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Jaypee Infratech Limited - Yamuna Expressway
Proposal for Debt Financing

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Financial Advisor & Arranger: ICICI Bank Ltd. SBI Capital Markets Ltd. Axis Bank Ltd.

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July, 2009

Jaypee lnfratech Limited Appraisal Memorandum

Private & Confidential

IMPORTANT NOTICE This Project Information Memorandum (PIM) contains proprietary and confidential information regarding Jaypee Infratech Limited (JIL). The PIM has been prepared by ICICI Bank Limited (ICICI), Axis Bank Limited (AXIS) & SBI Capital Markets Limited (SBICAP) based on the information provided by JIL and the published information available. The financial projections in the PIM have been prepared for the limited purpose of circulation among the potential lenders based on the information made available by JIL. The financial projections represent, to the best of knowledge and judgment, JIL's expected financial position, results of operations and cash flow situation for the projection period. These projections are subject to changes in economic conditions, legislation and other Force-Majeure circumstances. There will usually be differences between projected and actual results because events and circumstances do not occur as expected, and those differences may be material. Under the circumstances, no assurance can be provided that the assumptions or data, upon which these projections have been based, are accurate or whether these business-plan projections will actually materialize. Neither ICICI, AXIS, SBICAP nor any of the directors, employees or advisors make any expressed or implied representation or warranty and no responsibility or liability is accepted by any of them with respect to the estimates or forecasts set forth in this PIM or the underlying assumptions on which they are based or any credit decision taken on the basis of this PIM. Nothing contained herein is, or shall be relied upon as a promise or representation regarding the historic or current position or performance of the Company or any future events or performance of the Company. This PIM is divided into chapters & sub-sections only for the purpose of reading convenience. Any partial reading of this PIM may lead to inferences, which may be at divergence with the conclusions and opinions based on the entirety of this PIM. This PIM is furnished on strictly confidential basis and is for the sole use of the person / company to whom it is addressed. Neither this PIM, nor the information contained herein, should be reproduced or passed to any person or used for any other purpose other than stated above.

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TABLE OF CONTENTS
INTRODUCTION
1.1 1.2 1.3 1.4 1.5 1.6 Company Background Present Proposal Sponsor Overview Traffic Analysis Project Cost and Funding Structure Brief Terms and Conditions of Debt Facility

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8 8 9 10 10 11

PROJECT SPONSOR
Brief Background 2.1 Business Strategy 2.2 Engineering and Construction 2.3 Manufacture and marketing of cement 2.4 Real Estate development 2.5 Hospitality 2.6 Capital Structure & Share Holding Pattern 2.7 Board of Directors 2.8 Debt Profile 2.9 Key Financials 2.10 Other Group Companies 2.11 2.11.1 Power Generation and Transmission 2.11.2 Expressways and Highways 2.11.3 Hospitality & Sports

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14 15 16 20 22 22 23 24 24 25 27 27 28 29

PROJECT DETAILS
3.1 3.2 3.2.1 3.2.2 3.2.3 3.3 3.4 3.5 3.5.1 3.5.2 3.5.3 3.5.4 3.5.5 3.5.6 3.5.6.1 3.5.6.2 3.6 4.1 4.2 4.3 5.1 5.2 5.3 5.4 5.5 5.6 Project Company Particulars Organization & Management of JIL Capital Structure Board of Directors Organization Structure & Key Executives Description of the Project Brief on Yamuna Expressway Industrial Development Authority Yamuna Expressway Location of the Yamuna Expressway Land requirement Characteristics of the area Expressway Alignment Details around the proposed alignment Project scope Pre-construction activities Scope of Construction Work Real Estate Development Concession Agreement Yamuna Expressway Lease Agreement Lease Agreement of Developable Land Contractual Structure for Project Implementation Works Contract Execution Strategy Impact on Environment Permits and Approvals Project Insurance

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31 32 32 32 33 34 35 36 36 38 38 39 41 41 41 42 48

CONTRACTUAL DOCUMENTS

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49 56 56

5. EXPRESSWAY EXECUTION STRATEGY

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58 58 61 63 63 64

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5.6.1 5.6.2 5.7 5.8 6.1 6.2 6.3 6.3.1 6.3.2 6.3.3 6.3.4 6.4 6.5

Construction Phase Insurance Operations Phase Insurance Implementation Schedule & Current Status Operation and Maintenance (O&M) Arrangements Background Scope of Services Traffic Studies and Analysis Traffic Surveys Road Network Characteristics Average Daily Traffic Origin-Destination Survey Traffic Growth Rate Estimation Expressway Traffic Estimation

64 65 65 66

TRAFFIC STUDY

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68 68 69 69 70 70 71 72 74

REAL ESTATE DEVELOPMENT
7.1 Background 7.2 Objective & Methodology 7.3 Scope of Report Real Estate Overview of the city, incorporating 7.3.1 7.3.2 Residential/Commercial/Retail market dynamics 7.3.3 Location Analysis 7.3.4 Assessment of Development Scenarios Analysis of Macroeconomic Environment 7.4 Current Global Economic Downturn 7.4.1 7.4.2 Indian Economy Real Estate Overview 7.4.3 Uttar Pradesh - Overview & Opportunities 7.4.4 Analysis of Microeconomic Environment 7.5 7.5.1 Yamuna Expressway 7.5.2 Special Development Zones Jaypee Greens Development 7.5.3 Location Analysis 7.6 7.6.1 SWOT Analysis 7.6.1.1 Noida 7.6.1.2 Agra 7.6.1.3 Dankaur/ Jaganpur 7.6.1.4 Mirzapur Village 7.6.1.5 Tappal 7.7 Development Scenario 7.7.1 Township Development - Economic Drivers 7.7.2 Development Scenarios

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76 76 76 76 76 77 77 77 77 77 78 79 79 79 80 81 82 82 82 83 83 84 84 84 85 86

PROJECT COST & MEANS OF FINANCE
8.1 8.2 9.1 9.2 Project Cost Means of Finance

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PROJECTED FINANCIAL INDICATORS
Key Financials Sensitivity

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90 90

RISK FACTORS & MITIGANTS CONCLUSION

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ANNEXURE I - DETAILED TERMS & CONDITIONS ANNEXURE II - DEBT PROFILE OF JAL ANNEXURE III -DETAILED FINANCIALS OF JAL ANNEXURE IV - BRIEF PROFILE OF THE BOARD OF DIRECTORS OF JIL ANNEXURE V - ORGANISATION CHART ANNEXURE VI - PROPOSED ORGANOGRAM OF PMC ANNEXURE VII - PROPOSED ORGANOGRAM OF MONITORING YEAM OF JAL ANNEXURE VIII - BRIEF PROFILE OF CONSULTANTS ANNEXURE IX - ASSUMPTIONS USED FOR PROJECTING FINANCIALS OF JIL ANNEXURE X - DETAILED PROJECTED FINANCIALS OF JIL

96 105 109 111 114 115 116 117 119 122

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ABBREVIATIONS
ADT BOO BOT CA CAGR CAR CMA COD DC DPR DSCR DSRA ECB FAR FC FM
GACL

GoD Gol GoUP HEL IPP IRC IRR JAL JIL JIIL JRCL
JCL

JVPL Km LD LE LoA MDR NCD N-GN O&M OD PAT PBDIT PBT PMT RTL ROW SEZ SH SPV

Average Daily Traffic Built Own Operate Build Operate Transfer Concession Agreement Compounded Annual Growth Rate Contractor's All Risk Cement Manufacturers Association Commercial Operations Date Design Consultant Detailed Project Report Debt Service Coverage Ratio Debt Service Reserve Account External Commercial Borrowing Floor Area Ratio Financial Closure Force Majeure Gujarat Anjan Cement Ltd Government of Delhi Government of India Government of Uttar Pradesh Himalayan Expressway Ltd Independent Power Producer Indian Roads Congress Internal Rate of Return Jaiprakash Associates Ltd Jaypee Infratech Ltd Jaiprakash Industries Ltd Jaypee Rewa Cements Ltd Jaypee Cements Ltd Jaypee Ventures Private Ltd Kilometer Liquidated Damages Lenders' Engineer Letter of Acceptance Major District Road Non Convertible Debentures Noida Greater Noida Operations and Maintenance Origin-Destination Profit after tax Profit before depreciation interest tax Profit before tax Project Management Team Rupee Term Loan Right of Way Special Economic Zone State Highway Special Purpose Vehicle 6

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TEZ TRA YEA WPI

Taj Economic Zone Trust and Retention Account Yamuna Expressway Industrial Development Authority Wholesale Price Index

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Appraisal Memorandum

1. INTRODUCTION
1.1 Company Background

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

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

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Location
1235 acres in Noida at about 6 Km on the existing Expressway from Noida to Greater Noida 1235 acres in Dankaur at about 8 to 11 Km proposed Yamuna Expressway

Status of Transfer
1150 acres already transferred to JIL. The transfer of the remaining 85 acres is in progress. Yet to be transferred. For 300 acres of land, Section 6 has been promulgated. For the remaining 935 acres of land, Section 4 has been promulgated Yet to be transferred. Section 4 of the Land Acquisition Act has been promulgated Yet to be transferred. Section 4 of the Land Acquisition Act has been promulgated Yet to be transferred. Section 4 of the Land Acquisition Act has been promulgated

1235 acres between Dankaur and proposed Taj Economic Zone (TEZ), at about 15 to 18 Km of proposed Yamuna Expressway. 1235 acres on both sides between proposed Taj International Airport Hub and Tappal, at about 42 to 46 Km of proposed Yamuna Expressway. 1235 acres on both sides of proposed Yamuna Expressway, at about 158 to 165 Km of proposed Yamuna Expressway.

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

1.3 Sponsor Overview
Jaiprakash Associates Limited (JAL) Jaiprakash Associates Limited is a part of Jaypee group, which had a turnover in excess of USD $ 1 bn in FY 2009. It holds 98.86% shareholding in JIL. Jaiprakash Associates Limited, promoted by Shri Jaiprakash Gaur and his associates, is the flagship company of Jaypee Group (the Group). The Group is a diversified industrial group with significant interests in the areas of civil engineering & construction, cement manufacturing, power, real estate & expressways, hospitality & golf courses and

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education. The group has net assets in excess of Rs. 20,000 crore and net worth to the tune of Rs. 6,000 crore.

1.4

Traffic Analysis

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

1.5

Project Cost and Funding Structure

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

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1.6

Brief Terms and Conditions of Debt Facility

The following provides the brief indicative terms and conditions of the facility to be syndicated. The detailed terms and conditions is provided in Annexure I
Project

Project Sponsors Borrower

The Project involves Design, Engineering, Finance, Construction, Operation and Maintenance of 165 Km long 6-lane Expressway along with the associated structures between Noida and Agra on BOT basis in the state of UP (Yamuna Expressway Project (YEP)) and acquisition of around 6175 acres of land at Noida, Tappal, Mirzapur, Dankaur and Agra for Real Estate Development. Jaiprakash Associates Ltd. (JAL) Jaypee lnfratech Ltd ("JIL" or "Borrower") JAL - 98.86% - 1.14% Others April 1, 2011
&

Shareholding structure
Scheduled COD of YEP

Project Cost
Facility

The total expenditure for the Project is estimated to be approx. Rs. 9739.29 crore ("Total Project Cost") as under: Description Cost of land for Expressway Cost of land for Development Cost of construction of Expressway Preliminary & Preoperative Expenses Contingencies Interest During Construction
Total Project Cost Amount (Rs. in crs.)

900.00 1719.00 5300.00 240.00 230.00 1350.29
9739.29

The RTL facility is Rs. 3000.0 crore, in addition to Rs. 3000 crore of term debt sanctioned by ICICI Bank. The RTL facility shall be used for part financing the aforesaid Total Project Cost. Debt Facilities and Sizes
Senior Lenders 9.

Rs. 3000 crore ICICI Bank and other banks/ financial institutions participating in the RTL facility

Equity The total equity requirement ("Equity") of Rs. 3739.29 crore for the Project will be Commitment & contributed in JIL by way of:
Shareholder Undertakings

Promoter's Equity IPO/ Sponsor Support

Rs. 1500.00 crore Rs. 750.00 crore

Rs. 1489.29 crore Internal Accruals (from Real Estate Development) JAL agrees to provide a Sponsor's Undertaking to contribute any shortfall in the Equity component, proposed to be infused through IPO and Internal Accruals, from their own sources. In the event the promoter contribution for the Project is brought in the form other than equity/internal accruals, then the repayment/ redemption of such amount shall be subordinated to servicing of term debt from Lenders and the Borrower will furnish an undertaking in this regard. The Borrower shall pay a one time up-front fee at the rate of 0.25% of the Aggregate Facility Amount, plus applicable service tax thereon, on the date of

10. Upfront Fee

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

13. Security Stipulations

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all the right, title, interest, benefits, claims and demands whatsoever in any guarantees, liquidated damages, letter of credit or performance bond that may be provided by any counter-party under any Project Contract in favour of the Borrower for Yamuna Expressway Project.

II. Reserve Accounts Debt Service Reserve (DSR): From the COD, the Borrower shall maintain in the
Debt Service Reserve Account ("DSRA") an amount equivalent to the next 3 months of principal and interest ("DSRA Amount"). The intial DSRA Amount shall be maintained in fund based manner and any incremental DSRA Amount may be maintained either in fund based or by way of BG.

III. Guarantees & Undertakings
JAL shall furnish an undertaking to cover the shortfall in the repayment of Loan in the event of termination of the Concession Agreement or occurrence of any Force Majeure Event during the concession period. JAL shall furnish an undertaking for the timely servicing of the Loan in the event of any shortfall during the currency of the Loan. JAL shall furnish a shortfall undertaking (to bring in additional funds in a form & manner satisfactory to the Senior RTL Lenders) for cases of any cost overrun and /or gap in means of financing, if any. JAL shall undertake and ensure infusion of fund in a form & manner acceptable to the lenders at the end of each financial year if the DSCR for the facility for the preceding 12 month period is less than 1.10 to restore it to 1.10. JAL shall undertake and ensure infusion of fund in a form & manner acceptable to the lenders in case of shortfall in the cash flows required to be routed by the Borrower through TRA, equivalent to minimum of 1.5 times of the debt servicing obligations of the next three months, in addition to the cash flow required for the operations, maintenance and other expenditure, if any in the normal course of business, during the currency of the loan in operation period. JAL shall furnish an undertaking to retain management control of the Borrower and retain a minimum of 51% shareholding in JIL during the tenure of the Facility. The aforesaid security shall be shared on pari-passu basis between the lenders under the proposed Facility and existing term debt of Rs. 3000 crore from ICICI Bank. The security shall be created within 180 days from the date of the execution of facility documents. In the event of non-creation of the security within the said period, penal interest at the rate of 1.0% p.a. on the disbursed amount shall be charged, from the date of first disbursement till the date of creation of security. Land parcels of 150 acres each at Tappal, Mirzapur & Dankaur; forming the part of security, are yet to be acquired. Security in respect of this will be created within 90 days of acquisition/CLU. Otherwise, penal interest as mentioned above will be applicable on the outstanding loan for the period beyond 90 days from acquisition, for which security is not created.

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2. PROJECT SPONSOR
2.1 Brief Background
Jaiprakash Associates Limited (JAL), the Project Sponsor, promoted by Shri Jaiprakash Gaur and his associates, is the flagship company of Jaypee Group. The Group is a diversified industrial group with significant interests in the areas of civil engineering & construction, cement manufacturing, power, real estate, expressways, hospitality & golf courses and education. JAL was formed through the amalgamation of Jaiprakash Industries Limited (JIL) into its then subsidiary Jaypee Cement Limited (JCL) with effect form 1 St April 2002. JCL was renamed Jaiprakash Associates Limited with effect from 1 1 th March 2004. JAL is the operating entity for significant part of the cement business, E&C, and part of real estate business while it is the holding company for Jaiprakash Hydro-Power Limited, Jaiprakash Power Ventures Limited, Jaypee Karcham Hydro Corporation Limited, its subsidiaries for the BOO hydro-power projects. Jaypee Hotels Ltd. is the subsidiary for the hospitality business; Jaypee Cement Ltd. is the subsidiary for one of its cement expansions at Gujarat and Andhra Pradesh; Himalayan Expressway Ltd. is the subsidiary for ZirakhpurParwanoo Expressway Project and Jaypee Ganga Infrastructure Corporation Ltd. is the subsidiary for Ganga Expressway Project. The company was formed by the amalgamation of Jaiprakash Industries Limited (JIIL) into its then subsidiary Jaypee Cement Limited. The amalgamation was effective from 1 St April 2002. JCL was renamed Jaiprakash Associates Limited with effect from 11 th March 2004. Jaiprakash Industries Limited (JIIL) was formed in 1986 following the amalgamation of Jaiprakash Associates Private Limited, a well-established civil engineering and construction company and Jaypee Rewa Cement Limited (JRCL), a 1 million ton cement plant in Madhya Pradesh. In 1995, of Bela Cement Limited was incorporated and a 1.7 million ton cement plant then operated by JIIL was hived off to Bela Cement Limited and the same was renamed as Jaypee Cement Limited (JCL). In April 2001, the remaining 2.5 million ton cement plant operated by JIIL was also hived off to JCL, which prior to the amalgamation carried on all of the Group's cement manufacturing business. The purpose of the amalgamation of JIIL and JCL was to consolidate the existing construction and cement manufacturing and marketing businesses of the Group. JAL is one of India's leading cement manufacturers and is currently expanding its cement capacities. With the commissioning of all projects under implementation by JAL as well as those in Joint Venture and under its subsidiaries, the cement manufacturing capacity of the Group will increase to 33.50 MMTPA in India by FY 2011-2012. In its Construction division, JAL has projects with a total original contract value of Rs. 39,046.77 crore (excluding Yamuna Expressway Project which is a Cost Plus Contract) under development and the contract value pending execution is Rs. 34,023.44 crore (including Yamuna Expressway Project) as on 31.03.2009. Jaypee Greens Limited, a company engaged in operating an international standard golf course and development of real estate, was merged with JAL with effect from 1 April 2005. Jaypee Greens has since become a division of JAL. This merger was pursuant to the terms of the scheme of amalgamation approved by the shareholders and creditors of the Company and as sanctioned by the High Court of Judicature at Allahabad, on 8 August 2006. The Board of JAL had inter-alia constituted a Committee to examine and suggest various options of restructuring of the Company including amalgamation of Jaypee Hotels Ltd., Jaiprakash Enterprises Ltd., Jaypee Cement Ltd. and Gujarat Anion Cement Ltd.; l4

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companies having synergy with the business of JAL. The meeting of the creditors and shareholders of the merging entities have already taken place as per the direction of the Hon'ble Court of Judicature at Allahabad and accordingly the Scheme of Amalgamation had been approved by the Hon'ble Court on 15 Th May, 2009. The effective date of the amalgamation is 1st April 2008.

