Jal - Rs. 500 Crs Shelf Im (Final)

PRIVATE AND CONFIDENTIAL
SHELF INFORMATION MEMORANDUM

JAIPRAKASH ASSOCIATES LIMITED
(Formerly Jaypee Cement Limited)
(Originally Incorporated on15th November, 1995 under The Companies Act, 1956 under the name
Bela Cement Limited. Its name was changed to Jaypee Rewa Cement w.e.f 30th Aug 2000 and
then to Jaypee Cement w.e.f 3rd Jan 2002. The company was a wholly owned subsidiary of
erstwhile Jaiprakash Industries Limited. Pursuant to the Scheme of Amalgamation of erstwhile
Jaiprakash Industries, it was merged with Jaypee Cements Limited and the name has been
changed to Jaiprakash Associates Limited w.e.f 11th March 2004.)
Registered Office: 5, Park Road, Hazratganj, Lucknow 226 001 Uttar Pradesh (India)
Head Office: JA House, 63, Basant Lok, Vasant Vihar, New Delhi 110057 (India)
Tel No. 011 - 26141540 / 26147411, Fax No. 011 - 26145389 / 26143591 website: jilindia.com
SHELF INFORMATION MEMORANDUM (SHELF IM) FOR PRIVATE PLACEMENT OF 5000 SECURED
REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS. 10,00,000/- EACH FOR CASH AT PAR
AGGREGATING RS. 500 CRORES
General Risk
Investment in debt instruments involves a degree of risk and investors should invest any funds in the
issue only after reading the risk factors on page no. iii to page no. vi in the Shelf Information
Memorandum carefully. For taking investment decision, investors must rely on their own
examination of the Issuer and the issue including the risk involved. The Securities have not been
recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI
guarantee the accuracy or adequacy of this document.
Issuer’s Absolute Responsibility
The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this
offer document contains all information with regard to the issuer and the issue, which is material in
the context of the issue, that the information contained in the Shelf Information Memorandum is
true and correct in all material aspects and is not misleading in any material respect, that the
opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which make this document as a whole or any of such information or the expression of
any such opinions or intentions misleading in any material respect
Listing
The Debentures of the Company are proposed to be listed on The Stock Exchange, Mumbai. (BSE)
and BSE has given its in principal approval of listing Debentures aggregating Rs. 50 crores on their
exchange vide its letter dated 26th June, 2004. Company shall obtain the approval of the BSE for
the remaining amount of Debentures prior to the opening of the issue and intimate the same to the
investors in the term sheet.
Credit Rating:
Company shall obtain the rating from the rating agencies from time to time and intimate the same
to the investors in the respective term sheet.
DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

UTI Bank Limited Alankit Assignment Limited
111, Maker Tower F, Cuffe Parade, 2 E/8 First Floor,
Mumbai 400 005 Jhandewala Extension,
Phone No. (022) 22162684, 22162815 New Delhi 110055
Fax No. (022) 22162467 Tel No. 011-51540060 - 63
Website: www.utibank.com Fax No. 011-51540064
Email : alankit@alankit.com
Issue Opening Date Issue Closing Date Deemed Date of Allotment

Issue Opening Date, Closing Date and Deemed Date of Allotment of each issue will be
intimated to the investors in the respective term sheet.
i
INDEX
CONTENTS PAGE NO.

DEFINITIONS & ABBREVIATIONS III
RISK FACTORS & PROPOSAL TO ADDRESS THE RISK V
HIGHLIGHTS IX
IMPORTANT NOTICE X
PART I 1
I. GENERAL INFORMATION 1
II. CAPITAL STRUCTURE OF THE COMPANY 4
III TERMS OF ISSUE 7
IV PARTICULARS OF THE ISSUE 14
V ISSUER PROFILE 15
VI INDUSTRY SCENARIO AND ACTIVITIES OF THE ISSUER 36
VII STOCK MARKET DATA 54
VIII MANAGEMENT DISCUSSION & ANANLYSIS OF THE FINANCIAL STATEMENT FOR THE
LAST TWO FINANCIAL YEARS:** 55
IX FINANCIALS OF GROUP COMPANIES PROMOTED BY PROMOTERS 58
X CAPITAL ISSUES MADE DURING LAST THREE YEARS BY THE COMPANY UNDER THE
SAME MANAGEMENT 61
XI BASIS FOR ISSUE PRICE 63
XII OUTSTANDING LITIGATIONS OR DEFAULTS 64
XIII RISK FACTORS AND PROPOSALS TO ADDRESS THE RISK 80
XIV DISCLOSURE ON INVESTOR GRIEVANCES AND REDREESAL SYSTEM : 84
PART II 85
XV GENERAL INFORMATION 85
XVI AUDITORS REPORT & FINANCIAL INFORMATION 87
XVII OTHER PROVISIONS RELATING TO ACCOUNTS OF THE ISSUER COMPANY 98
XVIII STATUTORY AND OTHER INFORMATION 99
XIX RELATED PARTY DISCLOSURE 102
XX OTHER DETAILS 105
XXI MATERIAL CONTRACTS AND INSPECTION OF DOCUMENTS 111
XXII DECLARATION 112
SCHEME OF AMALGAMATION AS APPROVED BY THE HIGH COURT 113
ii
DEFINITIONS/ABBREVIATIONS USED
Act The Companies Act, 1956

BSE The Stock Exchange, Mumbai
CMD Chairman and Managing Director
CDSL Central Depository Services Limited
ED Executive Director
FI Financial Institution
FII Foreign Institutional Investors
NAV Net Asset Value
NPAs Non Performing Assets
NRI(s) Non Resident Individuals
NSDL National Securities Depository Limited
NSE National Stock Exchange.
OTCEI Over The Counter Exchange of India
OCB Overseas Corporate Body
RBI Reserve Bank of India
SEBI Securities and Exchange Board of India
Shelf IM Shelf Information Memorandum
iii
iv
RISK FACTORS
Internal Risk Factors
Risks Related to Construction Contracts
The hydro-power projects involve substantial river bed works (barrage and dams, etc.)
and underground works (tunnels, power houses, etc.) and therefore carry the risks
associated with floods in the river and adverse geological conditions. The law and order
problem may also cause concern depending on the location of the project. Typically,
the bids are made including the expected inflation factor. Thus, the risk of increase in
prices of inputs is, to an extent, mitigated. With over three decades of involvement in
execution of hydro-electric power projects works JAL has imbibed adequate experience
to deal with and manage these risks. Further, stoppage of works due to instructions of
employer or due to reasons beyond the control of the contractor would typically lead to
payment of stoppage charges to the contractor, which would be over and above the
contract prices. The contracts specify the quantum and nature of work to be carried out
by the contractor. Any increase in the scope of work beyond the specifications due to
factors such as geology, would be compensated by the contractors for an additional
consideration.
Contract Payment Risk
In view of the fact that JAL typically takes up large size construction contracts of sizes
over Rs. 500 crores which requires large scale mobilization of man power, machinery and
material, the timely receipt of payments from the client is critical. Generally, the contract
terms involve payment of advance for mobilization while the balance amount is linked to
the physical progress of the project. JAL restricts its interest to those projects, which have
the budgetary outlay / sources of finances tied up (i.e. financial closure achieved), thus,
minimizing the risk of delays in payment. The outstanding receivables of JAL (other than
Iraq project receivables) of JAL vis-à-vis its construction division turnover over the last 3
years have been as under:
(Rs. in crores)
YE 31st March 2002 2003 2004
Gross Revenue 1,599.72 1,766.26 1718.63
Receivables* 178.27 254.82 246.87
Debtors (months) 1.3 1.7 1.7
* excluding Iraq Projects dues.
Implementation of Growth Strategies
In order to take an advantage of the opportunities arising in the infrastructure sector, JAL
has embarked on a multi-pronged growth strategy, which includes inter-alia:
Setting up hydro-electric power projects on Build-Own-Operate basis;
Increasing the manufacturing capacities of the cement units;
Entering the field of civil construction of railway tracks.
JAL has successfully demonstrated its expertise in the field of civil engineering and
construction of river valley and hydro-electric power projects. As an extension of the
v
same, it has taken up development of its own power projects having regard to existing
demand-supply and source-wise power generation imbalances in the country. JAL has
experienced manpower in this specialized field with requisite expertise in implementing
such projects. It has already successfully implemented the 3x100 MW Baspa-II hydro-
electric project in Himachal Pradesh in spite of various difficulties including a difficult
terrain and interruptions like the flash floods, at a competitive cost. It has already
achieved substantial progress in respect of implementation of its 400 MW Vishnuprayag
Hydro-electric project with the entire debt component tied up and commissioning
expected within the envisaged time frame. The success in implementation of these
projects is on account of JAL’s vast experience and in-house capabilities in the design
and engineering of hydel projects, commitment shown by JAL by way of bringing in its
envisaged equity contribution in a timely manner for the above projects and the
confidence placed in its abilities by the lending community.
The cement division is undergoing a capacity expansion, which will take its capacity to 7
million TPA. The expansion includes upgradation of the facilities at its existing units and
setting up of 1 million TPA grinding unit at Tanda in UP. The funds required for the program
have already been tied-up and the scheme expected to be completed by September
2004.
The program for the setting up two captive power units for the cement division has also
achieved substantial progress and fund requirements for the same have already been
tied-up. The 25 MW unit at Jaypee Puram started trial run from Nov. 2003 and fully
stabilised production from May 2004 and second 25 MW coal based captive thermal
plant is scheduled for commissioning in September 2004.
Subsidiary Investments
JAL’s investments include its holding Jaypee Hotels Ltd. (JHL) and Special Purpose
Vehicles (SPVs) formed for implementation and operation of 300 MW Baspa-II and 400
MW Vishnuprayag Hydro-electric projects.
JHL's operations have been profitable and Baspa-II Hydro-electric project has already
achieved successful commencement of commercial operations. The Vishnuprayag
Hydro-electric project is also in an advanced stage of implementation and is expected
to be commissioned within the envisaged time frame i.e. by December, 2006. Both the
projects are competitive in terms of capital cost per MW of installed capacity and firm
power purchase agreements with minimum guaranteed returns on equity are already in
place. In order to further enhance the competitiveness of tariff, JHPL has embarked on
debt swapping program to reduce the interest cost in respect of Baspa-II project by
taking advantage of present low interest scenario and substantially improved risk
perception of the project.
The gap between the demand and supply of power is expected to continue in the
northern region for many more years, which will ensure adequate off-take of power from
these units, thus providing steady returns to JAL in the form of dividends.
Litigation against the Company and group Companies
Litigation against the company and the group companies alongwith the management
perception to mitigate the same is given in Clause XII titled as "Outstanding Litigation or
Default" herein below.
vi
External Risk Factors
General Economic Conditions
The Indian Economy is expected to grow at over 6% p.a. in the medium term. The growth
is envisaged to be driven by investments in infrastructure, aimed at de-bottlenecking the
Transportation sector and achievement of sufficient and quality power at economical

prices. The housing sector in the urban and semi-urban areas has also received an
impetus. Having recognized these areas as growth drivers, Government has provided
various incentives to the players and participants in these areas. Increasing economic
activity and population is expected to increase both, per capita and aggregate, power
and cement consumption. These factors are expected to positively impact the prospects
of hydel power projects and the demand for cement, which are the thrust areas for JAL.
Risk related to rising competition
Over the years JAL’s construction division has emerged as a leader in the field of civil
engineering and construction of hydro-electric power / river valley projects in the
country. The other engineering companies involved in this sector in India are HCC Ltd.,
L& T (ECC), Continental Construction Ltd. and Gammon India Ltd. JAL enjoys CR1, the
highest contractor grading awarded by ICRA and is also placed favorably in terms of
profit margins owing to its entrenched position, focus on large size contracts (typically
with a size of over Rs. 500 crores), in-house design and engineering expertise, and the
track record of timely and successful execution of contracts. JAL also compares
favorably with other major construction firms in the country with a substantial order book
to turnover ratio. In view of the above, JAL expects to retain the major slice of the market
share even in respect of the hydro-power construction contracts to be awarded in
future.
With the existing demand-supply gap, both in terms of peak deficit as well as aggregate
energy deficit, significant capacity addition is planned in the generation sector. With a
need to correct the present hydel: thermal capacity ratio from 25:75 to 40:60 and long-
term economic attractiveness of hydel projects, JAL can be expected to bag more
construction contracts and keep its order book flowing.
Generally the civil works, electro-mechanical works and specialized works in respect of
the construction projects are covered by separate packages. However, in order to
minimize the delays resulting from interface problems between various agencies, the
construction contracts in many cases are now being awarded as a single consolidated
Engineering, Procurement & Construction (EPC) package. This necessitates formation of
consortia of various parties specializing in execution of different components. In view of
the same, JAL, whenever deemed necessary submits its bid as a consortium partner
along with other national and international players like SNC / Acres INC., SNC Lavalin /
Acres Transnational, GE Canada, Voith Seimens Hydro Kraftwerkstechnik GmBH & Co.
KG. etc.
The cement division comprises of over 30% of the installed cement manufacturing
capacity in the Satna Cluster, which is its natural marketing zone. JAL expects a likely
shortfall in production of cement in the Satna cluster, which would favorably impact the
cement division prospects. The setting up of the captive power units for its cement plants
in addition to steps taken by it to reduce the power consumption of the units will further
vii
improve its competitiveness by lowering its power cost, which is one of the key
inputs. The increase in the cement manufacturing capacity to 7 MTPA by
debottlenecking would further improve the cement division's profitability.
The Government of India has taken initiative for development of huge power generation
capacity in ensuing 5 years plans with special emphasis on hydro power project
development in order to correct the Hydro Thermal Mix from 25:75 to 40:60. The segment
of hydro power E & C business become very eluring. This will lead to more and more
players coming into the business which will increase competition, changes in policies for
awarding all major EPC Contracts to ICB route would enhance, competition on global
level. Such increased competition may result into reduced margins.
JAL presently being well equipped including having MOU for consortium bidding would
enable it to take such competition and the rising competition should not make a dent on
JAL's profit and turnover.
viii
HIGHLIGHTS OF THE COMPANY
Jaiprakash Associates Ltd. (JAL) is the Flagship Company of the Jaiprakash Group,
one of the most respected corporate houses in Northern India.
The merger of Jaiprakash Industries Ltd. (JIL) with Jaypee Cement Ltd. (JCL) is driven
by numerous benefits to the merged entity viz. Jaiprakash Associates Ltd. (JAL),
including internationally comparable size of operations for larger contract
procurement, lower incidence of sales tax in respect of inter-company purchases
besides the tax shield offered by the past accumulated losses of JCL (now JAL).
JAL is a prominent cement producer in the Satna Cluster of Central-North Region of

the Country. The cement division located in Madhya Pradesh, which prides of being
the largest single location cement manufacturing complex
The Construction Division has entrenched itself as the market leader in the specialized
field of hydro-power / river valley projects execution, over the three-decade period it
has been active in this field.
Erstwhile JIL has been awarded CR 1 i.e. highest contractor grading by ICRA, which is
indicative of Company’s project execution strengths.
ix
IMPORTANT NOTICE
No part of this document is intended for the use of any recipient located outside India or
any recipient who is not resident in India. This document is also not intended for the use
of Non-Resident Indians ('NRIs') (except on non repatriation basis as stated elsewhere),
Overseas Corporate Bodies ('OCBs') or Foreign Institutional Investors ('FIIs')
This issue by Jaiprakash Associates Ltd. (the "Issuer"), of Secured Redeemable Non-
Convertible Debentures ("Debentures") is being made strictly on a private placement
basis. It is not and should not be deemed to constitute an offer to the public in general or
any section or class thereof. This Memorandum ("Shelf Information Memorandum" or “IM")
is neither a prospectus nor a statement in lieu of prospectus. It cannot be acted upon by
any person other than to whom it has been specifically addressed, neither can this
document be circulated, reproduced or redistributed in any form whatsoever.
This Shelf Information Memorandum is not intended to provide the sole basis of any credit
decision or other evaluation and should not be considered as a recommendation that
any recipients of this Shelf Information Memorandum should invest in the Debentures
proposed to be issued by Issuer. Each potential investor should make its own
independent assessment of the investment merit of the Debentures and the Issuer.
This Shelf Information Memorandum is made available to potential Debentures investors

on the strict understanding that it is confidential. Recipients shall not be entitled to use
any of the information otherwise than for the purpose of deciding whether or not to
invest in the Debentures.
No person including any employee of the Issuer has been authorised to give any
information or to make any representation not contained in this Shelf Information
Memorandum. Any information or representation not contained herein must not be
relied upon as having being authorised by or on behalf of the Issuer. Neither the delivery
of this Shelf Information Memorandum at any time nor any statement made in
connection with the offering of the Debentures shall under the circumstances imply that
any information/representation contained herein is correct at any time subsequent to
the date of this Shelf Information Memorandum.
The distribution of this Shelf Information Memorandum and the offering of the Debentures
in certain jurisdictions may be restricted by law. Persons into whose possession this Shelf
Information Memorandum comes are required by the Issuer to inform themselves about,
and observe any such restrictions.
x
PART I
I. GENERAL INFORMATION
Shelf Information Memorandum for Private Placement of Secured Redeemable Non-

Convertible Debentures of Rs. 10,00,000/- each for cash at par aggregating Rs. 500
crores.
JAIPRAKASH ASSOCIATES LIMITED (formerly known as Jaypee Cement Limited)

(Originally Incorporated on15th November, 1995 under The Companies Act, 1956 under
the name Bela Cement Limited. Its name was changed to Jaypee Rewa Cement w.e.f
30th Aug 2000 and then to Jaypee Cement Limited w.e.f 3rd Jan 2002. The company
was a wholly owned subsidiary of erstwhile Jaiprakash Industries Limited. Pursuant to the
Scheme of Amalgamation of erstwhile Jaiprakash Industries Limited, it was merged with
Jaypee Cements Limited and the name has been changed to Jaiprakash Associates
Limited w.e.f 11th March 2004.)
Registered Office: 5, Park Road, Hazratganj, Lucknow 226 001 Uttar Pradesh (India)
Head Office: JA House, 63, Basant Lok, Vasant Vihar, New Delhi 110057 (India)
Tel No. 011 - 26141540 / 26147411, Fax No. 011 - 26145389 / 26143591
website: jilindia.com
Authority for Present Issue

Board of Directors of the Company has passed a resolution to raise the fund aggregating
Rs. 500 crores by issuing Privately Placed Secured Redeemable Non-Convertible
Debenture under the Shelf Information Memorandum vide its Board Meeting dated 7th
June, 2004.
Stock Exchange Disclaimer Clause

It is to be distinctly understood that the submission of the Shelf Information
Memorandum to the Stock Exchange should not in any way be deemed or construed
that the Shelf Information Memorandum has been cleared or approved by Exchange.
Stock Exchange does not take any responsibility either for the financial or other
soundness of this Issuer, or the achievement of the object for which placement is
proposed to be made or for the correctness of the statement made or opinions
expressed in the Shelf Information Memorandum.
General Disclaimer
The issuer accepts no responsibility for statements made otherwise than in the Shelf
Information Memorandum or in the advertisement or any other material issued by or at
the instance for the issuer and that anyone placing reliance on any other source of
information would be doing so at his own risk.
Listing
The Debentures of the Company are proposed to be listed on The Stock Exchange,
Mumbai. (BSE) and BSE has given its in principal approval of listing Debentures
aggregating Rs. 50 crores on their exchange vide its letter dated 26th June, 2004.
Company shall obtain the approval of the BSE for the remaining amount of Debentures
prior to the opening of the issue and intimate the same to the investors in the term sheet.
1
Impersonation
Any person who-
a) makes in a fictitious name an application to a company of acquiring, or subscribing
for any Securities therein, or
b) otherwise induces a company to allot or register any transferor of Securities therein to
him, or any other person in a fictitious name shall be punishable under the extant
laws.
Minimum Subscription
Pursuant to the notification no. SEBI/MRD/SE/AT/46/2003 dated 22nd December 2003
issued by SEBI minimum subscription clause is not applicable to the privately placed debt
securities.
Issue of Letter of Allotment/ Allotment Advice and Debenture Certificates
The Issuer will execute and despatch Letters of Allotment/ Allotment advice in favour of
the allottees or Refund Letter along with refund amount, not later than 45 days after the
Deemed Date of Allotment. After completion of all legal formalities, the Issuer will issue
the Debentures certificate(s) / credit the DP account of the allottees against surrender of
the letter(s) of allotment within three month(s) of the Deemed Date of Allotment, or such
extended period subject to obtaining the approvals, if any. Interest at the applicable
coupon rate will be paid via interest warrants on the application money to the
applicants for the relevant option applied. Such interest will be paid for the period
commencing from the date of realisation of the cheque(s) / demand drafts (s) up to but
excluding the Deemed Date of Allotment. The interest warrants for interest payable on
application money will be dispatched by Registered Post/ Courier the next working day
after the Deemed Date of Allotment. Investor may also advise the Company to credit
the interest through ECS directly into their Bank Account. The letters of allotment/
allotment advice/refund orders, as the case may be, will be sent by Registered Post/
Courier /Hand Delivery within 45 days from the Deemed Date of Allotment to the first/sole
applicant, at the sole risk of the applicant. The payment will be subject to deduction of
tax at source at the rates prescribed under the provisions of the Income Tax Act, 1961 or
any other statutory modification or re-enactment thereof.
Issue Schedule
Issue Opening Date Issue Closing Date Deemed Date of Allotment
Issue Opening Date, Closing Date and Deemed Date of Allotment of each issue will be intimated to the
investors in the respective term sheet.
The issuer reserves the right to close the issue earlier from the aforesaid date or change
the issue time table including the Deemed Date of Allotment at its sole discretion, without
giving any reasons or prior notice.
Names and Addresses of Auditors, Registrars, Debenture Trustees
Statutory Auditors Registrars to the issue Debenture Trustees

M.P. Singh & Associates Alankit Assignment Limited UTI Bank Limited
Chartered Accountants 2 E/8 First Floor, 111, Maker Tower F, Cuffe Parade,
Address : B-8/14, Vasant Jhandewala Extension, Mumbai 400 005
Vihar, New Delhi 110057 New Delhi 110055 Phone No. (022) 22162684,
Tel No. : 011-26146892 Tel No. 011-51540060 - 63 22162815 Fax No. (022) 22162467
Fax No.:011-26148150 Fax No. 011-51540064 Email: pawan.bansal@utibank.co.in
Email: ravinagpal@vsnl.net Email: alankit@alankit.com
2
Credit Rating
a. Company shall obtain the rating from the rating agencies from time to time and
intimate the same to the investors in the respective term sheet.
b. Company has not obtained any credit rating in the last three years and this is
being the first credit rating obtained by the Company.
Compliance Officer:
Shri H. K. Vaid
President (Corporate) & Company Secretary
JA House, 63, Basant Lok,
Vasant Vihar,
New Delhi 110057
Tel No.: 011- 26141794
Fax No.:011-26145389
Email: harish.vaid@jil.co.in
The Investor may contact the compliance officer in case of any pre-issue / post-issue
related problems such as non-receipt of letters of allotment / debenture certificates /
refund orders.
3
II. CAPITAL STRUCTURE OF THE COMPANY
Equity Shares Capital of the Company as on i.e. 30th June, 2004.
Amount
(Rs. Crs.)
A. Authorised Capital
98,00,00,000 equity Shares of Rs. 10 each 980.00
B. Issued Subscribed and Paid-up Capital

17,62,16,981 Equity Shares of Rs. 10 each 176.22
C. Paid Up Capital after the present issue

17,62,16,981 Equity Shares of Rs. 10 each 176.22
D. Share Premium Account (before and after issue) 254.81
Consequent to the amalgamation of Jaiprakash Industries Limited with Jaypee Cement

Limited and merged entity name changed to Jaiprakash Associates Limited (formerly
Jaypee Cement Limited), the entire pre arrangement equity capital of Rs. 418 crores
held by the Jaiprakash Industries Limited in Jaypee Cements Limited get cancelled. The
Company has allotted 17,62,16,981 Equity Shares in the ratio of 1:1 to the shareholders of
erstwhile Jaiprakash Industries Limited pursuant to its scheme of amalgamation with the
Company. The subscribed equity capital of the company after giving effect to the
above Scheme is Rs.176.22 crores divided into 17,62,16,981 Equity Shares of Rs.10/- each
fully paid-up.
Details regarding Shareholders
Top Ten Shareholders as on 30th June, 2004.
Sr. No. Name of the Shareholder Shares Held % Stake

(Number) In Total
1 Jaypee Venture Limited 47432830 26.92
2 GMO Emerging Market Fund 14635020 8.31
3 Jaiprakash Enterprises Limited 11724262 6.65
4 Merrill Lynch Capital Markets Espana S.A. SVB 4693921 2.66
5 Arisaig Partners (Asia) PTE Limited A/c Arisaig 4000000 2.27
Fund Limited
6 H B Stockholdings Limited 2932135 1.66
7 Har Sai Investments Limited 2240267 1.27
8 Matchless Investments Limited 1920000 1.09
9 UBS AG A/C Long – Term India Investment Fund 1829784 1.04
Limited
10 Credit Capital Investment Trust Company 1687081 0.96
Limited – A/c Taurus Mutual Fund Taurus The
Starshares
Total 93095300 52.83
4
Top Ten Shareholders two years prior to 30th June, 2004. i.e 30th June, 2002.
Sr. Name of the Shareholder Shares Held % Stake

No. (Number) In Total
1 Erstwhile Jaiprakash Industries Limited (100% 418000000 100.00
Subsidiary) alongwith its nominee
Total 418000000 100.00
Top Ten Shareholders ten days prior to 30th June, 2004. i.e 20th June, 2004.
Sr. No. Name of the Shareholder Shares Held % Stake

(Number) In Total
2 GMO Emerging Market Fund 14372219 8.16
4 Merrill Lynch Capital Markets Espana S.A. SVB 5185023 2.94
5 Arisaig Partners (Asia) PTE Limited A/c Arisaig 4000000 2.27
Fund Limited
6 H B Stockholdings Limited 2920675 1.66
7 Prudential ICICI Trust Limited A/C Prudential ICICI 2479763 1.41
Mutual Fund – Power
8 Har Sai Investments Limited 2240267 1.27
9 Matchless Investments Limited 1920000 1.09
10 UBS AG A/C Long – Term India Investment Fund 1829784 1.04
Limited
Total 94104823 53.41
Details regarding Shareholding of Promoters Group and Directors of the promoters
The Company was originally promoted by the erstwhile Jaiprakash Industries Limited
which in turns was promoted by Shri Jaiprakash Gaur and his associates. Since the
erstwhile, Jaiprakash Industries Limited has now been amalgamated with the Company,
its promoters have been taken as the promoters of the Company.
Aggregate shareholding of the Promoters Group as on 30th June, 2004 is given below:
Sr. Promoter/Promoter Group Shares held % Stake
No. (Number) In Total
1 Shri Jaiprakash Gaur, Shri Manoj Gaur and their 2943198 1.67
families
2 Shri Nanak Chand Sharma, Shri Sunil Kumar 2166626 1.23
Sharma and their families
3 Shri S. K. Jain and his family 3018366 1.71
4 Shri Raj Kumar Singh and his family 2585256 1.47
5 Smt. Kumud Jain and her family 2609777 1.48
6 Shri S. P. Joshi and his family 1601125 0.91
7 Shri G. P. Gaur and his family 1712700 0.97
10 Others 4531061 2.57
5
TOTAL 80325201 45.58
Details of shares traded by the Promoter Group and its Director and maximum and
minimum price at which purchases and sales were made along with the relevant dates,
if any.
Pursuant to the Scheme of Amalagamtion of erstwhile Jaiprakash Industries Limited, with

Jaypee Cements Limited the name has been changed to Jaiprakash Associates Limited
w.e.f 11th March 2004. On Amalgamation of Jaiprakash Industries Limited with Jaypee
Cement Limited, 17,62,16,981 shares of Jaiprakash Associates Limited were allotted to the
shareholders of erstwhile Jaiprakash Industries Limited in the ratio of 1:1 on 8th April, 2004.
However, trading of the Shares of the Merged Entity i.e. Jaiprakash Associates Limited
commenced on the Stock Exchanges w.e.f 14th June, 2004. Details regarding share
trading by the promoters of the Company is given herein subsequent to 14th June, 2004.
Name No. of Maximum Minimum No. of Maximu Minimum

shares Price at price at shares m price price at
purchase which which sold at which which sold
d during purchase purchase during last sold with with date
last six d with d with six months date
months date date
Mr. Rajinder - - - 17,000 on - -
Singh 23/06/04
Mrs. Rekha - - - 100 on - -
Dixit 30/06/04
Mr. P. V. 1250 on - - 2000 on - -
Vora 25/06/04 30/06/04
6
III TERMS OF ISSUE
Terms of the Issue
Terms and Conditions of each issue will be as per the term sheet of the respective issue,
which will be filed with the BSE as an addendum to this Shelf Information Memorandum.
Record Date
The Record Date will be 7 calendar days prior to each interest payment/ principal
payment date.
Payment of Interest
Interest payments will be made by way of interest warrants(s)/cheque(s) which will be
delivered to the debenture-holders one day prior to the due date either by hand
delivery or by registered post. Investor may also advised the Company to credit the
interest through ECS directly into their Bank Account The interest will be payable to the
registered Debenture-holders and in case of joint holders, to the one whose name stands
first in the List of Beneficial owners given by the Depository.
Place and Currency of Payment

The Debentures are being issued by Jaiprakash Associates Limited in India. All obligations
under these Debentures are payable solely by the Issuer in Indian Rupees only.
Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or
re-enactment thereof will be deducted at source on the debentures. Tax exemption
certificate / document / form, under Section 193 of the Income Tax Act, 1961, if any,
must be lodged at the Registered Office, at least thirty days before the relevant interest
payment becoming due.
Issue Of Debentures in Dematerialised Form

The Company has made depository arrangements with NSDL/CDSL for the Debentures.
The investors will have the option to hold the debentures in dematerialised form and deal
with the same as per the provisions of Depositories Act, 1996/ Rules as notified by
NSDL/CDSL from time to time.
Investors desirous of receiving debenture certificate in the dematerialised form should

mention their Depository Participant's name, DP-ID and beneficiary account number in
the appropriate place in the application form. Debentures allotted to successful
allottee(s) having depository account shall be credited to their depository account
against surrender of letter of allotment.
In case of incorrect details provided by the investors and inability of the Registrar to
credit the Depository Account the debentures will be issued in physical form to such
investors.
Issue of Letter of Allotment/ Allotment Advice and Debenture Certificates

