
Sotal Income 0.77556.26 - - 302.72 3,849.72 2,958.83 3,548.53 6,430.65 10,715.71 10,037.4911,397.89 11,748.2011,234.57 11,153.42 12,127.1511,920.56
Expenses
Development Cost 2.459.951,788.402.183.364,420.62 7.667.67 7,058.89 8,108.67 8.391.54 8,112.99 8.125.70 8.811.92 8,596.87
Routine Operating &
70.84 74.38 78.10 97.88 86.10 90.41 94.93 99.67 272.76 215.30 155.32 163.08 171.23 209.59
Maintainence Expenses
Major Maintenance Reserve - 12.76 16.29 ., - -
Other Cost 3.59138.88 - - - - - - - - - - ., - -
Total Expenses 3.59238.68 - 70.84 2,538.04 1,886.28 2,282.23 4,511.02 7,762.60 7,158.57 8,381.43 8,623.13 8,268.31 8,288.78 8,983.16 8,806.46
EBIDTA (2.82)317.57 - - 231.88 248.0 1,311.68 1,072.551,266.31 1,919.62 2,953.11 2,878.93 3,016.46 3,125.06 2,966.26 2,864.64 3,143.99 3,114.10
Interest on Term Loan - - - 810.02 798.36 745.95 675.68 601.71 551.03 504.90 449.88 408.27 387.67 368.16 289.31 137.60 4.98
EBDT (2.82) 317.57 - - (578.13)(550.31) 565.72 396.87 664.601,368.59 2,448.21 2,429.04 2,608.19 2,737.40 2,598.10 2,575.33 3,006.39 3,109.12
Depreciation 8.47 13.97 223.40 222.79 222.79 222.79 223.40 222.79 221.57 222.79 223.40 222.79 221.57 222.79 223.40 222.79
Profit Before Tax (11.29)303.61 - - (801.53) (773.10) 342.94 174.09 441.201,145.80 2,226.65 2,206.26 2,384.80 2,514.61 2,376.54 2,352.54 2,783.00 2,886.33
Tax 0.08 36.87 - 58.28 29.59 74.98 194.73 378.42 374.95 405.30 427.36 403.89 399.81 472.97 490.53
Profit After Tax (11.37)266.73 - - (801.53) (773.10) 284.66 144.50 366.22 951.07 1,848.23 1,831.30 1,979.50 2,087.25 1,972.64 1,952.73 2,310.03 2,395.80
AAXIS BANK
122
OICICI Bank SCaBst
i
Markets
Urn/teal

Cash Flow for Construction + 0 aeration Phase till the re•a ment of debt Rs. in Crores
articulars \ During the year
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 202'
- nded 31st March
SOURCES OF FUNDS
Net Profit After Depreciation &
(11.37) 266.73 (801.53) (773.10) 284.66 144.50 366.22 951.071,848.23 1,831.30 1,979.50 2,087.25 1.972.64 1,952.73 2,310.03 2,395.80
Taxes
Depreciation 8.47 13.97 - 222.79 222.79 222.79 223.40 222.79 221.57 222.79 223.40 222.79 221.57 222.79 223.40 222.79
Major Maintenance - - - - - - - - - - - - - - - - -
Inc/(Dec) in CL 453.69 - 881.81 1,555.74 2,460.36 3,845.41 2,610.095,263.12 5,735.30 3,280.61 690.28 461.89 743.53 1,321.78 1,798.39 2,363.63 3,284.18 3.435.78
Equity infusion 965.0C 25.00 510.00 - - - - ,. - - - - - - -
IPO/Sponsor Support - - - 750.00 - - - - - - - - -

Term Debt 199.99 1,675.002,375.00 1,950.00 _, - - - - - - -
Transfer from Debt Service