2.2 Business Strategy
In order to take advantage of the opportunities arising in the infrastructure and power sectors in India, the Group has embarked upon a growth strategy, which includes, inter alia, expanding its engineering and construction business, as well as increasing cement production capacity. In relation to its engineering and construction business, JAL's strategy is to place particular focus on hydro-power projects (both as a construction company and as an Independent Power Producer (IPP), whilst also looking to capitalize on opportunities in emerging infrastructure development projects, including projects being undertaken on a Build-Own-Operate (BOO) basis/ Build-Own-Transfer (BOT) basis, and to seek opportunities in relation to highways and expressway projects, and real estate development. JAL has diversified into the rapidly growing real estate sector and is presently developing a unique golf centric real estate development through Jaypee Greens, a division of JAL, at Greater Noida, and proposes to develop a total of 8 million sq. ft of real estate. The Yamuna Expressway Project coupled with the Real Estate Development, involving development of a 165km six lane access controlled expressway linking Agra to Noida and development of 6,175 acres of land at five locations for commercial, industrial, institutional, residential and amusement purposes further provides the Group with extensive real estate development opportunities. JAL has also been awarded a contract for construction of a 1047 km expressway in Uttar Pradesh. After establishing a satisfactory presence in the development of hydro-power projects as an Engineering Procurement and Construction (EPC) contractor and on a Built-OperateOwn (BOO) basis, the company is now entering into other areas related to the energy sector including, amongst others, the development of thermal power projects, oil & gas exploration, coal mining and reconnaissance surveys with a focus on developing into an integrated power player. JAL intends to focus on undertaking medium to large river valley/hydro-power projects on an EPC contract basis, whereby the company takes the responsibility not only for the design, construction, testing and commissioning of civil and hydro-mechanical works, for which the company possesses the capacity, expertise and experience, but also for the design, construction, testing and commissioning of electro-mechanical works through joint venture partners. In addition, the company also intends to leverage on its strength in engineering and construction in relation to hydropower projects to continue to look at opportunities to undertake hydro-power projects on a BOO basis. In view of the Government's encouragement of hydro-power projects to meet the current energy supply demand imbalance and to meet projected increases in power demands and to rebalance the thermal power/hydro-power mix, the company expects that there will be increased business opportunities in the hydro-power sector, both on an EPC contract basis and on a BOO basis. The company's success in the hydropower sector in integrating its strengths in engineering, technology, project management and construction expertise together with its large well-trained workforce and its highly specialized machinery, plant and equipment, provides it with a significant competitive advantage. 0 15

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The Group's principal areas of activities are categorized into the following segments:

2.3 Engineering and Construction
JAL has been involved in the construction of major engineering projects in India for over 30 years, specialising in complex hydro-power and river valley projects. In the year ended 31 st March 2009, the total income of the Company contributed by the engineering and construction segment amounted to Rs 2,909.4 crore, compared with Rs. 1,772.2 crore in the year ended 31 5' March 2008. Three large projects - the Srisailam Project, the Karcham Wangtoo Project and the Yamuna Expressway Project are in advanced stages of implementation and have contributed significantly to the increase in revenues. JAL has completed a number of projects in India and abroad, e.g. the Baspa Stage II 300 MW hydro electric project and the Chamera Stage II 300 MW hydro electric project, both in Himachal Pradesh, the 400MW Vishnuprayag Project in Uttrakhand, the 250 MW Canal Head Power House of Vadgam Saddle Dam in Gujarat, the 1,000 MW Indira Sagar Project in Madhya Pradesh, the 390 MW Dul Hasti Hydroelectric Project in Jammu & Kashmir and the Head Race Tunnel and Power House Complex of 1,020 MW Tala Hydroelectric Project in Bhutan. The two hydro-power projects in Himachal Pradesh and the Vishnuprayag Project in Uttrakhand were executed on an EPC contract basis. Details of major work completed by the Engineering and Construction Division of JAL are as under:
Year

Project

1974 Ukai Dam Project 1977 Salal Hydro-electric Project Garwhal-Rishikesh Chilla Hydel 1979 project- Veerbhadra Barrage 1981 1985

Major Works Completed Left Main canal; cross drainage works; tail race channel Excavation of spillway, Power House; cut-off wall (1974); Reinforced Protection Wall (1977)

1986

1986 1987 1987 1989 1989 1991 1993 1994

Channel works and concrete Barrage works Earth dam; and mine road (1979); hole dam (1981) Kudremukh Iron Ore Project Brahmaputra Road Bridge Approach bank and guide bind bund Excavation of Sardar Sarovar Dam foundation (1981) Fault Zone treatment of Dam Foundation (1984)Construction of blocks 1 to 20 of Sardar Sardar Sarovar (Narmada) Project Sarovar Dam (1986) Two diversion tunnels(1986); river bed excavation; and and fill placement of upstream coffer dam (1990); Foundation excavation (1991);and fill placement excavation of chute spillway(1997) Tehri hydro-electric project Karjan reservoir project Concrete gravity dam Indira Sarovar (Bodhghat)Hydro- Two Adit tunnels and excavation of Power House pit electric project Merchant and wire rod rolling mill; raw material Vishakapatnam steel plant handling station; and peripheral boundary wall Sardar Sarovar (Narmada)) Project Four Rockfill Dams and link Channels Trunk Sewer (1983); Sewerage Network in Bagdad Sewerage Projects in Iraq (1986); and Technical Training Centre (1991) Concrete gravity dam and lining of Diversion Chamera Hydro-electric Project Tunnel Raising height of existing Lakya Earth Dam and Kudremukh Iron Ore project construction of tunnel spillway

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Year 1998 2002

2003 2004 2004 2005

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

2005 Talc Hydroelectric Project

2006 2006 2007 2007

2007 Tala hydro-electric project

2007 Omkareshwar Project Teesta (Stage-V) Hydro-electric 2008 Project

An important part of the business of the engineering and construction segment is being carried out on an Engineering Procurement Construction (EPC) basis, for which the company provides EPC and project management services. It is expected that demand for turnkey construction services will increase in India as developers seek to streamline development and construction processes by dealing with a single entity. Turnkey projects normally require the construction company to design, engineer and construct and commission the project based on parameters, requirements and technical specifications established by the developer of the project. The company in such projects acts as a general contractor assuming full responsibility for overall project management and supervision or providing and operating various special purpose machinery and equipment and procuring basic construction materials. The company has also signed two memoranda of agreement with the Government of Arunachal Pradesh (GoAP) for setting up two BOO hydroelectric projects with an aggregate capacity of 2,900 MW. The company currently has projects with a total original contract value of Rs. 39,046.77 crore (excluding Yamuna Expressway Project which is a Cost plus Contract) under development and the aggregate contract value pending execution is Rs 34,023.44 crore (including Yamuna Expressway Project). A list of contract under execution is as under:

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Rs Crore

S.No. Name of the Project Start Date Due Date of Completion 1 Sardar Sarovar(Narmada) Project, Gujarat - Apr.' 87 of Construction Concrete Dam Power J.K.State Development Corporation - 450 Baglihar MW April '99 Hydroelectric Project (Stage-I)

Value of Contract

Work completed Schedule of upto Completion 31.03.09

Remarks

January '98

538.00 (Revised)

461.86

The work is in per progress as March 2010 revised schedule. Extension Applied The work is in progress to the satisfaction of the client. Agreement June 2009 signed on 28 th June (anticipated) '02. Action being taken to start pre commencement activities. Agreement signed 50 Months on 28th June '02. from the Action being taken effective to start pre date of start commencement activities. Contract Agreement signed Nov. '2011 on 18.07.2003. Contract Agreement signed on 25' h August 2005. August ' 2010 Delay on account of non-availability of land by the Project Authority. Contract Agreement signed Noveember Mar.2011 07 '07 and Preliminary works started at site. Contract Agreement signed on 31 0 January Jan.' 2010 and 2008 works Preliminary started at site. Work yet to be 48 Months started. from appointed date

2

Dec. '2004

1,790.39

1,775.91

3

4

5

Power J.K.State 50 Months Development from the Corporation - 450 June 2002 effective MW Baglihar date of start Hydroelectric Project (Stage-II) 1000 MW Karcham 72 Months Wangtoo H.E.Project from the July 2003 effective in H.P. date of start Alimineti Madhav Project Reddy (AMRP), Andhra Pradesh August '05 August ' 2010

410.00

4,144.38

1773.04

1,925.00

369.01

6

Yamuna Expressway Project between Noida and Agra

Nov. '07

Nov. '2010

Cost plus Contract

577.62

7

Zirakpur-Parwanoo in Expressway Punjab, Haryana & March '08 Himachal Pradesh

Jan.' 2010

414.00

65.89

8

Ganga Expressways 1047 (Eight Lane Appointed 48 Months connecting Km.) from date yet Greater Noida and to be appointed Balia and related decided date activities Total

29,825.00

39,046.77

5,023.33

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Details of proj 690 MW Ratle HE Project in Jammu & Kashmir 444MW Vishnugad Pipalkoti HE Project in Uttaranchal Construction of Airport at Itanagar, Arunanchal Pradesh HRT and Power House Complex (Dibang Lot:4) of 3000MW Dibang Multipurpose Project in Arunachal Pradesh. Key Strengths Vertically Integrated E&C Solutions JAL's ability to provide complete solutions from concept to implementation gives it a
clear ricivnntane over rnmnetitnrs __

Design Conception
Group's design house was established in 1992 and currently employs over 100 engineers Internationally renowned experts with Collaboration Institutes and Universities 4. Design team is a competitive advantage in bidding contracts

Engineering Planning
JAL's engineering house specializes in civil, hydromechanical and electromechanical engineering Experience in planning some of India's largest E&C projects to date Utilizes the latest offer technology to precision solutions JAL's integrated design engineering and eliminates interface problems and delays

Solution Implementation
The Company has successfully executed 17 projects to date JAL's track record in its execution proves ability to consistent complete projects in line with initial engineering plans, costs and timing Senior management, engineers and specialists onsite overseeing projects Largest fleet of mobile and dedicated machinery

4.

4.

JAL's integration capability has enabled the company to undertake projects on an engineering, procurement and construction ("EPC") / turnkey basis and venture into BOO projects as well. Superior Cost Control JAL is able to undertake contracts at low cost levels without sacrificing quality of execution through its unique cost control measures. Experience 40 years of experience in the E&C business Due to the highly technical nature of hydro power projects, JAL's specialized experience in this sector is of particular significance to cost structure In-house heavy machinery engineering workshop fabricating hydro-mechanical equipment Significantly reduces the capital expenditure requirements Producing 3,000 tons of equipment per year Ability to control projects from beginning to end Allows for seamless integration from design to execution, reducing delays and cost overlaps Eliminates the need for costly subcontractors Internationally competitive design team eliminates the need to contract external design house Data voice & video through VSAT enables seamless connectivity
19

In-house machinery workshop

Vertical integration

In-house design
team

Dedicated VSAT

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system

since

between all offices & works throughout the country All JAL sites are monitored through a daily reporting system that records progress of projects Daily record allows JAL to identify cost inefficiencies as they occur Managing Directors / Whole Time Directors monitor projects onsite Ability to make immediate decisions reduce time delay Allows for maximum coordination between management and working team

2001 Daily reporting system

On-site Management by Directors

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

Jaypee Rewa Plant

Jaypee Bela Plant

A blending unit of 0.6 MMTA capacity. Ordinary Portland cement Jaypee Cement Blending manufactured at Jaypee Rewa Plant is transported by tankers to this unit Unit, Sadva Khurd, where fly ash procured from National Thermal Power Corporation Limited Allahabad Uttar Pradesh (NTPC), Unchahar is blended with the Ordinary Portland Cement to manufacture Pozolona Portland Cement. A fly ash pit head based grinding unit has the capacity to produce 1.0 Jaypee Ayodhya Grinding MMTA of cement for which clinker is transported by rail/road from Jaypee Operations, Tanda, Uttar Rewa Plant while the fly ash is sourced from NTPC's thermal plant located Pradesh at Tanda itself. Chunar and Dalla
3.00 MMTPA capacity Cement plant has been commissioned.

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Manufacturing Facilities
Cement Plant idhi Cement Plant Grindin•unit at Panipat iypee Gujarat Cement ant

Details

le plant has a capacity of 2.00 MMTPA and was commissioned in 2009. 1.5 MMTPA

Man

I • •

UI

1.2 MMTPA plant has been set up.

Capacity Additions is expanding its cement manufacturing capacity in Central, Northern and Western India through greenfield additions, acquisitions and its subsidiaries and joint ventures. The company is setting up a 1.5 MMTPA cement capacity at Baga in District Solan of Himachal Pradesh with split location grinding units at Bagheri (2.0 MMTPA) and Panipat (1.5 MMTPA). 1.5 MMTPA capacity grinding unit has already been commissioned in Panipat. This plant will also have a captive power plant with a 25 MW capacity, which will use municipal solid waste as an alternative fuel for the first time in the country. The company also plans to set up a split location grinding unit at Roorkee of 1.2 MMTPA. This will put the company in a competitive position vis-à-vis its competitors in the zone. With this, the company will have total installed capacity of 6.2 MMTPA in the northern zone.
The company

In Central India, the company has set up Jaypee Sidhi Cement plant in the State of Madhya Pradesh with installed capacity of 2 MMTPA along with a captive power plant with a 35 MW capacity. In addition to the above, the company has taken over the assets of UP Cement Corporation Ltd. and has upgraded and modernised the acquired plant to a 3.0 MMTPA capacity along with captive thermal power plant, which is now fully commissioned. The company is in the process of setting up additional capacity in Central Zone comprising of JP Super Dalla (1.1 MMTPA) and Sikenderabad, U.P. (1.0 MMTPA). JAL has entered into two joint venture with Steel Authority of India Limited (SAIL) to set up slag-based split location cement manufacturing units in the country. Under the first joint venture, split location cement manufacturing units are to be set up at Satna in Madhya Pradesh and Bhilai in the State of Chattisgarh with installed capacity of 2.2 MMTA. Under the second joint venture manufacturing units are to be set up at Bokaro in Jharkhand with an installed capacity of 2.1 MMTPA. The company is in the process of setting up project Balaji, a 3.5 MMTPA Cement Plant in Andhra Pradesh. The project was originally domiciled in Jaypee Cement Limited (JCL) a wholly owned subsidiary of JAL, which has since mergerd with JAL w.e.f. 15th May 2009. The company is also in the process of setting up new cement capacities in the State of Gujarat amounting to 5.4 MMTA in two phases namely SP1 and SP2. The project was originally domiciled in Gujarat Anjan Cement Limited (GAOL), a subsidiary of Jaypee Cement Limited (JCL), which have since mergerd with JAL w.e.f. 15 1h May 2009. With the above capacity addition, the Group will have a total capacity of 33.50 MMTPA in India by FY 2012. The company is the preferred bidder for setting up of a cement manufacturing plant in Assam. The said project is subject is formal approval of the Government.
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Summa of o•erational and under im•lementation ca.acit :

Project \ Region

Expect. Commissioning

Total Capacity

CPP

No. of No. of Integrated grinding Plants units 2 3 1 3 2 1

North India Himachal Pradesh Central India Rewa Complex UP Cement Complex JP Super Dalla Sikandrabad Jaypee Sidhi SAIL JV (Bhilai) SAIL (Bokaro) Western India SP1 SP2 Southern India Balaji Total

FY09 & FY10 Operational Operational FY 12 FY 11 Operational FY10 FY12 FY10 FY10 Jun-11

j

6.20 7.0 3.0 1.1 1.0 2.0 2.2 2.1 2.4 3.0 3.5 33.50

25MW 88MW 65MW

35MW 79MW 35MW 327MW

1

-

1
-

1 1 1 1
-

1 1 1 12

10

2.5 Real Estate development
JAL is developing premium golf centric complex of about 8 million sq ft. at Jaypee Greens in Greater Noida, primarily consisting of high-end residential development for high networth individuals and corporates. Jaypee Greens is located at the heart of Greater Noida, one of the fastest growing townships in the National Capital Region of Delhi with world-class infrastructure. A six-lane expressway connects Greater Noida to Delhi with a travel time of about 35 minutes. An 18-hole Greg Norman signature international championship course with a practice range of about 194 acres of land including a club house, golf academy, health club, swimming pools and restaurants and bars are already in operation. The golf course is the longest in India and the third largest in Asia while the practice range is the largest in India. The company envisages developing approximately 1550 residential units of various types over the next three to four years and up to 31st March 2009 about 2.9 million sq ft. comprising 915 units were sold by the company. In the year ended 31 st March 2009, the total income of the Company contributed by the Real Estate segment amounted to Rs 455.94 crore, compared with Rs. 273.86 crore in the year ended 31 st March 2008. In addition to the above, JIL has acquired till 31 st March '09 1150 acres of land in Noida and will acquire an additional 85 acres of land in Noida for real estate development as per the provisions of the Concession Agreement. As on 31 st March 2009, JIL has received consideration of Rs 555.23 crore by way of real estate of proceeds. JIL will take advantage of the Jaypee Greens brand and will develop the land acquired in Noida as Jaypee Greens, Noida.

2.6 Hospitality
The company owns Jaypee Residency Manor located in Mussoorie, a 90 room hotel. The operation and management of the hotel was been undertaken by Jaypee Hotels Limited (JHL). JHL which has since merged with JAL w.e.f 15 th May 2009, owns three 5 star deluxe hotels in northern India, namely Jaypee Siddharth Hotel with 98 rooms located at Rajendra place in New Delhi, Jaypee Vasant Continental with 119 rooms located at

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Vasant Vihar, New Delhi and Jaypee Palace Hotel with 344 rooms and a convention centre with a capacity of 1,200 persons in a complex of about 25 acres at Agra in Uttar Pradesh. During the year ended 31 st March 2008, the average occupancy levels for Jaypee Vasant Continental, Jaypee Siddharth and Jaypee Palace Hotel were approximately 83%, 77% and 60% respectively. The average room rents were Rs.9303, Rs.7597 and Rs.4090 respectively.

2.7 Capital Structure & Share Holding Pattern
Capital Structure Particulars As on 31 st March 2009 Amount (Rs Crore) 2,468.80 31.20 236.76

Authorized Capital
- - - 12,34,40,00,000 Equity Shares of Rs 2 each 31,20,000 Preference Shares of Rs 100 each 118,38,00,579 equity shares of Rs 2 each fully paid up.

Issued, subscribed and paid up
[86,08,65,055 Equity Shares [Previous Year 86,08,65,055] allotted as fully paid-up in terms of the Scheme of Amalgamation effective from 11.03.2004. 2,02,19,850 of Rs.2/- each fullypaid up Equity Shares [Previous Year 2,02,19,850] allotted for cash under "JaypeeEmployees Stock Purchase Scheme 2002". 16,83,36,849 Equity Shares [Previous Year 16,60,58,687] allotted for cash on conversion of Foreign Currency Convertible Bonds. 12,43,78,825' Equity Shares [Previous Year 12,43,78,825] allotted as fully paid in terms of Scheme of Amalgamation effective from 22.08.2006. 1,00,00,000 Equity Shares [Previous year - NIL] allotted for cash to Promotors on Preferncial Basis.