The Issuer will execute and despatch Letters of Allotment/ Allotment advice in favour of
the allottees, not later than 45 days after the Deemed Date of Allotment. After
completion of all legal formalities, the Issuer will issue the Debentures certificate(s) /
credit the DP account of the allottee against surrender of the letter(s) of allotment within
7
three month(s) of the Deemed Date of Allotment, or such extended period subject to
obtaining the approvals, if any. Interest at applicable coupon rate will be paid via
interest warrants on the application money to the applicants for the relevant option
applied. Such interest will be paid for the period commencing from the date of
realisation of the cheque(s) / demand drafts (s) up to but excluding the Deemed Date of
Allotment.
Right to Re-purchase and Re-issue the Debentures

This would be as per the prevailing guidelines/regulations of Reserve Bank of India and
other statutes.
Eligible Holders and Mode of Transfer

The Issuer will not register any transfers of the Debentures to any NRIs (except on non-
repatriation basis), OCBs, FIIs, or any persons not resident in India, unless appropriate
regulatory approvals are obtained. The Issuer shall not be duty bound to take interest or
trust in or over the Debentures.
The title to the Debentures shall pass by execution of duly stamped transfer deed(s)
accompanied by the Debentures certificate(s)/Letter of allotments(s) together with
necessary supporting documents. The transferee(s) should deliver the Debenture
certificates to the Issuer for registration of transfer in the Register of Debenture holders at
the Registered Office. The Issuer on being satisfied will register the transfer of such
Debentures in its Register of Debenture holders. The person whose name is recorded in
the Register of Debenture holders shall be deemed to be the owner of the Debentures.
Request for registration of transfer, along with the necessary documents, and all other
communications, requests, queries and clarifications with respect to the Debentures
should be addressed to and sent to the Registered Office.
The request from Registered Debenture holder(s) for splitting/consolidation of Debenture

certificates will be accepted by the Issuer only if the original Debentures certificate(s)
is/are enclosed along with an acceptable letter of request.
No requests for splits below the Market Lot will be entertained.
Transfer of debentures in dematerialised form would be in accordance to the rules

/procedures as prescribed by NSDL/CDSL.
Succession
In the event of demise of a Registered Debenture holder of the Debentures, or the first
holder in the case of joint holders, the Issuer will recognize the executor or administrator
of the demised Debenture holder or the holder of succession certificate or other legal
representative of the demised Debenture holder as the Registered Debentures holder of
such Registered Holder’s Debentures if such a person obtains probate or letter of
administration or is the holder of succession certificate or other legal representation, as
the case may be, from a Court of India having jurisdiction over the matter and delivers a
copy of the same to the Issuer. The Issuer may in its absolute discretion, where it thinks fit,
dispense with the production of the probate or letter of administration or succession
certificate or other legal representation, in order to recognize such holder as being
entitled to the Debentures standing in the name of the demised debentures holder on
production of sufficient documentary proof or indemnity. In case the debentures are
held by person other than individual, the rights in the debentures shall vest with the
8
successor acquiring interest therein, including liquidator or such any person appointed as
per the applicable laws.
Issue of Duplicate Debenture Certificates

If any Debenture certificate(s) issued in physical form is/are mutilated or defaced, then,
upon production of such certificates at the Registered Office, the same will be cancelled
and a new certificate issued in lieu thereof. If any Debenture certificate is lost, stolen or
destroyed then, upon production of proof thereof to the satisfaction of the Issuer and
upon furnishing such indemnity as the Issuer may deem adequate and upon payment of
any expenses incurred by the Issuer in connection thereof, new certificate(s) shall be
issued. A fee will be charged by the Issuer on each fresh Debenture certificate issued
hereunder.
Modifications of Rights
The rights, privileges, terms and conditions attached to all Debentures may be varied,
modified or abrogated with the consent, in writing, of those holders of the Debentures
who hold at least three-fourths of the outstanding amount of Debentures or with the
sanction accorded pursuant to a resolution passed at a meeting of the
Debentureholders, carried by a majority consisting of not less than three-fourths of the
persons voting there upon a show of hands or, if a poll is demanded by a majority
representing not less than three-fourths in value of the votes cast on such poll, provided
that nothing in such consent or resolution shall be operative against the Issuer if the same
are not accepted in writing by the Issuer.
Notices
The notices, communications and writings to the Debentureholder(s) required to be
given by the Issuer shall be deemed to have been given if sent by Registered Post to the
Registered Debentureholder(s) at the address of the Debentureholder(s) registered with
the Registered Office.
All notices, communications and writings to be given by the Debentureholder(s) shall be

sent by Registered Post or by hand delivery to the Issuer at Registered Office or to such
persons at such address as may be notified by the Issuer from time to time and shall be
deemed to have been received on actual receipt.
Application for the Debentures
♦ How to Apply
Applications for the Debentures must be made in the prescribed Debenture
Application Form and must be completed in block letters in English by investors.
Debentures Application forms must be accompanied by either a demand draft
or cheque drawn or made payable in favour of " Jaiprakash Associates Limited”.
The full amount of the face value of the Debentures applied for under any series
has to be paid along with the delivery of the fully completed and executed
Debenture Application Form together with other applicable documents
described below.
Cheques / demand drafts may be drawn on any bank which is situated and is a
member or sub-member of the Banker’s Clearing House located at Mumbai,
Calcutta, Chennai, or New Delhi. Investors in centres which do not have any
bank which is a member or sub-member of the Banker’s Clearing House located
9
at the above mentioned centres will be required to make payments only through
demand drafts payable at Mumbai.
The issuer assumes no responsibility for any applications / cheques / demand

drafts lost in mail or transit.
♦ Who can apply

Only investors who have been addressed through a communication directly are
eligible to apply. Furthermore, NRIs (except on non-repatriation basis), OCBs, FIIs
and minors are not eligible to apply for the Debentures.
♦ Application by Banks/Corporate Bodies / Mutual Funds / FIs / Trusts/Statutory

Corporations / NRI (non-repatriation basis).
The applications must be accompanied by certified true copies of (i)
Memorandum and Articles of Association Constitution / Bye-laws / Trust Deed, (ii)
Resolution authorizing investment and containing operating instructions, (iii)
Specimen signatures of authorized signatories, (iv) Necessary form for claiming
exemption from deduction of tax at source on interest on application money.
Application made by Asset Management Company or custodian of Mutual Fund
shall clearly indicate the name of the concerned scheme for which application is
being made.
♦ Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the
case may be along with the names and specimen signatures of all authorised
signatories must be lodged along with the submission of the completed
Debenture Application form. Further modifications/additions in the power of
attorney or authority should be delivered to the Issuer at Registered Office.
♦ Interest on Application Money

Interest will be paid via interest warrants on the application money to the
applicants of a Series at its respective coupon rate specified in the respective
Term Sheet. Such interest will be paid for the period commencing from the date
of realisation of the cheque(s) / demand drafts (s) up to but excluding the
Deemed Date of Allotment. The interest warrants for interest payable on
application money will be despatched by Registered Post/ Courier the next
working day after the Deemed Date of Allotment. The letters of allotment/
allotment advice/refund orders, as the case may be, will be sent by Registered
Post/ Courier /Hand Delivery within 30 days from the Deemed Date of Allotment
to the first/sole applicant, at the sole risk of the applicant. The payment will be
subject to deduction of tax at source at the rates prescribed under the provisions
of the Income Tax Act, 1961 or any other statutory modification or re-enactment
thereof.
Tax exemption certificates, if applicable, in respect of non-deduction of tax on

interest on application money must be submitted along with the Debentures
Application Form. It is clarified that interest shall not be paid on invalid and
incomplete applications.
♦ Basis of Allotment
The Issuer has sole and absolute right to allot the Debentures to any applicant.
10
♦ Right to Accept or Reject Applications

The Issuer is entitled at its sole and absolute discretion to accept or reject any
application, in part or in full, without assigning any reason. Debenture Application
Forms that are not complete in all respects may be rejected at the sole and
absolute discretion of the Issuer.
♦ Future Resource Mobilisation

The Issuer shall be entitled, from time to time, to make further issue of Debentures,
other debt securities (whether senior, pari passu or junior to the Debentures) and
other instruments and securities to any person or persons including to the public
or a section of the public and / or members of the Issuer and / or to raise further
equity / preference shares, loans, advances and / or avail further financial and /
or guarantee facilities from financial institutions, banks and / or any other person
(s) without any further approval from or notice to the Debenture
holders/Debenture Trustees.
However, until the Debentures are fully redeemed, the Company shall not create
any mortgage or charge on the assets offered as security for the Debentures
without the consent of the Trustees.
♦ Governing Laws and Jurisdiction

The Debentures are governed by and will be construed in accordance with the
Indian Law. The Issuer, the Debentures and Issuer’s obligations under the
Debentures shall, at all times, be subject to the directions of the Reserve Bank of
India and Securities & Exchange Board of India. The Debenture holders, by
purchasing the Debentures, agree that the Delhi High Court shall have exclusive
jurisdiction with respect to matters relating to the Debentures.
However Investors and the Issuer can also refer to the Arbitrators as per the
governing law in Delhi in case of any dispute in the terms and conditions of the
issue.
♦ Despatch of Refund Orders

The Company shall ensure despatch of refund orders of value over Rs. 1500/- and
Debenture certificates by Registered Post/Hand Delivery only and adequate
funds for the purpose shall be made available to the Registrars by the Issuer
Company.
Undertaking by the Issuer Company:
a. The complaints received in respect of any issue of Debentures pursuant to this

IM shall be attended to by the issuer company expeditiously and satisfactorily
b. All steps for completion of the necessary formalities for listing and
commencement of trading at all stock exchange where the securities are to
be listed are taken within 7 working days of finalization of basis of allotment.
c. Necessary co-operation with the credit rating agency shall be extended in
providing true and adequate information till the debt obligations in respect of
the instrument are outstanding.
d. The Company shall disclose the complete name and address of the
debenture trustee in the annual report.
11
e. The Company shall provide a compliance certificate to the debenture

Trustees (on yearly basis) in respect of compliance with the terms and
conditions of issue of debentures.
f. The company shall forward the details of utilization of the funds raised through
the debentures duly certified by the statutory auditors of the company, to the
debenture trustees at the end of each half-year.
g. The Company shall furnish a confirmation certificate that the security created
by the Company in favour of the Debenture Holders is properly maintained
and is adequate enough to meet the payment obligation towards the
Debenture Holders in the event of default.
Special Tax benefits
♦ To the Issuer
There is no additional benefit arising to the Issuer under the Income Tax Act 1961 by issue
of Unsecured Redeemable Non Convertible Debentures.
♦ To the Debentureholders of the Issuer

(1) Under Income Tax Act, 1961
(a) To Resident Indian Debentureholders :
(i) Tax Deduction at Source
Tax will be deducted at Source as per the applicable rates, however no tax will
be deducted at source from interest payable on Debentures in the following
cases :
Where the Debentureholder (not being a company or a firm) submits a

declaration (wherever applicable) in the prescribed form and verified in
the prescribed manner.
Where on application by any Debentureholder, the Assessing Officer issues

a certificate that the total income of the Debentureholder justified no
deduction as per the provisions of section 197(1) of the Income Tax Act.
(ii) Capital Gains
The difference between the sale price on transfer and the cost of acquisition
of the Debenture held by a Debentureholder as a capital asset, will be treated
as long term capital gain/loss in the hands of the investor, provided that such
Debenture was held for a continuous period of more than thirty six months. It
may be noted that the Debentures under consideration, being debt
instruments, will not have the benefit of cost indexation. Such long-term
capital gain shall suffer income tax at 20% (plus applicable surcharge)
Investors who wish to avail of the exemption from tax on capital gains on
transfer of capital asset as provided in sections 54EC or 54F, may do so subject
to the conditions as prescribed in those sections. Moreover, Debentureholders
are advised to consult their tax advisors in this matter
(b) To Other Eligible Institutions
12
Mutual fund registered under the SEBI Act or regulations made thereunder or such
other mutual fund set up by a public sector bank or a public financial institution or
authorised by the Reserve Bank of India and notified by the Central Government
will, subject to the provisions of Chapter XII-E be exempt from income tax on
all its income, including income from investments in Debentures under the
provisions of section 10(23D) of the Income Tax Act
(2) Under Wealth Tax Act, 1957
Total exemption from wealth tax will be available on investment in Debentures
Note:
This is a summary only and not complete analysis or listing of all potential tax
consequences of the purpose, ownership and disposal of the Debentures. The
statements made above are based on the laws in force and as interpreted by the
relevant taxation authorities as of date. Investors are advised to consult their tax
advisors with respect to tax consequences of their holdings based on their
residential status and the relevant double taxation conventions.
13
IV PARTICULARS OF THE ISSUE
Objects of the Borrowing
The amount to be raised by way of issuance of Debentures will be intimated to the

investors in the term sheet of the respective issue. The amount to be raised by issue of
Debentures is proposed to be utilised for prepaying the existing high cost debt of the
Company, normal capital expenditure and general coporate purposes.
Authority for the Present Offer

June, 2004.
Appraisal Note on the project
Since the funds are not proposed to be utilized for any specific project, appraisal note on
the project is not reproduced herein.
14
V ISSUER PROFILE
♦ History, Main Object and Present business of the Company
Jaiprakash Associates Ltd. (JAL) is the Flagship Company of the Jaiprakash Group, one
of the most respected corporate houses in Northern India. The Group, promoted by Shri.
Jaiprakash Gaur and his associates, has diverse interests in the areas of civil engineering,
design & construction for hydro-power and river valley projects, development of private
hydro-power projects, cement manufacturing, hospitality business, development and
management of golf resorts, information technology and educational institutes. The
other companies / associate concerns in the Group include Jaypee Hotels Ltd.,
Jaiprakash Hydro-Power Ltd., Jaiprakash Power Ventures Ltd., Jaypee Ventures Ltd.,
Jaiprakash Information Technology Ltd., Jaiprakash Sewa Sansthan, Jaiprakash Industrial
& Medical Services Ltd. and Jaypee Greens Ltd.
Jaiprakash Industries Limited (JIL) and Jaypee Cement Limited (JCL) were two separate
companies in the group, carrying on the engineering and construction (E & C) and
cement manufacturing and marketing business respectively. With a view to consolidate
the construction and cement operations under one Company, JIL was merged into JCL
with the approval of the Scheme of Amalgamation from the Hon’ High Court of
Allahabad on March 11, 2004. The merger was effective from April 1, 2002. Subsequently,
the name of the merged entity has been changed to Jaiprakash Associates Ltd. (JAL).
JAL is a company with diversified interests with inter-segment synergies, entrenched

leadership position in construction business, growth in volumes and operating margins
expected in respect of the cement division which are expected to be bolstered in the
future years by returns from its investments in own-developed operational hydropower
projects. The above factors make JAL a unique and attractive investment opportunity.
JAL ranks amongst Top Listed Corporates in the Country in terms of turnover as well as
cash profits. The company has over four decades of experience and leadership position
in the hydro-power projects construction sector. The company has been awarded CR1
i.e. the highest contractor grading by ICRA. The Cement Division has, after a period of
losses, turned the corner. The performance in terms of both, volumes as well as operating
margins, improved with the brown field expansion and setting up of the captive power
plant.
JAL has, under its umbrella, three modern, computerised process control cement plants
with an aggregate installed capacity of 4.2 million tonnes in Rewa District in Madhya
Pradesh, the largest single largest Cement Complex in India. In addition to above, the
company has a blending unit with a capacity of 0.60 million TPA at Sadua Khurd in
Allahabad District, U.P. The first cement plant with a capacity of 1 MTPA was
commissioned in 1986. Second cement plant with a capacity of 1.5 MTPA was
commissioned in 1991. Third cement plant with a production capacity of 1.7 MTPA was
commissioned in 1996. The third cement plant was transferred as a going concern at
Book Value to ‘Bela Cement Limited’, a public limited company incorporated on 15th
November, 1995. The name of the Company was changed from ‘Bela Cement Limited’
to ‘Jaypee Rewa Cement Limited’ (JRCL) on August 30, 2000 and subsequently to
Jaypee Cement Limited (JCL) on January 3, 2002. The cement division of JIL (comprising
of the first two cement units) was hived off and merged into JCL w.e.f. April 1, 2001.
15
Main Object as per Memorandum and Articles of Association
1. To produce, manufacture, treat process, prepare, refine, import, export,

purchase, sell and generally to deal in either as principals or as agents either
solely or in partnership with others, all types and kinds of cement, ordinary, white,
coloured, Portland, Pozzolana, Alumina, Blast furnace, silica and all other varities
of cements, lime and limestone, clinker and/or by-products thereof, as also
cement products of any or all descriptions, such as pipes, poles, slabs, asbestos
sheets, blocks, titles, garden wares, plaster of Paris lime pipes, building materials
and otherwise, and articles, things compounds and preparations connected with
the aforesaid products and in connection therewith to take on lease or otherwise
acquire, erect, construct, establish, work, operate and maintain, factories,
undertakings, quarries, mines and workshop.
2. To carry on all or any of the business as manufacturers and sellers of and dealers
and workers in cements of all kinds, lime, plasters, whiting, lay, gravel, sand
minerals, earth, coke, fuel, gypsum, coal, jute, hessian cloth, gunny bags, paper
bags, artificial stone and all builders’ requisites made out of cement and cement
products and conveniences of all kinds.
Capital structure & Shareholding
After the scheme of Amalgamation as approved by the High Court all the shares of
erstwhile Jaiprakash Industries Limited got cancelled and against that 17,62,16,981equity
shares of JAL were issued to the shareholders of erstwhile Jaiprakash Industries Limited in
the ratio of 1:1
Authorized, Subscribed and Paid-up capital (Rs. crore)

Authorized capital
98,00,00,000 equity shares of Rs. 10/- each 980.00
Issued, Subscribed and Paid up
17,62,16,981 equity shares of Rs. 10/- each 176.22
The shareholding pattern of JAL as on June 30, 2004 was as under:
Sr. Category No. of Shares %age

No. Held Holding
1 Promoters & Associates 80,325,201 45.58
2 Mutual Funds & UTI 9,762,453 5.54
3 Banks, Financial Institutions, Insurance 3,185,854 1.81
Companies
4 FIIs 32,311,721 18.34
5 Private Corporate Bodies 12,114,063 6.87
6 Indian Public 34,216,263 19.42
7 NRIs / OCBs 4,301,426 2.44
Total 176,216,981 100.00
16
♦ Subsidiaries of the Company
JAL has four subsidiaries in its fold, three engaged in hydro-power generation and one
engaged in hospitality business as under:
Sr. Subsidiary Activity JAL’s

No. Holding
1 Jaiprakash Hydro-Power Ltd. (JHPL) Hydro-power Generation 72.50%
2 Jaiprakash Power Ventures Ltd. (JPVL) Hydro-power Generation 100.00%
Project
3 Jaypee Karcham Hydro Corporation Hydro-power Generation 100.00%
Ltd. (JKHCL) Project
4 Jaypee Hotels Ltd. (JHL) Hospitality 72.18%
1. Jaiprakash Hydro-Power Ltd. (JHPL)
JHPL, is a Special Purpose Company promoted by JAL for developing and operating
Baspa – II run-of-the river Hydro-electric Project (3x100 MW) on Build-Own-Operate basis.
JAL holds 72.50% of JHPL’s total equity of Rs. 491 crores. The project site is located on the
river Baspa, a tributary of river Sutlej in Kinnaur district (Himachal Pradesh) about 210 km
from Shimla. The Project is designed to generate 1,213.18 million units in a 90%
dependable year and 1,392.22 million units in a 50% dependable year. JAL has acted as
the EPC contractor for execution of civil works for the Project. The salient features of the
project are:
Largest Hydro electric Power Plant commissioned in the private sector in the country
Barrage at an elevation of 2,520.50 meters, the highest altitude as on date for any such
structure to come up in India.
56.70 Km long 400 kV transmission line comprising 121 towers passing through elevation
ranging from 1,500 to 2,800 m in one of the most difficult terrain, crossing the valley 13
times and River Satluj twice.
Electromechanical and Hydromechanical equipment weighing more than 20,000 tons
carted over 300 Km distance in a hilly terrain.
Eight bridges, spanning up to maximum of 132 m were constructed at various locations
to cater for a maximum load of 70R (Indian Road Congress classification for bridges to
carry wheeled load up to 100 tons)
Being a snow-fed Project, water availability is assessed, no resettlement / rehabilitation.
The Power Purchase Agreement (PPA) in respect of the energy generated by the Project
was executed between HPSEB and JHPL in June 1997. As per the PPA, HPSEB will
purchase the entire energy generation of the unit for a period of 40 years (extendable by
another 20 years). As per the Agreement, 12% of the energy generated by the unit will
be provided by JHPL to GoHP free of cost in lieu of water charges, while the balance 88%
of the energy generated by the unit will be sold to HPSEB at the tariff arrived at as per the
pass through tariff mechanism provided in the PPA, including provision for deemed
energy and incentives for secondary energy and higher plant availability. In the event of
the unit having achieved normative level of availability but the actual energy generation
falling short of the design energy for reasons attributable to hydrology, the energy
17
charges for generation up to design energy shall be payable by HPSEB during first seven
years of operation under the provision of deemed generation.
The Project has been successfully completed at a cost of Rs. 1,624.72 crores and all the
three units have commenced commercial operations with effect from June 11, 2003 and
are supplying power to Jhakri for evacuation by HPSEB. The payments in respect of the
saleable power evacuated by HPSEB are being received regularly. From the date of
commissioning till March 31, 2004, the average plant availability has been above 97% as
against the PPA required minimum level of 90%. For the period ended 31st march 2004,
the company made a net profit of Rs. 57.91 Crs. (cash profit of Rs.138.82 Crs). JHPL has
also embarked on a Debt Swapping Program so as to reduce its interest cost to further
enhance the competitiveness of its tariff.
Shareholding pattern as on 30th June, 2004
Category No. of Shares % Shareholding

Promoters 356000600 72.50
Banks and Financial Institutions 135000000 27.50
Total 491000600 100.00
Board of Directors as on 30th June, 2004
Name of Director Designation
Jaiprakash Gaur Chairman

Sarat Kumar Jain Vice Chairman
Gopi K Arora Director
B. K. Taparia Director
Dr. Ramesh C. Vaish Director
Dr. R. L. Saha Director (IFCI Nominee)
Balkrishan Batra Director (IDBI Nominee)
Bal Krishna Gupta Director (LIC Nominee)
Manoj Gaur Director
Sunil Kumar Sharma Director
Shailendra Swarup Director
Dattaram Gopal Kadkade Director
Narendra Singh Director
Jagdishwar Nath Gaur Whole-time Director
R. K. Narang Director
18
Financial performance
(Rs. In crores)
For the period from 24th May 2003 to 31st March 2004 Amount
Income from Operations 295.31
Interest Income 1.31
Total Income 296.62
Administrative Expenses & Salaries 11.87
Operation & Maintenance Expenses 9.70
Interest & Financial Charges 131.24
Depreciation & Misc. exp. W/o 80.91
Profit Before Tax 62.89
Provision for Tax 4.98
Profit After Tax 57.91
Cash Accruals 138.82
Balance Sheet (Rs. in Crs.)
Particulars 2002 2003 2004

Gross Block 4.94 7.43 1640.11
Accu. Depreciation 0.44 0.74 72.01
Net Block 4.50 6.69 1568.10
Capital Work in Progress 893.23 1010.60 0.06
Construction Expenditure pending Allocation 363.09 523.26 --
Current Assets 30.87 12.88 124.60
Current Liabilities (including bank borrowings) 52.27 45.26 95.67
Net Working Capital (21.40) (32.38) 28.93
Secured Loans 908.35 1077.10 1067.47
Equity Share Capital 357.50 460.00 491.00
Reserves & Surplus -- -- 57.91
Misc. Ex. Not w/o 28.94 28.94 19.29
Net Worth 328.56 431.06 529.62
Secured Loans: Net Worth Ratio 2.76 2.50 2.02
2. Jaiprakash Power Ventures Ltd. (JPVL)
JPVL, a wholly owned Special Purpose Company promoted by JAL, is implementing the
400 MW Vishnuprayag Hydroelectric Project, in Uttaranchal at a cost of Rs.1,901.12 crores
on Build-Own-Operate basis. The project cost is proposed to be financed by way of
equity of Rs. 570.34 crores, Rupee Term Loans of Rs. 1,181.50 crores and foreign currency
loans of USD 30.82 million (equivalent to Rs. 149.28 crores). The debt component for the
project has been fully tied up.
The civil works are in full swing with an expenditure amounting to Rs. 847crores having
already been incurred on the Project till May 31, 2004. As on 31st May, 2004 JAL had
already contributed Rs. 329 crores against its equity commitment and the balance
amount of expenditure of Rs. 518 crores has been met through drawl of term debt (Rs.
19
511 crores) and creditors (Rs. 7 crores). The Project is expected to be commissioned by
December, 2006 and has been designed to generate 2,060.5 million units in a 90%
dependable year. The Power Purchase Agreement with Uttar Pradesh Power
Corporation Ltd. is already in place. The Project does not envisage any storage and thus
there will be no submergence, hence no issues relating to rehabilitation and
resettlements.
Shareholding Pattern as on 30th June, 2004
Name of Shareholders Number of Equity Shares held (of Rs.10 each)

Jaiprakash Associates Limited 32,89,99,400
Shri Jaiprakash Gaur 100
Shri Sarat Kumar Jain 100
Shri Satyendra Prakash Jain 100
Shri Nanak Chand Sharma 100
Shri Shyam Datt Nailwal 100
Shri Harish K. Vaid 100
Total 32,90,00,000
The beneficial interest in the shares held by the shareholders as stated hereunder are
held by JAL, hence the company is a wholly owned subsidiary of JAL.
Name of Directors Designation
Shri Jaiprakash Gaur Chairman
Shri N.C. Sharma Vice-Chairman
Shri G.P. Singh Vice-Chairman
Shri Suresh Kumar Managing Director
Shri Harish Chandra Jain Director (Nominee – LIC)
Shri L. P. Aggarwal Director (Nominee – IDBI)
Shri D.N. Davar Director
Shri B.K. Goswasmi Director
Shri Manoj Gaur Director
Shri M.A. Siddiqi Director
Shri R.K.Jain Director
Shri C.K. Agarwal Director
Shri Suresh Chandra Director
Shri Viren Jain Director
Shri Harish K Vaid Director
Shri Shailendra Gupta Director
Shri Balakrishna Taparia Director
Shri Sunilkumar Sharma Director
Shri Rangilal Gupta Director
Shri M.C.Maheshwari Director Finance and Company
Secretary
20
Financial Highlights
The audited financials of JPVL for last three years are as stated below:
(Rs. in Crs)
For the year ended March 31, 2002 2003 2004
Share Capital 175.20 255.00 329.00
Secured Loans 100.45 276.37 469.97
Unsecured Loans (not bearing interest) -- -- 25.00
Gross Block 8.11 17.78 16.03
Less: Depreciation 0.14 0.27 0.41
Net Block 7.97 17.51 15.62
Capital work-in progress 173.04 332.58 479.60
Construction expenditure pending allocation 36.53 90.99 163.66
Current Assets 170.19 155.88 187.68
Current liabilities 33.09 66.38 23.41
Miscellaneous Exp. to the extent not w/o 0.80 0.80 0.83
3. Jaypee Karcham Hydro Corporation Ltd. (JKHCL)
JKHCL, a subsidiary of JAL, is engaged in the development of 1,000 MW Karcham

Wangtoo Hydro-electric Project in Himachal Pradesh, on Build, Own and Operate basis.
The project cost is estimated at about Rs. 5,500 crores. The implementation of the project
is expected to commence from December 2004 with the expected year of
commissioning being December 2009.
Name of Shareholder Number of Equity Shares held (of Rs. 10/- each)
Jaiprakash Associates Limited 49,400
Shri Jaiprakash Gaur 100*
Shri Sarat Kumar Jain 100*
Shri Manoj Gaur 100*
Shri Sunil Kumar Sharma 100*
Shri Shyam Datt Nailwal 100*
Shri Harish K. Vaid 100*
Total 50,000
(Fifty Thousand Shares of Rs. 10/-
each)
*The beneficial interest in the shares held by the above shareholders are held by JAL,
hence the company is a wholly owned subsidiary of JAL.
21

Sri Jaiprakash Gaur Chairman
Sri Manoj Gaur Director
Sri S.K. Sharma Director
Sri Suresh Kumar Director
Sri G.P.Singh Director
Sri Arun Gupta Director
Sri B.M. Agarwal Director
4. Jaypee Hotels Ltd. (JHL)
JHL is a listed company with 72.18% of its equity held by JAL. JHL presently operates four
5-Star deluxe hotels in North India, viz.
Hotel Jaypee Sidharth with 99 rooms situated in the Center of the Capital's business
activity Hotel Vasant Continental with123 rooms located in Vasant Vihar, South Delhi
Jaypee Palace Hotel with 350 rooms and a Convention Center with a capacity of 1200
persons built on a sprawling complex spread over 25 acres of land at Agra.
Hotel Residency Manor with 90 rooms, a 'first-of-its-kind' 5-star Deluxe Luxury Resort
located at the foothills of Mussoorie. This hotel is owned by JAL and is being operated by
JHL.
For the year 2003-04, JHL has reported a net profit of Rs. 5.27 crores on a turnover of Rs.
132.61 crores. Book Value of JHL’s property as on 31st March, 2004 stood at Rs. 181.55
crores. JHL’s equity is listed with the Stock Exchanges at Mumbai, Delhi & Kanpur. Book
value of JHL’s share (face value: Rs. 10/-) as on 31st March, 2004 stood at Rs. 19.40.
Category No. of Shares % Shareholding

Promoters 41612307 74.99
Mutual Funds and Unit Trust Of India 4500 0.01
Banks, FIs, Insurance Companies 1431600 2.58
Private Corporate Bodies 2705099 4.87
Indian Public 9528349 17.17
NRIs /OCBs 208145 0.38
Total 55490000 100.00
22

Shri S.G. Awasthi Vice-Chairman cum Managing Director
Shri K. Subramanian Director
Shri Ram Kumar Anand Director
Shri Pawan Kumar Jain Director
Shri S. K. Chakrabarti Director
Shri Satish Kumar Dheri Director
Shri Suresh Kumar Director
Shri Sunil Kumar Sharma Director
Shri Santosh Kumar Bansal Director
Shri Shree Prakash Director
Smt. Rita Dixit Director
Shri S.N.Endley Whole Time Director
Shri Manju Sharma Whole Time Director
Profit & Loss Account:

(Rs. in crores)
For Year Ended 31st March 2002 2003 2004
Total Income 116.17 101.78 132.61
Hotel Revenue 45.67 50.28 58.33
Construction / Contract division 66.40 46.30 71.50
Other Income 4.10 5.20 2.78
Operating Expenses 82.12 66.10 92.60
Personnel Expenses 13.77 13.92 15.51
Gross Profit 20.28 21.76 24.50
Gross Profit Margin 17% 21% 18%
Depreciation / Misc. Exp. w/o 8.09 8.47 8.29
Interest 10.81 9.58 6.43
Profit Before Tax 1.38 3.71 9.78
Provision for Tax
Current Tax 0.11 0.02 0.77
Deferred Tax 0.22 1.65 3.74
Profit After Tax 1.05 2.04 5.27
Cash Profits 9.36 12.16 17.30
JHL has been reporting a consistent growth in income except for FY 02-03, where the
drop was due lower revenue from the construction division.
JHL’s gross profit margins have been hovering in the range of 18% - 20%. For FY 01-02,
hotel revenues and gross profit declined in the wake of terrorist attacks in New York.
For the year ended March 31, 2004, JHL has reported a turnover of Rs. 132.61 crores, net
profit of Rs. 5.27 crores and cash profits of Rs. 17.30 crores.
23
Balance Sheet:
(Rs. in crores)
As on 31st March, 2002 2003 2004
Gross Block 182.25 214.42 231.48
Net Block 149.46 172.17 181.75
Investments 0.72 0.72 21.43
Current Assets 37.71 22.60 24.93
Current Liabilities (including bank borrowings) 33.51 22.60 31.97
Net Working Capital 4.20 2.49 (7.04)
Secured Loan 61.64 50.21 65.44
Secured Loan: Net Worth Ratio 0.76 0.47 0.58
Deferred Tax Liability 13.82 15.48 19.21
Equity Share Capital 55.49 55.49 55.49
Reserves & Surplus 52.15 52.01 57.23
Misc. Ex. Not w/o 26.95 - -
Net Worth 80.69 107.50 112.72
Security Deposits from Licenced Premises - 0.22 0.22
♦ Promoters and their background
The Company was originally promoted by the erstwhile Jaiprakash Industries Limited
which in turns was promoted by Shri Jaiprakash Gaur and his associates. Since the
erstwhile, Jaiprakash Industries Limited has now been amalgamated with the Company,
its promoters have been taken as the promoters of the Company. The details of such
main propmoters are as under:
Sl. No. Name Address Profile

1 Shri Jaiprakash A-9/27, Vasant Vihar, Shri Jaiprakash Gaur –
Gaur, New Delhi - 110057
Shri Manoj Gaur, Industrialist with vast experience of
their families 54 years, having Dip. in Civil
Engineering, Roorki.
Shri Manoj Gaur –
B.E.(Civil Hons.) from BITS, Pilani,

having exp. of 19 years and Mg.
Director of erstwhile JIL & the
Company.
2 Shri Nanak E-9/14, Vasant Vihar, Shri N.C.Sharma -
Chand Sharma, New Delhi – 110 057
Shri Sunil Kumar Diploma in Civil Engineering having
Sharma, their 46 Years experience.
families
24
Shri S.K.Sharma -
B.Sc.having 26 years’ experience.