" 9.68 21.87 65.91 - - 84.48 5.15 - - - 356.07
Reserve -
Total Sources of Funds 1,615.781,980.703,766.814,255.741,882.223,295.103,117.535,640.086,346.794,520.382,760.07 2,515.98 3,030.91 3,636.97 3,992.59 4,539.15 5,817.60 6,410.44
USES OF FUNDS
Inc/(Dec) in CA 304.54 494.091,564.58 935.49 1,540.122,350.581.545.73 3.808.164.385.052.381.64 641.14 191.48 1,039.22 2.054.60 2,313.25 2.858.56 3,804.59 4,642.58
Capital Expenditure 1,303.23 1,296.242,176.55 3,244.27 - - - - - - - - - - - - -
Debt Repayment 7.44 192.55 - 34.77 176.12 505.01 536.56 523.05 310.07 379.62 440.80 144.50 144.50 144.50 960.00 1,266.00 434.50
Repayment of Noida Greater _1
- _ - - 20.67 20.67 20.67 20.67
Noida Expressway
Transfer to Debt Service Reserve - 211.20 32.42 69.12 - - - 5.85 1.54 0.29 184.16 38.57 -
Transfer to Major Maintenance
reserve
Total Uses of Funds 1,607.771,797.773,933.674,179.761,786.082,559.122,119.864,344.734,908.102,691.711,026.62 633.83 1,183.72 2,199.10 2,478.71 4,023.39 5,129.83 5,097.75
NET CHANGES IN CASH BALANCE 8.01 182.93 (166.87) 75.99 96.14 735.98 997.671,295.361,438.691,828.671,733.46 1,882.15 1,847.20 1,437.87 1,513.88 515.75 687.77 1,312.69
Opening Balance of Cash 8.01 190.93 24.07 100.05 196.19 932.161.929.83 3.225.194,663.886.492.55 8,226.01 10.108.16 11.955.36 13,393.2314,907.11 15,422.87 16,110.64
Closing Balance of Cash 8.01 190.93 24.07 100.05 196.19 932.161,929.833,225.194,663.886,492.558,226.0110,108.1611,955.3613,393.2314,907.1115,422.8716,110.6417,423.33
0 AXIS BANK
SC8411a1 123
°/C/C/ Bank Markets
LIrniled

Balance Sheet for Construction + 0 eration Phase till the re•a ment of debt Rs. in Crores
adiculars \ As on 31st
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 202
arch ended
Liabilities:
Equity capital 965.00 990.00 1,500.00 1.500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1.500.00 1.500.00 1,500.00 1.500.00 1.500.00 1,500.00 1,500.00 1,500.00
Equity through IPO/Sponsor
- 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00
Support
Share Premium - - . _, - . - _ . - - - - _ - . - _,
Reserve & Surplus (11.37) 255.36 255.36 255.36 (546.17)(1,319.27)(1,034.61) (890.11) (523.89) 427.18 2,275.41 4,106.72 6,086.22 8,173.4710,146.11 12,098.8414,408.8716,804.67
Major Maintenance
Reserve
Secured Loan 199.99 1,867.55 4,050.00 6,000.00 5,965.23 5,789.12 5.284.10 4,747.54 4,224.50 3,914.43 3,534.80 3,094.00 2,949.50 2,805.00 2,660.50 1,700.50 434.50 0.00
Noida Greater Noida
- . - 310.00 310.00 310.00 310.00 310.00 310.00 310.00 310.00 310.00 310.00 289.33 268.67 248.00 227.33
Expressway
Current Liabilities 453.69 453.69 1,335.50 2.891,24 5,351.60 9.197.01 11,807.10 17,070.21 22,805.5126.086.12 26,776.4027,238.29 27,981.82 29,303.60 31,101.99 33,465.62 36,749.7940.185.58
Total 1,607.31 3,566.60 7,140.86 11,396.60 13,330.66 16,226.86 18,616.59 23,487.65 29,066.12 32,987,73 35,146.6236,999.01 39,577.5442,842.07 46,447.93 49,783.63 54,091.16 59,467.58
Assets:
Capital Work-in -
1,303.23 2,599.47 4,776.02 8,020,29 8,330.29 8,330.29 8,330.29 8.330.29 8,330.29 8,330.29 8,330.29 8,330.29 8,330.29 8.330.29 8.330.29 8,330.29 8.330.29 8,330.29
progress/Project Assets
Less: depreciation 8.47 22.43 22.43 22.43 245.83 468.62 691,40 914.19 1,137.58 1,360.37 1,581.94 1,804.72 2,028.12 2.250.90 2.472.47 2,695.25 2.918.65 3,141.44
Net Project Assets 1,294.77 2,577.04 4,753.58 7,997.86 8,084.46 7,861.67 7,638.89 7,416.10 7,192.71 6,969.92 6,748.36 6,525.57 6,302.17 6,079.39 5,857.82 5,635.04 5,411.64 5,188.85
Current Assets 304.54 798.63 2,363.21 3,298.70 4,838.82 7,189.40 8.735,1312,543.2916,928.34 19,309.9819,951.12 20,142.60 21,181.82 23,236.41 25.549.67 28,408.23 32,212.82 36,855.40
Deposits - - - - 211.20 243.62 312.74 303.06 281.19 215.28 221.13 222.67 138.19 133.04 133.33 317.49 356.07 -
Cash 8.01 190.93 24.07 100.05 196.19 932.16 1,929.83 3,225.19 4,663.88 6,492.55 8,226.01 10,108.16 11.955.36 13,393.2314,907.11 15,422.8716,110.64 17,423.33
Total 1,607.31 3,566.60 7,140.86 11,396.60 13,330.66 16,226.86 18,616.59 23,487.65 29,066.12 32,987.73 35,146.6236,999.01 39,577.54 42,842.07 46,447.93 49,783.63 54,091.16 59,467.58
AXIS BANK
Capital
Bai
SCp 124
OICICI Bank Markets
Limited