Shares Capital Suspense
21,80,10,985 Equity Shares of Rs. 2/- each fully paid up to be allotted pursuant to Scheme of Amalgamation, for consideration other than cash, effective from 27.05.2009 Shareholding Pattern Sr. No. 1 2 3 4 5 6 7 8 9 Type of Shareholders As on 31 s, March 2009 Number of % of total Shares held Shares 535,493,989 50,484,513 65,923,450 138,264,658 7,464.572 6,220,532 282,175,400 89,177,676 8,595,789 1,183,800,579 45.24 4.26 5.57 11.68 0.63 0.53 23.84 7.53 0.72 100.00 43.60

with the Promoters Group Indian Financial Institutions, Insurance Companies and Banks Other Indian Companies and undertakings Resident Indians Non-resident Indians ( NRI) Non-resident Companies Foreign institutional investors/FII Mutual Funds Others: Trusts, Clearing members & in transit
Total

O /C/C/

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Note : Pursuant to the Scheme of Amalgamation U/s 391/394 of the Companies Act, 1956, (i) Jaypee Hotels Limited {Transferor Company} engaged in business of Hospitality, Real Estate Development and Civil Engineering; (ii) Jaypee Cement Limited {Transferor Company} engaged in the business of the setting up of Cement Plant; (iii) Jaiprakash Enterprises Limited {Transferor Company} engaged in business of Civil Engineering Construction, Limestone Mines and Real Estate and (iv) Gujrat Anjan Cement Limited {Transferor Company} engaged in the business of the setting up of Cement Plant stand merged with Jaiprakash Associates Limited {Transferee Company} w.e.f. April 01,2008 (Appointed Date). The Scheme of Amalgamation has been approved by the Hon' ble High Court of Judicature at Allahabad on May 15, 2009. In terms of the Order of Hon' ble High Court of Judicature at Allahabad, Sanctioning the Scheme and is effective from May 27, 2009. All the business undertakings, assets, liabilities, rights and obligations of the Transferor Companies stood transferred to and vested in the Transferee Company with effect from 1 St April, 2008. The promoters of JAL are Shri Jaiprakash Gaur and his associates, who together with their associated interests comprise the Promoters Group. As at 31 st March 2009, the Promoters Group held approximately 45% of the issued capital. The shares of the company are listed on the NSE and the BSE. 2.8 Board of Directors The composition of the Board of Directors of JAL is as under:
S. No.

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

Name Shri Jaiprakash Gaur Shri Manoj Gaur Shri Sunil Kumar Sharma Shri Sarat Kumar Jain Shri A. K. Sahoo Shri Keshav Prasad Rau Shri Gopi K. Arora Shri R. N. Bhardwaj Shri S. C. Bhargava Shri B. K. Goswami Shri B. K. Taparia Shri S.C. Gupta Shri M. S. Srivastava Shri Sunny Gaur Shri Pankaj Gaur Shri R. K. Singh Shri Ranvijay Singh Shri Shyam Datt Nailwal

Designation Director (Founder Chairman) Executive Chairman Executive Vice Chairman Vice Chairman Nominee (LIC) Nominee (IDBI) Director Director Director Director Director Director Director Managing Director (Cement) Jt. Managing Director (Construction) Whole-time Director Whole-time Director Whole Time Director

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

N
o.

Particulars

Currency

Issue Size

FCCB Converted

Conversion in %

FCCB o/s ( In Mn)

Date of Maturity

97.94 FCCB-1 USD 100.00 97.94 2.06 17.02.2010 4.73 97.07 FCCB-II 09.03.2013 EURO 165.00 160.17 1.12 395.50# 12.09.2012 FCCB-III USD 400.00 4.50 # JAL has since bought back FCCBs of face value USD 40 mn in March 2009 of FCCB-III at an average discount of 50%. Accordingly, the outstanding in FCCB-III as on 31 s, March 2009 is USD 355.50 mn. JAL's accounts with its lenders are regular and the company has a satisfactory credit record. The detailed Debt Profile is given as Annexure II.

2.10 Key Financials
While key past financial performance of JAL is presented hereunder, detailed financial of the Company are given at Annexure III hereto: Rs Crore)
articulars as on 31-Mar-05 31-Mar-06 31-Mar-07 31-Mar-08

Share Capital Reserves & Surplus Equity Warrants Revaluation Reserve
Net worth

176 1,059 10
1,223

215 2,467 536
2,145

219 2,654 309
2,564

234 3,965 399 308
4,290

Secured Loans Unsecured Loans Net Fixed Assets Net Current Assets Total Income
EBITDA

2,388 659 2,406 1,164 2,901
675

2,539 1,498 3,344 2,302 3,328
794

3,523 1,830 5,150 1,787 3,576
1,040

4,501 3,665 7,931 2,168 3,978
1,097

PBT PAT
Cash Profits

329 208
420

765 640
792

620 415
585

843
610 883

ey Ratio/Indicators

31-Mar-05

31-Mar-06 31 -Mar-07 31 -Ma r-08 23.87% 29.09% 27.57%

EBIDTA Margin PAT Margin
Equity (considering DTL and FCCB as equity) Debt to Equity (considering DTL and FCCB as debt) Current Ratio TOL/TNW (incl. DTL as Equity) RONW Debt to

23.29% 7.16%
26.89%

19.23%
35.64%

11.60%
24.18%

15.32%
19.66%

1.22 2.89 1.84 2.60

0.84 2.11 2.20 2.27

1.10 2.28 1.72 2.56

1.00 2.03 1.57 2.47

0
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The Equity Share capital includes 860,865,055 fully paid Equity Shares allotted in-terms of the Scheme of Amalgamation from 11.03.2004. Further, 20,219,850 Equity Shares were allotted under "Jaypee Employees Stock Purchase Scheme 2002" and 166,058,687 Equity Shares were allotted for cash on conversion of FCCB and 124,378,825 Equity Shares were allotted as fully paid up in-terms of Scheme of Amalgamation from 22.08.2008. JAL has robust Networth as on 31.03.2008 aggregating Rs 4290 crore (excluding DTL). Debt-Equity Ratio of JAL considering DTL and FCCB as equity stands at 1.00 as on 31St March 2008. Whereas, considering DTL and FCCB as debt, the same increases to 2.03 on the even date. Considering the various projects under execution in its Construction Division and ongoing expansions in its Cement Division, the Debt-Equity Ratio is satisfactory. The significant increase in PAT Margin during FY 2006 to 19.23% from 7.16% during FY 2005, is due to profit aggregating Rs 361crore, earned by JAL on the sale of shares of Jaiprakash Hydro-Power Limited, a Subsidiary Company of JAL. Impact of the same is reflected in the RONW during FY 2006 vis-à-vis RONW for FY 2005. PAT Margin during FY 2008 increased to 15.32% from 11.60% during FY 2007. During FY 2007, JAL has shown improved results as reflected in its PAT margin of 11.60% vis-à-vis 8.37% PAT during FY 2006 excluding profit aggregating Rs 361 crore, earned by JAL on the sale of shares of Jaiprakash Hydro-Power Limited. The RONW for the comparative period (excl. extraordinary income) has increased from 18.79% to 24.18%. A comparative statement of the unaudited results for the quarter ended 31 St March 2009 and for the audited result for 12 month ended 31 St March 2009 is as under: (Rs Crorel 12 months Quarter ended Quarter ended articulars ended 31st 31st March 2008 31st March 2009 March 2009 (Unaudited) (Unaudited) (Audited) 5,764.18 1,280.06 2,084.58 Net Sales from Operations 215.28 65.22 67.09 Other Operating Income 5,979.46 1,345.28 2,151.67 Total Income Expenditure (63.40) (66.16) (53.37) (Increase)/Decrease in Stock-in-Trade and Work-inProgress 1,140.04 3,061.82 Construction, 653.25 Direct Manufacturing, Hotel/Hospitality and Power Expenses 76.49 68.21 330.79 Employees Cost 761.57 213.40 226.48 Other Expenditure 1,379.61 4,088.02 881.49 Total Expenditure 772.06 1,891.44 463.79 EBIDTA 168.17 97.34 504.32 Less: Interest 308.97 Less: Depreciation 61.05 102.33 42.90 172.83 Add: Other Income 1,250.98 305.40 544.46 PBT 107.20 264.53 34.35 Current Tax 51.94 89.44 60.64 Deferred Tax 897.01 210.41 385.32 PAT 1,295.42 332.10 539.59 Cash Profit

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2.11 Other Group Companies
The Jaypee Group, has a number of subsidiaries and step-down subsidiaries through which it has ventured into the power sector, real estate & hospitality sector, highways & expressways, sports etc. The details thereof are enumerated hereafter.

2.11.1 Power Generation and Transmission
The Jaypee Group has diversified into power generation by entering into hydropower projects in the private sector on a BOO basis. The Ministry of Power announced in the 1990s that it would allow private sector participation in power generation in order to reduce the gap between generation of and demand for electricity. The Jaypee Group was among the first private sector entrants to the sector, leveraging for its own projects its existing experience in constructing dams and powerhouses as an engineering and construction company. For the year ended 31 st March 2008, the consolidated total income of the Group contributed by the hydropower segment amounted to Rs 666.4 crore.

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

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

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

1320 MW Thermal Power Plant at Sidhi in Madhya Pradesh
Pursuant to a joint venture agreement between JAL and the Government of Madhya Pradesh to set up a coal mining joint venture under the name of Madhya Pradesh Jaypee Minerals Limited (MPJML), JAL or its affiliates were required to set up a 1,000 MW thermal power plant (in two phases of 500 MW each) in Madhya Pradesh from the coal to be provided by the joint venture company from its mines. On 12 th December 2007, JPVL has entered into an implementation agreement with the State of Madhya Pradesh in relation to the project. Subsequent to a detailed survey of the available coal reserves, the capacity of the plant has been enhanced to 1,320 MW and a revised Implementation Agreement dated 27 March 2008 for 1,320 MW has been entered into with the State of 27

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

2.11.2 Expressways and Highways
Himalyan Expressway Limited Himalyan Expressway Limited (HEL) is a wholly owned subsidiary of Jaiprakash Associates Limited, incorporated to domicile four laning of Zirakpur-Parwanoo section of National Highway (NH)-22 including Pinjore-Kalka-Parwanoo Bypass from km 39.860 to km 67.000 on BOT (Toll) basis. The project achieved financial closure on 11", June 08. Jaypee Ganga Infrastructure Corporation Limited Jaypee Ganga Infrastructure Corporation Limited (JGICL) is a Special Purpose Vehicle (SPV) incorporated as a wholly owned subsidiary of JAL to implement the 1047 km long 8lane access controlled expressway connecting Greater Noida with Ghazipur-Ballia (Ganga Expressway). The Concession Agreement (CA) for the said project has been executed on 23rd March, 2008 between Uttar Pradesh Expressway Industrial Development Authority (UPEIDA) and JGICL. Preparatory work on the project has been initiated by the 28 PiCiCi

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SPV. As per the concession agreement, JGCIL is entitled to carry out real estate development on approximately 30,000 acres of land along the expressway at eight different locations in the districts of Bulandshahar, Etah, Raibarelly, Unnao, Allahabad, Pratapgarh, Mirzapur and Varanasi in Uttar Pradesh.

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

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

Brief financial of group companies are as under:

Jaiprakash Power Ventures Limited
Rs.in Lacs)

Particulars as on Share Capital Reserves & Surplus Net Worth Secured Loans Unsecured Loans Net Fixed Assets Net Current Assets Total Income EBIDTA PBT PAT EBIDTA Margin PAT Margin RONW

31-Mar-07 50,900 3,009 53,909 1,16,082 2,500 1,62,925 9,485 21,659 20,771 8,087 7,178 95.90% 34.56% 13.31%

31-Mar-08 53,250 45,054 98,304 1,12,299 2,500 1,62,500 39,043 40,454 37,786 21,509 19,055 93.40% 50.43% 19.38%

31-Mar-09 53,489 55,342 1,08,831 1,02,985 11,500 1,60,282 21,717 41,873 37,886 21,044 18,647 90.48% 49.22% 17.13%

Jaiprakash Hydro Power Ltd. Rs.in Crore
Particulars as on

Share Capital Reserves & Surplus
Net Worth Secured Loans Unsecured Loans

31-Mar-07 491.00

31-Mar-08 491.00

31-Mar-09 491.00

412.24 903.24 1,022.80
29

539.47 1,030.47 829.58

584.15 1,075.15 741.17

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Particulars as on Net Fixed Assets
Net Current Assets Total Income EBIDTA PBT* PAT* EBIDTA Margin s PAT Margin* RONW* * Inc] Extraordinary Items

31-Mar-07 1,588.40
380.98 356.52 331.36 224.84 199.54 92.94% 60.22% 22.09% 49.21

31-Mar-08 1,583.78
308.58 342.50 317.38 240.61 213.40 92.67% 67.24% 20.71% 68.40

31-Mar-09 1,584.22
234.49 317.91 294.48 161.19 142.86 92.63% 48.51% 13.29% -4.39

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3. PROJECT DETAILS
3.1 Project Company Particulars Project Company
Registered Office/ Corporate Office Date of Incorporation Constitution Date of Commencement of Business Sector Industry Class Project Category Sponsor Shareholding Project

JAYPEE INFRATECH LIMITED (JIL)
Sector 128, Distt. Gautam Budh Nagar, Noida - 201 304 (UP) April 05, 2007 Public Limited April 27, 2007 Private Transportation (Roads) Infrastructure Jaiprakash Associates Limited (JAL) 98.86 % by JAL Construction of a new access controlled Six Lane Expressway (extendable to 8-lane) between Noida and Agra with Service Roads and Associated Facilities on BOT (Toll) basis alongwith development of land, as an integral part of the Expressway project, aggregating 2500 hectares along the Expressway in the State of Uttar Pradesh. 165.537km excluding 23.80km Noida-Greater Noida Expressway to be operated and maintained by JIL. It may be noted that as per the Concession Agreement of the project, the length of the Expressway is envisaged to be 160 km. However, as per the DPR accepted by the YEA, the length of the expressway is envisaged to be 165.537 Km based upon the actual alignment. Yamuna Expressway Industrial Development Authority (YEA) February 07, 2003 Commercial Operation Date or 1 St April 2011 Considering zero date as January 2008 and with a construction period of 39 months, the Commercial operation date is 1St April 2011. Jaypee Ventures (P) Limited Design Aid Cushman & Wakefield

Project Length

Concessioning Authority Date of Signing CA Date of Commencement of the Concession Period Implementation Schedule

Major Project Consultants
Design Consultant Traffic Consultant Real Estate Development Consultant

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Appraisal Memorandum

3.2 Organization & Management of JIL 3.2.1 Capital Structure
As on 31 0 March 2009

Particulars Authorized Capital 100,00,00,000 Equity Shares of Rs 10 each - Issued, subscribed and paid up - 96,60,00,000 equity shares of Rs 10 each fully paid up.

Amount (Rs Crores) 1,000.00 966.00

3.2.2 Board of Directors
The Memorandum & Articles of Association of JIL provides for a minimum of 3 and a maximum of 20 directors on the Board of the JIL. The Board of JIL presently comprises the following directors: Name Shri Jaiprakash Gaur Designation Director Other Directorship Jaiprakash Associates Ltd. Jaypee Ventures Pvt. Ltd Manumanik Estates Pvt. Ltd. Sunvin Estates Pvt. Ltd. Samsun Estates Pvt. Ltd. Ceekay Estates Pvt. Ltd. Dhara Infra Developers Pvt. Ltd. Jaypee Ganga Infrastructure Corpn. Ltd. Jaiprakash Associates Ltd. Jaiprakash Hydro-Power Ltd. Gujarat Jaypee Cement & Infrastructure Ltd. Jaypee Karcham Hydro Corpn. Ltd. Jaypee Powergrid Ltd. Bhilai Jaypee Cement Ltd. Madhya Pradesh Jaypee Minerals Ltd. Jaiprakash Power Ventures Ltd. Jaypee Ventures Pvt. Ltd. Manumanik Estates Pvt. Ltd. Avni Housing Private Ltd. Indesign Enterprises Private Ltd. JPSK Sports Private Ltd. Jaypee Ganga Infrastructure Corpn. Ltd. Jaypee Arunachal Power Ltd. Jaypee Spa Infocom Ltd. Jaypee Hotels & Resorts Ltd. Jaypee Petroleum Private Ltd. Jaypee Hydro Carbon Private Ltd. Jaiprakash Associates Ltd. Jaypee Karcham Hydro Corpn. Ltd. Jaiprakash Hydro-Power Ltd. Jaiprakash Power Ventures Ltd. Madhya Pradesh Jaypee Minerals Ltd. Jaypee Powergrid Ltd. Jaypee Ventures Pvt. Ltd. Himalyan Expressway Ltd. Suneha Estates Pvt. Ltd. 32 °/C/C/

Shri Manoj Gaur

Chairman

Shri Sunil Kumar Sharma

Vice chairman

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Name

Designation

Other Directorship
Indesign Enterprises Pvt. Ltd. Jaypee Ganga Infrastructure Corpn. Ltd. JPSK Sports Pvt. Ltd. Jaypee Arunachal Power Ltd. Jaypee Hotels & Resorts Ltd. Jaypee Spa Infocom Ltd. Jaypee Petroleum Pvt. Ltd. Jaypee Hydro Carbon Pvt. Ltd. Jaiprakash Kashmir Energy Ltd. Jaypee Ventures Pvt. Ltd. Samsun Estates Pvt. Ltd. Indesign Enterprises Private Ltd. Himalyan Expressway Limited Bhumi Estate Developers Pvt. Ltd. Jaypee Development Corporation Ltd. JPSK Sports Pvt. Ltd. Jaypee Ganga Infrastructure Corpn. Ltd. JPSK Sports Pvt. Limited Vasujai Estates Private Limited Jaiprakash Exports Private Limited Himalyan Expressway Limited Jaiprakash Power Ventures Ltd. Jaypee Karcham Hydro Corpn. Ltd. Jaypee Ganga Infrastructure Corpn. Ltd. Bina Power Supply Company Ltd. Jaiprakash Hydro-Power Ltd.

Shri Sameer Gaur

Whole time Director

Smt. Rita Dixit

Whole time Director Whole time Director Director

Shri Har Prasad, Shri Suresh Kumar

Shri G.P.Gaur Shri P.K. Jain Shri Sachin Gaur

Director Director JPSK Sports Pvt. Ltd. Whole time Director Birla Corporation Limited Whole time Shri Anand Bordia Director C&C Constructions Limited Whole time Reliable Jal Shakti Vikas Pvt. Ltd Shri S.K. Dodeja Director A brief profile of the directors of JIL is presented in Annexure IV.

3.2.3 Organization Structure & Key Executives
JIL has identified Shri P. K. Aggarwal (Finance & Accounts), Shri S.G. Awasthi and Shri Ajit Kumar (Project Planning & Execution), Shri Ashok Khera (Land & Liaison) and Shri Himmat Singh (Personnel & Admin.), Ms Jhanvi Sharma and Ms Geeta Puri Seth as the key executives for the development of the Project and supervise the construction activities. In addition there would be a team of professionals at various levels specializing in critical functions related to design & planning, management of contracts, liaison with YEA, traffic management, finance & accounts as also human resources and administration. Proposed organization structure of JIL is presented at Annexure V. JIL has constituted a Project Management Team (PMT) comprising personnel with requisite skills and qualification for execution of the project. Further, The PMT along with the Design Consultants and other consultants would coordinate with the Contractor, Subcontractor and various other consultants involved in the execution of the project. JIL directly or through JVPL has retained the services of renowned design consultants as well as proof checkers as detailed hereunder:

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Consultant

Responsibility

Design consultants for Yamuna Expressway ICT L.R. Kadiyali & Associates Proof checkers of the designs of ICT Design consultants the interchanges CES Proof checkers of the designs of ICT IIT, Roorke These consultants have assisted the Company in preparation of the DPR and would be part of the core team to oversee the Project execution along with the PMT.