Mg. Director of erstwhile JIL & the
Company.
3 Shri S.K. Jain, B-1/12, Vasant Vihar, B.Sc., 46 years’ experience
his family New Delhi - 110057
4 Shri Raj Kumar E-2/11, Vasant Vihar, Self acquired experience of 45
Singh , New Delhi - 110057 years.
his family
5 Smt. Kumud 2A, Nemi Road, B.A., 43 years experience
Jain, Dehradun (U.P.) -
her family 248001
6 Shri S.P. Joshi, K-104, Hauz Khas, B.A., 50 years experience
his family New Delhi – 110016
7 Shri. G.P. Gaur, A-1/7, Vasant Vihar, 37 years of self acquired
his family New Delhi-10057 experience
8. Jaypee Ventures Limited
JVL was incorporated as “International Design Engineering Associates Limited” on 12th

May, 1992, as a public limited company under the Companies Act, 1956 and received a
Certificate of Commencement of Business dated 11th June, 1992 from the RoC, Delhi and
Haryana. On an application made by the International Design Engineering Associates
Limited, it was converted into a private limited company under Section 31(1) of the
Companies Act and thus, the name was changed to “International Design Engineering
Associates Private Limited”. Subsequently, on February 9, 2000, it became a public
limited company. Furthermore, on January 1, 2001, the name of the company was
changed to Jaypee Ventures Limited.
JVL has been set up to carry on the business of providing consultancy services including
identification of projects, basic and detailed engineering for various projects and
industries related to generation of power, to provide technical services in the
construction and operation of industrial plants and providing services as in the area of
project assignment.
No. of shares % shareholding

Directors & Relatives 1945450 58.90
Individuals 1356860 41.10
Total 3302310 100.00
25

Shri Manoj Gaur Chairman
Shri S K Bansal Director
Shri Viren Jain Director
Shri Amit Sharma Director
Shri Rahul Kumar Director
Shri K P Sharma Director
Shri Sunil Kumar Sharma Director
Shri Pankaj Gaur Director
Shri Sunil Joshi Director
Shri Sameer Gaur Director
Shri R. L. Gupta Whole Time Director
Financial Performance
The audited financial performance of JVL for the last three years is as stated below:
(Rs. in thousands,)
Total Income 274610 560955 295328
Profit/ (Loss) after tax 102050 290231 11202
Share Capital 653023 737023 737023
Reserves and Surplus (excluding revaluation 124788 411571 388686
reserves)
Dividend (%) 0 0 0
Earning Per Share (Rs.) 32.36 53.53 3.39
Book Value per share (Rs.) 14.47 68.01 27.77
9. Jaiprakash Enterprises Limited
JEL was incorporated as “Uttra Rasayan Udyog Limited” on 15th April, 1978, as a public
limited company under the Companies Act, 1956 and was granted a Certificate of
Commencement of Business on 1st June, 1978. Subsequently the company was renamed
“Jaypee Chemicals Limited” on 16th January, 1985. Thereafter, on 13th May, 1988 it was
changed to Jaiprakash Enterprises Limited.
JEL is engaged in the business of construction, deployment of personnel and

manufacturing marketing of paints.
Name of Shareholders No. of shares % Shareholding

Promoters holding 2339900 87.64
Private Corporate Bodies 250 0.01
Indian Public 329850 12.35
Total 2670000 100.00
26

Shri N. C. Sharma Vice Chairman
Shri P.K. Jain Whole-time Director
Shri B. K. Jain Director
Shri Sachin Gaur Director
Shri Rajiv Gaur Director
Shri I. N. Dube Director
Shri Vijaykumar Jain Director
Financial Performance
The audited financial performance of JEL for the last three years is stated as below:
(Rs. in Crores,)
Total Revenue 21.25 35.00 57.61
Profit/ (Loss) after tax 1.19 3.43 4.00
Share Capital 2.67 2.67 2.67
Reserves and Surplus (excluding dividend) 1.18 5.42 9.20
Dividend (%) NIL NIL NIL
Earning Per Share (Rs.) 4.42 12.84 14.97
Book Value per share (Rs.) 17.42 29.63 44.46
Key Managerial Personnel of JAL of as on 30th June, 2004:
Engineering and Construction Division (E&C)
Sl. Employee Present Date of Qualification Total Last Employment

No. Name Position Joining Professional
Experience Name of Designation
(in years) Company
B.Com.
President
Dip. in Sr. Technical
Harish Kumar (Corporate) Dept. of Co.
1 01-Jan-82 Commercial 30 Asstt.
Vaid & Company Affairs
Practice, LLB, Investigation
Secretary
FCS
2 K.K.Agarwal President 01-Apr-82 Dip. (Civil ) 44 UP Irrigation J.E

President B.E. (Civil)
3 Narendra Singh 17-Aug-99 48 JHPL Director
(Tech.) (Roorkee)
27
Joint Dip. Engg.

4 K.P. Sharma 1-Apr-00 30 JCL GM
President (Civil)
Joint
B.Tech.(Hons.) Indian Addl. Chief
5 R.K. Jain President 1-Apr-82 45
(Civil) Railways Engineer
(T&C)
Joint
Chief
6 M.K. Ghosh President 12-Feb-91 B.E. (Civil) 42 NHPC
Engineer
(Civil)
Joint G.B. Pant

President B. Sc.-B.Arch. Agriculture
7 S.K. Bansal 1-Apr-95 40 Sr. Architect
(Architectur (Roorkee) University,
e) UP.
Joint Himachal Sr. VP

B.Com., CA.,
8 Vinod Kapur President 9-Jan-04 23 Futuristic (Corporate
CS (Inter)
(Finance) Comm. Ltd. Fin.)
Joint
Dainik
9 I.N. Dube President 29-Nov-76 Matric 40 Journalist
Jagran
(A&T)
Brig. M.S. Sr. Vice 12 th,
10 Boperai President 1-Feb-95 B.Sc.Engg.(C 40 JHL GM (C )
(Retd.) (Civil) ),MIE,LDMC
Col. S.C. Sr. Vice B. Sc., B.E.,
11 15-Feb-88 35 Indian Army Col.
Katoch (Retd.) President M.Tech.
Sr. Vice Nirulaj Chief
12 L.S. Dacha President 16-Jan-92 Dip. (E) 47 Corner Engineer -
(E&M) House Ltd. Project
B.E.(Civil), Dip.
Lt. Col. S.P. Sr. Vice In Pers. Mgt.
13 1-Apr-86 44 Indian Army Lt. Col.
Kundra (Retd.) President Labour
Welfare
Sr. Vice
Brig. H.S. Post
14 President 21-May-98 39 JCL VP (Admn.)
Sangha (Retd.) Graduation
(HQ.)
Sr. Vice
B.V. Self
15 President 30-Nov-99 B.E.(Mech.) 28
Raisinghani Employed
(Purchase)
Sr. Vice
Rajinder Kumar B.Com.(H)-, Chequepoi
16 President 28-Oct-03 23 Global CFO.
Anand CA.-81 nt Group, UK
(Finance)
Sr. Vice
Purushottam B.Sc. Chief
17 President 1-May-99 41 UP Irrigation
Das Sharma Engg.(Civil) Engineer
(Civil)
28
Sr. Vice Redicon

B. Sc.-57, Sr.
18 Harpal Singh President 25-Oct-98 43 (India) Pvt.
B.E.(Civil) Consultant
(Civil) Ltd.
Sr. Vice
S.Balasubrama B.Sc. Physics, Landbase Chief of
19 President 1-Sep-00 44
nian B.E. (C ) India Ltd. Construction
(Civil)
Punjab
Jag Mohan Sr. Vice Govt. Executive
20 15.11.1990 B.A., B.E. (C ) 40
Kumar President (Irrigation Engineer
Dept.)
B.E. (Civil)
Ansal
Shri Chand Vice (Roorkee), General
21 05.05.2001 35 Properties
Bhardwaj President M. Tech. IIT, Manager
Ltd.
New Delhi
Vice Hindustan
Kamlesh Kumar B.Sc., B.E. (C Chief Qnty.
22 President 17-Oct-97 33 Const. Co.
Agrawal ) Surveyor
(Civil) Ltd.
Suresh Cold
Vice
Storage and Asstt.
23 G.D. Bansal President 1-Nov-74 B.Com. 41
Ice factory, Manager
(Accounts)
Morena
Dy.
Vice Swadeshi Executice
24 K.B. Agarwal President 7-Jul-86 B.Com.CA 39 Cotton Mills Officer
(Txation) Co. Ltd. ( Taxation &
Legal)
Vice Self
25 Shree Prakash 22-Oct-75 B.A. 29
President Employed
Hitech
Gears Ltd.
Vice
M.Com., MA, (An
26 M.K. Bhargava President 17-Apr-98 30 G.M. (F&A)
LLB, CA(Inter) Ancilliary of
(Finance)
Hero Honda
Motors Ltd.)
Vice
Shailendra B.Com., CA-,
27 President 1-Nov-01 22 JHL Sr. VP (Fin.)
Gupta CS(Inter)
(Finance)
Vice
Anil Atmaram DCE,
28 President 12-Jul-01 32 IDEA GM
Kamat B.E.(Civil)
(T&C)
Vice GM
B.Sc. Engg.
29 C.B.Nuthra President 01.08.2000 32 JHL (Engineering
(Elect)
(Engg.) )
Vice General
30 Ashok Sharma 01.04.1995 Intermediate 32 JPTC
President Manager
29
Vice Inter-,
Surinder
31 President 1-Apr-04 B.Sc. Engg. 33.02 B.H.E.L Addl.GM
Mohan Handa
(Electrical) (Mech.)
Maj.Gen. Vijay Vice
Matric, B.E.
32 K Bhaskar President 18-Oct-03 31 Indian Army Maj. Gen.
(Hons.)
(Retd.) (Admn.)
Change in Key Managerial Personnel of E&C Division in the preceding one year:
Sl. Name of Employee Present Position Date of

No. Joining
1 VINOD KAPUR JOINT PRESIDENT 09-Jan-04
(FINANCE)
2 RAJINDER KUMAR SR. VICE PRESIDENT 28-Oct-03
ANAND (FINANCE)
3 SURINDER MOHAN VICE PRESIDENT 01-Apr-04
HANDA (ELECTRICAL)
4 MAJ.GEN. VIJAY K VICE PRESIDENT 18-Oct-03
BHASKAR (RETD.) (ADMN.)
Cement Division
Sl. Employee Present Date of Qualification Total Last Employment

No. Name Position Joining Professional
Experience Name of Designation
(in years) Company
1 VIJAI KUMAR SENIOR 02-Jun-99 HIGH 32 Prism Cement President
JAIN PRESIDENT SCHOOL, Dip.
(Mech.)
2 G.V. BHAT PRESIDENT 10-Jul-95 HIGHER 39 KIOCL Controller
SECONDARY, Engg.
B. Sc. Engg.
(Mech.)
3 B.P.S. KWATRA PRESIDENT 24-Feb-03 M.Sc. (Ag) 36 Prism Cement President
4 AJAY SHARMA JOINT 26-Apr-86 BBM, LLB. 26 JK Synthetics Dy Manager
PRESIDENT MBM
5 B.M. JOINT 01-Aug-91 HIGH 41 ECC Jr Engr
SUBBANNA PRESIDENT SCHOOL
AMIE, LME
6 RAM BAHADUR SENIOR JT 15-Jul-93 B.Com. CA 31 THDC Dy. GM (Fin.)
SINGH PRESIDENT
7 YOGENDAR SENIOR JT 19-Jul-95 B.E. (CIVIL) 41 Indian Army Brigadier
PARIMU PRESIDENT
8 ATAL BEHARI JOINT 08-Aug-02 INTERMEDIAT, 36 CCI GM
KAUSHAL PRESIDENT B.Sc. Engg.
(Mech.)
30
9 VIRENDER JOINT 13-Nov-99 HIGHER 33 United Director &

SINGH BAJAJ PRESIDENT SECONDARY, Beverages DGM
B.Sc. Engg.
Chemical
10 VINOD KUMAR SENIOR JT 22-Feb-03 DIPLOMA IN 40 NTPC GM
SRIWASTAVA PRESIDENT MECHANICA,
Boiler
Operation
Engg. Cert.
11 SACHIDA SENIOR 19-Sep-90 INTERMEDIAT, 33 Diamond Prodn
NAND VICE Dip. in Mech. Cement Manager
UPADHYAY PRESIDENT
12 SHAMBHU SENIOR 01-Aug-91 HIGH 13 ____ ____
NATH SINGH VICE SCHOOL, B.E.
PRESIDENT (C )-87
13 RAJ SUNDER SENIOR 10-Jan-01 B.Com., C.A., 24 CIMMCO, VP
KUCHHAL VICE CS Birla
PRESIDENT
14 BHARAT SENIOR 30-Jun-03 HIGHER 28 ECOM Group Asst VP
BHUSHAN VICE SECONDARY,
DHEER PRESIDENT B. Tech.
(Mech.)
15 AVIJIT VICE 26-Oct-85 HIGHER 31 Labda Dy Chief Engr
CHOWDHURY PRESIDENT SECONDARY, Cement
B. E. (Elecl.)
16 D.V.PENDHARK VICE 28-Feb-98 B.Sc., LLB 28 Satna Asst VP
ER PRESIDENT Cement
17 ASHOK JAIN VICE 01-Apr-02 B.Com., CA 26 Modi Rubber GM
PRESIDENT
18 VINAY KUMAR VICE 29-Mar-03 HIGHER 30 JK Cement Asst VP
PRESIDENT SECONDARY,
B.SC. Engg.
(Mech.)
19 VARINDER VICE 01-Aug-03 M.Sc.(DEFEN 39 Indian Army Maj General
SINGH YADAV PRESIDENT CE STUDIES),
B.E. (C )
20 BHAGWAN VICE 31-Mar-97 HIGHER 30 Orissa Manager
PRASAD PRESIDENT SECONDARY, Cement
PARGANIHA B.E. (Mech.)
31
Change in Key Managerial Personnel of the Cement Division in the preceding one year:
Sl. No. Name of Employee Present Position Date of Joining Date of Leaving
SENIOR VICE 30-Jun-03

1 BHARAT BHUSHAN DHEER
PRESIDENT
1-Aug-03
2 VARINDER SINGH YADAV VICE PRESIDENT
26-June-04
3 GK MAHESHWARI PRESIDENT
BOARD OF DIRECTORS - JAL
As on June 30, 2004, the Board of JAL comprised of 19 Directors out of which 7 are
independent Director including 2 Institution Nominee Directors.
Name & fathers Date of Qualifications Address & Date of Directorship in other companies Nature of
name birth telephone appnt. interest
no.
JAIPRAKASH 01-Jan-31 Dip. in Civil A-9/27, 15.11.1995 Jaiprakash Hydro-Power Ltd Chairman
GAUR Engineering Vasant Vihar, Jaiprakash Power Ventures Ltd Chairman
CHAIRMAN Roorkee New Delhi-
Late Shri B.S. 110057 Jaypee Greens Limited Chairman
Sharma Jaiprakash Enterprises Ltd. Chairman
26141540
Jaypee Hotels Ltd Chairman
Jaypee Karcham Hydro Corp Chairman
Ltd
Manumanik Estates Pvt.Ltd. Director
Sunvin Estates Pvt.Ltd. Director
Samsun Estates Pvt.Ltd. Director
Ceekay Estates Pvt.Ltd. Director
SARAT KUMAR 19-May-38 B.S.c B-1/12, 18.03.2004 Jaiprakash Hydro-power Ltd Vice
JAIN Vasant Vihar, Chairman
VICE-CHAIRMAN New Delhi-
Late Shri S.P. Jain 110057 Essjay Enterprises Pvt. Ltd. Director
26141799
SUNIL KUMAR 01-Jul-59 B.S.c. E-9/14, 18.03.2004 Jaiprakash Hydro-Power Ltd. Director
SHARMA Vasant Vihar, Jaypee Hotels Limited Director
MANAGING New Delhi-
DIRECTOR 110057
Shri N.C. Sharma Jaypee Greens Limited Director
WHOLE –TIME Jaypee Ventures Limited Director
26140313
Jaypee Karcham Hydro Corp Director
Ltd
Suneha Estates Pvt.Ltd. Director
Indesign Enterprisres Pvt Ltd Director
32
Jaiprakash Power Ventures Ltd Director
MANOJ GAUR 16-Jun-64 B.E.(Civil A-9/27, 31.03.1997 JIL Information Tech. Limited Chairman
MANAGING Hons) Vasant Vihar Jaypee Ventures Limited Chairman
DIRECTOR New Delhi-
Shri Jaiprakash 110 057 Jaypee Greens Limited Director
Gaur Jaiprakash Power Ventures Ltd Director
WHOLE -TIME Jaypee Hotels Ltd. Director
26145073
Jaiprakash Enterprises Ltd. Director
Jaypee Karcham Hydro Corp Director
Ltd
Jaiprakash Hydro-power Ltd Director
Gaur & Nagi Ltd Chairman
Mum Engineers Pvt.Ltd. Director
GOPI K ARORA 24-Jan-34 I.A.S. (Retd.) 181, Sector 18.03.2004 Roto Pumps Limited Chairman
Late Dr. Y.N. 15-A SARA Fund Trustee Company Chairman
Arora Noida 201301 Ltd
(U.P.) Noida Toll Bridge Co. Ltd Chairman
Television Eighteen India Ltd Chairman
0120-2513572 Jaiprakash Hydro-Power Ltd Director
Shalimar Wires Industries Ltd Director
Alps Industries Ltd. Director
Sunil Synchem Limited Director
HGS India Limited Director
Bengal Ambuja Housing Director
DND Flyway Limited Director
PARBODH 11-Jun-35 B.E., M.I.E. F-3/8, Vasant 05.03.2001 Ironwill Holdings Pvt. Ltd. Director
VARAGLAL Vihar Ironwill Investments Pvt. Ltd. Director
VORA New Delhi -
Late Shri V.A. 110057 Delhi Foams Pvt. Ltd. Director
Vora Rakesh Foods Pvt. Ltd. Director
SUNNY GAUR 30.May-69 B.A(Hons) A-9/27, 16.01.1998 Orphic Imports & Exports Pvt Ltd Director
Shri Jaiprakash Vasant Vihar, Sunvin Estates Pvt Ltd Director
Gaur New Delhi- Indesign Enterprisres Pvt Ltd Director
110057
RAHUL KUMAR 23-Feb-68 Chartered B-67, 30.06.2001 Jaypee Ventures Limited Director
Shri Suresh Kumar Accountant Sarvodaya
Enclave, 7
New Delhi –
11001
26146855
33
DHARMENDER 8-Aug-34 B-5/82, 21.09.2002 Sandhar Locking Devices Ltd. Director

NATH Safdarjung Sandhar Infosystems Ltd. Director
DAVAR Enclave,
Late Shri D.L. New Delhi – Sandhar Auto Components Director
Davar 110029 Limited
Jaiprakash Power Ventures Director
Limited
26186359 Mayar India Ltd. Director
OCL India Limited Director
HEG LImited Director
Indo - Continental Hotels & Director
Resorts Ltd.
Ansal Properties & Industries Ltd. Director
Hero Honda Finlease Limited Director
Indo-Asian Fusegear Ltd. Director
S.P. Wahi Technology & Director
Management Consultants
Pvt.Ltd.
Sandhar Steady Stream Tooling Director
Pvt. Ltd.
Adayar Gate Hotel Limited Director
Moral Overseas Limited Director
RAJ NARAIN 08-May-45 M.A.Economi B-1, Jeevan 18.03.2004 Life Insurance Corporation of Managing
BHARDWAJ cs) Joyt, India Limited Director
(LIC Nominee) &DIR &PM Setalvad
Late Shri Murarilal Lane UTI Bank Ltd Director
Bharwaj Neapean IFCI Ltd Director
Sea Road,
LIC Lanka Ltd Director
Mumbbai-
400026 LIC Mutual Fund Trustees Co. Chairman
Pvt Ltd
ABB Ltd Director
022-23693710 LIC (Mauritius) Offshore Limited Director
Mahindra and Mahindra Director
Limited
RANVIJAY SINGH 19-Oct-66 B.E. (Civil) E-2/11, 27.12.1999 SRMB Dairy Farmings Pvt Ltd Director
Shri Raj Kumar Vasant Vihar
Singh New Delhi-
110057
MANEPANDA 12-Dec-42 201, Sky Lane 23.04.2004 Usha Beltron Ltd Director
JOYAPPA Apart. Eicher Ltd Director
SUBBAIAH Langford
(ICICI NOMINEE) Road
Bangalore – Eicher Motors Ltd Director
560027 Infomedia Limited Director
Cholamandlam Investment & Director
Finance Limited
Fedral Bank Ltd Director
Listern India Shipyard Ltd Chairman
S/o Shri M.A. ABG Shipyard Pvt Ltd Director
Joyappa Taj Lands End Limited Director
34
SHRI PANKAJ 18-Jan-71 B.E.(Instrumen A-1/7, Vasant 30.06.2004 Jaypee Ventures Limited Director
GAUR t- Vihar
WHOLE-TIME ation) New Delhi
DIRECTOR 110 057
Pee Gee Estates Pvt. Ltd Director
Shri G.P.Gaur
RAKESH SHARMA 05-Jun-60 B.E. Civil A-16/3, 30.06.2004 Pathak Associates Pvt. Ltd. Director
S/o Late Shri O.P. Vasant Vihar Jaypee Technical Consultants Director
Sharma New Delhi- P. Ltd.
110057
SAMIR GAUR 22-Apr-71 M.B.A.-U.K A-9/27, 30.06.2004 Jaypee Ventures Limited Director
WHOLE-TIME Vasant Vihar Apar Builders Pvt. Ltd Director
DIRECTOR New Delhi
Shri Jaiprakash 110 057 Sunvin Estates Pvt.Ltd. Director
Gaur Indesign Enterprises Pvt.Ltd. Director
MAHENDRA 31-Oct-40 B.S.c., B.E. D-7/7435 30.06.2004
SHANKAR M.E. Vasant Kunj
SRIVASTAVA New Delhi
Late Shri B.S. 110 070
Srivastava
26897059
SHYAM DATT 03-Aug-47 B.A.(Com.), 75, Shrestha 30.06.2004
NAILWAL F.C.S. Vihar
WHOLE -TIME Delhi 110 092
DIRECTOR
Late Shri R.D. 22142311
Nailwal
SUREN JAIN 18.08.1970 B.E.(Productio A-1/8, Vasant 30.06.2004 Hicon Packings Pvt Ltd Director
Lare Shri A.K. Jain n) Vihar
Goldmadlist New Delhi
110 057
SATISH CHARAN 19.04.1944 B.Sc. (Engg.) 15, Ranjit 30.06.2004
KUMAR Chemical Singh Block,
PATNE Asian Games
Late Shri Villiage,
Umeshwari New Delhi-
Charan 110049
35
VI INDUSTRY SCENARIO AND ACTIVITIES OF THE ISSUER
INDUSTRY OVERVIEW
Construction Business
The execution of Engineering, Procurement & Construction contracts in the specialized

segment of hydro-power / river valley projects has been the forte of the Jaiprakash
Group. This segment comprises of large value, complex projects, quite often in difficult
terrain, with long execution periods with very few firms in the Country having the requisite
capabilities for successful and timely completion. The size and complexity also acts as an
effective entry barrier. The key success factors for construction firms active in this area
are:
Track record in executing projects: Experience/good track record in executing projects is
almost always a prerequisite for qualification in contract tendering process.
Order book position: A strong order book position and success rate in project completion
Some of the other major construction firms in India active in this segment are:
Hindustan Undertakes construction of tunnels, railway bridges and other heavy

Construction civil engineering work, main thrust being power sector and bridges
Company Ltd. Major projects undertaken by it include the aqueduct across the river
Gomti, the Lower Periyar hydel project in Kerala, the Farakka barrage
in West Bengal, the Idduki dam in Kerala, and the Metro rail project in
Calcutta.
Presently executing:
Construction of a dam, desilting chamber and head race tunnel for

Tala Hydel Project, Bhutan
The civil works for Gosikhurd Spillway Project, Maharashtra
Civil works for the Dhauliganga Hydro-electric Project, Stage I, Lot II
(280 MW), Uttar Pradesh in joint venture with Samsung Corporation,
Korea.
Subcontract works for the Purulia Pumped Storage Project, in W.
Bengal, in Joint venture with ECC Construction Group (L&T) Civil works
for head race tunnel and surge shaft for the Nathpa-Jhakri Hydel
Project.
Continental Engaged in the construction of hydro-electric and irrigation projects,

Construction marine works, airport runways, water and sewerage turnkey projects,
Ltd. pipelines, vertical grain silos, heavy foundations, deep drilling, open
cast mining, and industrial complexes, etc.
Currently executing:
Rehabilitation of Kakrapara Left Bank Canal
Kodasalli Dam project in Karnataka
Largi Hydel Project
Ambavane Dam
Maneri Bhali Hydel Project
Two nos. diversion tunnel for Kol dam
36
CCL has a CR2- (2 minus) grading from ICRA for contracts having
average values of Rs. 350 crores.
37
L & T Ltd. (ECC) Active across almost all the construction segments with specialization
in infrastructure and industrial projects.
In the hydropower projects segment, besides JAL & HCC, L&T is the
only company having an average contract size of above Rs. 100
crores.
It has a CR1 grading with an upper cap of Rs. 600 crores for single
contract compared to Rs. 2,000 crores for JAL.
Presently executing sub-contract works for the Purulia Pumped
Storage Project, in W. Bengal, in Joint venture with HCC Ltd.
Recently bagged an order from National Hydroelectric Power
Corporation Limited (NHPC) for civil and structural work for its 2000
MW (8 x 250MW) Subansiri Lower Hydroelectric Project (Contract size:
Rs. 921.6 crore).
Gammon Specializes in transport engineering, energy projects & high rise