Jaypee Infrateach Limited-4

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5E

ICICI Bank 0 AAXIS BANK

5.6.1 Construction Phase Insurance 64

ANNEXURE I - DETAILED TERMS & CONDITIONS 96

ADT Average Daily Traffic

ICICI Bank sal

1.2 Present Proposal

Location Status of Transfer

Some of the key provisions of the CA are -

1.3 Sponsor Overview

1.4 Traffic Analysis

1.5 Project Cost and Funding Structure

1.6 Brief Terms and Conditions of Debt Facility

Description Amount (Rs. in crs.)

execution (Execution Date) of Facility Documents.

a iCiCi Bank sal

III. Guarantees & Undertakings

Jaypee Greens Limited, a company engaged in operating an international standard golf

2.2 Business Strategy

After establishing a satisfactory presence in the development of hydro-power projects as

JAL intends to focus on undertaking medium to large river valley/hydro-power projects on

In view of the Government's encouragement of hydro-power projects to meet the

2.3 Engineering and Construction

Year Project Major Works Completed

Year Project Major Works Completed

2007 Tala hydro-electric project Powerhouse and Steel Liner works

s71 AXIS BANK

1771 AXIS BANK

JAL's ability to provide complete solutions from concept to implementation gives it a

JAL's integration capability has enabled the company to undertake projects on an

Superior Cost Control

Experience 40 years of experience in the E&C business

Vertical Ability to control projects from beginning to end

O/C/C/ Bank si71

2.4 Manufacture and marketing of cement

Manufacturing Facilities Details

A blending unit of 0.6 MMTA capacity. Ordinary Portland cement

Manufacturing Facilities Details

The company is expanding its cement manufacturing capacity in Central, Northern

Summa of o•erational and under im•lementation ca.acit :

2.5 Real Estate development

2.7 Capital Structure & Share Holding Pattern

[86,08,65,055 Equity Shares [Previous Year 86,08,65,055]

2.8 Board of Directors

The composition of the Board of Directors of JAL is as under:

S. No. Name Designation

2.9 Debt Profile

P ICICI Bank s7i 1

The details of FCCB outstandin• as on 28 th Februa 2009 is as under:

2.10 Key Financials

ey Ratio/Indicators 31-Mar-05 31-Mar-06 31 -Mar-07 31 -Ma r-08

2.11 Other Group Companies

2.11.1 Power Generation and Transmission

Jaiprakash Hydro-Power Limited

Jaypee Power Grid Limited

Jaiprakash Power Ventures Limited

1320 MW Thermal Power Plant at Sidhi in Madhya Pradesh

2.11.2 Expressways and Highways

2.11.3 Hospitality & Sports

JPSK Sports Private Limited

Brief financial of group companies are as under:

Jaiprakash Power Ventures Limited

Jaiprakash Hydro Power Ltd.