3.3 Description of the Project
The GOUP intends to create a high-density road corridor by developing expressway for safe and faster uninterrupted movement of passenger and freight traffic. The strategic location of the Yamuna Expressway connecting Delhi with Agra will provide much awaited relief to the already congested existing arterial roads on either side of the Expressway - NH2 and Old Grand Trunk Road (NH 91). The GOUP has decided to develop Special Economic Zone (SEZ) with brand name Taj Economic Zone (TEZ) and Taj International Hub airport in this region. The proposed Yamuna Expressway is so aligned that it will also serve the areas proposed for regional development in the way of Taj Economic Zone (TEZ), land development for commercial, industrial, institutional, amusement and residential purposes, which will in-turn promote economic development of the State. Yamuna Expressway will also provide rapid transport to the proposed Taj International Hub Airport. To summarise, the objectives of the proposed Yamuna Expressway are as follows: To provide a fast travel corridor to minimize the travel time from Delhi to Agra. To connect the main existing and proposed townships/commercial centers on the eastern side of Yamuna River. To relieve traffic congestion on NH-2 which runs through cities of Faridabad, Ballabgarh and Palwal Based on the bid of 36 years concession period from COD, JIIL, a Jaypee Group company, emerged as the preferred bidder and YEA issued the LOA on 23 rd January 2003. Thereafter, the CA was executed between JIIL and YEA on 7 th February 2003. In terms of the requirement of the bidding process, JIIL submitted Detailed Project Report (DPR) to YEA, in terms of the provisions of the CA, on 1 1 th June 2003. The total construction period envisaged for the Project was 7 years from the date of execution of the CA, with provisions for extension. Subsequently the project was transferred to Jaypee Infratech Limited on 22 nd October 2007. The concessionaire could not commence the construction of the Expressway immediately because of the delay in land acquisition. YEA subsequently started transferring land to the company in 2006 and the company commenced the construction of the Expressway from January 2008. In the intervening period, significant changes have occurred in the study area, which are likely to impact the earlier projections of traffic diversions. These changes include proposed widening of National Highways, planning of airport and SEZ at Jewar, adjacent to the expressway and dedicated Eastern freight corridor between Dadri and Kanpur. In the mean time, YEA approved the alignment of the Expressway and JAL submitted a revised DPR to YEA, after factoring in the impact of the changes in the study area since the date of execution of the CA. In terms with the provisions of the CA, Jaypee Infratech Limited, a Special Purpose Vehicle (SPV), was incorporated on 5 th April 2007. Further, all rights and obligations of JAL were transferred to JIL in terms of the 'Assignment Agreement' dated 19 th October 2007 entered amongst JIL, JAL and YEA and the 'Project Transfer Agreement' dated 22 nd October 2007 entered between JAL and JIL. 34

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3.4 Brief on Yamuna Expressway Industrial Development Authority
The intention of GOUP to build a new road entirely through Uttar Pradesh (UP) to connect Agra with Delhi through an access controlled expressway required creation of a separate body to conceive, plan and construct the Yamuna Expressway in its entirety including road and regional development along the expressway. With this view in mind GOUP set up Yamuna Expressway Industrial Development Authority (YEA) vide its Notification No.697/77-4-2001-3(N)/2001 dated 24 th April, 2001, under U.P. Industrial Area Development Act, 1976 (U.P. Act No.6 of 1976) for anchoring development of Yamuna Expressway project. The main responsibilities of YEA, inter alia, included: Execution of Yamuna Expressway Acquisition of land for construction of Expressway and area development. Preparation of Zonal plan/Master plan for planned development along the Expressway. Development of drainage, feeder roads, electrification and other facilities in the area. The constitution Board of YEA is as under: Principal Secretary, to the Government, Uttar Pradesh, Industrial Department Ill and Industrial Development Commissioner . Principal Secretary, to the Government, Uttar Pradesh, Public Works (i) Department or his nominee not below the rank of Joint Secretary Secretary, to the Government, Uttar Pradesh, Avas or his nominee (ni) not below the rank of Joint Secretary Principal Secretary, to the Government, Uttar Pradesh, Finance Department or his nominee not below the rank of Joint Secretary Managing Director, Uttar Pradesh State Industrial Development Corporation Chief Executive Officer, New Okhla Industrial Development Authority Chief Executive Officer, Greater New Okhla Industrial Development Authority Secretary, to the Government, Uttar Pradesh, Industrial Development District Magistrate, Gautam Budh Nagar District Magistrate, Agra (xii) Chief Executive Officer

Chairman Member Member Member Member Member Member Member Member Member Member Secretary

Senior Management & Organization of Yamuna Expressway Industrial Development Authority: Chief Executive Officer Shri Lalit Srivastava, IAS Addl. Chief Executive Officer Shri Y. K. Bahl Dy. Chief Executive Officer Shri R. K. Singh, PCS Information Officer Shri S. P. Singh Approximately 334 villages of District Gautam Budh Nagar, Bulandshahar, Aligarh, Mahamaya Nagar (Hatras), Mathura and Agra are Notified under Yamuna Expressway Industrial Development Authority vide various Notifications of Govt. of U.P. YEA has recently launched residential plots along the proposed Yamuna Expressway of various dimensions from 300 sq meters to 4000 sq meters. Towards the said objective of GOUP, YEA has conceptualized an integrated project

comprising:
1. A 6 lane (extendable upto 8 lanes) Expressway proposed to take off on the existing Noida-Greater Noida Expressway near Jaypee Greens, Greater Noida, PGA Golf Course and terminating near NH-2 at Etmadpur near Agra on BOT (Toll) basis coupled with;

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2. Development of land aggregating 2500 hectares at five locations, including one at Noida admeasuring 500 hectares or 1235 acres, for various segments such as residential, commercial, retail, hospitality, golf course and schools.

3.5 Yamuna Expressway 3.5.1 Location of the Yamuna Expressway
The proposed alignment has its origin at Greater Noida. The alignment passes through Chuharpur Khadar, and crosses Lohiya Nalla near Gharbara village. It then crosses Bhuriya Nalla and Jaganpur Nalla. The alignment thereafter crosses Bhuriya Nalla near village Dankaur. After this, it passes through depression area near Dungrapur Rilkha. It then crosses the road, joining Raunija and Mirzapur villages, and a minor canal. The proposed alignment crosses Siwara minor near Dhundhera village at 195m elevation. It then crosses an unmetalled road near Sultanpur village. The alignment crosses a road joining Tappal and Nagla Kurana villages at elevation of 180m. It then crosses Untasani minor at 191m elevation near village Marorgarhi. It passes near Gairula minor at about 191m elevation, near Gairula village. The alignment passes through Awakhera village at 192m elevation, Kulana village at 186m elevation, and a minor at 185m elevation. The alignment crosses Bhureka drain near village Bulakpur. It then crosses an embankment near Sultanpur Kothi village, and a road coming from Sultanpur at 177m elevation. The alignment crosses Mat minor near Laxminagar village and near village Asthal Kashidas. It crosses a metalled road joining Mat and Jabra villages at 180m elevation. It again crosses Mat minor near Bhim village. The alignment also crosses through Nagla Ratandas village at 176m elevation. At 179m elevation, it crosses Daharwa minor near Dudhadhari village. It then crosses a railway line and its adjacent road. The alignment crosses Mahaban distributory, and then Mahaban drain, near Khapparpur village. It then crosses Sihora minor at 179m elevation. The alignment finally joins NH-2 at 160m elevation near Nagla Gola village and Agra city. The alignment is depicted below:

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The sections of the Yamuna Expressway which fall under various districts are given in the table below: Road Section
Km 0- Km 40

Km 40- Km 60 Km 60 -Km 150 Km 150-Km 165.537

Jurisdiction of Districts Gautam Budh Nagar Aligarh Mathura Agra

The important towns and villages along the proposed Expressway are given in the table below:

Na me

of Village

/ Town

Noida Dhankaur Mirzapur Jewar Tappal Nohjhil Mat Raya Baldev Etmadpur

Name of Districts Gautam Budh Nagar Gautam Budh Nagar Gautam Budh Nagar Gautam Budh Nagar Aligarh Mathura Mathura Mathura Mathura Agra

Uttar Pradesh has a common border with Nepal and Uttaranchal in the North, Himachal Pradesh, Haryana, Delhi and Rajasthan in the West and South-West, Madhya Pradesh and Chhatisgarh in the South and Bihar and Jharkhand in the South-East. Uttar Pradesh is the most populous State of India accounting for over 16% of the total population of the country. In terms of area it is the fifth largest State in India. The State has several places redolent with history, many of them consecrated by their association with all faiths. Fairs and festivals held in the State every year attract thousands of people from all parts of the country. The State has lot to offer to the tourists such as hill stations, jungle treks, angling in rivers, shoot with the camera in the wildlife sanctuaries, places of worship for different faiths, and other places of historical and mythological importance. Brief description of the important places in the project influence are as given below:

Agra
Agra is the headquarters of Agra District. It is home to the Taj Mahal. To many, Agra is a centre of pilgrimage, being the birth-place of Mizra Ghalib, Urdu's greatest poet, and of Aftab-i-Musiqui Ustad Fayaz Khan, a leading light of the Agra Gharana of classical music. A pleasant town with a comparatively slow pace, Agra is known for its superb inlay work on marble and soapstone by craftsmen who are descendants of those who worked under the Mughals. Other places of interest in Agra are Itmad-ud-Daulah's Tomb, Radhaswamy Samadhi, Dayalbagh, Jama Masjid, Mariyam's Tomb, Chini-ka-Roza and Ram Bagh.

Aligarh
Aligarh is the headquarters of Aligarh district, formerly known as Koil, this was the site of an important fort. The ancient city of Koil has traces of Buddhist and Hindu temples of great antiquity. A famous Muslim University, Fort and Mosque are located here. The place is of historic importance as the Aligarh movement for the betterment of the community caught in difficulties after the 1857 Revolt, was started here by the Muslim leaders. It is also 37

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an important centre for handicrafts and metalware, especially locks. The nearest airport to Aligarh is at Agra. It is also easily accessible by rail and road from any part of the State. Mathura Mathura is the headquarters of Mathura district. Mathura's history dates back to 600 BC and archaeological remains have testified its importance. The earliest sculptural art of India, which is Buddhist, emerged in this region. The places of interest include Shri Krishna Janmbhoomi, Ghats, Jama Masjid, Kans Quila, Gila Mandir, etc. The nearest airport to Mathura is Agra. It is also easily accessible by rail and road from any part of the State. The tourist places in Mathura district are Vrindavan, Gokul, Mahuvan, Barsana and Nandgaon.

3.5.2 Land requirement
The total land required for Yamuna Expressway is estimated at 2066 hectares (5106 acres) as detailed hereunder: Land for Linear Ali• nment S. No. 1 Chainage Length (km) District Area (Hectares) (Acres)

2 3 4 5

000.00 to 041.44 041.44 to 059.64 059.64 to 140.92 145.42 to 148.00 140.92 to 145.42 148.00 to 165.53
Total

&

41.44 18.20 83.86 4.50 17.53
165.53

Gautam Budh Nagar Aligarh Mathura Hathras Agra

394.59 182.38 823.57 44.63 170.03
1615.00

975.03 450.66 2035.04 110.28 420.14
3991.00

Land for other facilities like interchanges, toll plazas, fuel stations, parking area has been estimated at approx 753 acres.

3.5.3 Characteristics of the area
Topography
The study area is situated between Latitude 27 0 00' N to 280 30' N and Longitude 77 0 30' E to 780 15' E. The elevation ranges from 160 m to 205 m above mean sea level (msl). The alignment is covered in several topographical maps of Survey of India, at 1:250,000 scale, 1:50,000 scale and 1:25,000 scale.

Slope
The minimum elevation along the alignment is 160 m, and the maximum is 205 m above msl. The topography of the area is considered to be flat. The land surface on the eastern side of the ridge slopes towards the river Yamuna with a general gradient of about 3.5 m per km. The Yamuna River has an average gradient of about 1 to 6000 from north to south. The slope along the proposed alignment is less than 4%. It implies that the land is best suited to design the expressway, as cutting and fillings required will be minimum.

Hydrology and water table
The project road alignment is in the catchment area of Yamuna river and passes through the high run-off area. A large area along river Yamuna gets inundated due to floods despite earthen bunds existing at select locations. The general ground water table is around 170 to 180 mts above msl in the project influence area underlain by discontinuous aquifers in porous formations. The general direction of flow of ground water is NW to SE. The potential of ground water yield varies from 1 to 10 litres/sec.

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Rainfall
The average rainfall along the alignment is 900-1000 mm/year. About 80% of the total rainfall occurs in July, August and September months with peak rainfall in July month. The table below shows the rainfall and temperature in the region along the alignment.

District
Aligarh Mathura Agra 902 820 951

Rainfall (mm)
855 867 1004 28.0 45.4 46.2

Temp 0C
2.0 1.4 0.5

Geology
The entire area is composed of alluvium of the Ganga plain with small patches of Dolomite/ Alwar group of rocks. The Kanker and Nudular limestone are common along the Yamnua ravines. Water in the wells is blackish in nature with 52% salinity. The majority of the area along the alignment is covered by unconsolidated sedimentary rock mainly composed of alluvium. The vast alluvial and sandy tracts of recent to sub-recent age occupy the greater part of the Gurgaon district and south of Delhi.

Industries
Majority of industries in the project area are agro-based. Other industries are textilebased, live stocks-based, mineral-based and chemical-based. There is major oil refinery at Mathura, sugar mill at Chhata in addition to leather industry at Mathura and Agra and cotton prints at Mathura. There are cottage industries at Nohjhil and Mat and miscellaneous at Raya.

3.5.4 Expressway Alignment
The Expressway is located at the western boundary of the State of Uttar Pradesh. It passes through districts, Gautam Buddh Nagar, Aligarh, Mathura and Agra of the State Uttar Pradesh. The Expressway is 165.537 Km long. The alignment of the Expressway between its junctions with Greater Noida (Km 0) and NH-2 at Agra (Km 165.537) road has been presently determined on the basis of strip survey from Km 0 to Km 165.537. The Expressway corridor passes through the plains of Yamuna river basin comprising alluvium deposits. It runs almost parallel to Yamuna river and goes closer at a few locations. There is no major river crossing the proposed Project Corridor. A large network of Canals and its branches exist in the project influence area. The Expressway crosses the Canal distributaries / Canal branches, Canal field channels and Canal escapes at number of places. The Expressway crosses NH-93, various State Highways, MDRs, ODRs and a large number of village roads. The Expressway passes through predominantly agro-based region, number of villages exist along the corridor. Their connectivity is mostly through village tracks. However, there is always a requirement to maintain integrity of the region and movement of carts, local pedestrians and local village operation which result in designing a number of pedestrian or cart track crossings to retain the integrity and agricultural base of the region. The Project of Yamuna Expressway entails development of commercial, business and industrial activities all along the corridor in a phased manner, more so with the opening of the Expressway. Gautam Buddh Nagar University, Economic Zone, IT City Centre and a number of commercial complexes are already in the planning stage in the initial portion starting from Noida in Gautam Buddh Nagar. An international airport is also planned around Km 33-35 along the expressway from zero point in Greater Noida. The 39

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development of Formula One track, the first of its kind in India, has already started near Dankaur which is 10 km from zero point in Greater Noida. Sections of the Corridor In view of the varying characteristics of the Project Corridor, it has been divided into following sections:
Section 1 Location

(Km)

2 3 4 5

Greater Noida - Taj International Hub Airport Taj International Hub Airport/TEZ - Tappal Tappal - Nohjhil Nohjhil - Raya Raya - Etmadpur

Greater Noida - Taj International Hub Airport This section will have a large number of developmental activities including educational institutions, commercial complexes, residential areas, international airport, business development, etc. Presently it is an agro-based area, which will be transformed into a modern developed region as it has lot of potential as well as plans which are likely to come up. In view of this, the Project Corridor from Noida to TEZ/Taj International Hub Airport (Km 0 to 35) is likely to get urbanized. It is proposed to plan this part of the corridor in such a way that it can sustain high-density habitation and requirements of the developmental activities. Taj International Hub Airport - Tappal
This is a predominantly agro base region. The region has a network of local village tracks and irrigation canals. This also includes MDR-70 (from Jewar to Khurja), which is crossing at Km 37.7. The major crossing is at Tappal through SH 22 A (Tappal to Khair). The road alignment is straight.

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

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Eastern Main Line - Kanpur-Acchut Meter gauge railway line and crosses the Expressway corridor at Km 109.50 near Raya.

(v)

Raya -Etmadpur

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

3.5.5 Details around the proposed alignment Railway line
North-Eastern Railway main line, Kanpur Achhnera Section Metre Gauge railway line running parallel to SH-33 crosses the Yamuna Expressway at Km 109.50 near Raya (Dudadhori).

Catchment area of Yamuna and Nalla
The Yamuna Expressway runs almost parallel to the Yamuna River and comes closer at a few locations. A large number of Nallas in the catchment area of Yamuna River cross the Yamuna Expressway. Canal pattern network The economy of the state and the influence area of the project corridor are predominantly agro-based. A large network of canals, rivers and distributaries exist in the project influence area, which cross the Yamuna Expressway. Major road crossings The Yamuna Expressway takes off from Noida to Greater Noida Expressway from Km 23.00 towards right and joins NH-2 at Etmadpur near Agra. En-route the Yamuna Expressway crosses NH-93, various SHs, MDRs, ODRs and a large number of village roads. The major road crossings in the Yamuna Expressway are enumerated below:

Approximate Location
Km - 36.3 Km - 37.6 Km - 48.2 Km - 67.3 Km - 80 Km - 89 Km - 100 Km - 109 Km - 123 Km - 153.4 Km - 159 Km - 165.537

Road Crossing
ODR Jewar to Sikanderabad MDR Jewar to Khurja SH-22A Tappal to Aligarh MDR 139 Naujhil to Khair MDR 123 Surir to Sultanpur MDR 123 Surir to Mat MDR 123 Mat to Raya SH-33 Mathura to Hathras MDR 102 Mathura to Soda bad NH-93 Agra to Aligarh MDR Agra to Jalesar NH2 Etmadpur

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

Total

4744

4032

Utility Shifting and Removal of Trees
The Concessionaire shall be actively involved to complete this task. The cost of the same shall be borne by JIL.

Encroachment Removal
The Concessionaire at its own cost shall remove encroachments. YEA shall provide administrative support to maintain law & order.

Clearances to be obtained
The Concessionaire shall obtain all necessary clearances required for implementing the project from the concerned authorities. YEA shall provide support in this regard.