India Ltd. structures, hydraulic works & irrigation projects, tunnel engineering,
Industrial Structures, Marine Structures, Public Utility structures, etc.
Executing:
Works for construction of head race tunnel for Teesta Hydro-electric
project (Contract size: Rs. 300 crores);
Purna Dam Left Bank works (Contract size: Rs. 30 crores)
(Source: Company websites, Crisinfac and Capitaline)
Generally for economic considerations the civil works, electro-mechanical works and
specialized works in respect of the construction projects are covered by separate
packages. However, in order to minimize the delays resulting from interface problems
between various agencies, the construction contracts in many cases are now being
awarded as a single consolidated Engineering, Procurement & Construction (EPC)
package. Also many firms having international size have also been attempting to enter
the construction segment. This necessitates formation of consortia of various parties
specializing in execution of different components. In view of the same, whenever
deemed necessary, JAL bids as a consortium partner along with other national and
international players. For instance, JAL, as the leader of consortium comprising of other
internationally reputed firms like SNC / Acres INC., SNC Lavalin / Acres Transnational and
GE Canada, bid for and was awarded the EPC contract for 300 MW Chamera (Stage-II)
Hydro-electric project. Similarly, JAL was awarded the EPC contract in respect of
Omkareshwar Hydro-electric Project in consortium with Voith Seimens Hydro
Kraftwerkstechnik GmBH & Co. KG.
The hydel-power sector is expected to register an impressive growth with increasing

emphasis being laid on:
setting up hydel capacity to meet the increasing energy requirements, plus the power
deficit; and
correcting the existing hydel: thermal mix capacity ratio of 25:75 in the country to the
desirable level of 40:60.
Despite hydroelectric projects being recognized as the most economic and preferred
source of electricity, the share of hydropower has declined in India in the past on
account of difficult investigations, geological aspects, R&R issues, inter-state aspects, etc.
38
At the time of Independence, the share of hydro in the total installed capacity was
around 37% which continued to rise, crossing 50% in the year 1963 and at present
constitutes only about 25% of the overall installed capacity in the country.
As per the studies carried out by Central Electricity Authority (CEA), the economically
exploitable hydro-power potential in India as been assessed at 84,044 MW at 60% load
factor, which corresponds to an approximate installed capacity of 150,000 MW from 845
schemes. Of the same about 300 schemes involving an aggregate installed capacity of
about 43,000 MW are either in operation or under various stages of development. Based
on the Ranking Study carried out by CEA, feasibility studies have been taken up for 162
hydro-electric projects with an aggregate installed capacity of 50,560 MW.
Development of Indian Power Infrastructure
Generation capacity additions have traditionally been made in the thermal sector
Additions in the hydropower sector were not consistent in the 1990’s, but have been
increasing in the past few years at approximately 1,000MW per year
Generation Capacity Addition

(Million Watts)
5,000
4,000
3,000
2,000
1,000
0
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
Nuc lear Hy del Thermal Total
Despite capacity addition in the hydropower sector at 1,000MW per year, the mix of
hydro power as a percentage of total power has declined rapidly. A 40:60 ratio has
been recommended as the optimal mix by the Ministry of Power
Hydro-thermal Mix
59.0% 54.0% 60.0%

67.0% 71.0% 75.0%
41.0% 46.0%
40.0%
33.0% 29.0% 25.0%
1950 1960 1970 1980 1990 2003
Hydro Thermal+Others
39
Ministry of Power 5-Year Plans
The Indian Ministry of Power (“MOP”) has plans to reach a goal of additional 20,000+ MW
hydropower capacity during the 11th Five-Year Plan (2007-12).
The current 5 Year plan (2002-2007) aims to add more hydropower generating capacity
than during the last 20 years combined
The 11th plan 5 Year Plan (2007-2012) aims to increase the hydropower capacity by
20,000MW
Feasibility studies are currently under review for a 50,000MW addition of Hydropower
Capacity in 12th Five Year Plan (2012-2017)
Hydropower Development
50,000
20,000
14,393
3,812 2,873 3,828 4,538

1,057 2,427
1974 1979 1985 1990 1997 2002 2007 2012 2017
A list of proposed hydro power projects with installed capacities of over 300 MW is
hereunder:
Sr. Scheme State River Basin Installed

No. Capacity
(MW)
1 Dummagudem Andhra Pradesh Godavari 360
2 Etalin Arunachal Pradesh Dihang-Dibang 3,045
3 Demwe Arunachal Pradesh Dihang-Dibang 3,000
4 Oju-II Arunachal Pradesh Subansiri 2,580
5 Kalai Arunachal Pradesh Luhit 2,550
6 Oju-I Arunachal Pradesh Subansiri 1,925
7 Niare Arunachal Pradesh Subansiri 1,405
8 Naba Arunachal Pradesh Subansiri 1,290
9 Kameng Arunachal Pradesh Kameng 1,100
10 Hutong Arunachal Pradesh Luhit 950
11 Emra-II Arunachal Pradesh Dihang-Dibang 870
12 Kimi Arunachal Pradesh Kameng 535
13 Naying Arunachal Pradesh Dihang-Dibang 495
14 Tato-II Arunachal Pradesh Dihang-Dibang 360
15 Malinye Arunachal Pradesh Dihang-Dibang 335
40
Sr. Scheme State River Basin Installed

No. Capacity
(MW)
16 Bhareli Lift Dam – II Arunachal Pradesh Kameng 330
17 Khab-I Himachal Pradesh Sutlej 1,640
18 Khab – II Himachal Pradesh Sutlej 425
19 Luhri Himachal Pradesh Sutlej 425
20 Jangi Thopan Himachal Pradesh Sutlej 410
21 Ratle Jammu & Kashmir Chenab 515
22 Chenari Jammu & Kashmir Jhelum 475
23 Kwar Jammu & Kashmir Chenab 440
24 Hiranyakeshi – II Maharashtra Vedganga 405
25 Lunglang Storage Mizoram Barak & others 690
26 Boinu Storage Mizoram Barak & others 635
27 Kakjam Mizoram Barak & others 545
28 Dikhu Dam Nagaland Upper Brahmaputra 470
29 Tizu Nagaland Barak & others 365
30 Baljori Orissa Baitarni 393
31 Teesta Stage – I Sikkim Tista 320
32 Tapovan Chunar Uttaranchal Dhauliganga 485
33 Harsil Dam Uttaranchal Bhagirathi 350
34 Urthing Sobala Uttaranchal Sarda 340
35 Lata Tapovan Uttaranchal Dhauliganga 320
Total 30,778
(Source: Ministry of Power)
Even if half of these schemes are taken up over a period, there is immense scope of
business in JAL’s core competence area of hydro-power construction projects.
41
Key Business Opportunities
The initiatives taken by the Government create several business opportunities for JAL, as
under:
Central government E&C / EPC contracts

State government E&C / EPC contracts
State government BOO contracts
Private sector E&C/BOO contracts
50,000 MW
162 schemes
Central State Private
1 2 4
3
E&C / EPC E&C / EPC BOO
Vertically Integrated E&C Solutions
JAL’s ability to provide complete solutions from concept to implementation gives it a

clear advantage over competitors.
Design Conception Engineering Solution

Planning Implementation
Group’s design house was JAL’s engineering house The Company has
established in 1992 and specializes in civil, successfully executed
currently employs over hydro-mechanical and 17 projects to date
100 engineers electro-mechanical JAL’s track record in
Internationally renowned engineering execution proves its
experts Experience in planning consistent ability to
Collaboration with some of India’s largest complete projects in
Institutes and E&C projects to date line with initial
Universities Utilizes the latest technology engineering plans, costs
Design team is a to offer precision and timing
competitive solutions Senior management,
advantage in bidding JAL’s integrated design and engineers and
contracts engineering eliminates specialists onsite
interface problems and overseeing projects
delays Largest fleet of mobile and
dedicated machinery
42
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 high 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 hydro-
machinery 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
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 monitor projects on-site
Management Ability to make immediate decisions reduced time delay
by Directors Allows for maximum coordination between management and
working team
43
Cement
The cement industry in India is highly fragmented, with over 50 cement players and more
than 120 manufacturing plants. The industry is also highly regionalised, as cement units
are concentrated in clusters, close to the limestone deposits. Competition is also
regionalised since the low-value commodity makes transportation over long
distances uncompetitive.
During 1997-98 to 2002-03, the installed capacity of the industry increased at a CAGR of
over 7 per cent to 138.96 mtpa. (The capacity of the industry is taken as the sum total
of the installed capacity of the large players.) The total capacity of mini cement
players (includes all capacities up to 300,000 tpa) has been estimated at 11.2 million
tonnes. In 2002-03, cement production from large units touched 110 million tonnes,
indicating a capacity utilisation of around 80 per cent.
Cement prices and margins vary across regions, due to the variation in demand-
supply balance, level of concentration and demand growth. Over the last five
years, prices in the North have remained lower than the rest of the country
because of the highly fragmented nature of the market. Prices in the South and
West have been on a downhill ride since 2001-02, due to the addition of capacity
in the regions. However, prices in the East have remained higher than the country
average due to supply rationalisation by producers.
Demand – Supply Scenario
India is the fourth largest producer of cement in the world after China, Japan and USA.
The details of aggregate demand and aggregate supply of cement in the country are
given below:
(Capacities in Million
TPA)
Cement Clinker Propor Ceme Dome Exports
Capa Utilizati Capa Utilizati tion of nt stic Ceme Clinke
city on city on Blends Produ dema nt r
ction nd
FY 98 93 81% 102 67% 29% 75 73 2.6 1.6
FY 99 103 79% 109 68% 30% 80 82 2.1 1.5
FY 00 115 84% 110 78% 33% 96 92 2.0 1.2
FY 01 119 79% 111 76% 38% 95 91 3.2 2.0
FY 02 135 77% 115 80% 43% 104 99 3.4 1.8
FY 03 138 83% 120 84% 46% 114 107 3.5 3.5
FY 04 144 82% 124 83% 54% 118 114 3.4 5.6
(Source: i-Sec, CMA, JAL)
The cement industry has strong regional characteristics with long distance transportation
being an expensive proposition given the fact that cement is bulky commodity. The
demand-supply imbalances within each of the regions in the country determine the
price differentials.
44
Region-wise Cement Consumption Trend:
(Source: CMA & Crisinfac)
While, regions of Southern and Western India are cement surplus, regions in Eastern and
Northern India are cement-deficit. This is due to the concentration of lime stone reserves
in Andhra Pradesh, Karnataka, Gujarat, Rajasthan, Madhya Pradesh and Maharashtra.
The plants are located in clusters near limestone mines. The cluster-wise cement
capacities are tabulated hereunder:
Sr. Cluster Installed Capacity (TPA)

No. (as on March 31, 2002)
1. Bilaspur 11,253,990
2. Chanderia 9,116,640
3. Chandrapur 8,430,840
4. Gulbarga 10,772,390
5. Nalgonda 6,437,420
6. Satna* 12,742,640
7. Yerraguntla 7,111,590
8. Total cluster 65,865,510
9. Non cluster 64,138,420
Grand Total** 130,003,930
* At the end of FY 200-04, the capacity of the Satna cluster (in which JAL’s units are
located) is 15.9 million TPA.
** At the end of FY 200-04, the countrywide installed capacity is 144 million TPA.
(Source: JAL)
45
Region-wise cement demand & supply position for last 5 years is summarized hereunder:
(Million TPA) 1998-99 1999-00 2000-01 2001-02 2002-03

Capacity (Available) 105.2 109.7 115.9 130.0 139.0
North 23.5 24.8 26.0 28.4 31.0
South 29.0 31.6 33.5 41.3 44.6
East 8.3 8.8 8.9 21.8 22.3
West 44.3 44.6 47.4 38.5 41.0
Production 81.7 94.2 93.4 102.0 111.4
North 17.8 21.3 21.1 23.8 26.6
South 24.8 28.9 27.3 29.5 33.4
East 5.3 6.2 6.6 16.7 16.7
West 33.7 37.8 38.4 32.1 34.7
Demand 79.8 91.9 90.0 99.0 107.6
North 23.8 28.7 28.1 31.5 34.1
South 22.3 25.7 23.8 26.1 29.7
East 9.8 12.0 12.9 16.3 17.0
West 23.9 25.5 25.2 25.1 26.9
(Source: Crisinfac)
The above table shows that the Northern region is having a deficit due to a
comparatively higher rate of growth in demand, particularly in states like Punjab,
Haryana and Delhi. The demand in this region is driven predominantly by rural demand
and realizations have been improving along with increase in construction demand.
Further, cement markets of Uttar Pradesh, Bihar and Madhya Pradesh may see a short
supply, as a result of which prices are expected to firm up in these markets. The resultant
healthy demand situation is expected to favorably impact companies such as JAL,
which are located in the Satna clusters.
Satna Cluster - Scenario
The growth of cement production and consumption on All India basis during the period
1997-98 to 2001-02 has registered a compounded annual rate of growth (CARG) of 7.48%
and 7.53% respectively. As against the aforesaid All India compounded annual rate of
growth, cement consumption and market share of the Satna Cluster, in which JAL plants
are located, have witnessed an appreciable increase as under:
Major Market 1996-97 2003-04

Total Cement % of market Total Cement % of market
Consumption share of Satna Consumption share of Satna
(Million MT) Cluster (Million MT) Cluster
Uttar Pradesh 7.39 67.58 14.76 69.16
Madhya Pradesh 4.26 30.25 5.57 47.91
Bihar 2.50 13.31 5.16 22.41
Total 14.15 25.49
(Source: JAL)
It may be observed that consumption in the aforesaid market has registered an average
annual growth of 11.5%. It is expected that the markets in Uttar Pradesh, Bihar and Nepal
will grow by 10 percent while Madhya Pradesh will grow by 5%. Accordingly, the supply
deficit in the cluster is projected to increase to 1.6 million TPA in 2003-04, 3.12 million TPA in
46
2004-05, 4.7 million TPA in 2005-06 and 6.45 million TPA in 2006-07. With the additional
capacity of JAL scheduled to be fully available from FY 2005 onwards, it will be ideally
placed to benefit from the improvement in market conditions.
JAL primarily caters to markets in Uttar Pradesh, Bihar, Madhya Pradesh and Nepal (these
markets respectively accounted for 48.8%, 8.5%, 22.8% and 5.9% of JAL’s total cement
sales during FY 03-04) and hence it can be expected that in comparison to other
manufacturers in the same region, JAL stands to gain significantly both in terms of market
share as well as profitability since its capacity increase by way of enhancement of
existing facilities as also reduction in power cost upon setting up the captive power units
will make it more competitive. Currently, it enjoys a market share of 18.3% in the State of
Uttar Pradesh and 14.2% in the State of Madhya Pradesh. In Bihar, the company has a
market share of approx. 12%.
Growth in Cement Production in the Satna cluster
15.3 15.9
16
15.0
13.6 13.7 15.7
14 15.2
13.2 14.1
12 12.8
10
Million
8
MT
6 Installed
4 Capacity
2
0
1999-00 2000-01 2001-02 2002-03 2003-04 Cement
YEAR Production
Installed Capacity vis-à-vis Expected Demand
The installed capacity in the Satna Cluster vis-à-vis its likely share in expected demand,
based on expected consumption in Uttar Pradesh and Bihar at a growth rate of 10% and
5% growth rate of consumption in Madhya Pradesh during the next 3 years (2004-05 to
2006-07) excluding JAL's incremental capacity under development is projected as under:
(Figures in ‘000 MTs)

Sr. Description 2004-05 2005-06 2006-07
No.
1. Installed capacity in Satna Cluster 16,300 16,300 16,300
2. Likely share of Satna Cluster in expected 18,022 19,609 21,347
demand
3. Surplus / deficit vis-à-vis installed capacity -1,722 -3,309 -5,047
4. Surplus / deficit as % of installed capacity -10.56 -20.3 -30.96
(Source: JAL)
Thus, there is likely to be a shortfall in production of 5.05 million TPA, corresponding to
about 31.80% of the existing capacity.
47
JAL’s strategy to maintain and enhance its leading position within the Indian cement
sector:
Key Strategies
Facility Expansion
The cement division is undergoing a multi-pronged capacity expansion plan to 7.0 million
TPA, largely through upgrading of the facilities at its existing units
Clinker production to increase from 13,900 TPD to 16,900 TPD
Thermal Energy consumption across Jaypee Cement is 690 Kcal per tonne
Power Consumption across Jaypee Cement is below 85 units per tonne of cement
produced
The setting up of two captive power units for the cement division has achieved
substantial progress and shall result in significant production synergies for Jaypee Cement
and result in an overall lower cost of production.
3rd Captive Power plant (Exp C.O.D in Oct’05) will bring the power cost across Jaypee
Cement below Rs 3 per unit 1 million TPA grinding unit at Tanda near Faizabad UP is
being commissioned at flyash pond of NTPC to source flyash at zero cost. Locational
advantage shall accrue perpetual savings by logistics control.
Increasing Customer Focus
Jaypee Cement continues to be client focused and is extremely sensitive to their

requirements in the rapidly changing face of the markets.
48
Power Generation
The Indian Electricity Scenario
The all India installed capacity of electric power generating stations under utilities was
112,058.42 MW as on 31.3.2004 consisting of 29,500.23 MW hydro based, 77,968.53 MW
thermal based and 2,720 MW nuclear and 1,869.66 MW wind based.
A capacity addition target of 5,202.34 MW consisting of 3,765 MW of Hydro and 1,437.34

MW of thermal was envisaged for the year 2003-04. As against the aforesaid capacity
addition target, only a capacity addition of 3,951.62 MW consisting of 2,590 MW of hydro
and 1,361.62 MW of thermal was achieved. The energy requirement in 2002-03 was
5,45,674 MU, of which only 4,97,589 MU were available, leaving a shortfall of 8.8%. While
the peaking requirement was 81,492 MW in 2002-03, a peak demand met was only
71,547 MW, leaving a shortage of 12.2%. Power generation in 2003-04 was 558134 MU.
The 16th Electric Power Survey (EPS) carried out by the Central Electricity Authority has
projected a peak demand of 1,15,705 MW and an energy requirement of 7,19,097 MU by
the end of 10th Plan while the requirement by the end of 11th Plan has been projected as
9,75,222 MU and 1,57,107 MW respectively. Accordingly, during the 10th Plan period a
capacity addition of 55,158 MW is required. However it is likely that a capacity addition
of only 41,110 MW would be feasible during the period having regard to the financial
condition of the power utilities and the level of preparedness of projects. The effort is to
close the deficit by the end of the 11th Plan to ensure “ Power for all by 2012”.
Power Infrastructure in India
Generating Capacity as on 31.03.04

Hydro
25.0%
Wind
1.7%
Nuclear
2.5%
Thermal
70.8%
Total 112,058.42 MW (* In addition Captive capacity of about 25,000 MW)

(Source: Ministry of Power website)
Sector-wise Installed Capacity
Private Sector Central Sector

11% 30%
State Sector
59%
49
Power Supply Position

Power Shortages (%) Peak Shortages (%)
20.5
18.0
13.0 12.2
7.3 11.5 7.8 8.8
1992-93 1996-97 2000-01 2002-03

Power development - projections for next ten years
Target to add more than 100,000 MW by year 2012 and 41,000 MW planned by 2007
157107 Peak Requirement (MW)

115705
81492
975
719
545
Energy Requirement (BU)
M ar .'03 M ar .'07 M ar .'12
(Source: 16th Electric Power Survey)
Projected Energy Demand (million units)

State / Year 2004-05 2006-07 2011-12
Northern Region 192,847 220,820 308,528
Western Region 200,269 224,927 299,075
Southern Region 171,258 194,102 262,718
Eastern Region 62,601 69,467 90,396
North-Eastern Region 8,090 9,501 14,061
Total 635,065 718,817 974,778
(Source: Crisinfac)
Projected Peak Demand (MW)

State / Year 2004-05 2006-07 2011-12
Northern Region 31,017 35,540 49,674
Western Region 31,386 35,223 46,825
Southern Region 27,337 31,017 42,061
Eastern Region 10,771 11,990 15,664
North-Eastern Region 1,601 1,875 2,789
Total 102,161 115,645 157,013
50
(Source: Crisinfac)
Potential for Hydropower development
The Indian power system requirement had been assessed to need a hydropower and
thermal/nuclear power-mix in the ratio of 40:60 for flexibility in system operation
depending on typical load pattern. The present ratio is 25:75, which needs to be
corrected immediately to meet peak load requirements as well as system and frequency
stability. Hydropower is clean power having no pollution ramifications during operation
and it is most cost effective option - free from inflation linked to fuel consumption.
Although it is effective tool to counter large variations between peak and off peak
requirements and frequency variations, the Hydro share in global power generation has
reduced from 21% to 17.1% as evident by the chart below:
N ucle ar
1973 Gas Nuclear 2000
3.3% Hydro Gas
12.1% 1 6 .9 %
21.0% Oil 1 7 .4 %
O il 7 .9 %
24.7% O the rs **
0.7% Hydro
1 7 .1 %
Others **
C oal Coal
1 .6 %
38.2% 3 9 .1 %
The estimated hydro potential in the country is 1,50,000 MW (corresponding to 84,044 MW

at 60% load factor) out of which only 27,010 MW amounting to 18% of the total potential
has been harnessed.
Despite hydroelectric projects being recognized as the most economic and preferred
source of electricity, the share of hydropower has declined in India steadily. At the time
of Independence, the share of hydro in the total installed capacity was around 37%
which continued to rise, crossing 50% in the year 1963. The share of hydro, however,
started declining thereafter. Until the late seventies, the share of hydro remained above
40%, considered to be the ideal hydrothermal mix for meeting the demand in an efficient
manner. However, ever since the eighties, the share of hydro has started declining
sharply and at present, the share of hydro constitutes only about 25% of the overall
installed capacity of the country. The graph below shows the trend over the years
67% 59% 54% 60% 71% 75%
41% 46% 40%

33% 29% 25%
'50 '60 '70 '80 '90 2003

Hydro Thermal + Others
51
Faced with growing mismatch between hydro and thermal power, the Government is
emphasizing more on development of hydropower generation. The target for 10th five-
year plan is 14,393 MW, which is higher than 13,666 MW developed during last four 5-year
plans.
20000 +
Actual Target
14393
3812 3828 4538

2873 2427
1057
IV V VI VII VIII IX X XI
5 year plans
JAL entered in to the business of power generation through hydel-power project SPVs. Its
(though separate subsidiaries) 300 MW Baspa – II project has already commenced
operations in June 2003, while the 400 MW Vishnuprayag Hydel Project is expected to be
operational by December, 2006. The works in respect of 1,000 MW Karcham Wangtoo
Project are expected to commence in FY 2004-05 and the project is expected to be
commissioned in 2009.
The Energy & Resources Institute (TERI) had been commissioned to estimate the demand-
supply gaps in the northern region of the country. TERI has provided Demand-Supply
analysis for future years in respect of the states in the Northern Region viz. Delhi, Haryana,
Punjab, Rajasthan and Uttar Pradesh. A summary of the same is presented hereunder:
Year Energy Available Energy Peak Energy Peak

Existin Future UAS* Total Peak Requirem Load Surplus / Surplus /
g (MU) (MU) (MU) (MW) ent (MU) (MW) (Deficit) (Deficit)
(MU)
Delhi
2003-04 19,865 0 2,448 22,313 3,348 20,897 3,508 6.77% (4.57%)
2005-06 20,469 1,151 2,739 24,360 3,655 23,003 3,862 5.90% (5.36%)
2007-08 20,511 4,125 3,201 27,838 4,177 25,233 4,236 10.32% (1.40%)
Punjab
2003-04 27,701 435 1,119 29,256 5,391 31,544 5,800 (7.25%) (7.07%)
2005-06 28,005 1,555 1,314 30,874 5,689 34,680 6,378 (10.98%) (10.81%)
2007-08 28,215 11,096 1,660 40,970 7,549 38,153 7,017 7.38% 7.58%
Haryana
2003-04 12,656 2,709 1,061 16,426 2,645 22,787 4,335 (27.91%) (39.00%)
2005-06 12,762 6,839 1,147 20,747 3,340 26,000 4,947 (20.20%) (32.47%)
2007-08 12,791 10,583 1,432 24,806 3,994 29,666 5,644 (16.38%) (29.24%)
Rajasthan
2003-04 23,481 1,748 1,187 26,416 4,049 27,756 4,660 (4.83%) (13.10%)
2005-06 23,582 6,514 1,187 31,283 4,795 30,233 5,075 3.47% (5.53%)
2007-08 23,521 13,389 1,187 38,097 5,839 32,974 5,535 15.54% 5.48%
52
Uttar Pradesh
2003-04 34,855 299 2,250 37,404 5,390 48,591 7,796 (23.02%) (30.86%)
2005-06 34,882 4,111 2,250 41,242 5,943 52,968 8,508 (22.14%) (30.15%)
2007-08 34,822 5,260 2,250 42,388 6,765 57,280 9,201 (18.03%) (26.47%)
Total
2003-04 118,558 5,191 8,065 131,815 20,823 151,575 26,099 (13.04%) (20.22%)
2005-06 119,700 20,170 8,637 148,506 23,422 166,884 28,770 (11.01%) (18.59%)
2007-08 119,860 44,453 9,730 174,099 28,324 183,306 31,633 (5.02%) (10.46%)
*UAS: Unallocated Share
From the above it can be observed that:

During 2003-04, with the exception of Delhi, the other states experience an energy deficit
(13.04%), while the peak energy deficit experienced in all the above states is (20.22%).
With incremental capacity additions, Delhi, Punjab and Rajasthan are expected to
become energy surplus by 2007-08 while Haryana and Uttar Pradesh will continue to be
energy deficient.
Total energy and peak deficits in these states are likely to be 9,207 million units (5.02%)
and 3,309 MW (10.46%) respectively However, except for Punjab and Rajasthan, other
states will continue to remain deficient in respect of meeting the peak energy
requirement.
In 2007-08, energy as well as peak deficit for these states is expected to be at 5.025 and
10.46%
Incremental capacity likely to be added during the period up to 2007-08 would be

25.53% of the total estimated generation. Even a delay in respect of 25% of the
envisaged capacity addition will result in total energy deficit almost doubling the
projected figure of 5.02%.
It can be observed from the above that power deficit is likely to continue in the northern
region over the next five year period. The deficit is likely to get accentuated in the event
the commissioning of the capacity under construction / under planning gets delayed.
Hydel power projects are economical and competitive in the long run. Power Purchase
Agreements for Baspa-II and Vishnuprayag Hydel Projects have been entered into with
Himachal Pradesh State Electricity Board and Uttar Pradesh Power Corporation Ltd.
respectively. A Memorandum of Understanding (MoU) has been entered into with PTC for
sale of entire power in respect of the Karcham Wangtoo Project.
Further, the enactment of the Electricity Act, 2003 is expected to greatly benefit
competitive power producers, with its emphasis on power trading and open access to
transmission. The power sector reforms are expected to be pursued further, providing
incentives to the State Electricity Boards to improve their operating and financial
parameters, and also simultaneously introduce private sector participants in the
transmission and distribution chain.
53
VII STOCK MARKET DATA
Pursuant to the Scheme of Amalagamtion of erstwhile Jaiprakash Industries Limited, with

Jaypee Cements Limited the name has been changed to Jaiprakash Associates Limited
w.e.f 11th March 2004.
Shares of the erstwhile Jaypee Cement Limited were not listed on any of the Stock
exchanges as it was not a listed Company.
However, trading of the Shares of the Merged Entity i.e. Jaiprakash Associates Limited
commenced on the Stock Exchanges w.e.f 14th June, 2004. Therefore, the Share Market
data of JAL is reproduced from 14th June, 2004.
High and low prices quoted on BSE and NSE from 14th June, 2004 to 30th June, 2004 is as
follows:
BSE
Date of High(Rs) Volume Date of Low(Rs.) Volume on Average(Rs.)
High on date Low date of low
of High
June 14, 117.00 832974 June 24, 73.45 545441 95.23
2004 2004
NSE
Date of High(Rs) Volume Date of Low(Rs.) Volume on Average(Rs.)
High on date Low date of
of High low
June 14, 116.80 2201698 June 24, 73.65 1119016 95.23
2004 2004
♦ Market Price on 29th June, 2004 (Working day following the Board Meeting approving
the Debt issue)
Rs.
Date BSE NSE
Open High Low Close Open High Low Close
29.06.04 102.05 105.04 97.50 98.85 104.00 105.35 97.15 98.75
Volume on
the date 923997 2538024
54
VIII MANAGEMENT DISCUSSION & ANANLYSIS OF THE FINANCIAL STATEMENT FOR THE
LAST TWO FINANCIAL YEARS:**
Profit & Loss Account:
(Rs. in crores)
For Year Ended 31st March, JAL JAL(Consolidated)
2003 2004 2003 2004
Total Income (Net of 2,767.27 2,735.77 2558.07 2873.84
changes in stock)
Construction Revenue 1,682.08 1,607.55 1442.38 1435.18
Cement Sales 988.17 996.07 988.10 996.02
Sale of Power -- -- -- 295.31
Hotel Revenue 9.45 10.13 58.77 67.66
Dividends & Other Income 87.56 122.02 68.82 79.67
Increase / (Decrease) in 2.05 1.59 2.05 1.59
Stocks
Operating Expenses 1,622.50 1,418.54 1440.26 1292.24
Excise Duty 164.63 176.68 164.63 176.68
Personnel Expenses 90.09 89.00 95.62 99.82
Selling & Distribution 179.50 211.09 179.50 211.85
Other Expenses 161.77 242.80 159.51 265.11
EBDITA 550.83 599.25 520.60 829.73
Depreciation 108.25 127.12 117.71 208.08
Interest 205.31 204.65 214.64 339.29
Profit Before Tax 237.27 267.48 188.25 282.36
Provision for Tax
Current Tax 13.58 33.49 13.60 39.24
- Deferred Tax 111.52 64.25 113.18 67.99
Profit After Tax 112.17 169.74 61.47 175.13
Cash Profit 331.94 361.11 179.18 383.21
Earnings Per Share 6.45 9.63 3.54 9.94
Cash Earnings per Share 18.84 16.85 10.17 21.75
** JAL came into existing on merger of Jaiprakash Industries Limited with Jaypee Cement
Limited pursuant to the scheme of amalgamation w.e.f. 1st April, 2002 hence financial
data of the merged entity for last two year only are given hereinabove.
Turnover and Cash profits of the JAL are to the tune of Rs. 2,767.27 crores and Rs. 331.94
crores respectively for FY 2002-03. For FY 2003-04, the same stood at Rs. 2,735.77 crores
and Rs. 361.11 crores respectively. JAL ranks amongst Top Listed Corporates in the
Country in terms of turnover as well as cash profits.
The Net Profit and Cash Profit of the merged entity for FY 03-04 are of the tune of Rs.
169.74 crores and Rs. 361.11 crores respectively.
55
During the FY 2003-04, total turnover was lower than in the previous year. However,
EBDITA margin has improved to 21.90% compared to 19.90% in the previous year,
contributing to the improvement in profitability.
Balance Sheet
(Rs. in crores)
As on 31st March, JAL JAL(Group Consolidated)
2003 2004 2003 2004
Gross Block 2,355.80 2517.04 2591.85 4405.15
Accu. Depreciation 827.77 931.24 871.08 1054.80
Net Block 1,528.03 1585.80 1720.77 3350.35
Capital Work in Progress 243.53 682.97 2162.50 1235.16
Investments 697.98 754.27 12.53 25.23
Deferred Tax Asset 57.22 5.10 76.52 21.91
Current Assets, Loans & 1928.25 1760.18 1932.04 1956.18
Advances
Current Liabilities 1402.32 1292.34 1351.56 1332.88
Net Current Assets, Loan 525.93 467.84 580.48 623.30
and advances
Unsecured Loans 193.76 173.15 193.98 198.37
Secured Loans 1532.94 1843.06 2907.58 3430.96
Deferred Tax Liability 396.79 408.92 431.57 444.95
Equity 176.22 176.22 176.22 176.22
Reserves & Surplus 760.30 899.20 746.04 872.93
Misc. expenditure not w/o 7.32 4.57 62.50 49.77
Net Worth 929.20 1070.85 859.76 999.38
Secured Loans/Net Worth 1.65 1.72 3.38 3.43
JAIPRAKASH ASSOCIATES LIMITED confirms that:
1. There have been no unusual or infrequent events or transactions, since the date of
the Auditors Report contained herein.
2. There are no significant economic changes that materially affected or are likely to
materially affect income from continued operations.
3. There are no known trends or uncertainties that have had or are likely to have a
material adverse impact on the revenue or income from continuing operations.
4. There have been no changes in the activity of the Issuer which may have had a
material effect on the statement of profit / loss for the last five years.
Material Development:
In the opinion of the Jaiprakash Associates Limited, since the date of the last financial
statement disclosed in the Shelf Information Memorandum, there have been no
circumstances that materially and adversely affect or are likely to affect the trading or
profitability of the issuer, or the value of its assets, or its ability to pay its liabilities, within the
next twelve months.
56
Corporate Governance:
The Company complies with Corporate Governance as applicable to listed Companies
and has constituted the committees such as Audit Committee, Shareholders / Investors
Grievance & Share Transfer Committee and Remuneration Committee.
57
IX FINANCIALS OF GROUP COMPANIES PROMOTED BY PROMOTERS

Financial Information of promoters group Companies as on 31st March, 2003
(Rs in Lacs)
Sl. Name of the Nature of Total Sale/ Profit before Profit after Paid up Reserves Net Worth EPS for Book
No Company Activity Income Tax tax Capital and the Value per
Surplus year share
Rs
1 Jaypee Technical
Ventures Consultancy
Limited 2,953.28 566.22 112.02 7,370.23 3,886.86 11,242.39 3.39 127.26
2 Jaiprakash Engineering
Enterprises and
Limited ($) Construction 5,761.47 688.89 399.61 267.00 920.31 1,187.31 14.97 44.47
3 Jaypee Hospitality
Hotels
Limited ($) 10,178.29 371.24 203.86 5,549.00 5,118.88 8,128.35 0.37 14.65
4 Jaypee Hospitality
Greens
Limited 495.64 (865.25) (865.25) 7,004.14 - 4,843.89 - 5.34
5 Jaiprakash Power
Hydro- Generation
Power
Limited* 46,000.06 43,106.31 - 9.37
6 Jaiprakash Powe
Power Generation
Ventures
Limited* 25,500.00 25,419.78 - 9.97
7 Jaypee Powe
Karcham Generation
Hydro
Corporation
Limited* 5.00 (22.00) -
8 JIL Powe
Information Generation
Technology
Ltd 629.06 8.72 64.50 829.02 - 654.75 0.78 7.90
9 Gaur & Negi Information
Limited** Technology
& Marketting 102.09 1.70 0.36 10.65 8.27 18.90 3.38 177.46
10 Siddharth Information
Utility Private Technology
Limited & Marketting 952.82 (1,179.32) (1,179.32) 2,307.20 (3,802.80) (1,495.60) -
11 Ironwill Investment
Holdings
Private
Limited 14.33 14.26 13.14 1.01 (518.26) (517.25) 130.10 -
12 Ironwill Investment
Investments
Private
Limited 1.27 1.03 0.95 1.01 (19.74) (18.73) 9.41 -
13 Delhi Foams Investment
Private
Limited** 1.49 1.43 1.32 1.00 (29.50) (28.50) 132.00
14 Avantika Investment
Rasayan
Private
Limited 3.12 1.26 1.16 1.00 31.96 32.96 11.60 329.60
15 Acura Investment
Technocraft
Industries
Private
Limited 2.88 1.73 1.14 1.29 127.14 128.43 8.84 995.58
58
16 Essjay Investment
Enterprises
Private
Limited 50.39 40.15 38.38 18.00 123.81 141.81 21.33 78.80
17 Mum Investment
Engineers
Private
Limited** 4.20 0.07 (0.49) 42.24 34.32 76.56 - 181.25
18 Apar Builder Investment
Private
Limited** 3.53 2.83 1.76 35.50 23.06 58.56 4.96 164.96
19 Orphic Investment
Imports &
Exports
Private
Limited 3.25 2.54 1.58 26.05 31.36 57.41 0.61 22.04
20 SP Farms Investment
Private
Limited 0.64 0.54 0.54 2.06 24.54 26.60 5.13 242.65
21 Jaiprkash Investment
Exports Pvt.
Limited 2.77 2.57 2.37 1.15 (11.34) (10.19) 20.54
22 Sunshine Investment
Detective &
Securities
Private
Limited 0.38 0.14 0.13 1.00 (37.49) (36.49) 1.30
23 Luckystrike Investment
Financiers
Private
Limited 4.50 2.73 1.81 1.18 117.66 118.84 15.40 1,011.40
24 Aadarshila Investment
Developers
Private
Limited** 1.90 0.61 0.32 1.03 108.32 109.35 31.19 10,657.89
25 Hicon Investment
Packaging
Private
Limited** 5.31 (3.14) (3.14) 1.96 40.72 42.68 3,978.10
26 Sudershan Investment
Properties
Private
Limited 1.24 0.85 0.45 28.05 (52.31) (24.26) 0.16 -
27 Patahk Investment
Associates
Private
Limited 0.09 (0.19) (0.19) 3.38 9.47 12.85 38.01
28 Mega Investment
Properties
Private
Limited 2.64 0.14 0.13 1.01 38.42 39.43 1.29 390.40
29 SRMB Dairy Investment
Farmings
Private
Limited** 2.07 (1.89) (2.00) 2.11 76.47 78.58 3,724.17
30 Peartree Investment
Enterprises
Private
Limited 37.48 3.83 3.83 27.00 83.72 110.72 1.42 41.01
31 Pac Pharma Investment
Drugs &
Chemical
Private
Limited 2.59 (0.20) (0.20) 1.00 (20.14) (19.14) - -
59
32 Eposil Plast Investment

Private
Limited 1.64 (1.54) (1.54) 1.43 4.57 6.00 - 52.31
33 Pratique Investment
Advertising
&
Consultants
Private
Limited** 0.61 0.39 0.24 1.00 0.54 1.54 24.23 154.00
34 Angad Investment
Growth Firm
Pvt Limited 0.54 0.29 0.27 1.00 4.23 5.23 2.69 52.30
35 Sparton Investment
Growth
Fund Private
Limited 0.37 0.09 0.06 1.00 8.13 9.13 0.60 91.30
Investment
* Project under implementation / Construction stage.
** Paid up value per share is Rs. 100/-
$ Listed Companies
Companies at Sr. No. 11 to 35 are basically investment Companies of the

promoters and their family members.
60
X CAPITAL ISSUES MADE DURING LAST THREE YEARS BY THE COMPANY UNDER THE
SAME MANAGEMENT
Jaiprakash Associates Limited
The Company has allotted 17,62,16,981 Equity Shares in the ratio of 1:1 to the
shareholders of erstwhile Jaiprakash Industries Limited pursuant to its scheme of
amalgamation with the Company. The subscribed equity capital of the company after
giving effect to the above Scheme is Rs.176.22 crores divided into 17,62,16,981 Equity
Shares of Rs.10/- each fully paid-up.
Listed Ventures of Promoters:
(a) Jaiprakash Enterprises Limited
The Company originally known as Uttra Rasayan Udyog Limited (URL), was incorporated
on 14-4-1978 and its name was changed to Jaypee Chemicals Limited on 14-2-1985. The
Allied Construction Company Limited was amalgamated with Jaypee Chemicals Limited
on 13-1-1986 and the name of Jaypee Chemicals Limited was changed to JAIPRAKASH
ENTERPRISES LIMITED on 13-5-1988.
Issue Details Issue Size (Rs. in crores) Time of Issue

Public Issue of Equity Shares 0.306 October, 1980
of Rs. 10/- each at par
URL made the issue to set up the project for manufacturing of Malathion Technical at
Sikandrabad Industrial Area, Distt. Bulandshahr (U.P.) wherein no projections regarding
sales and profitability were made.
As per the Delhi Stock Exchange’s Daily Quotations List, share was last traded on
23.09.2000 @ Rs.23/- per share.
(b) Jaypee Hotels Limited
Issue details Issue size(Rs. in crores) Time of Issue

Issue of 27,000,000 Equity 67.5 April 1993
shares of Rs.10/- each at a
premium of Rs.15/- per share to
the existing Shareholders of the
Company (both Equity and
Preference), Jaiprakash
Industries Ltd. and Jaiprakash
Enterprises Ltd. and employees
of Jaypee Hotels Ltd. and
Associate Companies
61
JHL made the issue with the object to finance the cost of constructing, equipping and
furnishing of 5-star deluxe hotel cum Convention Centre at Agra and for capital
expenditure and long term working capital requirements (the said objects were
achieved). The projections of sales and profitability were made as follows: -
Year Projecte Actual Varianc Projected Actual Net Varianc

d Sales Sales e Net Profit Profit e%
%
1993 25.00 26.68 6.72 4.75 4.93 3.79
1994 38 33.88 (10.84) 14.50 8.77 (39.51)
1995 43 33.75 (21.51) 16.00 4.69 (70.68)
As per the Stock Exchange, Mumbai (BSE) during last six month high price of the shares
was Rs. 25.70/- on 10th May, 2004 and Low Price of the shares was Rs. 15.05/- on 24th June,
2004.
62
XI BASIS FOR ISSUE PRICE
Issue is based at par and interest has been benchmarked based on the credit rating of
the company, current market scenario and the financials of the Company.
63
XII OUTSTANDING LITIGATIONS OR DEFAULTS
Outstanding litigations pertaining to Jaiprakash Associates Limited
Contingent liabilities not provided for as on March 31, 2004:
Contingent Liability not provided for in respect of:
(a) Outstanding balance of Bank Guarantees (Previous Year Rs. 573,42,47,484/-) Rs. 901,95,24,045
Margin Money Paid against the above (Previous Year Rs 27,80,93,569/-) Rs. 48,80,56,285
(b) Corporate Guarantees:
(i) for Term Loans, NCDs and Deferred Payment Guarantees from Financial
Institutions/Banks to Jaiprakash Hydro-Power Limited (subsidiary Rs.1057,46,98,954
company) [Previous Year Rs.1077,10,13,836/-]
(ii) for Term Loans from Indian Overseas Bank to Jaypee Hotels Limited Rs. 45,50,00,000
(subsidiary company) [Previous Year 42,62,50,000/-] Rs. 16,00,00,000
(iii) for Term Loans from ICICI Bank to Jaypee Hotels Limited (subsidiary
company) [Previous Year Rs.6,30,00,000/-] Rs. 20,01,47,945
(iv) for Term Loan from Punjab National Bank to Jaiprakash Power Ventures
Limited (subsidiary company) [Previous Year Rs.20,82,57,844/-] Rs. 1,66,69,77,273
(v) for Rupee Term Loans and Foreign Currency Loans from Power Finance
Corporation Limited to Jaiprakash Power
(c) Ventures Limited (JPVL)] (subsidiary company) [Previous Year Rs. 304,71,04,907
Rs.100,54,70,100/-]
Claims against the Company not acknowledged as debts (Previous Year Rs

8,02,80,126/-)
(d) Outstanding Letters of Credit (Previous Year Rs.31,25,53,900/-) Rs. 50,82,32,918
Margin Money against the above (Previous Year Rs.4,49,98,480/-) Rs. 4,68,24,085
(e) The Company has imported Capital Goods under Export Promotion Capital
Goods Scheme [EPCG], where-under the Company is required to fulfill export
obligation/deemed exports to the extent of 3.6 times the CIF Value of Imports
upto 2010-2011. The liability aggregating to Rs. 34.80 Crores ( Previous Year
Rs.36.10 Crores) may arise alongwith interest in the event of non-fulfilment of
export obligation.
(f) The Madhya Pradesh Government through the Collector, Rewa issued a notice
raising a demand on account of change in the conversion factor for
calculation of Royalty on Limestone raised upto July, 1996 in respect of Jaypee
Rewa Plant. The Company has contested the demand and the Hon’ble Rs. 5,83,64,425
Madhya Pradesh High Court has stayed the demand [Previous Year
Rs.5,83,64,425/-]. Amount deposited under protest Rs.2,33,45,768/- [Previous
Year Rs.2,33,45,768/-].
(g) Trade Tax rebate of 25% on sale of Cement manufactured with fly ash
purchased from U.P. has been disputed by the U.P. Trade Tax Department
[Previous Year Rs.35,04,66,387/-]. The Hon’ble High Court at Allahabad
disposed the Writ Petition on 29.01.2004 in favour of the Company. The
Department has thereafter filed SLP in the Hon’ble Supreme Court of India,
which has been admitted and an interim order has been passed that pending Rs. 45,49,44,677
disposal of the SLP, [i] the Department shall not take any step to encash the
Bank Guarantees amounting to Rs.16,69,36,481/- [Previous Year
Rs.25,86,34,597/-] and [ii] granted interim stay for refund of amount deposited
under protest Rs.16,73,31,838/- [Previous Year Rs.9,18,30,271/] with the
Department.
64
(h) The Government of U.P. has imposed Entry Tax on Cement @ 2% on value of
the goods w.e.f. 16.05.2003. This was challenged by the Company in the
Hon’ble High Court at Allahabad and was decided in favour of the Company.
However, the Order of the Hon’ble High Court has been challenged by the Rs. 6,79,51,832
Department in the Hon’ble Supreme Court of India, the decision of which is
awaited. The Company has deposited Rs.3,49,51,832/- under protest.
(i) Bihar Sales Tax under appeal.[Previous Year Rs.2,07,47,730/-] Rs. 1,71,20,206
(j) Excise matters under appeal [Previous Year Rs.95,19,645/-] Rs. 44,78,110
(k) U.P. Trade Tax under appeal [Previous Year Rs.23,13,661/-] Rs. 32,70,909
(l) Entry Tax under appeal [Previous Year Rs.19,88,497/-] Rs. 34,99,928
(m) Income Tax matters under appeal in respect of Assessment Year 2001-02 Rs. 19,81,69,225
Outstanding litigation as on March 31, 2004
A. Criminal Cases
1. There are 12 criminal cases pending before various courts and forums including
District Court at Chamoli and the Indore High Court. These cases have been filed
for various reasons which interalia include theft, cheating, rash and negligent
driving. The aggregate amount involved is approximately Rs. 1,600,000/-.
2. Further JAL has filed a case for misappropriation of the Accounts against Shri D.
Sinha of Tala Project and a Charge Sheet has been filed by the police in the
Court of Chief Metropolitan Magistrate, Kolkata. The amount claimed by the
Company in the matter is Rs.5,33,281.25.
B. Motor Claim Cases
1. There are 77 cases pending before various motor vehicle tribunals and the claims
in these cases have been filed for various reasons which interalia include claims
made for damage caused to property and accidents resulting due to death of
the victims. The aggregate amount involved is approximately Rs. 30,000,000/-.
C. Monopolies Restrictive Trade Practices Cases
1. There are three cases pending before the pending before the MRTP Commission,
situated at New Delhi. The details of these cases are as follows:
This case was filed by the Directorate General (I&R) against the Cement
Manufacturers Association & Or wherein JIL is Respondent No. 16. A notice of
Enquiry was issued by the Hon’ble Commission on the application of the
Directorate General that the Respondents’ Cement Companies including JAL
have unreasonably increased the cartelisation between the period February 1990
to August, 1990. This matter is pending yet pending before the Commission.
This case was filed by S.S. Mokha & Anr. against Cement Manufacturers
Association & Ors wherein erstwhile J.P. Cement Limited (now JAL) is Respondent
No. 9. Notice of Enquiry was issued by the Hon’ble Commission on the application
of the Complainant that the Respondents’ Cement Companies including JAL
65
have unreasonably increased the cartelisation between the period July 2000 to
December, 2000. This matter is pending yet pending before the Commission.
This case has been filed by Shree Cements Ltd. & Ors against the erstwhile JIL
(now JAL wherein JIL is Respondent No. 3. The Hon’ble Commission has
terminated the Enquiry vide its order dated 3.12.2001.
D. Labour Cases
1. There are 77 cases pending before various courts and forums including Labour
Courts situated at Rewa and Lucknow. These cases have been filed for various
reasons which interalia include compensation claimed for the death of workmen
due to accidents caused at the work place, reinstatement with full back wages
and cases for the payment of wages. The aggregate amount involved is
approximately Rs. 4,689,600/-.
2. Further for the period April 1990 to February 2001, for Rewa Plant, proceedings
under the sections 7Q and 14 B of the Provident Funds Act are under process for
damages and interest amounting to Rs. 86,030/- in aggregate.
3. Further the period September 1997 to December 2000, for Bela Plant,
proceedings under the sections sections 7Q and 14 B of the Provident Funds Act
are under process for damages and interest involving Rs. 72,000/- in aggregate.
F. Contract Labour Matters
Two complaints have been filed under Section 24 of CL (R&A) Act, 1970.
G. Arbitration cases
These cases are pending before various courts and forums which interalia include
Madhya Pradesh Arbitration Tribunal, Bhopal. The details of some of these cases
are as follows
The erstwhile JIL has made a claim for an amount of Rs.336,876,473/- which is
pending at Madhya Pradesh Arbitration Tribunal, Bhopal.
The erstwhile JIL has filed various claims amounting to Rs.334,577,800/- which is
pending before the Madhya Pradesh Arbitration Tribunal, Bhopal.
JAL has made another claim on account of stoppage of work for a sum of
Rs.57.31 crores upto June 1994 and the said case is pending for cross-examination
of the Company’s second witness. An additional claim subsequent to June 1994
was filed for a sum of Rs. 15,98,342.77 per month. The Company has also claimed
past, pedentlite and future interest @ 19.5% p.a. on the awarded amount.
JAL has made a claim for a sum of Rs. 0.53 lacs. In the present case, an affidavit
of the Company’s witness has been filed. In the meanwhile the learned Sole
Arbitrator, Shri J.M. Shrivastava passed away on 11.2.2004 and a request for the
appointment of another Arbitrator is pending. An additional claim subsequent to
December 1994 was filed for a sum of Rs. 9,395/- per month. Past, pedentlite and
future interest @ 19.5% p.a has also been claimed on the awarded amount.
66
JAL has filed a claim on account of stoppage of work for a sum of Rs. 15.62 crores
upto June 1994 and the said case is pending for cross-examination of the
Company’s second witness. Further an additional claim subsequent to June 1994
was filed for a sum of Rs. 15,283.45 per month. The Company has also claimed for
Past, pedentelite and future interest @ 19.5% p.a on the awarded amount.
The Company has further made another claim for a sum of Rs.0.47 lacs KINDLY
CONFIRM THE AMOUNT] for recovery of payment made for the first installment of
the lump sum payment for the items care and diversion of river during
construction. The Company has also claimed for Past, pedentelite and future
interest @ 18% p.a on the awarded amount.
The Government of Uttar Pradesh has filed an appeal in the High Court at Nainital
against the award passed in favour of JAL for reimbursement on account of
increase in minimum wages. The said award was for an amount 0.35 crores,
which included an Award, plus cost plus interest minus payment received which
was made by the Rule of the Court on 16.7.1984.
Arbitration Cases for various claims filed by JIL of Rs.19.901,878/- are pending at
Madhya Pradesh Arbitration Tribunal, Bhopal. A Counter Claim for an amount of
Rs.2,03,08,556/- has been filed by the Department against the erstwhile JIL is still
pending.
The Company has filed this case to appoint an Arbitrator to decide the dispute
regarding the encashment of the Bank Guarantees furnished for the release of
Hypothecated equipment. The lower Court has directed the LR to appoint an
Arbitrator. However, the Government has filed an appeal before the High Court,
Nainital, which is still pending.
2 cases are pending before the Court at Tehri challenging the award made by
the Arbitrator in favor of the Company in respect of Agreement No.1/TDC-1/77-78
for reimbursement on account of increase in the minimum wages of the
employees of JAL. The total amount of the order is Rs.2.21crores.
There is another case pending before the Nainital High Court. In this case, the
award in favour of JAL for a sum of Rs.0.50 crores (Award plus cost plus interest)
was made The case is yet to be listed for final disposal at Nainital High Court.
The Government has filed an appeal before the High Court at Nainital against
the Award of Rs.0.07 crores passed by the Arbitrator in favour of JAL.
THDC has filed an appeal which is pending before the High Court at Nainital
against the Award of the Arbitrator in favor of JAL for the payment for extra lead
in disposal of excavated material for a sum of Rs.0.44 crores (Award and interest).
There are two cases pending before the High Court, Nainital against the Award
of Rs.0.83 crores (Award plus cost plus interest) which was passed in favour of JAL.
The Award was made by the Arbitrator on account of reimbursement of refund
of excess interest recovered on advance payments, delay in making payments
67
of intermediate bills and increase in minimum wages The said case pending
before the Nainital High Court.
There are two cases pending for final arguments in the High Court, Nainital for
the refund of Rs.0.08 crores (Award plus cost plus interest) of Sales-tax recovered
from the bill.
The Government has filed an appeal before the High Court against the order of
the Lower Court for appointing the Arbitrator to decide the dispute regarding the
encashment of Bank Guarantee for release of hypothecated equipment is
pending in the High Court. The case is yet to be listed in the Nainital High Court.
H. Civil Cases
2 land related cases have been filed against JAL (formerly known as JIL) wherein the
plaintiff has challanged the purchase of a plot of Land by JAL and in the other, JAL
has been accused of encroaching the land of one Mr. Prem Singh. Both the matters
are pending.
One matter regarding compensation for damage caused to the house of the
claimant due to underground and tunneling work at Chamera-II site is pending.
JAL (formerly known as JIL) has filed 3 cases against Power Corporation Uttaranchal
seeking an injunction. In two of the three suits, JAL has sought mandatory injunction
against the recovery of the bill amount, which is more than the actual. In the third
case JAL has sought a temporary injunction against the threat of Power Corporation
to disconnect the electricity connection, in case of non-payment of arrears.
JAL (formerly known as JIL) has filed a case against THDC for a sum of Rs. 2,70,00,000/-
for the Transit Fees of rip-rap material for the Dam obtained from Asena Quarry. The
said case is pending before the Nainital High Court.
A claim of Rs.17 lakhs has been filed by the Company regarding the reimbursement
of the Royalty charges paid for extraction of sand in respect of SC 8.1 of Special
Conditions of Contract Agreement which is pending at NHDC, Narmada Nagar.
Case No. 52,53,54,55,56,57, 58/A-67/93-94 dated 27.11.2001 for refund of fine

imposed on non payment of Royalty on Sand Extraction for Rs.26,280/- are pending
at District Magistrate Court Khandwa.
I. Sales Tax Matters
One sale tax matter is pending involving the proposal of a refund of approximately
Rs. 5,500,000 million to JIL for the assessment year 2001-2002. The Notice for re-
assessment and show cause has already been forwarded.
JAL has filed a claim of Rs.13,700,000 million which is pending before the Indore High
Court Bench. The case is in relation to the reimbursement of commercial tax in
respect of GC 45.2 of General Conditions of Contract Agreement.
68
The Company has filed an appeal against the order of the Assistant Commissioner,
Commercial Tax, regarding tax on imported steels. The said appeal has been filed by
JAL for an amount of Rs.5,600,000 at Commercial (Sales-tax Tribunal Bhopal).
Five cases are pending in the Courts/Tribunals in U.P. regarding Sales Tax involving Rs.
3,283,000.
Five cases are pending before the Commercial Taxes Tribunal, Deputy. Commercial
Appeal & High Court of Madhya .Pradesh. regarding Sales Tax, MPCT, CST, Entry Tax
and Niraykar involving an amount of Rs. 3,211,853/-.
An Appeal has been filed for the year 1991-92 and the same is pending before the
Appellate Tribunal . For the year 1991-92 a regular Assessment Order under Section 12
(3) of KST Act, 1957 was passed by the Assessing Officer. Revisional Authority
reopened the case under Section 21 of the Act for which a notice was issued. An ex-
parte order was passed by the Revisional authorities against which an appeal was
filed and the same was allowed and the case was remanded to the Revisional
Authority for fresh disposal. Thereafter the Revisional Authority passed the ex-parte
order. Once again the Appeal is pending in the Karnataka Appellate Tribunal
against the said order. The tax levied in the present case is Rs.2,567,086/-.
An Appeal has been filed by for the year 1993-94 is pending before the Karnataka
High Court. For the year 1993-94 a regular Assessment Order under Section 12 (3) of
KST Act, 1957 was passed by the Assessing Officer. Since certain points were not
considered, hence an Appeal Petition was filed in the Office of the First Appellate
Authority. The Appeal was allowed and the case was remanded back to the
Assessing Officer. Since the Assessing Officer errored while recomputing the turn
over, an application for rectification was filed. The Assessing Officer rejected the
Application and endorsement was issued accordingly. Against the endorsement, an
Appeal was filed and the same was allowed. After the second Appeal was allowed
the Revisional Authority initiated the proceedings and passed the ex-parte order by
modifying the Assessment Order. The additional Tax for Rs.20,43,748/- was levied
against the said order. The Appeal is pending in the High Court of Karnataka.
WCT @ 2% is to be deducted/deposited by JSS i.e. Rs.25,62,896/- as such the balance

tax due was Rs.90,00,697/-. Out of this a sum of Rs.49,52,800/- has been deposited by
DD No.130821 dated 23.6.2003. The balance tax due of Rs.40,47,897/- is to be
deposited. The Sales-tax proceedings are going on.
J. Compensation Cases
One compensation case has been filed against a Director of JAL (formally known as
JIL) for a claim of Rs. 31,000/- for the death of a cow and buffalo.
Four compensation cases are pending before the High Court at Shimla. In one of the
matter, persons seriously injured in an accident involving the truck of JIL have been
awarded compensation of Rs. 4.2 lacs. The same has been challenged by United
India Insurance Co. In the connected matter, the injured who were awarded
69
compensation of Rs. 420,000/- lacs havechallenged the award for enhancement of

the awarded amount to Rs. 2 million
HPSEB has filed a recovery suit against JAL (formerly known as JIL) for an amount of
Rs. 18,75,527/- with costs and interest for the damage caused to HPSEB store and
machinery due to the collapsing of the store retaining wall of JAL.
15 compensation cases of Rs. 4,900,000 (7,600,000 ) have been filed against JIL. In
two cases, the claimant was not working with the contractor where he suffered injury.
In one matter the claimant got injured due to a personal fight with another labour.
All dues were paid to him but he has filed a claim for Rs. 200,000/-. In another matter,
the death took place outside the project area but a claim of Rs. 400,000 has been
filed.
K. Excise duty & service tax
1. There are 71 cases pending before various courts and forums which include
Commissioner CEX, CEGAT, New Delhi and Mumbai, Assistant Commissioner,
C.E.X., Satna. These cases have been filed for various reasons which interalia
include CENVAT on capital goods and inputs, rejection of eligibility of capital
goods, MODVAT on capital goods and inputs. The aggregate amount involved in
all these pending cases is approximately Rs. 101,127,691/-.
L. Writ Petitions
A Public Interest Litigation has been filed against JAL (formerly known as JIL)
before the High Court situated at Nainital for various reliefs which interalia include
that JAL be directed to stop construction work as the same would be harmful to
the environment and that the erstwhile JIL had started construction of a Motor
Marg without obtaining requisite permission from the relevant authorities.
However this case has not been listed.
JAL has further filed a Writ Petition in the High Court of Nainital against the
demand of Rs. 700,000/- raised by the Government for payment of royalty on
stone obtained from excavation done for foundation of the building. The said
Writ Petition is pending before the Nainital High Court.
JAL has filed a Writ Petition for lower rate of TDS is pending in the High Court of
Sikkim.
Another writ petition has been filed by the erstwhile JIL against DDA challenging
its demand for 50% unearned increase, amounting to Rs. 2 crores approximately,
in respect of vesting of properties in the company.
A Writ Petition is pending before the High Court of Sikkim for lower rates on the Tax
Deducted at Source.
Trade Tax pertaining to U.P. and Uttaranchal (Lakhwar Project)
There are 10 cases pending in relation to the payment of Trade Tax in the State of
Uttar Pradesh. These cases are pending and they involve an mount of Rs.
2,054,170.78. Out of the 10 cases 7 cases have been filed by erstwhile JIL against
70
the Commissioner for the liability of Trade Tax on sale of rock bolts, Chain Link
Fabric and the liablility of trade tax on the transfer of right to use the equipments
given by JIL to J.P. Hotels. The other 3 cases have been filed by the Commissioner
against the erstwhile JIL.
Further in one case THDC has filed an appeal before the High Court at Nainital
for revision of Lower Court order in favour of JAL regarding liability of Trade Tax on
machinery taken from THDC on rental basis.
M. Share Related Cases Of JAL
1. 188 cases relating to shares of JAL are pending before various Courts in all over
India.
N. Consumer Court Matters
There are 59 matters that are pending against JAL before various Consumer
Forum all over India.
In one of these matters, a consumer complaint had been filed by the