3.5.6.2

Scope of Construction Work

The Concessionaire, as per the requirement of the CA, has submitted a DPR to YEA for approval in the year 2003 and the alignment was approved. Thereafter, the Concessionaire had submitted a revised DPR to YEA after factoring in the impact of the changes in the study area since the date of execution of the CA. Brief details of the main items included in scope of work as per the approved DPR are given below: (a) Cross Section Right of Way (ROW) The ROW is 100 m. However, for improvement of existing junctions, interchanges, road side facilities, toll plaza etc, design envisaged to be are as per functional requirement.

Roadway Details
Number of Lanes and Lane Width The Expressway is designed as a dual carriageway with three lanes on each side with provision for future extension to four lanes on either side. The width of each carriageway of three lanes is 11.25 m. Additional lanes when provided will be of 3.75 m width. Central Median The width of the central median, reckoned between the edges of the Carriageway is 6 m. and will be curbed on edges. The median shall be planted with suitable shrubs. Suitable arrangement for draining the median shall also be made.

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Edge Strips The edge strips on the median side shall be 0.70 m wide and on the shoulder side it shall be 0.50 m wide. Hard Shoulder Keeping in view the 8-laning of the road in future and avoiding the longitudinal joint in rigid pavement, it is proposed to provide a 3.25m wide paved shoulder so that for future extension to eight lanes, the paved shoulder along with the edge strip of 0.5m will form the extra lane. Earthen Shoulder The Earthen shoulder at the extreme edge of the roadway shall be minimum 1.5 m wide in the line with the Ministry Guidelines. However keeping in view the future extension (to 4 lanes), the earthen shoulder has been kept as 5.1m including 2.8m width for future extension and 2.3m width for accommodating earthen shoulder, surface drain and crash barrier. Total Road Width Total roadway width shall be 47.6 m. (vii) Cross-slope Each carriageway and paved shoulder shall have single one- sided cross slope of 2.00 per cent. Earthen shoulder shall have a slope of 3.0 %.

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

This road network of service roads is

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Service road with carriageway 7.00 m: These are for likely urbanized area (selective). Service road with carriageway 5.5 m: These are for village tracks connectivity (selective) and to optimize the number of crossings. The total length of service roads approximate to 168 Km The envisa g ed service roads are as listed below: S.No. Chainage Km From 0.000 23.170 38.420 47.730 74.240 76.400 78.470 89.230 97.810 118.380 121.600 140.360 148.320 To 13.600 37.650 43.850 64.190
74.980

Remarks Both side One side Both side One side Both side One side Both side One side
Both side

_

1 2 3 4 5 6 7 8
9

10
11

12 13

76.500 83.500 94.200 106.420 118.600 136.600 141.170 165.500

One side Both side One side Both side

(d)

Structures

Vehicular underpass
The project envisages construction of 39 Vehicular Underpasses of width ranging from 10 m to 20 m.

Pedestrian/Cart/Cattle Underpasses
The project envisages construction of 64 Pedestrian/Cart/Cattle Underpasses between km 2.910 to km 164.171.

Interchanges Interchan•es listed below have been •ro•osed at the followin g locations: S. No Name of Interchange Location (Km)
01 02 03 04 05 06 Noida Taj International Hub Airport / TEZ Tappal Raya Crossing with NH93 Crossing with NH2 Zero point 36.180 48.030 109.040 153.240 165.537

Cross Drainage Structures (Bridges, Canal Crossings & Culverts),
The Expressway crosses Streams, Nallas and also Canals, Canal branches and Canal escapes at various locations. These have been designed and placed in the following categories:

Bridges
41 minor bridges are envisaged along the Yamuna Expressway.

Canal Crossing
The Expressway envisages construction of a 24 canal crossings as the corridor passes through agro-based region. The canal crossings are categorised as under:
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Canal with service track Canal without service tracks Field Channels (minor crossings) Culverts Around 198 culverts are envisaged along the Expressway between chainage km 0.300 to km 164.650. All the culverts are proposed to be of Box type with span ranging between 2m to 6m. Road Drainage The Expressway is in the catchment area of the river Yamuna. Being close to river Yamuna, the rainwater would drain into the river. Pavement Cross Slope / Camber For quick dispersal of precipitation on road surface it has been so planned that water travels the least distance. However, steep cross slope is objectionable from traffic comfort consideration. Thus, a judicious balance has been kept between two conflicting requirements. A unidirectional camber of 2.0% away from the median on the main carriageway has been provided. The Valley curves being quite flat will be self draining due to cross slope. Median Drainage The medians are proposed to be turfed for drainage across the pavement. At curves, the outer carriageway is sloping towards median; the surface run off shall drain on to the adjoining carriageway through the median. Drainage of High Embankment In high embankment locations it has been proposed that water would be collected through kerb channels and brought down through chutes at 10 m distance. Drainage over surface All surface water from carriageway and service road is proposed to be initially collected in roadside drains. The open drains would then carry water to the nearest cross drainage structure i.e. bridge/culvert. Drainage at intersections At grade separators, discharge at intersection would be taken to a manhole at the edge of the road. This upstream manhole is proposed to be connected to a downstream manhole with NP-4 Hume pipe acting ,as an inverted siphon to drain out the water to the downstream roadside drain. Super elevated Portion The water in the super elevated portion would pass through the drain provided in the median at regular interval and meets the other side drain of carriageway. Sub Surface Drainage The sub surface discharge into the drains has been considered 0.8m below road surface. The top 0.8 m of the drain is proposed to be provided with weep holes. The manholes comprising pipes are envisaged so that the water collected in the sub grade due to percolation, etc. drains into storm water drains. Surface water run off Surface water drainage is meant to remove the water from carriageway / service roads where it would be harmful to users and lead to deterioration of pavement. Flowing water

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can also cause damage while flowing down the shoulders and side slopes. The flow can cause erosion and siltation. (e) Road Signs and Markings

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

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

Road Signs and Post:
The methodology to be followed in the use, sitting with respect to carriageway, orientation, materials, ports, mountings, colors sizes, letters etc. are proposed to be as per IRC:67-2001.

Road Marking
Road Markings perform important functions of guiding and controlling traffic on an Expressway. The markings serve as a psychological barrier and signify the delineation of traffic hazards for safe movement of traffic. Road markings channelise, ensure smooth and orderly flow of traffic. The materials, colour, size etc of road marking shall are proposed to be as per IRC : 35-1997.

Overhead Sign Board
Overhead Sign Board with reflectorised paint on the panels is proposed to be provided as per international practice. ( 1) Street Furniture

A modern Expressway facility requires a number of items of street furniture. The provisions of these shall be made on the basis of recent Guidelines evolved under the Ministry of Road Transport & Highway's Research Project R-63 : "Development of Aesthetic Design for Road side Furniture'. The provision of these considerations would ensure that: The designs are aesthetically pleasing and blending with the surrounding environment; They are utilitarian; They also do not intrude into the overall appearance of the facility; The materials and specifications adopted are of a high quality so that their maintenance is minimum; They enhance the safety of travel These ore listed below: Traffic Safety Barriers Roadside Railings Street Light Poles Traffic Sign Posts

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(g)

Yamuna Expressway Facilities

Toll Plaza (5 Nos.)
Five Toll Plazas are proposed along the Expressway at locations as detailed below: Plaza I II III IV V Section Between Noida & Zero point on Noida-Greater Noida Expressway Zero point to 47 Kms Zero point to 47 Kms 47 Kms to 110 Kms 110 Kms to 165.537 Kms Km -2.40 7.20 to 9.25 40.50 to 42.55 98.00 to 99.65 149.50 to 151.15

Rest Area
The rest areas shall provide the user with an opportunity to halt in an atmosphere, which affords a distinct change from the monotony of expressway driving. The rest areas are proposed to be provided with acceleration and deceleration lanes, water supply, sanitary facilities and wastewater drainage, road signs and markings. The rest area are proposed with separate parking zones for passenger cars and for heavy vehicles and buses; these areas shall be provided with benches, tables, shelters, king fountains, maps with tourism information set up so as to require only intermittent external supervision, with a small coffee shop, a public telephone, an electric power hook-up and lighting system

Roadside Facility
The road side facility areas are proposed to include fuel, lubricants and mechanical assistance, rest, refreshment and toilet facilities, overnight accommodations for users, plus shops and tourism services. The combination of services offered at this facility would depend on the overall Yamuna Expressway plan for the relevant section of the expressway. The main combinations are as follows: Fuel station + coffee shop or stalls; Fuel station + restaurant + workshop + stalls; c) Fuel station + restaurant + motel + workshop + stalls

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

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3.6 Real Estate Development
JIL is entitled to 2500 hectares of land at five locations along the Expressway for real estate development. The said land shall be leased to JIL and JIL can develop the land in terms with the provisions of the CA. The details of the various land parcels are as under: • Site - 1: 500 Hectare (1235 acres) in Noida at about 6 Km on the existing • • •

Site - 2: Site - 3: Site - 4:

Site - 5:

Expressway from Noida end. 500 Hectare (1235 acres) in Dankaur at about 8 to 11 Km of proposed Yamuna Expressway. 500 Hectare (1235 acres) between Dankaur and proposed Taj Economic Zone (TEZ), at about 15 to 18 Km of proposed Yamuna Expressway. 500 Hectare (1235 acres) on both sides between proposed Taj International Airport Hub and Tappal, at about 42 to 46 Km of proposed Yamuna Expressway. 500 Hectare (1235 acres) on both sides of proposed Yamuna Expressway, at about 158 to 165 Km of proposed Yamuna Expressway

Status of land ac•uisition is as under:
S. No. Location District Area (in Acres) Status of Land Acquisition 1150 acres already leased to JIL/JAL, Status of balance 39 acres of land: Proposals have been prepared by NOIDA and sent to DM. G.B. Nagar for taking necessary action including promulgation of notice under section 4/17 of Land Acquisition Act. 11 acres of land under resumption 35 acres of land yet to be identified. Area identified along the Yamuna Expressway near village Dankaur. Engineering survey completed and revenue maps prepared. 300 acres - promulgation of notification u/s 6/17 of Land Acquisition Act. 935 acres - promulgation of notification u/s 4/17 of Land Acquisition Act. Area identified along the Yamuna Expressway near village Mirzapur. Engineering survey completed and revenue maps prepared. 1235 acres - promulgation of notification u/s 4/17 of Land Acquisition Act. Area identified along the Yamuna Expressway near village Tappal. Engineering survey completed and revenue maps prepared. 1235 acres - promulgation of notification u/s 4/17 of Land Acquisition Act. Area identified along the Yamuna Expressway on NH-2 in Agra. Engineering survey completed and revenue maps prepared. 1235 acres - promulgation of notification u/s 4/17 of Land Acquisition Act.

1.

Noida

Gautam Budh Nagar

1235 Acres

2.

Dankaur

Gautam Budh Nagar Gautam Budh Nagar Aligarh

1235 Acres
1 235 Acres

3.

Mirzapur

4.

Tappal

1235 Acres 1235 Acres

5.

Agra

Agra

Company has already started making payment for the land acquisition to YEA. Status of payments made is as follows: Rs. in crores

S.No.
1

Location
Noida Dankaur Mirzapur Tappal Agra Total

Amount paid
336 56 68 39 40 539

Balance Amount
38 384 372 191 195 1180

Total
374 440 440 230 235 1719

2 3 4 5

As on 31 st March 2009, JIL has received consideration aggregating Rs 555.23 crore as real estate proceeds.

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4. CONTRACTUAL DOCUMENTS
4.1 Concession Agreement
(a) The concession grants JIL the right to: Develop, design, engineer, finance, procure and construct the Yamuna Expressway; Upon completion of the Expressway and during the Concession Period, manage, operate & maintain the Expressway and regulate the use thereof by third parties; Demand, manage and collect appropriate Fees from vehicles and persons liable to payment of Fees for using the Yamuna Expressway or any part thereof and refuse entry of any vehicle to the Yamuna Expressway if the due Fees is not paid; The Concessionaire shall be granted, by YEA, rights for land development of 2500 hectares of land along the proposed Yamuna Expressway for commercial, amusement, industrial, institutional and residential development. The land for the purpose of development is being provided by YEA along the Yamuna Expressway at five or more locations. The aforesaid land for development shall be in addition to the land for construction of Yamuna Expressway; YEA shall grant leave and license to the Concessionaire to use the expressway between Noida Toll Bridge and Greater Noida, already constructed and opened for general public by GOUP. The Concessionaire shall be entitled to collect and retain the fee from the users of the expressway between Noida and Greater Noida during the term of the Concession Agreement; The concession period for the project is thirty-six years (36 years) from the COD. The construction period as per the executed CA is 7 years from the date of the CA, with provision for extension. Since the Project has been delayed due to delay in land acquisition, JIL approached YEA for extension of the construction period and the same has been extended upto April 2013. This instant appraisal assumes a construction period of 39 months ending on 31 0 march 2011. JIL shall have the right to toll the traffic as soon as it receives Completion or the Substantial Provisional Completion Certificate from YEA. (b) Land details and handing over schedule Land for Yamuna Expressway The Yamuna Expressway, in terms with the CA, has been contemplated to be developed in three phases as under:

Phase Phase 1 Phase 2

Phase 3

Description Expressway stretch between Greater Noida and the proposed Taj International Airport. Expressway stretch between the proposed Taj International Airport and an intermediate destination between the proposed Taj International Airport and Agra as may be mutually agreed between the Parties. Expressway stretch between the aforesaid intermediate destination and Agra.

In accordance with the envisaged Phases, the land for the Yamuna Expressway would be released as per the following stages:

Stage Stage-1 Stage-2 Stage-3

Remarks Land for Phase 1 of the Yamuna Expressway within 6 months of finalization of Alignment of the Yamuna Expressway. Land for Phase 2 of the Yamuna Expressway within 12 months of finalisation of Alignment of the Yamuna Expressway. Land for Phase 3 of the Yamuna Expressway within 18 months of finalisation of Alignment of the Yamuna Expressway.
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The land shall be leased for a period starting from the date of transfer till the end of the Concession Period through mutually agreed lease deed. The land shall be transferred to the Concessionaire free from any encumbrance. The sole premium of the transferred land shall be equivalent to the acquisition cost plus a lease rent of Rs 100 per hectare per year. The acquisition cost shall be the actual compensation paid to the landowners without any additional charge. The lease rent shall be paid by the Concessionaire to YEA on an annual basis. The status of land leased to JIL by YEA has already been enumerated earlier. Land for development Land for development shall be released in the following three stages:

Stage
Stage 1 Stage 2

Remarks
10% land (250 hectares) would be made available after the Concessionaire makes financial arrangement for Phase 1 to the satisfaction of YEA 10% land (250 hectares) would be made available within 6 months of Stage 1, provided the Concessionaire: Finalizes the DPR Commences construction of Phase 1 Makes financial arrangement for Phase 2 to the satisfaction of YEA Balance 80% land (2000 hectares) for development would be made available within 12 months of Stage 1, provided: YEA accepts the DPR study prepared by the Concessionaire. YEA is satisfied with the physical progress of Phase 1 and Phase 2. Concessionaire makes financial arrangement for Phase 3 to the satisfaction of YEA.

Stage 3

The land shall be transferred to the Concessionaire free from all encumbrances on the following terms and conditions: The land shall be transferred though mutually acceptable lease deed for a period of 90 years; The land to be transferred would be as per the request of the Concessionaire and subject to availability, in such a manner that the Concessionaire is able to achieve a minimum Floor Area Ratio (FAR) of 1.50. If due to local by laws or other statutory provisions, it is not possible for the Concessionaire to achieve a FAR of 1.50, then YEA shall evolve suitable mechanism so as to enable the Concessionaire to achieve a FAR of 1.50: The sole premium of the transferred land shall be equivalent to the acquisition cost plus a lease rent of Rs 100 per hectare per year. The acquisition cost shall be the actual compensation paid to the landowners without any additional charge. The lease rent shall be payable annually for 90 years from the date of transfer of the land; The Concessionaire shall be entitled to further sub-lease developed/undeveloped land to sub-lessees /end-users in its sole discretion without any further consent or approval or payment of any charges / fee etc. to YEA or any other relevant authority; After sub-lease of part of the land by the Concessionaire, the same can be transferred / assigned without requiring any consent or approval of or payment of any additional charges, transfer fee, premium etc. to YEA or any other relevant authority and/or there can be subsequent multiple sub-leases of the land in smaller parts. The lease rent of the respective sub-leased portion of land shall be paid by the sub-lessees / transferees to YEA directly on pro-rata basis (g) Rs. 100 per hectare per year. The Concessionaire shall pay the lease rent for the land remaining in its possession;

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Each sub-lease and /or transfer after execution thereof shall be notified by the transferor or the transferee or the sub-lessor / sub-leassee to YEA and till such time it is so notified the transferor / sub-lessor shall remain jointly and severally liable alongwith the transferee / sub-lessee for payment of lease rent to YEA; The Concessionaire shall be free to decide the purpose for which the transferred land will be used viz. commercial, amusement, industrial, institutional, residential etc. The land use shall however be as per the applicable Master Plan and other regulations; The status of land leased to JIL by YEA has already been enumerated in the previous chapter. (c) Main Obligations of JIL Design, engineer, procure, construct, finance, complete and maintain the Project on BOT basis in accordance with the provisions of the CA; Make necessary and appropriate financial arrangements for implementation of different phases of the Yamuna Expressway project; Obtain necessary approvals / clearances; Make its own arrangement for quarrying, observe and fulfill the environmental and other requirements under Applicable Laws and Applicable Permits at its own cost and expense; Be responsible for soundness and durability of the Expressway ; (d) Main Obligations of YEA Provide to the Concessionaire the Site and the right of way and access to the Site, free from Encumbrance and permit peaceful use of the site by the Concessionaire under and in accordance with the provisions of the CA; Assist and provide support to JIL in obtaining Applicable Permits; Enable access to vacant site free from all encumbrances; Assist the Concessionaire in obtaining access to all necessary infrastructure facilities and utilities; Ensure that external development comprising among others electricity supply, water supply, drainage arrangements etc. in relation to land already developed in Noida and Greater Noida is completed by YEA without any cost to the Concessionaire; Undertake external development of undeveloped land or assist the Concessionaire in getting the external development done through other authorities; Ensure that the expressway between Noida Toll Bridge and Greater Noida is completed in all respect by Noida/ Greater Noida Authority and transferred by Noida/Greater Noida Authority to YEA and handed over to the Concessionaire before COD; (e) Project Development & Operations Use and Development of the Site YEA grants to the Concessionaire during the Construction Period and the Concession Period the right to enter upon the Site to survey, design, procure, construct, operate and maintain the Yamuna Expressway including other facilities in accordance with the provisions of the CA. Monitoring and Supervision of Construction In terms of the provisions of the CA, the Concessionaire is required to submit to YEA monthly progress reports of actual progress of the works on the Yamuna Expressway. YEA or its representatives are entitled to inspect the works and may issue inspection reports.