Complainant before the District Consumer Forum for damages of Rs. 1.70 lacs
along with interest @ 18% per annum. An appeal is pending before the State
Commission Lucknow, to set aside the order of the District Consumer Forum of
dismissing the complaint.
O. Insurance Claims
Nine claim cases are pending with the Insurance Company involving insurance of
vehicles/machinery involving claims of approximately Rs.1,400,000 approximately
and four claim cases involving personal accidental insurance are pending involving
claims of approximately Rs. 2,700,000 approximately.
Five Insurance claims are pending with the Insurance Company involving claims of
approximately Rs. 1,700,000. These claims interalia included claim due to death by
accident.
The Claim has been filed by Shri.Gyani Ram for a sum of Rs.3,00,000/- on 7.9.2003.
The Claim involves Motor Policy regarding Tata Hitachi UH-181 for a sum of
Rs.1,150,000/- dated 11.02.2003.
Mr. Rakesh Kumar has filed an insurance claim pertaining to the Waknaghat and the
same has been registered Claim No. 2004/21. The claim amount involved is Rs.
1,93,654/-.
One insurance case which pertains to Waknaghat site was filed by Late Shri Randhir
Singh on 19.7.2003 which has been registered as Claim No. 2004/47. The claim
amount involved is Rs.5,00,000/-. This case is being processed by Insurance Section
H.O.
P. Taxation matters
71
An Application under Section 35 of Income-tax Act is pending before Deputy

Commissioner, Bhopal for reduction in Tax Deducted at Source. The same is yet
pending before the relevant authorities.
JIL has filed three cases which are pending before the High Court at Shimla for
charging of passengers tax on the buses carrying the staff to and fro from their
place of residence to their work sites and for levying goods tax on Dimper and
Dozes etc.
Appeal for the year 2000 – 2001 for Rs.51,040/- on the turn over of Annapurna Sale
has been filed and is pending.
The Special Investigation Branch had surveyed and seized books of account of
erstwhile JIL and the proceedings of the same are pending.
Proceedings against notice from AETC Chamba for misuse of RC is pending.
Proceedings against notice for re-assessment for the year 1993-94, 1994-95 from
AETC Chamba is pending.
Appeal of JIL and Hyudai before Additional Commission, Shimla is pending. The
approximate demand is Rs.1.5 lakhs.
Refund of Rs.63 lakhs from Excise and Taxation Department, H P is pending.
An Application under Section 35 of the Income - Tax Act is pending before

Deputy Commissioner, Bhopal for the reduction in TDS.
An Appeal for imported material is pending before the Tribunal Commercial Tax,
Bhopal.
Proceedings against notice from ACCT regarding liability of entry tax for the year
2000-2001 and 2001- 2002.
One sales tax barrier case going on in Delhi.
Q. Recovery Suits
1. There are 5 recovery suits pending before various courts and forums. The details of
2 of the 5 cases is as follows:
In these two cases JIL is seeking recovery of approximately Rs. 2.6 crores in
aggregate from Sardar Sarover Narmada Nigam Ltd. and the Government of CE
[ Please provide the Full form of CE] respectively. In the first of the two cases,
where JIL offered a fixed amount of rebate, rebate was calculated by Sardar
Sarovar Narmada Nigam Ltd. at 11% of the value of the work, thus taking
escalation as well as increase in tender amount in to account. The 2nd matter
relates to payment for pre-cooling of concrete.
Twenty money recovery suits involving Rs. 74.50 lacs approximately in aggregate
along with interest @ 18% per annum are pending before various Courts and
Consumer Forums against Jaiprakash Associates. Of these, eight cases have
72
been filed for recovery for damages caused due to inferior quality of cement
supplied.
2. Ten money recovery suits have been filed by Jaiprakash Associates, which are
pending before the various Courts involving Rs.116.20 lacs approximately along
with interest @ 18% per annum.
R. Miscellaneous Cases
JAL has filed a case against the villagers of Chain, Lambagarh and Ravigram
who had obstructed the roads leading to various work sites, disrupting the
transportation of project vehicles and causing damage to vehicles/equipments
of JAL. A Stay has been granted by the court in this case.
JAL has further filed a case against one Mr. Bhopal Singh for creating obstructions
in the construction work of the project and also for disobeying the order of the
Court.
In another matter, JAL had received wrong electricity bills and notice had been
issued by the department to disconnect the electricity supply. Stay was granted
against disconnection of electricity UPCL went in appeal but no relief has been
given to UPCL by the High Court at Nainital.
There are 8 cases filed by erstwhile JIL (now JAL) against UJVNL and are pending
before the High Court situated at Nainital. These cases have been instituted on
account of the assessment of theft of electricity as alleged by the Uttar Pradesh
State Electricity Board. The total amount involved in these cases is approximately
Rs. 21,822,889. Further in 5 of the 8 cases JAL has furnished Bank Guarantees for
the half the amount involved in the said cases as per the interim orders passed by
the High Court.
HB Stockholding has filed an Appeal challenging the order of the Hon’ble High
Court of Allahabad sanctioning the Scheme of Amalgamation for hiving off of
the cement business to its wholly owned subsidiary. The said appeal is pending
before the Division Bench of Allahabad High Court.
In another case HB Stockholding filed its objections to the scheme of

amalgamation of JIL with Jaypee Cement before the Allahabad High Court . The
Company has filed its reply to the objections raised. HB Stockholdings has further
filed an application requesting the Court to summon the records of the dispatch
of notices for the meeting of 29.3.2003 (is this the same meeting as that of the
creditors and shareholders dated 26.3.2003) alleging that the meeting was not
held properly. The erstwhile JIL is in the process of filing its reply. The Chairman
appointed by the Court has already submitted the proceedings of the meetings
and his affidavit before the Court confirming proper convening and holding of its
meeting.
HB Stockholdings has filed an appeal before the Allahabad High Court against
the order passed by the Company Law Board in favor of JAL. The said order
passed by the CLB was made pursuant to a petition made by JAL in accordance
with Section 163(3) of the Companies Act praying for directions to supply a copy
of Register of Members.
73
HB Stockholdings has further filed two suits and one contempt petition before the
Delhi High Court against the erstwhile JIL. In the two suits filed , HB Stockholding
sought stay of the 18th and 19th Annual General Meeting respectively of the
erstwhile JIL on the ground that the accounts of the Company for the year 2000-
2001 were not corrected. Due to absence of the counsel of HB Stockholdings on
the date of hearing of the case, the matters came up for hearing after the
Annual General Meeting of the erstwhile JIL was held. The Delhi High Court
passed an Ex Parte Ad Interim injunction restraining the Company from
implementing or acting upon Resolution No.1 (Relating to adoption of Balance
Sheet of the Company) and Resolution No.9 (relating to investment in the equity
of subsidiary Company). On receiving the Ex Parte Ad Interim Injunction, the
erstwhile JIL approached the Hon’ble Delhi High Court for vacation of the same
while noting the fact of the absence of Counsel for HB Stockholding in spite of
service of notice of the party. The Delhi High Court was pleased to allow the
company to carry on its day to day business including statutory obligations and
investments by the company.
In another matter, TCSL has filed a case, regarding fake shares of the Company
being pledged with TCSL. The same is pending before the Court at Calcutta. In
this matter an application of the Company is also pending before Delhi High
Court.
M/S Cemmco has filed a winding up petition against JIL before the Lucknow
Bench of the Allahabad High Court.
SEBI has carried out an investigation into the allegations of violation of takeover
regulation by the promoters and persons acting in concert.
JAL has filed a case before the High Court of Allahabad challanging the
notification issued by the UP Government appointing a one man Commission for
Enquiry in respect of the JAL's Taj Expressway Project, proceedings as well as the
Report of the Enquiry Commission.
One Smt.Vandhana Agarwal has filed a case against erstwhile JIL which is
pending at a Consumer Production Cell for a sum of Rs.500,000 in relation to the
non receipt of claim amount.
One Mr. Bhola Singh has filed a case against erstwhile JIL at CJM Court at New
Tehri in relation to the death of horse of the Claimant due to accident caused at
the Asena Quarry.
Case has been filed by Ms. Meenu Jain and Ors. against the erstwhile JIL at
Muzaffar Nagar Court before the ADJ. In this matter vehicle of the Claimant was
hit by trailer of JIL involving the death of 2 persons.
One matter is pending before the Allahabad Tribunal in U.P. involving Rs. 2.37
lacs. Two matters are pending before the High Court at Jabalpur and
Chhatisgarh respectively regarding Sales Tax, CST and Niraykar involving Rs.
1,55,56,000/-. In one matter, a writ has been filed challenging the Niraykar for the
period 1.5.1997 to 20.5.1997 and in the other matter conditional stay has been
74
granted for exemption of CST on coal purchases from SECL, Chhatisgarh. Bank
Guarantees have been submitted to SECL.
JAL had filed a case for permanent injunction against the encashment of a Bank
Guarantee for Rs. 0.33 crores which was furnished for the release of
hypothecated equipment in Delhi. This case has now been transferred to the
Dehradun Court and the Court has granted a temporary injunction in this case.
JAL had filed a case pertaining to the encashment of a Bank Guarantee for
Rs.1.24 crores which was furnished for release for hypothecated equipment. The
lower Court has granted permanent injunction in favour of the Company.
However, the Department has filed an appeal in the High Court, Nainital, which is
pending.
JAL has filed a case for the encashment of Bank Guarantee for Rs. 4.06 crores
which was furnished against security deposit and adhoc advance. The lower
Court has granted permanent injunction in fvour of the Company. However, the
Department has filed an appeal in the High Court, Nainital , which is pending.
[A claim of Rs.81.86 crores invoking Bank Guarantee submitted by M/s Jaiprakash

Hyundai Consortium against retention money and performance security to Satluj
Jal Vidyut Nigam Ltd. Shimla is pending in the Delhi High Court.
Litigation/Disputed cases under Dispute Review Board (Local Body as per

contract)
A Claim filed by erstwhile JIL of Rs.245.99 crores under extension of time and costs
is pending.
A Claim filed by erstwhile JIL of Rs.143.42 crores for productivity loss is pending.
Miscellaneous claims filed by JIL for Rs.120.30 crores
Outstanding Litigation involving the Group Companies of JAL
1. JIL Information Technology Limited ("JPITL")
Bank Guarantee has been given in favour of Governor of Uttar Pradesh through Trade
Tax Officer, NOIDA for an amount not exceeding Rs.50,000 against security for Sales Tax
Registration.
Margin money paid against the same is Rs.50,000 by way of Fixed Deposit, excluding
interest thereon.
Outstanding litigation as on March 31, 2004.
NIL
2. Jaiprakash Power Ventures Ltd. ("JPVL")
75
NIL
NIL
3. Jaypee Karcham Hydro Corporation Ltd. ("JKHL")
Nil
NIL
4. Jaypee Hotels Limited (" JHL")
Contingent Liabilities not provided for in respect of :-
Outstanding Bank Guarantees furnished by the bankers on behalf of the Company

(secured by Cash Margin Rs.0.55 Lacs and FDR with Banks Rs.22.68 Lacs) Rs.212.61
Lacs
Amount payable to UTI on premature redemption of Debentures, amount not

determinable.
Cases filed against JHL
A. Criminal Cases
There are four criminal cases filed against JHL and/or its employees pending before the
Patiala House, Delhi. In one of the above mentioned four cases, a criminal complaint
was filed by Crime Branch of Delhi Police against the Company and two of its employees
alleging negligence at the time when a fire broke out in the hotel premises in January,
1986. In another case an employee Jayper Siddharth whose fingers were cut while
working in the bakery has filed a case against Supervisors/Offices of the Company. The
other two cases have been filed against two employees of JHL for rash and negligent
driving, causing injuries in one case and death in the other.
B. Labor Cases
There are eight labour cases filed by the workers of JHL against JHL alleging their
termination as illegal. The same are pending before the Tis Hazari Courts and
Karkardooma Courts at Delhi.
76
C. Civil Suits
There are few cases that have been filed by Mussorie Development Authority/District
Authority against JPL before JRM, Mussorie in relation to the payment of property tax on
hotel property, scavenging tax and conversation of forest.
Two Licensors of the shopping premises of one of the hotels namely JVC of the Company
have filed two suits against JPL for the restoration of their premises and rights of
licence/lease after renovation of the said hotel. These cases have recently been
transferred from the High Court of Delhi to the District Court.
Cases filed by JHL
A. Civil suits
1. JPL has filed six suits for recovery of approx. Rs. 30 lacs from various parties like
Modiluft Tours & Travels, Span Tours & Travels, CWN Entertainments (P) Ltd., UVI
Holiday Ltd., DESU (DVB) Ltd. The said cases are pending before the Tis Hazari
Courts, Delhi.
B. Writ Petitions
JPL has filed a writ petition against the orders of assessment of the property tax in respect
of two of its hotels i.e. JVC & JS. Both the writs are pending at the High Court of Delhi.
JPL has filed a suit against Government of NCT of Delhi for the enhancement of amounts
of compensation in lieu of the acquisition of a small piece of land of JS.
5. Jaiprakash Enterprises Limited ("JEL")
Corporate Guarantee(s) against Mobilisation Advance: 3,28,00,000
Counter Guarantee(s) given to Banks & others in respect of Guarantee(s) furnished by

Banks: (FDR held for Rs. 3,35,000/-
Corporate Guarantee(s) against performance of contract: 40,99,000
Cases filed against JEL
A. Income Tax Cases
The Income Tax Department has raised certain Income Tax demands for the assessment
years 1984-85 to 1999-2000 to the extent of Rs.35, 247,965 /-. However, an amount of
Rs.19, 890,839/- has been adjusted/recovered by the Department as Tax Deducted at
Source. For the balance amount of Rs. 17,548,253/-, the matters are pending before the
Income Tax Appellate Tribunal.
77
6. Jaypee Greens Limited ("JGL")
Contingent Liabilities not provided for in respect of :-
Outstanding Bank Guarantees furnished by the bankers on behalf of the Company

(secured by Cash Margin Rs.0.55 Lacs and FDR with Banks Rs.22.68 Lacs) Rs.212.61 Lacs
(Previous Year Rs.252.59 Lacs)
Amount payable to UTI on premature redemption of Debentures, amount not

determinable.
Cases filed against JGL
A. Civil Suits
A recovery suit has been filed by one Mr. Jagrit Khaitan against JGL for the recovery of
Rs.53,000/- paid as Membership Fees. The same is pending for arguments before the
District Court at New Delhi.
There has been a case filed by Sterling Holiday Resorts India Limited (SHRIL) against
Greater Noida Industrial Development Authority (GNIDA) and JGL as the Second
Party, for reinstatement of their leasehold rights on JGL land and in the alternative for
a compensation of Rs.800 million be given to SHRIL. Further SHRIL has also sought that
the Ex SHRIL members be treated as members of Jaypee Green Golf Resort. The said
case is pending before the District Court at Greater Noida.
B. Labor Matters
There are 110 Reconciliation cases been filed by Ex-Sterling Employees against JGL and
the same are pending before the Assistant Labor Commissioner, Noida.
C. Cases under the Monopolies Restrictive Trade Practices
There have been certain cases instituted against JGL by the Ex-employees of SHRIL
Members seeking directions for the Ex-SHRIL Members to be treated as members of the
Jaypee Greens Golf Resort and declare that JGL has been involved in Restrictive Trade
Practices. Certain cases have further been filed to restrain JGL from admitting any new
member till the final decision on the matter. The said cases are pending before the MRTP
Commission, New Delhi.
Cases filed by JGL
A. Motor Accident Claims
There have been two separate cases filed for compensation against JGL in a case
wherein a company jeep met with an accident at Dadri on its way back from Gaziabad
and three persons died on the spot. The Motor Accident Claims Tribunal at Gaziabad has
exempted JGL of any liability and has decided that the liability of compensation lies only
78
on the Insurance company. A similar application has been filed before Motor Accident
Claims Tribunal at Meerut by JGL to avail exemption from liability on the same grounds as
was decided upon by the Motor Accident Claims Tribunal at Gaziabad.
B. Injunction
JGL has filed two suits against the Ex-Sterling Employees seeking permanent injunction to
hold Dharna/ Demonstration within a distance of 500 meters. The Courts have already
granted a temporary injunction for the said purpose. The said cases are pending before
the District Courts at Gautam Budh Nagar,
79
XIII RISK FACTORS AND PROPOSALS TO ADDRESS THE RISK
Internal Risk Factors
Risks Related to Construction Contracts
The hydro-power projects involve substantial river bed works (barrage and dams, etc.)
and underground works (tunnels, power houses, etc.) and therefore carry the risks
associated with floods in the river and adverse geological conditions. The law and order
problem may also cause concern depending on the location of the project. Typically,
the bids are made including the expected inflation factor. Thus, the risk of increase in
prices of inputs is, to an extent, mitigated. With over three decades of involvement in
execution of hydro-electric power projects works JAL has imbibed adequate experience
to deal with and manage these risks. Further, stoppage of works due to instructions of
employer or due to reasons beyond the control of the contractor would typically lead to
payment of stoppage charges to the contractor, which would be over and above the
contract prices. The contracts specify the quantum and nature of work to be carried out
by the contractor. Any increase in the scope of work beyond the specifications due to
factors such as geology, would be compensated by the contractors for an additional
consideration.
Contract Payment Risk
In view of the fact that JAL typically takes up large size construction contracts of sizes
over Rs. 500 crores which requires large scale mobilization of man power, machinery and
material, the timely receipt of payments from the client is critical. Generally, the contract
terms involve payment of advance for mobilization while the balance amount is linked to
the physical progress of the project. JAL restricts its interest to those projects, which have
the budgetary outlay / sources of finances tied up (i.e. financial closure achieved), thus,
minimizing the risk of delays in payment. The outstanding receivables of JAL (other than
Iraq project receivables) of JAL vis-à-vis its construction division turnover over the last 3
years have been as under:
(Rs. in crores)
YE 31st
March 2002 2003 2004
Gross Revenue 1,599.72 1,766.26 1718.63
Receivables* 178.27 254.82 246.87
Debtors (months) 1.3 1.7 1.7
* excluding Iraq Projects dues.
Implementation of Growth Strategies
In order to take an advantage of the opportunities arising in the infrastructure sector, JAL
has embarked on a multi-pronged growth strategy, which includes inter-alia:
Setting up hydro-electric power projects on Build-Own-Operate basis;
Increasing the manufacturing capacities of the cement units;
Entering the field of civil construction of railway tracks.
80
JAL has successfully demonstrated its expertise in the field of civil engineering and
construction of river valley and hydro-electric power projects. As an extension of the
same, it has taken up development of its own power projects having regard to existing
demand-supply and source-wise power generation imbalances in the country. JAL has
experienced manpower in this specialized field with requisite expertise in implementing
such projects. It has already successfully implemented the 3x100 MW Baspa-II hydro-
electric project in Himachal Pradesh in spite of various difficulties including a difficult
terrain and interruptions like the flash floods, at a competitive cost. It has already
achieved substantial progress in respect of implementation of its 400 MW Vishnuprayag
Hydro-electric project with the entire debt component tied up and commissioning
expected within the envisaged time frame. The success in implementation of these
projects is on account of JAL’s vast experience and in-house capabilities in the design
and engineering of hydel projects, commitment shown by JAL by way of bringing in its
envisaged equity contribution in a timely manner for the above projects and the
confidence placed in its abilities by the lending community.
The cement division is undergoing a capacity expansion, which will take its capacity to 7
million TPA. The expansion includes upgradation of the facilities at its existing units and
setting up of 1 million TPA grinding unit at Tanda in UP. The funds required for the program
have already been tied-up and the scheme expected to be completed by September
2004.
The program for the setting up two captive power units for the cement division has also
achieved substantial progress and fund requirements for the same have already been
tied-up. The 25 MW unit at Jaypee Puram started trial run from Nov. 2003 and fully
stabilised production from May 2004 and second 25 MW coal based captive thermal
plant is scheduled for commissioning in September 2004.
Subsidiary Investments
JAL’s investments include its holding Jaypee Hotels Ltd. (JHL) and Special Purpose
Vehicles (SPVs) formed for implementation and operation of 300 MW Baspa-II and 400
MW Vishnuprayag Hydro-electric projects.
JHL's operations have been profitable and Baspa-II Hydro-electric project has already
achieved successful commencement of commercial operations. The Vishnuprayag
Hydro-electric project is also in an advanced stage of implementation and is expected
to be commissioned within the envisaged time frame i.e. by December, 2006. Both the
projects are competitive in terms of capital cost per MW of installed capacity and firm
power purchase agreements with minimum guaranteed returns on equity are already in
place. In order to further enhance the competitiveness of tariff, JHPL has embarked on
debt swapping program to reduce the interest cost in respect of Baspa-II project by
taking advantage of present low interest scenario and substantially improved risk
perception of the project.
The gap between the demand and supply of power is expected to continue in the
northern region for many more years, which will ensure adequate off-take of power from
these units, thus providing steady returns to JAL in the form of dividends.
81
Litigation against the Company and group Companies
Litigation against the company and the group companies alongwith the management
perception to mitigate the same is given in Clause XII titled as "Outstanding Litigation or
Default" herein below.
External Risk Factors
General Economic Conditions
The Indian Economy is expected to grow at over 6% p.a. in the medium term. The growth
is envisaged to be driven by investments in infrastructure, aimed at de-bottlenecking the
transportation sector and achievement of sufficient and quality power at economical

prices. The housing sector in the urban and semi-urban areas has also received an
impetus. Having recognized these areas as growth drivers, Government has provided
various incentives to the players and participants in these areas. Increasing economic
activity and population is expected to increase both, per capita and aggregate, power
and cement consumption. These factors are expected to positively impact the prospects
of hydel power projects and the demand for cement, which are the thrust areas for JAL.
Risk related to rising competition
Over the years JAL’s construction division has emerged as a leader in the field of civil
engineering and construction of hydro-electric power / river valley projects in the
country. The other engineering companies involved in this sector in India are HCC Ltd.,
L& T (ECC), Continental Construction Ltd. and Gammon India Ltd. JAL enjoys CR1, the
highest contractor grading awarded by ICRA and is also placed favorably in terms of
profit margins owing to its entrenched position, focus on large size contracts (typically
with a size of over Rs. 500 crores), in-house design and engineering expertise, and the
track record of timely and successful execution of contracts. JAL also compares
favorably with other major construction firms in the country with a substantial order book
to turnover ratio. In view of the above, JAL expects to retain the major slice of the market
share even in respect of the hydro-power construction contracts to be awarded in
future.
With the existing demand-supply gap, both in terms of peak deficit as well as aggregate
energy deficit, significant capacity addition is planned in the generation sector. With a
need to correct the present hydel: thermal capacity ratio from 25:75 to 40:60 and long-
term economic attractiveness of hydel projects, JAL can be expected to bag more
construction contracts and keep its order book flowing.
Generally the civil works, electro-mechanical works and specialized works in respect of
the construction projects are covered by separate packages. However, in order to
minimize the delays resulting from interface problems between various agencies, the
construction contracts in many cases are now being awarded as a single consolidated
Engineering, Procurement & Construction (EPC) package. This necessitates formation of
consortia of various parties specializing in execution of different components. In view of
the same, JAL, whenever deemed necessary submits its bid as a consortium partner
along with other national and international players like SNC / Acres INC., SNC Lavalin /
82
Acres Transnational, GE Canada, Voith Seimens Hydro Kraftwerkstechnik GmBH & Co.
KG. etc.
The cement division comprises of over 30% of the installed cement manufacturing
capacity in the Satna Cluster, which is its natural marketing zone. JAL expects a likely
shortfall in production of cement in the Satna cluster, which would favorably impact the
cement division prospects. The setting up of the captive power units for its cement plants
in addition to steps taken by it to reduce the power consumption of the units will further
improve its competitiveness by lowering its power cost, which is one of the key inputs. The
increase in the cement manufacturing capacity to 7 MTPA by debottlenecking would
further improve the cement division's profitability.
The Government of India has taken initiative for development of huge power generation
capacity in ensuing 5 years plans with special emphasis on hydro power project
development in order to correct the Hydro Thermal Mix from 25:75 to 40:60. The segment
of hydro power E & C business become very eluring. This will lead to more and more
players coming into the business which will increase competition, changes in policies for
awarding all major EPC Contracts to ICB route would enhance, competition on global
level. Such increased competition may result into reduced margins.
JAL presently being well equipped including having MOU for consortium bidding would
enable it to take such competition and the rising competition should not make a dent on
JAL's profit and turnover.
83
XIV DISCLOSURE ON INVESTOR GRIEVANCES AND REDREESAL SYSTEM :
To ensure that Investors grievances are attended to expeditiously the issuer has
appointed M/s. Alankit Assignments Limited as its Registrar and Share Transfer Agent :
Alankit Assignments Limited

2 E/8, First Floor,
Jhandewala Extension,
New Delhi 110055
Tel No. 011-51540060 - 63
Fax No. 011-51540064
Email : alankit@alankit.com
Further, investors may note that a compliance officer has also been appointed by the
Issuer and he may be contacted in case of any grievances at the following address :
Compliance Officer:
Shri H. K. Vaid
President (Corporate) & Company Secretary
JA House, 63, Basant Lok,
Vasant Vihar,
New Delhi 110057
Tel No.: 011- 26141794
Fax No.:011-26145389
Email: harish.vaid@jil.co.in
The details regarding normal time taken for disposal of various types of investors
grievances is given below:
1. Transfer/Transmission of equity shares : 30 days
2. Change of Address : 7 days
3. Issuance of duplicate share certificates : 45 days
4. Non receipt of share certificates : 7 days
5. Non receipt of dividend warrants : 7 days
6. Noting of bank mandate : 7 days
As on date there is no outstanding grievances against Jaiprakash Associates Limited from

investors/ shareholders.
84
PART II
XV GENERAL INFORMATION
Consent
Board of Directors at its meeting dated 7th June, 2004 had approved the issue of
Debentures to the extent of Rs. 500 crores and further authroised Finance Committee to
do all such acts, deeds and things in relation thereto.
M/s. M. P. Singh & Associates, the Statutory Auditors of the Issuer have their written
consent to their report being included in the form and content in which it appears in this
Shelf Information Memorandum.
UTI Bank Limited has given its written consent to act as Trustees to the issue and for
including their name in the Shelf Information Memorandum.
M/s Alankit Assignments Limited has given its consent written consent to act as Registrar
to the issue and for including its name in the Shelf Information Memorandum Registrar.
Change in Directors of Jaiprakash Associates Limited during the Last Three Years
The following Persons have been appointed and inducted into the Board as Directors
during the last 3 years.
Sr. Name of Director Date of Appointment

No.
1 Shri Rahul Kumar 30/06/2001
2 Shri Vijay Kumar Jain 30/06/2001
3 Shri Ram Bahadur Singh 30/06/2001
4 Shri D. N. Davar 21/09/2002
5 Shri B. K. Taparia 08/09/2003
6 Shri R. N. Bhardwaj (LIC Nominee) 18/03/2004
7 Shri Gopi K. Arora 18/03/2004
8 Shri S. K. Jain 18/03/2004
9 Shri S. K. Sharma 18/03/2004
10 Shri M. J. Subbaiah (ICICI Bank 23/04/2004
Nominee)
11 Shri M. S. Srivastava 30/06/2004
12 Shri Samir Gaur 30/06/2004
13 Shri Pankaj Gaur 30/06/2004
14 Shri Rakesh Sharma 30/06/2004
15 Shri S. D. Nailwal 30/06/2004
16 Shri Suren Jain 30/06/2004
17 Shri S. C. K. Patne 30/06/2004
85
The following Persons have ceased to be Directors during the last 3 years
Sr. Name of Director Date Reason

No.
1 Shri I. N. Dube 12/09/2002 Resigned
2 Shri S. P. Joshi 12/09/2002 Resigned
3 Shri S. C. Bhargava (LIC Nominee) 25/02/2004 Nomination withdrawn
4 Shri Harish K. Vaid 18/03/2004 Resigned
5 Shri Vijay Kumar Jain 18/03/2004 Resigned
6 Shri Ram Bahadur Singh 18/03/2004 Resigned
7 Shri B. K. Taparia 20/06/2004 Resigned
Change in Auditors of Jaiprakash Associates Limited During The Last Three Years
There are no changes in the Auditors of the Company in last three years.
Authority for the Present Offer

June, 2004.
Procedure and time schedule for allotment and issue of certificates.