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The Concessionaire is required to take prompt remedial action in case such reports of YEA point out any deficiencies. Completion The execution of the Yamuna Expressway shall be deemed to be complete and can be opened for traffic on issuance of Completion Certificate or Substantial Completion Certificate. YEA shall issue the Completion Certificate or Substantial Completion Certificate, as the case may be, after the Concessionaire as per the direction of YEA has carried out Tests. The relevant Tests would be undertaken in accordance with relevant I.S. Code / Standard Practices. Operation and Maintenance The Concessionaire shall operate and maintain the Yamuna Expressway by it self or through Operation and Maintenance Contractors (O&M Contractors) and if required repair or otherwise make improvements to the Yamuna Expressway to comply with specifications and standards and other requirements set for the in the CA. Further, the Concessionaire is required to: Permit safe, smooth and reasonably uninterrupted flow of traffic during normal operating conditions; Charge, collect and retain the Fees in accordance with the provisions of the CA; Minimize disruption to traffic in the event of accidents or other incidents affecting the safety and use of the Yamuna Expressway by providing rapid and effective response and maintaining liaison procedures with emergency services; Undertaking routine maintenance including prompt repairs of pot holes, cracks, joints, drains, lighting and signage; Undertake major maintenance such as resurfacing of pavements, repairs and refurbishment of tolling systems and hardware and other equipment; Carry out periodic preventive maintenance to the Yamuna Expressway, including tolling system; g. Adhere to safety requirement.
(f) Other Important Provisions

The CA provides that YEA, COUP or any other government organization or local body, shall not construct and operate either itself or have the same, interalia, built and operated on BOT basis or otherwise, any expressway or other road between, interalia, Noida and Agra "Competing Road Facility" without mutual agreement of YEA and the Concessionaire, if construction of such a facility in anyway, is likely to adversely affects the revenue of the Concessionaire. In case a Competing Road Facility is provided and it is found by the Concessionaire that it is adversely affecting the revenue of the Concessionaire, then the CA provides for extension of the Concession Period so as to place the Concessionaire in the same financial position as it would have occurred had there been no Competing Road Facility. CA entitles the Concessionaire to transfer or handing over of possession of land given by YEA to the Concessionaire for development, either in part or in full, by executing license / lease deed / sub-lease deed / or any document, as may be appropriate and required for development of said land.

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• CA entitles the Concessionaire to mortgage, pledge or hypothecate the land for development and Yamuna Expressway and the assets created thereon to the Financial Institutions and other lenders for financial assistance; (g) Force Majeure The Force Majeure (FM) events under the concession are classified into three categories viz. Non-political FM events, political FM events and indirect Political FM events. The concession further provides for following payments for termination due to JIL under the FM events: Termination Payment under various Force Majeure events FM Events Non-political Event Acts of God or events beyond the reasonable control, exceptionally adverse weather conditions, lightning, earthquake, cyclone, flood, volcanic eruption or fire or landslide, contamination or Radioactive ionizing radiation, Strikes or boycotts, Inability of the Contractor to fulfill its obligations due of any Non-Political Event, e. Any judgment of a competent jurisdiction or statutory authority in India made against the Concessionaire for reasons other than failure of the Concessionaire to comply with the provisions of the CA, etc. a. An act of war, invasion, armed conflict or act of foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action, politically Civil commotion or motivated sabotage which prevents collection of Fees, Industry wide or state wide or India wide strikes or industrial action which prevent collection of Fees d. Any public agitation which prevents collection of Fees Termination Payment In respect of land for development: The rights of the Concessionaire in relation to the land for development to the extent such land has been transferred to the Concessionaire shall not be affected and shall survive. However, subject to the foregoing, the Concessionaire shall not be entitled to any further land for development after Termination of the CA. The Concessionaire shall have the option to return to YEA, part or full land already transferred by YEA to the the Concessionaire. Should Concessionaire opt to return to YEA any such land (either in part or in full), YEA shall pay to the Concessionaire: Acquisition cost of the land paid by the Concessionaire; All the development costs, including but not limited to the cost of development of land, construction of buildings and roads, and other facilities; All the incidental costs including liabilities the created on Concessionaire on account of the Termination of the CA; iv. Financing cost including interest @ SBI PLR plus two percent on the costs under (i), (ii) & (iii) above. c) YEA shall also be responsible and liable

Indirect Political

41/)

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FM Events Political

Lvent Change in Law, Expropriation or compulsory acquisition by any Governmental Agency of any Project Assets or rights of JIL or of the Contractors; or c. Unlawful or unauthorized or without jurisdiction revocation of, or refusal to renew or grant without valid cause any consent or approval required by JIL.

Termination Payment to refund all payments us may be have been made by the Concessionaire towards such land for acquisition which is not transferred to the Concessionaire. In respect of Yamuna Expressway The land for Yamuna Expressway along with the construction done on this land shall be transferred by the Concessionaire to YEA and YEA shall pay to the Concessionaire: Acquisition cost of the land paid by the Concessionaire; All development costs, including but not limited to the cost of development of land, cost of works executed on the land and cost of other facilities; All incidental costs including liabilities created on the Concessionaire on account of the Termination of the CA; Financing costs including interest @ SBI PLR plus two percent on the costs under (i), (ii) & (iii) above. Repayment of Interest free loan In the event of Termination of the CA due to FM event, the Concessionaire shall not be liable to repay the balance amount of the loan in respect of Noida-Grater Noida Expressway.

(h) Events of Default & Termination Provisions If JIL fails to perform its duties under the concession or perform its statutory obligations or construct the project as per the schedule or operate and maintain the project facilities, YEA may instruct JIL to remedy such default within a one hundred and eighty-day period or any longer period as permitted by YEA. If, however, JIL does not remedy its default to the satisfaction of YEA or goes into liquidation, reconstruction or similar process or becomes insolvent, YEA can terminate the agreement by giving a further sixty-day notice period. If as per the CA, YEA has caused Material Adverse Effect on the performance of the Project or YEA repudiates the CA or otherwise evidences an irrevocable intention not to be bound by the CA or Government of India (G01), GOUP or any either Governmental Agency have by an act of commission or omission created circumstances that have Material Adverse Effect on the performance of the Concessionaire, the Concessionaire may give ninety-day Cure Period to YEA or any other agency/ authority in default. Should YEA or such other agency/authority fails to cure the default in the Cure Period, the Concessionaire shall be entitled to terminate the CA by giving a sixty-day notice in writing to the YEA. The CA provides for the following compensation provisions on termination of the concession agreement under various events of termination: Event of Default JIL event of default Termination Payment In respect of Land for Development a. The rights of the Concessionaire in relation to the land for development to the extent such land has been transferred to the Concessionaire shall not be affected and shall survive. However, subject to the foregoing, the Concessionaire shall not be entitled to any further land for development 54

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Event of Default
b.

Termination Payment
after Termination of the CA. The Concessionaire shall have the option to return to YEA, part or full land already transferred by YEA to the Concessionaire. Should the Concessionaire opt to return o YEA any such land (either in part or in full), YEA shall pay to the Concessionaire: Acquisition cost of the land paid by the Concessionaire; All the development costs, including but not limited to the cost of development of land, construction of buildings and roads, and other facilities; All the incidental costs including liabilities created on the Concessionaire on account of the Termination of the CA; Financing cost including interest @ SBI PLR plus two percent on the costs under (i), (ii) & (iii) above. YEA shall also be responsible and liable to refund all payments as may be have been made by the Concessionaire towards such land for acquisition which is not transferred to the Concessionaire.

c.

In respect of Yamuna Expressway The land for Yamuna Expressway along with the construction done on this land shall be transferred by the Concessionaire to YEA and YEA shall pay to the Concessionaire: Acquisition cost of the land paid by the Concessionaire; All development costs, including but not limited to the cost of development of land, cost of works executed on the land and cost of other facilities; All incidental costs including liabilities created on the Concessionaire on account of the Termination of the CA; Financing costs including interest @ SBI PLR plus two percent on the costs under (i), (ii) & (iii) above. Repayment of Interest free loan In the event of Termination of the CA due to FM event, the Concessionaire shall not be liable to repay the balance amount of the loan in respect of Noida-Grater Noida Expressway in terms with clause 3.6 of the CA. The Concessionaire shall, without prejudice to the Concessionaire's and YEA's rights under the CA shall be liable to ba y Rs Ten Crore to YEA. YEA event of default
In respect of Land for Development

c.

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

In respect of Yamuna Expressway
ure Juno rur T (.11111JFICI t xpresswuy ulurip WITF1 me CAMISITU(-110r1 aurae on IIIIS Iona

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Event of Default

Termination Payment
shall be transferred by the Concessionaire to YEA and YEA shall pay to the Concessionaire: Acquisition cost of the land paid by the Concessionaire; All development costs, including but not limited to the cost of development of land, cost of works executed on the land and cost of other facilities; All incidental costs including liabilities created on the Concessionaire on account of the Termination of the CA; Financing costs including interest @ SBI PLR plus two percent on the costs under (i), (ii) & (iii) above. Repayment of Interest free loan In the event of Termination of the CA due to FM event, the Concessionaire shall not be liable to repay the balance amount of the loan in respect of Noida-Grater Noida Expressway in terms with clause 3.6 of the CA.

4.2

Yamuna Expressway Lease Agreement

The total land required for Yamuna Expressway is 5106 acres. The said land for the Yamuna Expressway is proposed to be leased to JIL for the period of the Concession by YEA. JIL has executed/would execute appropriate Lease Deed for such land. The salient features of the Lease Deed are as under:

Features
Lessor Lessee Period of Lease Lease Rental Right to create encumbrance

Remarks
YEA JIL From the date of possession of Leased Land till expiry or termination of the Concession Agreement Rs 100/ hectare of land leased per year The Lessee shall have the right to mortgage, pledge, hypothecate or otherwise alienate in any manner the Leased Land as well as all its rights, titles and interests in the said land in favour of the Lessee's lenders/trustees for the lenders of the Lessee. The Mortgagee shall have the right, with prior notice to the Lessor, to deal with and dispose off within the provisions of law in any manner whatsoever the Mortgaged Land for realization of any or all amounts due and payable by the Lessee to the Mortgagee.

Right of the Mortgagee

4.3 Lease Agreement of Developable Land
The total land required for Real Estate Development is 6175 acres. JIL has executed/would execute appropriate Lease Deed for such land. The salient features of the Lease Deed are as under:

Features
Lessor Lessee Period of Lease Lease Rental Right to sub-lease the whole or part

Remarks
YEA JIL From the date of transfer of Leased Land for term of 90 years. Rs 100/ hectare of land leased per year The Lessee shall have the unfettered right to sub-lease the whole or any part of the Leased Land, whether

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Features

Remarks
developed or undeveloped, and whether by way of plots or constructed properties or give on leave and license or otherwise dispose of its interest in the Leased Land or part thereof / permit to any person in any manner whatsoever, without requiring any consent or approval of or payment of any additional charges. The Sub-lessees of the Leased Land are also permitted to further lease land in their possession. Hence, the Lease Deed permits multiple sub-lease of the Leased Land in smaller parts. The Lessee shall have the right to mortgage, pledge, hypothecate or otherwise alienate in any manner the Leased Land as well as all its rights, titles and interests in the said land in favour of the Lessee's lenders/trustees for the lenders of the Lessee. The Mortgagee shall have the right, with prior notice to the Lessor, to deal with and dispose off within the provisions of law in any manner whatsoever the Mortgaged Land for realization of any or all amounts due and payable by the Lessee to the Mortgagee.

Right to create encumbrance

Right of the Mortgagee

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5. EXPRESSWAY EXECUTION STRATEGY 5.1 Contractual Structure for Project Implementation
JIL has executed/proposes to execute contractual arrangements with various project parties to ensure smooth implementation and operation of the project. The contractual structure has been designed taking into account optimum risk allocation among various project parties and compliance with the applicable regulatory requirements. The proposed contractual arrangements for the project are presented below:
JAL O&M Contractor

Lenders
Debt Financing & Security Arrangement

(optional)
Equity

J

I

L

Works Contract (JAL)

Concessionaire

Project Management

Lenders Engineer

Traffic Study

Design Aid

Design Consultant YEA
Concession Agreement

Yamuna Expressway - Project Contractual Structure

5.2

Works Contract

JIL has entered into a Works Contract with JAL ("Contractor") on 27 th November 2007 for implementation of the Project. The said contract is on a "Cost Plus" basis. JAL has rich experience in undertaking construction activity in the field of infrastructure and commercial projects. JAL is a diversified business entity having presence in various segments such as Engineering & Construction, Cement Manufacturing, Power Generation (Thermal, Hydro and Wind), Real Estate, Roads & Expressways, Oil & Gas Exploration, Mining and Hotels.

Works Contract Structure a. Scope of Works ("Works")
Road Works including but not limited to structures such as Culverts, Underpasses, Bridges and Interchanges; Toll Management system; Highway Traffic Management System Miscellaneous works including utilities and road safety arrangements;
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Other Works such as things to be supplied/done and services/activities to be performed. b. Key Features of the Works Contract Commencement of the contract - the Works Contract commences from the date of its execution. Period of Completion of Works - 36 months from the date of execution of the Works Contract, with provision for extension. Materials and Equipments The Contractor shall be responsible for arrangement of all materials for use and incorporation of in the Works; The required material would be purchased from vendors from within and without the State of UP, selected by a Joint Committee comprising representatives of JIL and the Contractor; c. The Contractor shall be responsible for arrangement of all the equipments necessary for the execution of the Works; The Contractor shall not sub-contract, transfer or assign the entire Works to any other party. The Contractor may, however, engage sub-contractors for various parts of the Works. The Contractor shall remain fully responsible to JIL for such sub-contracts. If the Contractor fails to achieve completion of Works within the specified period or such extended period granted by JIL, then the Contractor shall pay to JIL, liquidated damages for every week of delay an amount of Rs 2 crore (Rupees Two crore) for the period of delay in completion of the Works subject to a maximum of Rs 100 crore (Rupees hundred crore). The Contractor shall be responsible for making good as soon as practicable any defect in or damage to any section or part of the Works which may appear or occur during 12 (twelve) months from the date of completion of Works ("Defects Liability Period"). Main Obligations of the Contractor The Contractor shall with due care and diligence perform and execute the Works and arrange all labour, materials, machines, plant and equipments, zigs and fixtures, T&P, consultants/specialists/sub-contractors etc. as required for planning, executing and managing the entire Works in accordance with the provisions of the Works Contract; The Contractor shall make all necessary arrangements for quarrying, transporting and arranging different materials, including earth; The Contractor shall make all arrangements for basic facilities like electricity, sanitation, water supply etc.; The Contractor shall make adequate arrangements for standby captive power; The Contractor shall construct and maintain haulage road and the access roads where necessary for the purpose of movement of materials and equipment; In case, any diversion or closure of any existing road is necessary, the Contractor will do it after approval of JIL and the concerned authorities. Main Obligations of JIL Enable access to the Site and permit its use in accordance with the Works Contract; Provide the Right of Way (ROW) and structures of the Yamuna Expressway free from all encumbrance, disputes, protests etc.; Provide at suitable locations, reasonable land required for Contractor's camp including temporary and ancillary works; Provide design and drawings for execution of Works in accordance with the works Contract;

c.

d.

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Assist and provide reasonable support to the Contractor in obtaining applicable permits, approvals etc.
e. Value of Works

The amount payable to the Contractor for execution of Works under the Works Contract shall be on "Cost Plus" basis
Direct Cost - It shall comprise the following:

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

(iv)

Actual cost incurred on salaries, allowances, and other benefits in respect of all officers and staff including but not limited to project management, supervision, security and other personnel of the Contractor engaged / deployed for or in relation to execution of Works. Actual cost of, temporary and ancillary works such as site offices, stores, go downs, test laboratories, workshops, canteens, labour hutments including furniture, appliances, telephone, office-equipment, stationery, postage, testing of equipments etc. and all costs in connection with the setting up, running, maintenance and removal thereof. Actual cost of welfare facilities and motivational schemes such as medical facilities, canteen facilities, incentives etc. at Site and Work area including applicable ESI and PF (excluding employee own share). Actual cost of mobilization and de-mobilization of all human and non-human 60

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

5.3

Execution Strategy

The entire Yamuna Expressway has been divided in to three packages vis-à-vis nature of work. Further, each package has been divided into various sub-packages as detailed hereunder: Package A B C Nature of work Earth work Construction of Interchanges, Bridges and Vehicular Underpasses Construction of Rigid Pavement and Granular Layer Sub-packages A-1 to A-15 - each sub-package is of 10-12 km length B-1 to B-6 - each sub-package is of 28 km length C-1 to C-3 each sub-package is of 55 km length

JAL has engaged the services of Sub-Contractors for the various packages. The entities have been selected based on their relevant experience and work done in the highway sector. JAL has also engaged various entities as Project Management Consultants (PMC) as detailed hereunder:

Package
P1 P2 P3 P4 (A) P4 (B)

Chainage
0-28km 28-56km 56-1 10km 110-138km 138-165.5km

Name of Consultant
LEA Associates South Asia Pvt. Ltd. (LASA) LEA Associates South Asia Pvt. Ltd. (LASA) Intercontinental Consultants & Technocrats Pvt. Ltd. (ICT) Scott Wilson India Pvt. Ltd. (SW) Consulting Engineering Services India Pvt. Ltd. (CES)

Each package is proposed to be headed by a Resident Engineer with Highway, Material, Bridge experts and a complete team of technically qualified and experienced engineers. The typical oraan aram of PMC foLackaae is aiven at Annexure VI. Apart from the, 61

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PMC, JAL proposes to monitor the Project through its own team by dividing the entire Project into three packages of 55km length. The typical organogram of each such package is given at Annexure VII. The basic structure for execution of the Project is as under:

Project Management Team & Supervisory Staff

Design by evert consultants V
ICT Design consultants for

Yamuna Expressway less

Interchanges
L.R. Kadlyall &

Associates
CES HT. Roorke

Proof checkers of the designs of ICT

Design consultants for the 1 Al Interchanges
Proof checkers of the designs of ICT

Construction through experienced contractors /subcontractors

Package: A-1 to A-15

Project Management Consultant

Construction of earthen embankment to include culverts, cart tracks and under • asses

ge:

Package: C-1 to C-3

B. o

B-

Construction of interchanges, bridges and vehicular underpasses
ranular Sub-base layer and Rigid Pavement

Other issues Supply of equipment and material to Sub-Contractor: In-terms with provisions of the Works Contract, JAL shall supply equipments and material to Sub-Contractors, as detailed hereunder:

Contractor for Sub-package
A C

Remarks
Cement & Steel, free of cost to each sub-contractor of 10-12 km length Cement & Steel, free of cost to each sub-contractor of 28 km length Cement & Steel, free of cost

B

Further, the sub-contractors shall be provided 50 hectares of land for establishing equipments, stockyard, workshops, stores, office, residential accommodation etc. Following equipments are also proposed to be provided to each sub-contractor on recovery basis:

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

5.4

Impact on Environment

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

5.5

Permits and Approvals

JIL has initiated appropriate steps for securing the approvals required to implement the proposed road project. A summary of the permits and approvals is tabulated below: Clearance
Borrow Earth Permission from irrigation department of land taken from irrigation land, if required Cutting of Trees Permission from Forest Dept., if required Sewage Lines & Water Mains Permission from Local Municipalities, if required

To be obtained by
JIL/ YEA

JIL/ YEA JIL/ YEA

The Contractor, JAL, shall be obtaining other required and necessary approvals in regard to quarrying, permission for setting up of telecommunication systems and lying of optical fibre cables, explosive license for storing of explosives, explosive license for storing of diesel, permission for installation of crusher, permission for installation of DG set, permission for electrical connection, permission for sourcing water etc.