Debentures would be allotted by Board of Directors of the Issuer and Letter of Allotment
would be issued / credited within 45 days from Deemed date of allotment and
Debenture Certificate in Dematerialised form would be issued / credited within 3 months
from the date of allotment.
Name and address :
Company Secretary Auditors:

Shri H. K. Vaid M.P. Singh & Associates
President (Corporate) & Company Secy. Chartered Accountants
JA House, 63, Basant Lok, Vasant Vihar, Address : B-8/14, Vasant Vihar, New Delhi
New Delhi 110057 110057
Tel No.: 011- 26141794 Tel No. : 011-26146892
Fax No.:011-26145389 Fax No.:011-26148150
Email: harish.vaid@jil.co.in Email id. : ravinagpal@vsnl.net
86
XVI AUDITORS REPORT & FINANCIAL INFORMATION
20th July, 2004

To,
The Managing Director,
Jaiprakash Associates Limited
New Delhi
Auditors Report for your privately placed Debentures aggregating Rs. 500 crores
Dear Sir,
We were engaged to report on the financial information of Jaiprakash Associates Limited

(‘formerly known as Jaypee Cement Limited) annexed to this report, which is required to
be prepared in accordance with the Securities and Exchange Board of India (Disclosure
and Investor Protection) Guidelines, 2000 (‘the Guidelines’), issued by Securities and
Exchange Board of India (‘SEBI’) on 19 January 2000 in pursuance of section 11 of the
Securities and Exchange Board of India Act, 1992.
The financial information is proposed to be included in the Offer Document of the

Company in connection with the issue of Secured Redeemable Non Convertible
Debentures of Rs 500 crores on a private placement basis.
We were engaged to report on the annexed statements of assets and liabilities of the
Company (after merger) as at 31 March 2004, 31 March 2003 and of erstwhile Jaiprakash
Industries Limited and erstwhile Jaypee Cement Limited (before scheme of
Amalgamation) as at 31 March 2002, 31 March 2001 and 31 March 2000 and the
annexed statements of Profit and loss for each of the years ended on those dates (‘the
summary statements’) (Annexure I).
The summary statements have been extracted from the financial statements drawn up in
confirmation with the provisions of sub section (1), (2) and (5) of section 211 and sub
section (5) of the Companies Act, 1956, audited by us.
Based on our audit of the financial statements, we confirm that:
The summary statements have been reproduced from the audited financial statements
of the respective years. The following changes in accounting policy may also be
considered, while going through the summary statements.
a. Year ended March 31, 2001

“Revenue Recognition
(i) Revenues/Incomes and Costs/Expenditures are accounted for on accrual
basis as they are earned or incurred. However, as a matter of prudence, with
effect from 1st April 2000, the retention money deducted by the clients from works
bills related to engineering contracts shall be recognized as revenue in the year in
which it is released by the client after fulfillment of contractual obligations.”
“Consequent, upon the decision stated under significant Accounting Policies

that the retention money deducted from the works bills related to engineering
87
contracts should be recognized as revenue in the year in which it is released by

the clients after fulfillment of the contractual obligations, the retention money
amounting to Rs. 41.39 crores deducted from the works bills during the year shall
be recognized as revenue in the year in which the same is released by the clients.
The revenue and profit for the year would have been more by Rs. 41.39 crores
had the previous accounting policy been continued.”
b. Year ended 31st March 2004

“Accounting for “Construction Contracts” AS-7 [Revised] has been made
mandatory for contracts entered into w.e.f. 1st April, 2003. For uniformity in
accounting, the Company has decided to follow AS-7 [Revised] for all existing
contracts also w.e.f. 1st April, 2003. Accordingly the Retention Money
aggregating to Rs. 172.37 crores consisting of Rs. 131.63 crores pertaining to
earlier years and Rs. 40.74 crores for the year ended 31st March, 2004 in respect of
existing Contracts, which was hitherto accounted for as Revenue in the year in
which defect liability period ceased on completion of the respective Contracts,
has been recognized as Revenue for the year. Had this policy not been
changed, the Gross Revenue and Profit for the year would have been lower by
Rs.172.37 crores.”
The Company’s management is responsible for the preparation of the summary

statements and the Capitalization statement. Our responsibility is to report based on the
work done.
We have performed such tests and procedures, which, in our opinion, were necessary for
our reporting to you. These procedures include comparison of the annexed financial
information with the Company’s audited financial statements.
This report is intended solely for your information and for the Company to comply with
the provision of the SEBI Guidelines and may not be suitable for any other purpose.
Yours Sincerely,
for M.P. SINGH & ASSOCIATES
Chartered Accountants
(Ravinder Nagpal)
Partner
Membership No: 81594
88
ANNEXURE I
STATEMENT OF PROFITS AND LOSSES OF JAIPRAKASH ASSOCIATES LIMITED (JAL) FOR FY

2002-03 AND 2003-04 AND JAIPRAKASH ASSOCIATES LIMITED (GROUP CONSOLIDATED)
FOR FY 2002-03 AND 2003-04
(Rs. in crores)
For Year Ended 31st March, JAL JAL (Group Consolidated)
2003 2004 2003 2004
Total Income (Excl. changes 2,602.64 2,559.09 2,393.44 2,697.15
in stock)
Construction Revenue 1,682.08 1,607.55 1442.38 1435.18
Cement Sales 823.54 819.39 823.47 819.34
Sale of Power -- -- -- 295.31
Hotel Revenue 9.45 10.13 58.77 67.65
Dividends & Other Income 87.57 122.02 68.82 79.67
Increase / (Decrease) in 2.05 1.59 2.05 1.59
Stocks
Operating Expenses 1,622.50 1,418.54 1440.26 1292.24
Personnel Expenses 90.09 89.00 95.62 99.82
Selling & Distribution 179.50 211.09 179.50 211.85
Other Expenses 161.77 242.80 159.51 265.11
EBDIT 550.83 599.25 520.60 829.72
Depreciation 108.25 127.12 117.71 208.08
Interest 205.31 204.65 214.64 339.29
Profit Before Tax 237.27 267.48 188.25 282.35
Provision for Tax
- Current Tax 13.58 33.49 13.60 39.24
- Deferred Tax 111.52 64.25 113.18 67.99
Profit After Tax 112.17 169.74 61.47 175.13
Cash Profit 331.94 361.11 292.36 451.19
Earnings Per Share 6.45 9.63 3.54 9.94
Cash Earnings per Share 18.84 16.85 16.59 25.60
89
STATEMENT OF ASSETS AND LIABILITIES OF JAL FOR FY 2002-03 AND 2003-04 AND JAL
(GROUP CONSOLIDATED) FOR FY 2002-03 AND 2003-04
(Rs. in crores)
As on 31st March, JAL JAL(Group Consolidated)
2003 2004 2003 2004
Gross Block 2,355.80 2517.04 2591.85 4405.15
Accu. Depreciation 827.77 931.24 871.08 1054.80
Net Block 1,528.03 1585.80 1720.77 3350.35
Capital Work in Progress 243.53 682.97 2162.50 1235.16
Investments 697.98 754.27 12.53 25.23
Deferred Tax Asset 57.22 5.10 76.52 21.91
Current Assets, Loans & 1928.25 1760.18 1932.04 1956.18
Advances
Current Liabilities 1402.32 1292.34 1351.56 1332.88
Net Current Assets, Loan 525.93 467.84 580.48 623.30
and advances
Unsecured Loans 193.76 173.15 193.98 198.37
Secured Loans 1532.94 1843.06 2907.58 3430.96
Deferred Tax Liability 396.79 408.92 431.57 444.95
Equity 176.22 176.22 176.22 176.22
Reserves & Surplus 760.30 899.20 746.04 872.93
Misc. expenditure not w/o 7.32 4.57 62.50 49.77
Net Worth 929.20 1070.85 859.76 999.38
Secured Loans/Net Worth 1.65 1.72 3.38 3.43
90
STATEMENT OF PROFITS AND LOSSES OF ERSTWHILE JAIPRAKASH INDUSTRIES LIMITED (JIL)

FOR THE FINANCIAL YEAR 1999-00, 2000-01, 2001-02.
(Rs. in crores)
Erstwhile Jaiprakash Industries

Ltd.
For Year Ended 31st March 2000 2001 2002
Total Income (Excl. changes in 1264.57 1651.27 1,599.72
stock)
Increase/(Decrease) in Stocks 18.40 (12.36) -
Operating Expenses 884.70 1104.71 1,002.23
Personnel Expenses 57.33 72.65 59.76
Selling & Distribution Expenses 87.75 85.65 -
Other Expenses 99.04 114.64 151.90
EBITDA 241.90 346.91 385.83
Depreciation 57.87 69.87 56.95
Interest 138.03 169.04 169.40
Add: Extraordinary Items - - (18.00)
Profit Before Tax 46.00 108.00 177.48
Provision for Tax
Current Tax 5.41 9.25 25.31
Deferred Tax - - 24.19
Profit After Tax 40.59 98.75 127.98
Cash Accruals 98.46 168.62 209.12
Earnings Per Share 2.57 6.24 7.43
Cash Earnings Per Share 6.22 10.65 12.15
Dividend - - 19.01
Dividend Tax - - 1.13
Dividend (%) - - 12%
EBITD Margin 16.99% 21.01% 24.12%
PBT/Total Revenue 3.64% 6.54% 11.09%
91
STATEMENT OF ASSETS AND LIABILITIES OF ERSTWHILE JAIPRAKASH INDUSTRIES LIMITED (JIL)

FOR THE FINANCIAL YEAR 1999-00, 2000-01, 2001-02.
(Rs. in crores)
Erstwhile Jaiprakash Industries
Ltd.
As on 31st March, 2000 2001 2002
Gross Block 1372.67 1570.96 1,101.61
Net Block 921.94 1056.44 776.07
Investments 539.07 834.49 1,035.85
Current Assets, Loan & Advances 1854.67 1881.42 1,947.59
Current Liabilities 1164.40 1381.64 1,269.32
Net Current Assets, Loan and 690.27 499.78 678.27
advances
Unsecured Loans 128.02 126.90 69.31
Secured Loan 1136.74 1272.20 1,285.88
Deferred Tax Liability (NET) - - 197.28
Equity 158.24 158.24 172.17
Reserves & Surplus 773.30 872.05 842.82
Net Worth 931.51 1030.27 1,014.99
92
STATEMENT OF PROFITS AND LOSSES OF JAYPEE REWA CEMENT LIMITED FOR FINANCIAL
YEAR ENDED 30TH SEPTEMBER 2000 (18 MONTHS) AND JAYPEE CEMENT LIMITED FOR THE
FINANCIAL YEAR ENDED 31ST MARCH 2002 (18 MONTHS).
(Rs. in crores)
Jaypee Jaypee
Rewa Cement
Cement Limited
Ltd.
For FY Ended 30.09.2000 31.03.2002
18 months 18 months
Total Income (Excl. changes in 401.21 1,001.58
stock)
Increase / (Decrease) in Stocks 2.83 (1.04)
Manufacturing Expenses 241.50 537.08
Personnel Expenses 8.13 28.04
Selling & Distribution 96.79 200.94
Other Expenses 10.52 31.21
EBDIT 47.11 202.57
EBDIT Margin 9.52% 17.01%
Depreciation - 66.27
Interest 69.08 73.62
Depreciation in respect of - 59.08@
previous years
Profit / (Loss) Before Tax (21.97) 63.39
Provision for Tax
Current Tax - --
Deferred Tax - --
Profit / (Loss) After Tax (21.97) 4.31
Cash Accruals - 129.66
STATEMENT OF ASSETS AND LIABILITIES OF JAYPEE REWA CEMENT LIMITED FOR FINANCIAL
YEAR ENDED 30TH SEPTEMBER 2000 (18 MONTHS) AND JAYPEE CEMENT LIMITED FOR THE
FINANCIAL YEAR ENDED 31ST MARCH 2002 (18 MONTHS).
(Rs. in crores)
Jaypee Jaypee
Rewa Cement
Cement Ltd
Ltd
As on 30.09.2000 31.03.2002
18 months 18 months
Gross Block 476.17 1,112.48
Accu. Depreciation 28.02 395.14
Net Block 448.15 717.34
Capital Work in Progress 5.16 11.47
Current Assets 66.95 234.52
Current Liabilities & Provisions 72.73 190.36
93
Jaypee Jaypee
Rewa Cement
Cement Ltd
Ltd
As on 30.09.2000 31.03.2002
18 months 18 months
Unsecured loans 24.67 286.26
Secured Loans 173.18 215.95
Deferred Tax Liability(NET) - 30.75
CAPITALISATION STATEMENT OF JAIPRAKASH ASSOCIATES LIMITED (JAL)
(Rs. Crs.)
Particulars Pre issue as on As Adjusted for the issue
25th June, 2004
Short Term Debt (Borrowings) 130.00 130.00
Long Term Debts 1595.28 2095.28

Total 1725.28 2125.28
Shareholders Funds
Share Capital (As per audited accounts of 176.22 176.22
31.03.2004)
Reserves (As per Audited Accounts of 899.20 899.20
31.03.2004)
Total Shareholder's Funds after taking into 1070.85 1070.85
consideration miscellaneous expenditure
Long Term Debt / Networth 1.48 1.97
94
ANNEXURE II
SIGNIFICANT ACCOUNTING POLICIES FOR THE YEAR ENDED 31ST MARCH 2004
General
(i) The accounts are prepared on the historical cost basis and on the principles of a
going concern.
(ii) Accounting policies not specifically referred to otherwise are consistent and in
consonance with generally accepted accounting principles.
Revenue Recognition
(i) (a) Construction Division: Construction Revenue/Incomes and

Costs/Expenditures are accounted for on accrual basis as they are
earned or incurred.
(b) Cement Division: Cement Sales are net of Excise Duty/Sales Tax/Trade Tax.
(ii) Time Share - Mussoorie Hotel

Advances received for Time Share Weeks are reckoned as income in equal
amounts spread over the Time Share period commencing from the year in which
full payment is received.
(iii) Escalations / Claims

Escalations/claims have been taken in the accounts on the basis of receipts or as
acknowledged by the clients.
(iv) Contract Expenses

(a) The costs that are incurred before a contract is secured are treated as
expenses for the year in which these are incurred and charged to
revenue.
(b) The costs attributable to contracts are normally identified with reference
to respective contracts. However, the costs which cannot be identified /
identifiable to a specified contract are charged to the general revenue in
the year in which such costs are incurred.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires estimates and assumptions to be made that affect the
reported amounts of assets and liabilities on the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Differences
between actual results and estimates are recognised in the period in which the results
are known/materialised.
Fixed Assets:
Fixed Assets are stated at Cost of acquisition or construction inclusive of freight, erection
& commissioning charges, duties and taxes and expenditure during construction period.
95
Depreciation:
Depreciation on Fixed Assets is provided on Straight Line Method as per the classification
and in the manner specified in Schedule-XIV to the Companies Act, 1956.
Investments:
Investments are stated at Cost, and a provision is made, where there is permanent
diminution in the value of investments where applicable. Dividend is accounted for as
and when received.
Retirement Benefits:
Retirement Benefits are provided in the books in the following manner:
(a) Gratuity and Leave Encashment on Retirement - as per actuarial valuation.
(b) Provident Fund and Family Pension are contributed as a percentage of salary /
wages.
Inventories:
(a) Stock of cement is valued at estimated cost or net realisable value, whichever is
less. Value of cement and clinker lying in the factory premises include excise duty,
pursuant to the Accounting Standard (AS-2) [Revised].
(b) The closing stocks have been valued on the basis of Weighted Average Cost
Method.
(c) Work-in-progress/Material -in-Process are valued at estimated cost.
Foreign Currency Transactions

(a) Loans repayable in Foreign Currency and outstanding at the close of the year
are expressed in Indian Currency at the rate of exchange prevailing on the date
of Balance Sheet.
(b) Transactions in Foreign Currency are recorded in the Books of Account at the rate
of exchange prevailing on the date of transaction or as provided in the
respective contracts.
Lease Rentals
[a] Operating Leases: Rentals are expensed with reference to lease terms.
[b] [i] Finance Leases prior to 1st April, 2001: Rentals are expensed with reference
to lease term.
[ii] Finance Leases on or after 1st April, 2001: The lower of the fair value of the
assets and present value of the minimum lease rentals will be capitalised
as fixed assets with corresponding amount shown as lease liability. The
principal component in the lease rental will be adjusted against the lease
liability and the interest component will be charged to Profit & Loss
Account.
Research and Development:

Revenue expenditure on research and development is charged to Profit & Loss Account
in the year in which it is incurred. Capital expenditure on research and development is
shown as an addition to Fixed Assets.
Miscellaneous Expenditure
(i) Preliminary, Share Issue Expenses are amortised over a period of ten years.
96
(ii) Deferred Revenue Expenditures incurred upto 31st March, 2003 are amortised
over a period of five years and Expenditures incurred after 1st April, 2003 will be
written-off. in the year in which these are incurred in terms of AS-26.
Expenditure during Construction Period

Expenditure incurred on projects/assets during implementation is capitalised and
apportioned to projects/assets on commissioning.
Earnings Per Share

Basic earnings per equity share are being computed by dividing net profit after tax by
the weighted average number of equity shares outstanding during the year. Diluted
earnings per equity share is computed using the weighted average number of equity
shares and dilutive potential equity shares outstanding during the year.
Borrowing Costs
Borrowing Costs that are attributable to the acquisition or construction of qualifying
assets are capitalised as part of the cost of such assets. A qualifying asset is one that
accordingly taken substantial period of time to get ready for intended use. All other
borrowing costs are charged to revenue.
Segment Reporting
Revenue, operating results, assets and liabilities have been identified to represent
separate segments on the basis of their relationship to the operating activities of the
segment. Assets, Liabilities, Revenue and Expenses which are not allocable to separate
segment on a reasonable basis, are included under “Unallocated”.
Taxes on Income
Current Tax is determined as the amount of Tax payable in respect of Taxable Income for
the year. Deferred Tax Liability is provided pursuant to Accounting Standard [AS-22].
Deferred Tax Asset and Deferred Tax Liability are calculated by applying tax rates and
tax laws that have been enacted or substantively enacted by the Balance Sheet date.
97
XVII OTHER PROVISIONS RELATING TO ACCOUNTS OF THE ISSUER COMPANY
♦ Jaiprakash Associates Limited confirms that there have been no changes in the
activity of the Issuer which may have had a material effect on the statement of
profit/loss for the last five years.
For the year ended March 31, 2003 2004

Earnings per share 6.45 9.63
Return on Net Worth 12.07 15.85
Net Asset Value per share 52.72 60.76
98
XVIII STATUTORY AND OTHER INFORMATION
a) Minimum Subscription
Pursuant to the notification no. SEBI/MRD/SE/AT/46/2003 dated 22nd December 2003

issued by SEBI minimum subscription clause is not applicable to the privately placed
debt securities.
b) Expenses of the Issue giving separately fee payable:

Trusteeship Fees: Fees for the Trusteeship shall be mutually agreed between
the parties.
Registrar and Transfer Agent Fees as may be mutually agreed between the
parties.
c) Commission/Brokerage:
Debt : Nil
d) Previous issue for cash:
Equity : Nil
Debt : Nil
e) Previous public or rights issue, if any: Nil

(during last five years) .
f) Issue of shares otherwise than on cash
Pursuant to scheme of Amalgamation as approved by the High Court all the shares of
erstwhile Jaiprakash Industries Limited got cancelled and against that 17,62,16,981equity
shares of JAL were issued to the shareholders of erstwhile Jaiprakash Industries Limited in
the ratio of 1:1.
g) Debentures and Redeemable Preferece Sharees as on 30th June 2004 is as

follows:
(a) Redeemable Preference Shares : Nil
(b) Debentures
Cement Division
70,00,000 16.5% Non-convertible Debentures of Rs.100/- 105,000,000.00

each fully paid-up in cash (Rs.85/- per Debenture Redeemed)
1,100 13.5% Non convertible Secured Debentures of 110,000,000.00

Rs.1,00,000/ each fully paid-up in cash
99
900 13.5% Non convertible Secured Debentures of 90,000,000.00


Rs.1,00,000/ each fully paid-up in cash ( Previous year Advance
Subscription against Debentures of Rs.10,00,00,000/ )

Rs.1,00,000/ each fully paid-up in cash ( Previous year Advance
Subscription against Debentures of Rs.45,91,624/ )
1,000 12% Non convertible Secured Debentures of 100,000,000.00

2,000 12% Non convertible Secured Debentures of 200,000,000.00

745,000,000.00
Construction Division
53,00,000 16.5% Non-convertible Secured Debentures of 265,000,000.00

Rs.100/- each fully paid-up in cash [Rs.50/- per Debenture
Redeemed] [Previous Year Rs.50/-]
5,00,000 15% Non-convertible Secured Debentures of 25,000,000.00
5,00,000 15% Non-convertible Secured Debentures of 25,000,000.00
50,00,000 16.5% Non-convertible Secured Debentures of 325,000,000.00
redeemed] [Previous Year Rs.30/-] 300,000,000.00
3,000 14.25% Non-convertible Secured Debentures of
Rs.1,00,000/- each fully paid-up in cash 200,000,000.00
2,000 13.75% Non-convertible Secured Debentures of
Rs.1,00,000/- each fully paid-up in cash 950,000,000.00
1,00,00,000 12% Non-convertible Secured Debentures of
Rs.100/- each fully paid-up in cash
2,090,000,000.00
g) Security for the above Debentures
Non Convertible Debenturs mentioned hereinabove together with interest, liquidated

damages, remuneation payable to the Trustees and other monies due in respect thereof
100
are secured by Legal Mortgage in English Form by way of first mortgage and charge on
the Companies property in the state of Gujarat and equitable mortgage of immovable
property and hypothecation of movables both present and future, ranking pari passu
subject to prior charge on specified movable properties created in favour of Companies
banker for working capital facilities
h) Option to subscribe
The Issuer has made depository arrangement with NSDL / CDSL for the Debentures. The
investors will have the option to hold the debentures in dematerialised form and deal
with the same as per the provisions of Depositories Act, 1996/Rules as notified by NSDL /
CDSL from time to time.
Investors desirous of receiving the debenture certificate in the dematerialised from

should mention their Depository Participant’s name, DP-ID and beneficiary account
number in the appropriate place in the application form. Debentures allotted to
successful allottee(s) having depository account shall be credited to their depository
account against surrender of letter of allotment.
In case of incorrect details provided by the investors and inability of the Registrar to
credit the Depository Account, the Debentures will be issued in physical form to such
investors.
101
XIX RELATED PARTY DISCLOSURE
Related Parties disclosures, as required in terms of “Accounting Standard [AS] 18" are given below:
Relationships
(a) Subsidiary Companies:
[i] Jaiprakash Hydro-Power Limited
[ii] Jaiprakash Power Ventures Limited
[iii] Jaypee Hotels Limited and
[iv] Jaypee Karcham Hydro Corporation Ltd.
(b) Joint Venture Company : Jaypee DSC Ventures Limited [till 03.02.04]
(c) Associate Companies::
[i] Jaypee Ventures Limited
[ii] Jaypee Greens Limited
[iii] Jaypee Industrial & Medical Services Pvt. Ltd. [w.e.f. 23.03.04]
[iv] JIL Information Technology Pvt. Ltd.
[v] Gaur & Nagi Ltd.
[vi] Indesign Enterprises Pvt. Ltd.
(d) Key Management Personnel:

[I] Shri Jaiprakash Gaur, Chairman
[ii] Shri Sarat Kumar Jain, Vice Chairman [till 11.03.04 & w.e.f. 18.03.04]
[iii] Shri Manoj Gaur, Managing Director
[iv] Shri Sunil Kumar Sharma, Managing Director [till 11.03.04 & w.e.f. 18.03.04]
Whole-time Directors:
[i] Shri Sunny Gaur
[ii] Shri Ranvijay Singh
[iii] Shri Rahul Kumar
[iv] M.S. Srivastava [till 11.03.04]
[v] Shri S.D. Nailwal [till 11.03.04]
[vi] Shri Har Prasad [till 11.03.04]

[vii] Shri Rakesh Sharma [till 11.03.04]
[viii] Shri Sameer Gaur [till 11.03.04]
[ix] Shri Pankaj Gaur [till 11.03.04]
[x] Shri R.B. Singh [till 18.03.04]
[xi] Shri V.K. Jain [till 18.03.04]
(e) Relatives of Key Management Personnel, where transactions have taken place:
[i] Shri Gyan Prakash Gaur
[ii] Shri Sameer Gaur [from 11.03.04 onwards]
[iii] Smt. Rekha Dixit
[iv] Shri Praveen Kumar Singh
[v] Shri Naveen Kumar Singh
[vi] Shri Sachin Gaur
Note: Related party relationships are as identified by the Company and relied upon by
the Auditors.
102
Nature of Transactions Referred in Referred in Referred in Referred in Referred in

1(a) above 1(b) above 1(c) above 1(d) above 1(e) above
Rupees Rupees Rupees Rupees Rupees
Income
Contract Receipts 172,36,25,995 383,23,521 7,05,44,290 - -
(239,69,87,020) (-) (12,99,22,967)
Sale of Cement 5,48,640 23,53,677 - 1,76,695
(7,41,400) (7,31,193) (-)
Service Charges - - - -
(1,71,851)
Machinery Hire Charges 41,56,57,417 - - -
(18,19,18,112)
Interest - - - -
(11,64,900)
Rent 1,28,64,000 - - -
(1,04,64,000)
Expenditure
Contract Expenses 71,50,16,277 - - -
(46,29,65,344)
Lease Rent 97,20,000 - - -
(96,00,000)
Nature of Transactions Referred in Referred in Referred in Referred in Referred in
1(a) above 1(b) above 1(c) above 1(d) above 1(e) above
Rupees Rupees Rupees Rupees Rupees
Technical Consultancy - 47,74,65,834 - -
(30,12,33,492)
Service Charges 1,33,69,907 20,38,913 - -
(1,47,46,978) (-)
Salaries & Other Amenities - - 2,09,82,522 42,64,151
etc.. (2,13,62,064) (39,28,271)
Security & Medical Services - 27,13,178 - -
Rent - 2,903 - -
Fixed Assets Purchased 97,92,000 - - -
Outstandings
Receivables
Advances to Suppliers, 54,59,17,776 1,38,17,95,176 - 1,76,695
Mobilisation Advances, (76,31,71,542) (89,70,76,024 ) (-)
Security Deposits and
Debtors.
103
Payables
Mobilisation & Machinery 84,85,41,770 - 1,68,15,805 59,223 86,323
Advances, (107,06,16,119) (24,57,097) (114,03,735) (20,223) (3,22,470)
Unsecured Loans,
Security/Earnest
Money and Creditors
Note:
1. Guarantees provided and Investments made in the Subsidiaries, Joint Venture & Associates are disclosed elsewhere in the
Notes to the Account.
2. Previous Year figures are given in brackets.
104
XX OTHER DETAILS
(a) Details of appointment, Terms and Conditions, Remuneration & Other Benefits of
the Directors.
Name & Address Directorship in other Nature of Interest in other

Companies Companies
Shri Manoj Gaur JIL Information Tech. Limited Chairman
A-9/27, Jaypee Ventures Limited Chairman
Vasant Vihar Jaypee Greens Limited Director
New Delhi- 110 057 Jaiprakash Power Ventures Ltd Director
Jaypee Hotels Ltd. Director
Jaiprakash Enterprises Ltd. Director
Jaypee Karcham Hydro Corp Ltd Director
Jaiprakash Hydro-power Ltd Director
Gaur & Nagi Ltd Chairman
Mum Engineers Pvt.Ltd. Director
Shri Sunil Kumar Sharma Jaiprakash Hydro-Power Ltd. Director

E-9/14, Jaypee Hotels Limited Director
Vasant Vihar Jaypee Greens Limited Director
New Delhi- 110 057 Jaypee Ventures Limited Director
Jaypee Karcham Hydro Corp Ltd Director
Suneha Estates Pvt.Ltd. Director
Jaiprakash Power Ventures Ltd Director
Shri Sunny Gaur Orphic Imports & Exports Pvt Ltd Director
A-9/27, Sunvin Estates Pvt Ltd Director
Vasant Vihar, Indesign Enterprisres Pvt Ltd Director
New Delhi-110057
Shri Rahul Kumar Jaypee Ventures Limited Director
B-67, Sarvodaya
Enclave, 7
New Delhi – 110001
Shri Samir Gaur Jaypee Ventures Limited Director
A-9/27, Vasant Vihar Apar Builders Pvt. Ltd Director
New Delhi 110 057 Sunvin Estates Pvt.Ltd. Director
Indesign Enterprises Pvt.Ltd. Director
Shri Pankaj Gaur Jaypee Ventures Limited Director
A-1/7, Vasant Vihar Pee Gee Estates Pvt. Ltd Director
New Delhi 110 057
Shri S D Nailwal
75, Shrestha Vihar
Delhi 110 092
Shri. Manoj Gaur, Managing Director
Shri Manoj Gaur, who was appointed as Managing Director of the Company by the
Board of Directors at its meeting held on 31st March, 2001 for a period of five years w.e.f
1st April, 2001 without any remuneration and whose aforesaid appointment was
approved by the shareholders at their Annual General Meeting held on the 26th June,
105
2002, is paid the remuneration during his remaining tenure as Managing Director, w.e.f.
the 12th March, 2004 as detailed hereinbelow
Salary:
Rs.1,50,000/- per month
Pay Scale: Rs1,50,000-20,000-3,00,000/-
Perquisites :
Perquisites which may include accommodation/ HRA, reimbursement of expenses for

gas, electricity, water and furnishings, medical reimbursement, LTC, personal accident
insurance, use of car and telephone, contribution to Provident Fund, superannuation
fund or annuity fund, gratuity payable at a rate not exceeding half a month’s salary for
each completed year of service and leave encashment at the end of the tenure etc.,
shall be allowed in addition to salary. Perquisites shall be restricted to an amount equal
to the annual salary or the amount of entitlement in accordance with Schedule XIII of
the Companies Act, 1956 as amended from time to time, whichever is less.
Shri Sunil Kumar Sharma, Managing Director
At the meeting of Board of Directors held on 18th March, 2004 Shri Sunil Kumar Sharma
has been appointed as Managing Director of the Company for a period of five years
w.e.f. the 18th March, 2004 on the following terms and conditions:
Salary:
Rs.1,50,000/- per month.
Pay Scale: Rs1,50,000-20000-3,00,000/-
Perquisites :

In the event of absence or inadequacy of profits, the aforesaid remuneration will be paid
as the minimum remuneration.
Shri Sunny Gaur, Director
At the meeting of Board of Directors held on 18th March, 2004 and subject to the
approval of the shareholders at general meeting and other approvals, as may be
required, the salary of Shri Sunny Gaur, Director of the Company was revised w.e.f. the 1st
April, 2004 for the remaining period of his tenure, i.e., upto 30.12.2004, as under:-
106
Salary :
Rs.70,000/- per month

Pay Scale : Rs.60,000-5000-75,000-10,000-1,55,000/-
Perquisites :

Shri Rahul Kumar, Director
At the meeting of Board of Directors held on 18th March, 2004 and subject to the
approval of the shareholders at general meeting and other approvals, as may be
required, the salary of Shri Rahul Kumar, Director of the Company was revised w.e.f. the
1st April, 2004 for the remaining period of his tenure, i.e., upto 29.6.2006.
Salary:
Rs.70,000/- per month

Pay Scale : Rs.60,000-5000-75,000-10,000-1,55,000/-
Perquisites:

Shri Samir Gaur, Director
At the meeting of Board of Directors held on 30th June, 2004 Shri Samir Gaur was
appointed as Additional Director of the Company. Further, Samir Gaur was appointed
as Whole-time Director of the Company for a period of 5 years w.e.f. 1st July, 2004 on the
following terms and conditions:
107
Remuneration :
Rs.70,000/- per month.
Pay Scale: Rs.60,000-5,000-75,000-10,000-1,55,000/-
Perquisites :

Shri Pankaj Gaur, Director
At the meeting of Board of Directors held on 30th June, 2004 Shri Pankaj Gaur was
appointed as Additional Director of the Company. Further, Shri Pankaj Gaur was
appointed as Whole-time Director of the Company for a period of 5 years w.e.f. 1st July,
2004 on the following terms and conditions:
Remuneration :
Pay Scale: Rs.60,000-5,000-75,000-10,000-1,55,000/-
Perquisites :

108
Shri S D Nailwal, Director
At the meeting of Board of Directors held on 30th June, 2004 Shri S D Nailwal was
appointed as Additional Director of the Company. Further, Shri S D Naliwal was
appointed as Whole-time Director of the Company for a period of 5 years w.e.f. 1st July,
2004 on the following terms and conditions:
Remuneration :
Pay Scale: Rs.60,000-5,000-75,000-10,000-1,55,000
Perquisites :