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5.6

Project Insurance

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

5.6.1 Construction Phase Insurance
JIL has already taken Contractor's All Risk Insurance with effect from 1 st October 2008 from United India Insurance Company Limited (in consortium with Oriental Insurance Co.Ltd.,Reliance General ,Cholamandalam and HDFC ERGO).The main highlights of the CAR Policy are :

S.No.
1

Description
Insured

Details
M/s Jaypee Infratech Limited as Principals ,M/s Jaiprakash Associates Ltd. as contractors and their subcontractors and lenders for their financial interest 30 months from 1.10.2008 (1.10.2008 to 31.03.2011) Section I : Material Damage ; Section II : Third Party Liability ; Section III : Advance loss of Profit Section I : Material Damage INR 4052 Crs Section II : TPL - AOA limit of Rs. 10 Crs. Section III : ALOP - Anticipated toll revenue for 12 months Rs.288 Crores Indemnity period of 12 months with time excess of 21 days. Construction All Risk cover Earth quake Escalation 15% Removal of Debris including external debris INR 5 Crs each occurrence Loss minimization expenses INR 5 Crs. Free automatic re-instatement of sum insured Defect Liability period of 12 months Design Defect coverage as per Munich RE-DE wordings Professional fees INR 5 Crs. Offsite storage limit of Rs.100 Crs Cover for extra charges for overtime, night work, expenses freight etc.

2 3

Period of Insurance Interest covered

4

Sum Insured

5 6

Terms of Cover Add on covers

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

5.6.2

Operations Phase Insurance

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

5.7

Implementation Schedule & Current Status

Implementation Schedule
The Expressway is proposed to be implemented over a period of 39 month from zero date considered as 1 51 January 2008. The Company has executed a Works Contract in November 2007.

Current Status of the Project Physical Progress: - The physical progress of the Expressway in terms of total material consumed as on March 31 st , 2009 are as shown below:
S.No Activity Unit Total Quantity Achieved as on March 31st, 2009 913 10,989,039 167,525 % Completed

1 2 3 4

Clearing & Grubbing Earthwork in Embankment Fly Ash Structural Concrete Culverts Vehicular Underpasses/Cart Track Underpasses

Ha
Cum

1,735 35,151,453 2,742,515

53 31 6.0

cum

cum cum cum cum cum cum

61,338 183,100 113,091 384,716 2,443,525 2,583,945

12,226 22,611 28,810 25,232 45,411 Not yet started

20 12.50 25.50 6.5 2

( c) (d) 5 6

Minor Bridges Interchanges Filter Layer / Drainage Layer Pavement Quality Concrete (PQC)/Dry Lean Concrete (DLC)

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Financial Progress: -

The Company has expended Rs 3138.81 crores on the Project as on 31 St March 2009. The amount expended includes expenditure towards land for Yamuna Expressway and Real Estate Development. The detailed expenditure is enumerated below:
S. No. I Application of funds Particulars Amount (Rs Crores)

I A B
II III
IV

Land: Expressway Real Estate Yamuna Express way civil cost IDC Net current assets incl. cash in hand
Total Sources of funds

831.00 539.00 1,482.37 286.44 273.97
3,412.78

II

1 2 3

Equity share capital Term Loan (ICICI Bank + Others) Receipts from real estate proceeds
Total

990.00 1867.55 555.23
3,412.78

5.8 Operation and Maintenance (O&M) Arrangements
Scope of Operations & Maintenance

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

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Operation and maintenance of the Expressway ; Recording of defects; Operation of the Expressway in accordance with the tolling requirements; Data collection and traffic monitoring; Implementation of emergency procedures; Routine and periodic maintenance; and Procurement of electronic equipment required by the Project Company in securing and audit the toll revenue; and Ensuring lane availability as per provisions of CA.

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6. TRAFFIC STUDY 6.1 Background
The requirement for opening up of hinterland towards East of Yamuna River and improving its connectivity with the National Highways has manifested in planning and design of Yamuna Expressway. This is proposed to be a 6 lane (extendable upto 8 lane) fully access controlled facility having a length of 165 Km (excluding the Noida-Greater Noida Expressway already constructed by Noida Authority), offering a shorter distance between Delhi and Agra than the existing routes which are 4 lane or 2 lane roads and having partial or no access control. The construction of road was to start about 5 years back but could take off only in January 2008 due to delay in transfer of land by YEA to the concessionaire. In the intervening period, significant changes have occured in the study area, which is likely to impact the earlier projections of traffic diversions. These changes include widening of National Highways, planning of airport and SEZ at Jewar, adjacent to the expressway and dedicated Eastern freight corridor between Dadri and Kanpur. In the meanwhile, the natural growth of traffic has also taken place. Keeping in mind these developments, the concessionaire JIL has commissioned a study to estimate the likely traffic on the project road, taking the year 2007 as base year, for a period of about 40 years. The Proposed Yamuna Expressway, being a virgin alignment, traffic would be a sum of Diverted traffic from other routes in the corridor as well as the Induced traffic. The study has been assigned to Design Aids who are carrying out the study in association with TPA Engineering Consultancy (I) Pvt. Ltd. Brief Profile of Design Aid is as per Annexure VIII. Need of the project road The Government of Uttar Pradesh has proposed an access controlled expressway facility between Greater Noida and Agra City along the Yamuna river to open up the area and for regional development of the hinterland that could now be connected by the national grid of road network. The change of land use and intensification of commercial and industrial development along the corridor will increase the economic prosperity of the area through creation of business prospects and enhanced employment opportunities. Project characteristics The Project road 165.537 km long traverses through the districts of Gautam Budh Nagar, Ghaziabad, Bulandshahr, Aligarh, Hathras, Mathura and Agra in the state of Uttar Pradesh. This road traverses through a flat terrain of mostly agricultural belt or barren land on west bank of river Yamuna. Taj Hub airport and Taj Economic zone are planned alongside the expressway.

6.2 Scope of Services
Volume Counts at 15 locations, Turning Movements and Origin-Destination Surveys at 10 locations and Speed & Delay along existing trunk routes. Socio-economic characteristics of the Project influence area. Analysis and assessment of diverted & induced traffic conforming to IRC: 102: 1988. Traffic assignment on Yamuna Expressway and Eastern Peripheral Expressway. Assessment of development traffic from various residential, commercial and industrial developments all along the alignment of the Yamuna Expressway and Eastern Peripheral Expressway.

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Traffic estimation and projection for appropriate design period of next 40 years on various sections of the Yamuna Expressway and Eastern Peripheral Expressway. Estimation of traffic and its projections for the next 40 years including turning movements at intersecting highways/ expressways and traffic likely to transfer between Yamuna Expressway and Eastern Peripheral Expressway. Optimizations of traffic interchange system & locations. Effect of traffic on these expressways due to the construction of additional highways/ expressways planned in this area etc. Tolling Strategy.

6.3 Traffic Studies and Analysis
6.3.1 Traffic Surveys
In order to understand the traffic and travel patterns of the study area traffic, traffic surveys were conducted on the surrounding network. In all, the following primary surveys were conducted to develop the baseline data: Traffic Volume Counts (Mid-Block and intersections). Origin-Destination Survey. Speed & Delay Survey. Road Network Inventory. A detailed reconnaissance survey was carried out to identify the road network for transport demand modeling. The road network in the Project Influence Area considered for network inventory and speed-delay surveys included the National Highways (NH), State Highways (SH) and Major District Roads (MDR). The survey locations for volume counts and roadside OD surveys were selected after reconnaissance survey of the study area giving due consideration to homogeneity of the sections with respect to traffic, location of major intersections, ability to capture significant volumes of traffic that has propensity to shift to expressway and ease of carrying out surveys. The details of traffic surveys carried out and their locations are presented in the table below. The data collected from the traffic surveys was coded, analysed and existing traffic/travel pattern and future growth potential were studied. Traffic Surve Locations S. No Mid Block Traffic Count (24 Hrs.)

Survey Locations
Buland shahar Etmadpur Tundla Petar Village' Noida Expressway Amity Chowk Lal Kuan Dadri Sikandrabad Buland Shahar Khurja Aligarh Rotary Hathras Sadabad Agra Gokul Gowshala Laxmi Na ar Mathura
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(v) Turning Movement Survey at Intersections (24 Hrs.)

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S. No

Survey Locations
Khair Kasba 1 Khair Kasba 2 Jewar City

(xv) Speed-delay Survey All the major roads including National Highway, State Highways and Major District Road in the Study area. Road Inventory Survey All the major roads in the study area

6.3.2 Road Network Characteristics
The proposed Yamuna Expressway forms an important link between Agra and Delhi. The other major links are:National Highway 2 - Calcutta to Delhi via Agra National Highway 91 - Kanpur to Delhi via Aligarh National Highway 93 - Aligarh to Agra via Hathras National Highway No 2 is presently a 4 lane divided carriageway and the NH-91 as well as NH-93 are presently 2 lane carriageway. Besides these, the other roads intersecting NH 2, NH 91 and NH 93 are:NH 24 Bypass -Delhi to Hapur MDR 70 - Paiwal - Jewar - Khurja SH 22A - Palwal - Jewar - Tappal - Khurja - Aligarh SH 80 - Mathura - Raya - Hathras MDR - Chatta - Nohjhil - Khair - Aligarh MDR - Mathura - Beldev - Sadabad Eastern Peripheral Expressway (proposed)

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

No.

Location Name II
AMITY CHOWK

Approach Arm
KALINDI KUNJ FILM CITY SECTOR-37 EXPRESSWAY GHAZIPUR GHAZIABAD HAPUR BYPASS

Total Vehicles Total PCUs
63700 43428 36413 39766 19:44 28701 18705 25749 68890 42810 39987 46789 9 43615 29482 33788

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3

DADRI

4

SIKANDRABAD

5

BULANSHAHAR CITY

6

KHURJA

7

ALIGARH ROTARY

1 2 3 1 2 3 1 2 3 4 1 2 3 1 2 3 4 1 3 4 1 2 3 4 1 2 3 4
1

8

HATHRASH

9

SADABAD

10

AGRA

11

GOKUL GOWSHALA

12

LAXMI NAGAR

13

KHAIR KASBA

13 A

KHAIR KASBA

14

JEWER CITY

2 3 1 2 3 1 2 3 1 2 3 1 2 3 4

GHAZIABAD SIKANDRABAD SURAJPUR BULANDSHEHAR JEWAR DADRI KHURJA SIKANDRABAD HAPUR BULANDSHAHAR CITY BULANDSHAHAR ALIGARH JEWAR HATHRASH KHAIR KHURJA DIBAI SADABAD RAYA ALIGARH SIKANDRA RAO ALIGARH JALESHER AGRA MATHURA FEROZABAD AGRA MATHURA HATHRAS LAXMI NAGAR SADABAD GOKUL BAIRAZ MATHURA CITY RAYA GOKUL VILLAGE Jewar City Aligarh Mathura JEWAR CITY KHURJA ALIGARH KHURJA PALWAL JEWER CITY SIKANDRABAD

16665 11722 11853 9915 3379 11551 5487 8463 4311 9528 13855 14611 10025 14551 6610 12272 6243 16360 11252 13840 6833 8976 4242 6213 5334 9046 10852 15517 15016 2220 2598 3282 8927 7856 4970 5445 3990 2855 5785 2650 5301 4563 4326 2361 4357

34465 21683 18186 20124 6763 20751 11853 13278 5815 8220 19963 21955 9629 20696 8510 17343 6957 34123 22157 27558 14054 11778 4825 8437 6368 10193 12193 21554 21889 5517 4522 7272 9534 11859 8798 6210 4554 2913 7005 2964 6087 6698 8287 3542 7066

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

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

Bus 1.0 0.8 0.7 0.6

LCV 1.1 1.0 0.9 0.8

Two Axle Truck
1. 0 0.9

Three Axle/MAV 1.2 1.1 1.0 0.9

1.2 1

0.9 0.8

0.8 0.7

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

table below:

Upto 2012 2013-17 2018-2022 After 2022 Upto 2012 2013-17 2018-2022 After 2022 Upto 2012 2013-17 2018-2022 After 2022

5.5 5.0 4.5 4.0 4.7 4.3 3.8 3.4 5.9 5.4 4.8 4.3

7.5 7.0 6.5 6.0 6.4 6.0 5.5 5.1 8.1 7.5 7.0 6.5

Normal Growth Scenario 6.5 6.0 5.5 5.0 Low Growth Scenario 5.5 5.1 4.7 4.3 High Growth Scenario 7.0 6.5 5.9 5.4

6.0 5.5 5.0 4.5 5.1 4.7 4.3 3.8 6.5 5.9 5.4 4.8

7.0

8.0

6.5 6.0 5.5
6.0 5.5 5.1 4.7 7.5 7.0 6.5 5.9

7.5 7.0 6.5
6.8 6.4 6.0 5.5 8.6 8.1 7.5 7.0

For the purpose of assessing the financial viability, Normal Growth Rates have been assumed.

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6.5 Expressway Traffic Estimation
The estimation of traffic on Yamuna Expressway is the most crucial as well as critical aspect in the planning of the facility. The Delhi- Agra corridor in the region at road network, which includes the NH-2, NH-91 and NH-93 as well as State highways namely SH22-A, SH-80 and other roads, carries significant volumes of traffic, but the capacity available falls short of demand. The augmentation of road capacity in the corridor through provision of Yamuna Expressway and Eastern Peripheral expressway will meet the latent demand and would lead to redistribution of regional traffic amongst the entire road network in the study area. The base year data collected by consultants is processed and used as input for the Saturn software which employs the stochastic State of User Equilibrium (SUE) technique for assigning the traffic on various roads. The consultants have envisaged a scenario of road network infrastructure development. The traffic distribution is estimated between the existing regional road networks, the Yamuna Expressway and the Eastern Peripheral Expressway on account of superior quality and improved regional connectivity offered by these expressways. The consultants have also estimated the magnitude of development/induced traffic from the various developments that are planned along the corridor and in the region that is likely to use the Yamuna expressway. Based on the traffic and travel characteristics, gathered through primary surveys as well as secondary data, the road network characteristics (existing as well as future planned) and the future infrastructure developments in the project influence area, the traffic that is likely to use the proposed expressway is composed of two elements: Divertible Traffic: Traffic expected to divert from other alternative routes to the Yamuna expressway. Analysis of OD data reveals that there are two clear categories of traffic those have potential to divert on to the proposed expressway. These are Inter NH movements and Traffic between NH and adjoining areas of Delhi. Development/New Generated Traffic: Traffic expected to be generated on the Yamuna expressway because of new developmental activities along the corridor and in the Project Influence Area. The development/new-generated traffic has been estimated from the data available regarding the new developments in the project influence area with details of their spatial locations. The extent of traffic generation from these areas was calculated from their envisaged activity mix and the traffic that would come on to the expressway was estimated using the assignment model based on the likely desire of this generated traffic. Based on the Saturn analysis and the normal growth rates arrived at above, the projected traffic on the Yamuna Expressway is as under: Year 2010-11 2020-21 2030-31
2040-41

Car/Jeep /Van/Taxi 11531 22366 40243 72070 102233 11106 21542 38760 69414 98465

LCV 1757 3102 5077 8270 11083 1702 3005 4918 8011 10736

Bus

2A

3A 1273 2356 4044 6907 9524 1325 2452 4209 7189 9913

MAV 669 1360 2564 4813 7023 652 1325 2499 4691 6845

Total Vehicles 18235 34120 59443 103454 144492 17298 32469 56723 98952 138376

2046-47 1 2010-11 2020-12 2030-31 2040-41 2046-47

km 36.18 1592 1413 2556 2379 3802 3713 5628 5766 7121 7509 km 36.18- km 48.20 1113 1400 1787 2358 2658 3679 3935 5713 4979 7440 74
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Year Car/Jeep /Van/Taxi 2010-11 2020-21 2030-31 2040-41 2046-47 2010-11 2020-21 2030-31 2040-41 2046-47
2010 - 11

LCV 1678 2963 4849 7898 10584 1076 1900 3109 5065 6787 539 952 1558 2537 3400

Bus

2A

3A 1260 2332 4002 6836 9426 917 1697 2913 4975 6860 459 850 1458 2490 3434

MAV 1031 2095 3952 7418 10824 480 976 1840 3454 5039 240 488 920 1727 2520

Total Vehicles 15422 28858 50285 87539 122292 15805 29630 51722 90188 126104 4883 9079 15720 27200 37864

8890 17244 31026 55563 78818 10637 20632 37123 66482 94306 2660 5159 9283 16625 23583

km 48.20 - km 110 1397 1166 1872 2352 2785 3671 4122 5701 7424 5216 km 110 - km 153.45 1440 1255 2113 2312 3439 3298 5121 5091 6669 6441
km 153.45 - km 165.537

2020-21 2030-31 2040 - 41 2046-47

360 578 860 1273 1610

627 1056 1648 2559 3332

It may be mentioned that the seasonality factor has been assumed as 1.00, hence the quantum of Average Daily Traffic (ADT) and the Annual Average Daily Traffic (AADT) is similar.

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7. REAL ESTATE DEVELOPMENT

7.1

Background

The Yamuna Expressway Project conceptually is a road project bundled with real estate development wherein the cash flows from the activities related to real estate development will be used to cross-subsidize the cash flows of expressway, as the expressway project on its own will not be financially viable. Accordingly, the cash flows generated from the real estate development activities will be utilized in two ways to fund the construction of the expressway: As internal accruals forming the part of promoter's equity contribution during construction period. As cash flows to be used to repay a part of the expressway project debt during operations period. Considering the importance of the role of real estate development activities in the project, JIL appointed Cushman & Wakefield (C&W) to prepare a Market Assessment Study Report for real estate development along Yamuna Expressway. C&W accordingly submitted their Report in May 2009. Relevant extracts from the said report are mentioned in the following sections.

7.2

Objective & Methodology

The primary objective of the study is the assessment of the micro markets for real estate development being planned along corridor, which is expected to be impetus for economic driver in the region. The assessment includes overview of Indian economy, overview of the state of Uttar Pradesh and the real estate market in India. Focus is on assessment of subject's micro market as a destination for real estate development based on prevailing market trends and behavioural pattern of benchmark cities in India and abroad. The same will be achieved through the following methodology:

Macro Analysis: Analysis of the external factors and prevailing trends at the macro
level and their influence on the market for the proposed development

Micro Market Study: Assessment of specific micro market conditions to enable
identification of possible opportunities for the proposed development along with comprehension of local market forces

SWOT Analysis: Identification of strengths, weaknesses, opportunities and challenges
for the subject property through evaluation of the subject site Assessment of Development Scenarios.