(b) Rights of Debentureholders
Debentureholders do not carry any rights regarding voting, dividend, lien on shares.
(c) Modifications of Rights
The rights, privileges, terms and conditions attached to all Debentures may be varied,
modified or abrogated with the consent, in writing, of those holders of the Debentures
who hold at least three-fourths of the outstanding amount of Debentures or with the
sanction accorded pursuant to a resolution passed at a meeting of the
Debentureholders, carried by a majority consisting of not less than three-fourths of the
persons voting there upon a show of hands or, if a poll is demanded by a majority
representing not less than three-fourths in value of the votes cast on such poll, provided
that nothing in such consent or resolution shall be operative against the Issuer if the same
are not accepted in writing by the Issuer.
(d) Restrictions, if any, on Transfer and Transmission of Debentures and on their

Consolidation
The Issuer will not register any transfers of the Debentures to any NRIs (except on non-
repatriation basis), OCBs, FIIs, or any persons not resident in India, unless appropriate
regulatory approvals are obtained. The Issuer shall not be duty bound to take interest or
trust in or over the Debentures.
109
The title to the Debentures shall pass by execution of duly stamped transfer deed(s)
accompanied by the Debentures certificate (s) / Letter of allotments (s) together with
necessary supporting documents. The transferee(s) should deliver the Debenture
certificates to the Issuer for registration of transfer in the Register of Debentureholders at
the Registered Office. The Issuer on being satisfied will register the transfer of such
Debentures in its Register of Debentureholders. The person whose name is recorded in
the Register of Debentureholders shall be deemed to be the owner of the Debentures.
Request for registration of transfer, along with the necessary documents, and all other
communications, requests, queries and clarifications with respect to the Debentures
should be addressed to and sent to the Registered Office. No correspondence shall be
entertained in this regard at any other Branches or any of the offices of the Issuer.
Transfer of debentures in dematerialised form would be in accordance to the rules

/procedures as prescribed by NSDL /Depository Participant.
(e) Consolidation and Splitting of Debentures
The request from Registered Debentureholder(s) for splitting / consolidation of Debenture

certificates will be accepted by the Issuer only if the original Debentures certificate(s) is /
are enclosed along with an acceptable letter of request.
No requests for splits below the Market Lot will be entertained.
(f) Transmission
In the event of demise of a Registered Debenture holder of the Debentures, or the first
holder in the case of joint holders, the Issuer will recognize the executor or administrator
of the demised Debenture holder or the holder of succession certificate or other legal
representative of the demised Debenture holder as the Registered Debentures holder of
such Registered Holder’s Debentures if such a person obtains probate or letter of
administration or is the holder of succession certificate or other legal representation, as
the case may be, from a Court of India having jurisdiction over the matter and delivers a
copy of the same to the Issuer. The Issuer may in its absolute discretion, where it thinks fit,
dispense with the production of the probate or letter of administration or succession
certificate or other legal representation, in order to recognize such holder as being
entitled to the Debentures standing in the name of the demised debentures holder on
production of sufficient documentary proof or indemnity.
(g) Revaluation of Assets
There has been no revaluation of Issuer’s assets during the last five years.
110
XXI MATERIAL CONTRACTS AND INSPECTION OF DOCUMENTS
The following contracts and also documents for inspection referred to hereunder, may
be inspected at the registered office of the company at Ahmedabad from 11.00 am to
1.00 pm from the date of this Shelf Information Memorandum until the date of closure of
this Issue.
♦ MATERIAL CONTRACTS
Resolution appointing MD/ED/WD with their terms and conditions
Letters received from R & T Agent agreeing to act as Registrar and Transfer Agent.
Letters received from the Trustees agreeing to act as Debenture Trustees
♦ DOCUMENTS
1. Memorandum and Articles of the Issuer as amended from time to time
2. Certificate of Incorporation of the Issuer dated and Certificate of Commencement of

Business.
3. Audited Accounts of the Issuer for the year ended March 31, 2004, 2003, and Audited
Account of Jaiprakash Industries Limited and Jaypee Cement Limited for the year
ended March 31, 2002, 2001 and 2000 respectively and the Auditors’ Report thereon.
4 Copy of Board Resolution dated 7th June, 2004, authorising the issue .
5. Copy of application made to Stock Exchanges.
6. Copy of in-principal approval received from the Stock Exchange for Rs. 50 crores NCD
issue.
111
XXII DECLARATION
We declare that all the relevant provisions of the Companies Act, 1956 and the
guidelines issued by the Government have been complied with and no statement made
in this Shelf Information Memorandum is contrary to the provisions of the Companies act,
1956.
Signed for and on behalf of Jaiprakash Associates Limited.
Sd/-
Director
Date: 20th July, 2004

Place : New Delhi
112
SCHEME OF AMALGAMATION AS APPROVED BY THE HIGH COURT
SCHEME OF AMALGAMATION
OF
JAIPRAKASH INDUSTRIES LIMITED
WITH
JAYPEE CEMENT LIMITED
PART - I – DEFINITIONS
1.0 In this Scheme, unless repugnant to the meaning or context thereof, the under-
mentioned expressions shall have the following meaning:
1.01 “Act” means the Companies Act, 1956 and shall include any statutory
modifications, re-enactment or amendment thereof for the time being in force.
1.02 “Appointed Date” means `1st of April 2002’.
1.03 “Court” means the Hon’ble High Court of Judicature at Allahabad.
1,04 “Effective Date” or “coming into effect of this Scheme” or “effectiveness of this
Scheme” or the like terms used in the Scheme means the date on which the
certified copy of the order of the Hon’ble High Court of Judicature at Allahabad
sanctioning the Scheme is filed with the Registrar of Companies Uttar Pradesh at
Kanpur.
1.05 “Scheme” means this Scheme in its present form as submitted to the Court or this
Scheme with such modification(s), if any, as may be made by the shareholders
and the Creditors of the Transferor and the Transferee Companies in their
meetings to be held as per directions of the Court or such modifications(s) as may
be imposed by any competent authority and accepted by the respective Board
of Directors of the two Companies and/or directed to be made by the Court
while sanctioning the Scheme.
1.06 “Shareholders” with reference to the Transferor company means persons holding
equity shares in the said Company either in physical form or in electronic form
and whose names are entered and registered as members in the Register of
Members of the said Company or whose names appear as the beneficial owners
of the equity shares of the Transferor Company in the records of the Depositories.
113
AND with reference to the Transferee Company means persons holding equity
shares in the said Company.
1.07 “Transferee Company” or ‘JCL” means JAYPEE CEMENT LIMITED, a Company

incorporated under the Companies Act and having its registered office at 5 Park
Road, Hazrat Ganj, Lucknow-226001 (UP)
1.08 “Transferor Company” or “JPI” means JAIPRAKASH INDUSTRIES LIMITED, a

Company incorporated under the Companies Act and having its registered
office at 5 Park Road, Hazrat Ganj, Lucknow – 226001 (UP)
PART - II - INTRODUCTION
2.01 The Transferee Company was incorporated on 15-11-1995 in the State of Uttar
Pradesh under the Companies Act, 1956 under the name ‘Bela Cement Limited’.
Its name was changed to ‘Jaypee Rewa Cement Limited’ with effect from 30-8-
2000. The name was again changed to its present name i.e. ‘Jaypee Cement
Limited' with effect from 3-1-2002. The Transferee Company commenced its
business on 29-1-1996.
The Transferor Company was incorporated on 21-1-1983 in the State of Uttar

Pradesh under the name of ‘Jaypee Rewa Cement Limited’. Its name was
changed to its present name ‘Jaiprakash Industries Limited’ with effect from 1-9-
1986. The Transferor Company commenced its business on 5.4.1983.
2.02 The present authorized and issued, subscribed and paid up capital of the two
Companies is as under –
TRANFEREE COMPANY :
AUTHORISED CAPITAL :
80,00,00,000 Equity Shares of Rs. 10 each Rs 800,00,00,000
ISSUED, SUBSCRIBED AND PAID UP CAPITAL :

41,80,00,000 Equity Shares of Rs. 10
each fully paid up Rs. 418,00,00,000
The Transferee Company is a wholly owned subsidiary of the Transferor company

and its entire share capital is beneficially held by the Transferor company.
TRANSFEROR COMPANY :
AUTHORISED CAPITAL :
18,00,00,000 Equity Shares of Rs.10 each Rs. 180,00,00,000
ISSUED, SUBSCRIBED AND PAID UP CAPITAL :

17,62,16,981 Equity Shares of Rs. 10 each
fully paid up Rs. 176,21,69,810
114
The Transferor company is a widely held company and its shares are listed on the
Stock Exchanges at Ahmedabad, Calcutta, Delhi, Mumbai and Kanpur. Steps
are being taken to get the shares listed on National Stock Exchange also.
2.03 LATEST FINANCIAL POSITION :
The audited accounts of the two Companies have been presented to the
shareholders up to the financial year ended on 31-3-2002. The summarized
financial position of the two companies as per the above Accounts is as under :
TRANSFEREE COMPANY : ( Rs. in lacs)

As at 31-3-2002
ASSETS :
Fixed Assets (WDV) 72881.53
Investments .11
Current Assets : 23451.58
Less Current Liabilities
& Provisions 19035.94 4415.64
Misc. Expenditure not written off 503.43
Debit Balance of Profit & Loss A/c 17295.24
TOTAL 95095.95
LIABILITIES :
Share Capital 41800.00
Loans – Secured and Unsecured 50220.82
Deferred Tax Liability 3075.13
TOTAL 95095.95
TRANSFEROR COMPANY : (Rs.in lacs)
ASSETS : As on 31-3-2002
Fixed Assets (WDV) 85334
Investments 103585
Current Assets 194759
Less Current Liabilities
& Provisions 126932 67827
TOTAL 256746
LIABILITIES :
Share Capital 17217
Reserves & Surplus 84282
Loans – Secured and Unsecured 135519
Deferred Tax Liability 19728
TOTAL 256746
Full details of the financial position are given in the published Accounts of the two
companies for the year ended 31-3-2002.
115
PART – III – TRANSFER AND VESTING
3. 01 With effect from the Appointed Date, all the undertakings, the entire business, all
the properties (whether movable or immovable, tangible or intangible), plant
and machinery, buildings and structures, offices, residential and other premises,
capital work in progress, furniture, fixture, office equipment, appliances,
accessories, power lines, railway siding, depots, deposits, all stocks, assets,
investments of all kinds (including shares, scrips, stocks, bonds, debenture stock,
units or pass through certificates), cash balances with banks, loans, advances,
contingent rights or benefits, receivables, benefit of any deposits, financial assets,
leases (including lease rights, prospecting leases and mining leases, if any), and
hire purchase contracts and assets, lending contracts, benefit of any security
arrangements, reversions, powers, authorities, allotments, approvals, permits and
consents, quotas, rights, entitlements, contracts, licenses (industrial and
otherwise), municipal permissions, tenancies in relation to the office and/or
residential properties for the employees or other persons, guest houses, godowns,
warehouses, leases, licenses, fixed and other assets, benefits of assets or
properties or other interest held in trust, registrations, contracts, engagements,
arrangements of all kind, privileges and all other rights including sales tax
deferrals, loans, title, interests, other benefits (including tax benefits) and
advantages of whatsoever nature and wheresoever situated belonging to or in
the ownership, power of possession and in the control of or vested in or granted in
favour of or enjoyed by the Transferor Company, including but without being
limited to trade and service names and marks, patents, copyrights, and other
intellectual property rights of any nature whatsoever, authorisations, permits,
approvals, rights to use and avail of telephones, telexes, facsimile, email, internet,
leased line connections and installations, utilities, electricity and other services,
reserves, provisions, funds, benefits of all agreements, all records, files, papers,
computer programmes, manuals, data, catalogues, sales and advertising
materials, lists and other details of present and former customers and suppliers,
customer credit information, customer and supplier pricing information and other
records in connection with or relating to the Transferor Company and all other
interests of whatsoever nature belonging to or in the ownership, power,
possession or the control of or vested in or granted in favour of or held for the
benefit of or enjoyed by the Transferor Company, whether in India or abroad,
shall, pursuant to Section 394 (2) of the Act,without any further act, instrument or
deed, be and stand transferred to and vested in the Transferee Company as a
going concern so as to become as and from the Appointed Date, the estate,
assets, rights, title and interests and authorities of the Transferee Company.
3.02 Without prejudice to clause 3.01 above, in respect of such of the assets of the
Transferor Company as are movable in nature or are otherwise capable of
transfer by manual delivery or by enforcement and/or delivery, the same may be
so transferred by the Transferor Company, and shall, upon such transfer, become
the property, estate, assets, rights, title, interest and authorities of the Transferee
Company.
3.03 All the licenses, permits, quotas, approvals, permissions, incentives, sales tax
deferrals, loans, subsidies, concessions, grants, rights, claims, leases, tenancy
rights, liberties, rehabilitation schemes, special status and other benefits or
privileges enjoyed or conferred upon or held or availed of by and all rights and
benefits that have accrued, which may accrue to the Transferor Company, shall,
116
pursuant to the provisions of Section 394(2) of the Act and without any further act,
instrument or deed, be and stand transferred to and vested in and or be deemed
to have been transferred to and vested in and be available to the Transferee
Company so as to become as and from the Appointed Date the licenses,
permits, quotas, approvals, permissions, incentives, sales tax deferrals, loans,
subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties,
rehabilitation schemes, special status and other benefits or privileges of the
Transferee Company and shall remain valid, effective and enforceable on the
same terms and conditions to the extent permissible under law. It is hereby
clarified that all inter party transactions between the Transferor Company and the
Transferee Company shall be considered as intra party transactions for all
purposes from the Appointed Date.
3.04 All Assets, estate, rights, title, interest, licenses and authorities acquired by or
permits, quotas, approvals, permissions, incentives, sales tax deferrals, loans or
benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights,
liberties, rehabilitation schemes and other assets, special status and other benefits
or privileges enjoyed or conferred upon or held or availed of by and/or all rights
and benefits that have accrued or which may accrue to the Transferor Company
after the Appointed Date and prior to the Effective Date, shall, pursuant to the
provisions of Section 394(2) of the Act, without any further act, instrument or
deed, be and stand transferred to and vested or deemed to have been
transferred to and vested in the Transferee Company.
3.05 With effect from the Appointed Date and pursuant to the provisions of Section
394 of the Act and without any further act, instrument or deed,
(i) All secured and unsecured debts, (whether in rupees or in foreign currency), all
liabilities, duties and obligations of the Transferor Company along with any
charge, encumbrance, lien or security thereon (hereinafter referred to as the
“said Liabilities”) shall be and stand transferred to and vested in or deemed to
have been transferred to and vested in, so as to become the debts, liabilities,
duties and obligations of the Transferee Company, and further that it shall not be
necessary to obtain the consent of any third party or other person who is a party
to any contract or arrangement by virtue of which such debts, liabilities, duties
and obligations have arisen in order to give effect to the provisions of this Clause.
It is clarified that in so far as the assets of the Transferor Company are concerned,
the security or charge over such assets or any part thereof, relating to any loans,
debentures or borrowing of the Transferor Company, shall, without any further act
or deed continue to relate to such assets or any part thereof, after the Effective
Date and shall not relate to or be available as security in relation to any or any
part of the assets of the Transferee Company, save to the extent warranted by
the terms of the existing security arrangements to which the Transferor and the
Transferee Companies are party, and consistent with the joint obligations
assumed by them under such arrangement.
(ii) All debentures, bonds, notes or other debt securities of the Transferor
Company, whether convertible into equity or otherwise, (the “JIL’s Securities”),
be and shall become securities of the Transferee Company and all rights, powers,
duties and obligations in relation thereto shall be and stand transferred to and
vested in or deemed to have been transferred to and vested in and shall be
exercised by or against the Transferee Company as if it were the Transferor
117
Company in respect of JIL’s Securities so transferred. If JIL’s Securities are listed on

any stock exchange, the same shall, subject to applicable regulations, be listed
on the relevant stock exchange/s, where JIL’s Securities were listed on the same
terms and conditions unless otherwise modified in accordance with the provisions
hereof.
(iii) Loans, advances and other obligations (including any guarantees, letters of
credit, letters of comfort or any other instrument or arrangement which may give
rise to a contingent liability in whatever form), if any, due or which may at any
time in future become due between the Transferor Company and the Transferee
Company shall be and stand discharged and there shall be no liability in that
behalf on either party.
3.06 Where any of the liabilities and obligations of the Transferor Company as on the
Appointed Date transferred to the Transferee Company have been discharged
by the Transferor Company after the Appointed Date and prior to the Effective
Date, such discharge shall be deemed to have been for and on account of the
Transferee Company.
3.07 All loans raised and utilised and all debts, duties, undertakings, liabilities and
obligations incurred or undertaken by the Transferor Company after the
Appointed Date and prior to the Effective Date, shall be deemed to have been
raised, used, incurred or undertaken for and on behalf of the Transferee
Company and to the extent they are outstanding on the Effective Date, shall,
upon the coming into effect of this Scheme be and stand transferred to or
vested in or be deemed to have been transferred to and vested in the Transferee
Company pursuant to the provisions of Section 394 of the Act and without any
further act, instrument or deed, and shall become the debt, duties, undertakings,
liabilities and obligations of the Transferee Company which shall meet, discharge
and satisfy the same.
3.08 All estates, assets, rights, titles, interests and authorities accrued to and/or
acquired by the Transferor Company after the Appointed Date and prior to the
Effective Date, shall have been and deemed to have accrued to and/ or
acquired for and on behalf of the Transferee Company and shall, upon the
coming into effect of this Scheme, pursuant to the provisions of Section 394(2) of
the Act and without any further act, instrument or deed, be and stand transferred
to or vested in or be deemed to have been transferred to or vested in the
Transferee Company to that extent and shall become the estates, assets, right,
title, interests and authorities of the Transferee Company.
3.09 With effect from the Appointed Date and upto the Effective Date :
(i) The Transferor Company shall carry on and shall be deemed to have carried on
all its business and activities as hitherto and shall hold and stand possessed of and
shall be deemed to have held and stood possessed of all its business including
assets on account of, and for the benefit of and in trust for, the Transferee
Company;
(ii) All the profits or incomes accruing or arising to the Transferor Company or
expenditure or losses arising or incurred (including the effect of taxes, if any,
thereon) by the Transferor Company, shall, for all purposes, be treated and be
118
deemed to be and accrue as the profits or incomes or expenditure or losses or

taxes of the Transferee Company, as the case may be.
3.10 Upon the coming into effect of this Scheme, all suits, actions and proceedings by
or against the Transferor Company pending and/or arising on or before the
Effective Date shall be continued and be enforced by or against the Transferee
Company pursuant to the provisions of Section 394 of the Act and without any
further act, instrument or deed, as effectually and in the same manner and to the
same extent as if the same had been pending and/or arising by or against the
Transferee Company.
3.11 Upon the coming into effect of this Scheme and subject to the provisions of this
Scheme, all contracts, deeds, bonds, agreements, arrangements and other
instruments (including all tenancies, leases, licenses and other assurances in
favour of the Transferor Company or powers or authorities granted by or to it) of
whatsoever nature, to which the Transferor Company is a party or to the benefit
of which the Transferor Company may be eligible, and which are subsisting or
having effect immediately before the Effective Date, shall, pursuant to the
provisions of Section 394 of the Act and without any further act, instrument or
deed, be in full force and effect against or in favour of the Transferee Company,
as the case may be, and may be enforced as fully and effectually as if, instead
of the Transferor Company the Transferee Company had been a party or
beneficiary or obligee thereto.
3.12 The Transferee Company may, at any time after the coming into effect of this
Scheme, if so required, under any law or otherwise, enter into, or issue or execute
deeds, writings, confirmations, novations, declarations, or other documents with,
or in favour of any party to any contract or arrangement to which the Transferor
Company is a party or any writings as may be necessary to be executed in order
to give formal effect to the above provisions.
3.13 The name of the Transferee Company shall, forthwith upon the Scheme taking
effect, stand changed to Jaiprakash Associates Limited without any further act or
deed. The new name has been made available by the office of the Registrar of
Companies, UP, Kanpur vide its letter dated 5.2.2003.
3.14 Upon the coming into effect of the Scheme :
(i) All the employees of the Transferor Company in service on the Effective Date,
shall become the employees of the Transferee Company on such date without
any break or interruption in service and on terms and conditions as to
remuneration and otherwise, not less favourable than those subsisting (with
reference to the Transferor Company), as on the effective date.
(ii) The existing provident fund, gratuity fund, and pension and/or superannuation
fund or trusts created by the Transferor Company or any other special funds
created or existing for the benefit of the employees of the Transferor Company
shall at an appropriate stage be transferred to the relevant funds of the
Transferee Company and till such time, shall be maintained separately.
3.15 Upon the coming into effect of the Scheme,all the taxes paid (including T D S) by
the Transferor Company from the Appointed Date, regardless of the period to
119
which they relate, shall be deemed to have been paid for and on behalf of and
to the credit of the Transferee Company as effectively as if the Transferee
Company had paid the same.
3.16 Upon the coming into effect of this Scheme, and in consideration of the
transfer of and vesting of the Assets and the Liabilities of the Transferor Company
in terms of this Scheme, the Transferee Company shall issue and allot to the equity
shareholders of the Transferor Company whose names are recorded in the
Register of Members on the Record Date to be fixed by the Board of Directors of
the Transferee Company or a Committee of such Board of Directors, equity shares
of Rs. 10/- (Rupees Ten only) each, credited as fully paid up, in the ratio of 1 (one)
equity share of Rs. 10/- (Rupees Ten only) each in the Transferee Company for
every 1 (one) equity share of Rs. 10/- (Rupees Ten only) each fully paid up held in
the Transferor Company.
3.17 Upon the coming into effect of this Scheme, all the existing shares / share
certificates of the Transferor Company as on the Record Date shall stand
cancelled and will become invalid and shall cease to be tradable thereafter. The
Board of Directors of the Transferee Company may not require the shareholders
of the Transferor Company, who might be holding the shares in physical form, to
surrender their share certificates before issuing the new share certificates for the
shares allotted in terms of Clause 3.16.
3.18 Upon the coming into effect of this Scheme, all the equity shares beneficially held
by the Transferor Company (including shares held jointly with its nominees) in the
Transferee Company, as on the Record Date, shall stand cancelled without any
further act or deed.
3.19 The equity shares issued and allotted by the Transferee Company in terms of this
Scheme shall be subject to the provisions of the Memorandum and Articles of
Association of the Transferee Company.
3.20 Upon the coming into effect of this Scheme, the equity shares issued and allotted
by the Transferee Company in terms of this Scheme shall be listed by all such
Stock Exchanges in India, where the equity shares of the Transferor Company are
listed.
PART - IV – GENERAL TERMS AND CONDITIONS
4.01 Until the coming into effect of this Scheme :
(i) The right of the Transferor and the Transferee Companies to declare and pay
dividends, whether interim or final, to their respective equity shareholders in
respect of any accounting period falling before or after the Appointed Date,
shall remain unaffected.
(ii) The shareholders of the Transferor and the Transferee Companies shall, save as
expressly provided otherwise in this Scheme, continue to enjoy their existing rights
under their respective Articles of Association including the right to receive
dividends.
120
(iii) It is clarified that the aforesaid provisions in respect of declaration of dividends,

whether interim or final, are enabling provisions only and shall not be deemed to
confer any right on the shareholders to demand or claim any dividends which,
subject to the provisions of the Act, shall be entirely at the discretion of the
respective Board of Directors of the Company concerned and subject, wherever
necessary, to the approval of the shareholders of the respective company.
4.02 The Transferee Company shall account for the assets and liabilities of the
Transferor Company taken over in terms of this Scheme at the book values
appearing in the books of the Transferor Company. The difference between the
aggregate of such book values of assets less liabilities over the paid-up value of
the shares issued and allotted pursuant to this Scheme, shall be accounted for
and dealt within the books of the Transferee Company as per the relevant
Accounting Standard issued by the Institute of Chartered Accountants of India.
4.03 Upon coming into effect of the Scheme :-
(i) The resolutions including resolutions passed under Section 293(1)(d) of the Act, if
any, of the Transferor Company, which are valid and subsisting on the Effective
Date, shall, mutatis mutandis, continue to be valid and subsisting and be
considered as resolutions of the Transferee Company and if any such resolutions
have upper monetary or other limits being imposed under the provisions of the
Act, or any other applicable provisions, then the said limits shall be added and
shall constitute the aggregate of the said limits in the Transferee Company.
(ii) The Authorised Share capital of the Company shall stand combined with the
Authorised share capital of the Transferee Company. The filing fee and stamp
duty already paid by the Transferor Company on its Authorised Share Capital,
shall be deemed to have been so paid by the Transferee Company on the
combined Authorised Share Capital and accordingly, the Transferee Company
shall not be required to pay any fee / stamp duty on the Authorised Share
Capital so increased.
(III) Irrespective of the date of actual allotment of shares in terms of Clause 3.16, the
issued, subscribed and paid-up Capital of the Transferee Company shall, with
effect from the effective date, be equivalent to the number of shares that will be
allotted pursuant to the provisions of the Scheme and such allotment, when
made, shall take effect from the effective date.
4.04 The Transferor and the Transferee Companies shall with all reasonable despatch,
make all applications/petitions under Section 391 and 394 and other applicable
provisions, including Section 100 of the Act to the Court and obtain all approvals,
sanctions and consents as may be required under law.
4.05 The respective Board of Directors of the Transferor and the Transferee Companies
may assent to any alterations or modifications of this Scheme which the Court
and/or any other competent authority may deem fit to approve or impose.
4.06 The Board of Directors of the Transferee Company may give such directions, as
they may consider necessary, to settle any question or difficulty arising in regard
to the implementation of the Scheme or in any matter connected therewith
121
(including any question or difficulty arising in connection with any deceased or

insolvent shareholder) such that the same shall be binding on all parties, in the
same manner as if the same were specifically incorporated in this Scheme.
4.07 This Scheme shall become effective when all the following conditions are fulfilled
:
(i) The Scheme is approved by the requisite majority of the shareholders and the
creditors of the Transferor and the Transferee Companies as may be required
under the Act and/or the orders of the Court ;
(ii) The Scheme is sanctioned by the Court under Section 394 of the Act ;
(iii) The certified copy of the order of the Court sanctioning the Scheme is filed with
the Registrar of Companies, Uttar Pradesh, Kanpur.
4.08 The Transferor Company shall stand dissolved without winding up with effect from
the date on which the certified copy of the order of the Court sanctioning the
Scheme is filed with the Registrar of Companies, U.P., Kanpur.
4.09 In the event of this Scheme failing to take effect by 31st December, 2003 or by
such later date as may be agreed by the respective Board of Directors of the
Transferor and the Transferee Companies, this Scheme shall become null and
void and in that event, no rights and liabilities whatsoever, shall accrue to or be
incurred inter-se by the parties or their shareholders or creditors or employees or
any other person. In such case, each Company shall bear its own costs or as
may be mutually agreed.
4.10 All costs, charges and expenses in connection with this Scheme and incidental to
the completion of the amalgamation of the Transferor Company with the
Transferee Company shall be borne and paid by the Transferee Company.
122

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PRIVATE AND CONFIDENTIAL

SHELF INFORMATION MEMORANDUM

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

Issue Opening Date Issue Closing Date Deemed Date of Allotment

CONTENTS PAGE NO.

Act The Companies Act, 1956

Internal Risk Factors

Risks Related to Construction Contracts

Contract Payment Risk

Implementation of Growth Strategies

Litigation against the Company and group Companies

External Risk Factors

General Economic Conditions

Transportation sector and achievement of sufficient and quality power at economical

Risk related to rising competition

HIGHLIGHTS OF THE COMPANY

JAL is a prominent cement producer in the Satna Cluster of Central-North Region of

This Shelf Information Memorandum is made available to potential Debentures investors

Shelf Information Memorandum for Private Placement of Secured Redeemable Non-

JAIPRAKASH ASSOCIATES LIMITED (formerly known as Jaypee Cement Limited)

Authority for Present Issue

Stock Exchange Disclaimer Clause

Statutory Auditors Registrars to the issue Debenture Trustees

II. CAPITAL STRUCTURE OF THE COMPANY

Equity Shares Capital of the Company as on i.e. 30th June, 2004.

B. Issued Subscribed and Paid-up Capital

C. Paid Up Capital after the present issue

D. Share Premium Account (before and after issue) 254.81

Consequent to the amalgamation of Jaiprakash Industries Limited with Jaypee Cement

Details regarding Shareholders

Top Ten Shareholders as on 30th June, 2004.

Sr. No. Name of the Shareholder Shares Held % Stake

Sr. Name of the Shareholder Shares Held % Stake

Sr. No. Name of the Shareholder Shares Held % Stake

Details regarding Shareholding of Promoters Group and Directors of the promoters

TOTAL 80325201 45.58

Pursuant to the Scheme of Amalagamtion of erstwhile Jaiprakash Industries Limited, with

Name No. of Maximum Minimum No. of Maximu Minimum

III TERMS OF ISSUE

Terms of the Issue

Place and Currency of Payment

Tax Deduction at Source

Issue Of Debentures in Dematerialised Form

Investors desirous of receiving debenture certificate in the dematerialised form should

Issue of Letter of Allotment/ Allotment Advice and Debenture Certificates

Right to Re-purchase and Re-issue the Debentures

Eligible Holders and Mode of Transfer

The request from Registered Debenture holder(s) for splitting/consolidation of Debenture

No requests for splits below the Market Lot will be entertained.

Transfer of debentures in dematerialised form would be in accordance to the rules

Issue of Duplicate Debenture Certificates

All notices, communications and writings to be given by the Debentureholder(s) shall be

Application for the Debentures

The issuer assumes no responsibility for any applications / cheques / demand

♦ Who can apply

♦ Application by Banks/Corporate Bodies / Mutual Funds / FIs / Trusts/Statutory

♦ Application under Power of Attorney

♦ Interest on Application Money

Tax exemption certificates, if applicable, in respect of non-deduction of tax on

♦ Right to Accept or Reject Applications

♦ Future Resource Mobilisation

♦ Governing Laws and Jurisdiction

♦ Despatch of Refund Orders