7.3

Scope of Report

The exercise will entail an understanding of the following:

7.3.1 Real Estate Overview of the city, incorporating
City Overview with focus on existing and upcoming growth corridors Key Infrastructure initiatives of the government Understanding of Yamuna Expressway and its impact on economy of the region Strengths and potentials of Yamuna Expressway

7.3.2 Residential/Commercial/Retail market dynamics
Key Residential, commercial, retail & hospitality projects in the Region. This would Include their location, size and configuration. Residential market dynamics of the city

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

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

7.4

Analysis of Macroeconomic Environment

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

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

Indian Economy

India's consistent growth, gradual shift from the primary sector towards the secondary and tertiary sector and newfound status as a preferred investment destination have strengthened India's position as a force to reckon with in the years to come and established it as a formidable competitor on the global map. Also, positive investor perception, strong macro economic fundamentals along with various government --------w
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initiatives to facilitate and augment growth in the economy indicate that India is all set to achieve even higher domestic growth rates. The Report mentions the robustness of various economic indicators including GDP and its growth rates, industrial growth, FDI inflows and private equity deals till FY 2008. Although there is a downward trend in the above mentioned indicators during FY2009, India remains the second fastest growing economy in the world. The report also highlights the various policy changes by central government, its thrust on infrastructure sector, various initiatives taken by RBI for sustaining liquidity and credit growth and their positive impact on the economy in the long run. Although the current economic slowdown has retarded the pace of growth in the country, India confronts the current global economic and financial crisis from a position of strength owing to its strong macro economic fundamentals. Although, there are various conflicting views regarding the exact time needed for the economy to revert to its previous high growth levels, the consensus view indicates that the short run focus should be on sustaining liquidity and credit flows.

7.4.3 Real Estate Overview
The Indian real estate market has been witnessing slow down since Q3 2008. While realty prices stagnated in certain micro-markets across cities in India, certain other micro markets continued to witness an increase in prices due to micro-market dynamics. There has been a fall in rentals in key micro-markets across major cities in India. The slowdown was fueled by high lending rates and domestic inflation rates during the early part of the quarter and the condition was further influenced consequent to the global credit crisis and economic slowdown across US and European markets towards the end of the quarter. The residential segment has been largely affected by slow down as compared to other segments of real estate in India. Residential projects, which have been funded largely by customer advances, have been severely hit by the slowdown in bookings. Next in line has been the retail segment, wherein prevailing high rentals coupled with reduced footfalls have hit the bottom line of many retailers across cities in India. Vanilla segment of the retailers have been the largest hit by the current slow down as compared to anchor tenants who have taken up space at comparatively lower rentals. Developers have also been known to have put on hold planned development of malls to tide over the current slowdown. New formats such as specialty malls, luxury retail space, concept of mall management & marketing is expected to make the retail segment more organized. Although commercial office space market also can be considered to have been affected by the slow down at large, specific micro market conditions have largely been the influencing factor as compared to the general slow down. Although a multitude of factors has led to the current slow down in the real estate market, the prevailing scenario has done away with speculative investment and pricing that was prevailing in various micro market across cities in India. The present situation is expected to facilitate improved demand/supply situation whereby the real estate sector can emerge stronger and undertake a robust growth in the long term. Over the long term, the sector is expected to revert to its uptrend, and perform in line with the overall economy. In the short to medium term, the current slowdown is expected to create risk of a shakeout among medium-sized and small real estate players. The extent of the same would depend upon the duration and depth of the current downturn in the sector's performance. Besides, real estate sector in India has witnessed cycles of growth and slow down every 5 to 6 years. Therefore recovery from the present down turn is expected to take place in due course of time.

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The Yamuna Expressway project including both infrastructure and real estate development is expected to be one of its kinds' in the country. The scale of development requires the project to be phased over a period of 14 to 16 years. Considering this time frame, the present crisis would not be expected to have an adverse effect on the proposed development plan. The developers can however be expected to adopt measures to minimize the adverse effect from any future occurrence of

such/similar crisis. 7.4.4 Uttar Pradesh - Overview & Opportunities
Uttar Pradesh historically has a very strong base for agriculture and related activities. The state has a strong performance in the sectors of sugar refining, cotton fabrics and food processing. Over the years, the state government has taken a number of policy initiatives to diversify its economic base. Industrialization has been successfully pursued by the state government. The advent of IT/ITeS industry along with the growing prominence of National Capital Region, led to the formation of NOIDA and Greater Noida. These regions today have made their presence felt on the Indian IT/ITeS map and making UP the forth largest software exporter (USD 1 billion). A number of initiatives have been taken by the government to promote industrial and infrastructural activities in the state which are discussed in detail in the Report. To support and facilitate further growth of the National Capital Region and other parts of north India, the Central and state government have taken up new infrastructural initiatives. The development of NH 8 coupled with government initiatives, and its impact on the development of Gurgaon as one of the preferred IT destinations in the country - is a case in point. The development of NH 26, Delhi-Noida-Delhi Flyover and the Gautam Budh Expressway (Noida-Greater Noida Expressway), have facilitated increased growth in the region of NOIDA and Greater Noida. The Yamuna Expressway project can derive strengths from the contribution of infrastructure in attracting economic drivers to a particular region. The real estate development that has been envisioned on the five properties can be expected to be complimented by the government initiative to promote economic growth in the region. Key sectors such as Pharmaceutical, Bio Technology, Tourism, Hospitality, Leather, Automobile, Food Processing, Textiles, Aviation, Health Care, Financial Services and Warehousing/Logistics can be expected to perform as economic drivers across these townships.

7.5

Analysis of Microeconomic Environment

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

7.5.1 Yamuna Expressway
The Yamuna Expressway connects two important destinations of National and International importance - National Capital Delhi and tourist center Agra. Both these places have high potential to generate traffic and economic development. The Project road will also provide connectivity between the various satellite towns of National Capital

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Region of Delhi i.e. Noida, Greater Noida, Ghaziabad, Meerut, Faridabad with Aligarh, Mathura and Agra. Mathura and Agra are well known international tourist destinations. The Yamuna Expressway along with the existing NH-2 and NH-91 and interconnectivity between all three of them will form a good network of roads which in turn, open up a vast area to holistic development in the following areas: Upcoming huge urban conglomerates in NOIDA and Greater Noida with their own potential will have easy accessibility towards Aligarh, Mathura and Agra. The proposed Export Promotion zones including Taj Economic Zone along the Yamuna Expressway coupled with the Taj International Hub Airport will promote economic development of the area and the State of UP as a whole. Safe, shorter travel time and the accessibility in the region will accelerate land development along the Yamuna Expressway in a planned manner for commercial, industrial, institutional amusement and residential purposes

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

Special Development Zones
Micro SDZ Mini SDZ 50 Acres-200 Acres of Area 100-300 hectares, covering the following core activities, viz. Industrial, Institutional, Bio-Tech, Information Technology (IT/ITES), Sports, Recreational & Service Industry. "Mega Projects" in Special Development Zone(s) (SDZs) along both sides of the Yamuna Expressway (erstwhile Taj Expressway) between Greater Noida and Agra, initially up to Jewar (41.445 kms from Greater Noida).

Mega Projects

A number of such zones will come up all along the Yamuna Expressway right up to Agra. The new YEA authority comprises district Gautam Budh Nagar, Mahamaya Nagar (Hathras), Matura, Aligarh and Agra. From Gautam Budh Nagar to Agra, the YEA area is spread over 1 lakh hectare. In YEA identified area there will be 22 zones. According to a survey, by 2011, Noida-Greater Noida will have 3,000 hectare of residential set-up, while industrial set-up will be spread over 26,000 hectare. According to senior official from YEA, the acquisition of land for the Yamuna Expressway is being completed and all the land is handed over for construction. Work on the special development zone is likely to begin after the allotment.

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Greater Noida Industrial Development Authority has earmarked 3500 hectare for proposed Taj International Aviation Hub.

7.5.3 Jaypee Greens Development
Jaypee Greens is the maiden real estate project of the Jaypee Group spread over 452 acres along the Expressway from Noida to Greater Noida. The project was launched towards the end of 2006 and the progress of this real estate project in last two and a half year can be good indicator about the future progress on the five land parcels under Yamuna Expressway, especially the land parcel in Noida measuring 894 crore due to its proximity to Jaypee Greens. Key features of the Jaypee Greens project are as follows: The residential units are offered in two formats Individual homes (Estate Homes/ Golf Villas/ Elegant Homes) - 350 units; and Apartments - 1200 units 300 room luxury spa hotel in association with 'Six Senses & Spa' 18 hole and 9 hole Golf Course designed by Graham Cooke 350 yard driving range Golf Academy Integrated Sports Complex 60 acre Park and Nature Reserve Town Center for retail & entertainment outlets and Commercial Center providing for both retail and commercial space Facilities provided include, conveniently located Creche, school, college, health care and other community facilities As on April 30, 2009; the inventory status Jaypee Greens - Noida and Jaypee Greens Greater Noida is mentioned in the Table below: Inventory Details Jav gee Greens - Noida Plots Apartments - Phase I Apartments - Phase II
Sub-total (A) Jaypee Greens - Greater Noida Area Released Area Sold (in lacs Sq ft) (in lacs Sq ft) %age Area Sold

7.98 37.32 51.99
97.29

4.71 23.60 26.45
54.76

59.0% 63.2% 50.9%
56.3%

Estate Villa Apartments Courts Town Homes/ Centre/ Personal Floor
Subtotal (B) Grand Total (A+B)

6.39 7.03 2.13 30.89 2.14
48.58 145.87

4.86 5.57 1.95 14.18 1.00
27.56 82.32

76.1% 79.2% 91.5% 45.9% 46.7%
56.7% 56.4%

From the Table above, it can be seen that in last two and a half years, the Jaypee Group was able to sell around 56% of the developed area released. It also indicates that the group has the wherewithal to undertake the development of the scale envisaged in the Project. The group with its subsidiaries involved in cement, power and design & engineering consultancy should be able to successfully backward integrate its operations to enable successful implementation of the Project. 0 81

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7.6

Location Analysis

The subject properties (five in number) lie in thinly populated areas along Yamuna River. The subject properties are located towards the north-east side of the River Yamuna along the proposed alignment of Yamuna Expressway as indicated on the map below:
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7.6.1 SWOT Analysis 7.6.1.1
STRENGTHS

Noida
WEAKNESSES

n n

n

Locational Advantage- Proximity established town Noida and upcoming town Greater Noida Excellent Road network Nearby micro-locations have emerged as highly preferred Industrial, commercial S. residential locations for middle, upper middle and upper classes Social infrastructure in Noida and Greater Noida has developed at a fast pace in the last 7-8 years Property lies within Proposed Master Plan (Noida-2021) Size of proposed township (>200 acres) supports residential, commercial, retail and institutional components to form self sustaining projects.

Public transport system yet to be developed to cater to the demand.

OPPORTUNITIES n Proposed Eastern corridor passing Noida would enhance regional connectivity of the subject properties

THREATS

Proposed International airport and Aviation Hub at Jewar (approximately 30 Kms from subject site) would enhance airconnectivity of the proposed development on subject property. n Proposed Formula- 1 track in close proximity would enhance property prices in and around subject site.
n

Large supply is expected in the next 4-5 years in the micro market of Noida and Greater Noida. This may result into an oversupply thus would be impacting the rentals. Large Scale size of the project (894 acres)

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7.6.1.2

Agra
WEAKNESSES Lack of initiative by private developers in past

STRENGTHS Close proximity to Agra City (approximately 5 Kms) n Excellent Road network n Nearby micro-locations are established Industrial, commercial and residential locations for middle, upper middle and upper classes Existing Social and physical infrastructure to backup the proposed development Low land prices as compared to other prominent location in the national capital region. Properties lie within Proposed Master Plan limits of Agra. Size of proposed township (>200 acres) supports residential, commercial, retail and institutional components to form self sustaining project. Subject property possess decent frontage along Yamuna Expressway. OPPORTUNITIES Strong Industrial base of Agra is expected to support proposed residential development of subject site. Agra is a concentrated and congested city. Proposed development is expected to provide a better living environment to the resident population of Agra off the congested core however accessible to the existing social and Physical infrastructure.

THREATS Delay in completion of proposed Infrastructure development projects, can adversely affect the proposed development. Possibility of over-supply if all the township projects are delivered at the same time Large scale of project (1235 acres)

7.6.1.3

Dankaur/ Jaganpur
WEAKNESSES Surrounding development is in nascent stages of its development phase.

STRENGTHS Strategically located on junction of proposed Eastern Expressway and Yamuna Expressway. Formula 1 Track on immediate neighborhood (3 Kms) n Subject site falls under Greater Noida Development Authority limits. Proposed Night Safari camp is located at a convenient distance of 900 m from subject property Size of proposed township (>200 acres) supports residential, commercial, retail and institutional components to form self a sustaining project. Proposed Gautam Budha University is in close proximity to the subject site (1 Kms) n Dankaur Railway Station is located at a convenient distance of 3 Kms from subject site OPPORTUNITIES Proposed Eastern corridor passing Noida would enhance regional connectivity of the subject property Proposed International airport and Aviation Hub at Jewar (approximately 18 Kms from subject site) would enhance airconnectivity of the proposed development on subject property. Proposed Formula- 1 track in close proximity would enhance property prices in and around subject sites. Proposed Metro rail station at a distance of 2 Kms would enhance connectivity through public transportation.

THREATS Large supply is expected in the next 4-5 years in the micro market of Noida and Greater Noida. This may result into an oversupply thus would be impacting the rentals. Large scale size of the project (1235 acres)

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7.6.1.4

Mirzapur Village
WEAKNESSES development is in • Surrounding nascent stages of its development phase. n Currently there is a lack of social infrastructure in and around subject site n Public transport system is yet to be developed in the region

STRENGTHS Strategically located in close proximity to proposed International airport and Aviation Hub (approx. 8 Kms) Subject site possess decent frontage along proposed Yamuna Expressway. Formula 1 Track in close neighborhood (18 Kms) Size of proposed township (>200 acres) supports residential, commercial, retail and institutional components to form self a sustaining project. Proposed Gautam Budha University is in close proximity to the subject site (15 Kms) OPPORTUNITIES Proposed Eastern corridor passing Noida would enhance regional connectivity of the subject property Proposed International airport and Aviation Hub at Jewar (approximately 8 Kms towards south-east of subject site) would enhance air- connectivity of the proposed development on subject property. Proposed Formula- 1 track in close proximity along with proposed airport would enhance property prices in and around subject sites. Proposed Metro rail station at a distance of 15 Kms would enhance connectivity through public transportation.

THREATS • Large supply is expected in the next 45 years in the micro market of Noida and Greater Noida. This may result into an oversupply in micro-markets and thus would be affecting the rentals of the projects proposed in the fringes of these growing markets. • Large scale size of the project (1235 acres)

7.6.1.5
STRENGTHS

Tappal
WEAKNESSES
n

Strategically located in close proximity to proposed International airport and Aviation Hub (approx. 10 Kms towards north-west of the subject site) Subject site possess decent frontage along proposed Yamuna Expressway. Size of proposed township (>200 acres) supports residential, commercial, retail and institutional components to form self a sustaining project. Subject site is located a distance of 80 Kms from Agra through proposed Yamuna Expressway.
OPPORTUNITIES

Surrounding development is in nascent stages of its development phase. Currently there is a lack of social infrastructure in and around subject site Public transport system is yet to be developed in the region

THREATS
n

Proposed Yamuna Expressway would enhance regional connectivity of the subject property n Proposed International airport and Aviation Hub at Jewar (approx. 10 Kms towards north-west of subject site) would enhance air- connectivity of the proposed development on subject property. Proposed airport in close proximity would enhance property prices in and around subject site.
n

Large supply is expected in the next 45 years in the micro market of Noida and Greater Noida. This may result into an oversupply in micro-markets and thus would be affecting the rentals of the projects proposed in the fringes of these growing markets. Large scale size of the project (1235 acres)

7.7

Development Scenario

Each city and micro - markets located within the city have developed based on economic drivers, infrastructure development, demographic profile of residents and policy initiatives undertaken by regulatory authorities. Each real estate developed market

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has evolved subject to market dynamics, growth patterns and competitive developments which are specific to each market. Considering the size/scale of the project and the micro market in which it is located, the proposed project would typically take 14 - 16 years to develop completely. The success of the proposed development would depend on the micro market dynamics, the quality of development, the phasing of the development and the pricing strategy adopted. Floor Space Index (FSI) for Noida development has been taken as per approved master plan ranging from 1.2 to 2.75 and for other locations FSI of 1.5 has been adopted under the terms of Concession between the Concessionaire and YEA to arrive at the proposed built up area.

7.7.1 Township Development - Economic Drivers
Considering that the real estate development would be dependent on the presence of key economic drivers in each township, industries that are estimated to be key economic drivers are as follows:
t °cabal / Industry
Noida - 894 acres Agra - 1235 acres Automotive Auto Components 1T/1ieS Food I Food Processing Agra Processing Tourtairn & Hospitality Te..:1 K-3
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The Yamuna expressway is expected to be the prime facilitator for industries to set up operations in the integrated townships. Other key infrastructure developments which have been initiated, would contribute to the development of the entire National Capital Region as a key economic hub: Ganga Expressway - 1047 kms Kundli - Manesar - Palwal (KMP) Expressway - 135 kms Eastern Peripheral Expressway - 105 kms Delhi Mumbai Industrial Corridor - 1483 kms Eastern Freight Corridor (Ludhiana to Dankuni) - 1800 kms The presence of vast population in western Uttar Pradesh with favourable demography and potential to be trained in requisite skills would also facilitate setting up of key industries in the region. The development of the international airport along the expressway would provide essential connectivity to other parts of the county and international travel. This nature of connectivity is one of the key criteria's that are considered by industries / entities for setting up their operations. The presence of the international airport would also provide

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

Optimistic Scenario
12 - 14 years 8% - 9% 3% - 4%

Probable Scenario
16 - 18 years 5% - 7% 5% - 6%

Pessimistic Scenario
20 - 22 years 3% - 4%
7% - 8%

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Site

Commercial

Institutional

Residential

Development Const. Cost Development Const. Cost Development Const. Cost Rs./sq. ft. Rs./ sq. ft. Rs./sq. ft.
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Noida Agra Dankaur Mirzapur Tappal Noida Agra Dankaur . Mirzapur Tappal Noida Agra Dankaur Mirzapur Tappal

7800 5400 3600 6600 4560 3000 5280 3600 2400

3680 3105 2415 3220 2645 1650 2645 2185 1610

2400 1680 1320 2160 1440 1080 1920 1200 840

1380 1093 920 1150 920 748 1035 805 690

5000 4500 3000 4200 3800 2500 3300 3000 2000

2300 2415 1495 2070 2070 1265 1725 1725 1150

The above three scenarios, the rental & capital value and construction cost are based on the following assumptions: Capital value for commercial and institutional components has been calculated based on a capitalisation rate of 10%. Typically the yield rate ranges from 9% to 12%. Actual realizable value will depend upon negotiation and transaction peculiarity. The construction cost includes the following: Cost of construction of each component Architects & Consultants fee (5.0 % - as a percentage of construction cost) Pre-operative Expenses (2.0% - as a percentage of construction cost) Advertising & Marketing Cost (3% - as a percentage of construction cost) Miscellaneous & Contingencies (5.0% - as a percentage of construction cost) Each property will be developed in phases with support infrastructure in place to facilitate a real estate environment. Quality of development would be on par with comparable developments in a developed market - commanding the values mentioned above. Target market for the segments would be existing in the real estate market, driven by economic drivers that are attracted to each of the proposed townships & availability of adequate support infrastructure. The market in which the property is located would have similar demand/supply dynamics as has been seen in developed real estate market. The property to be developed would have sufficient development of all components of real estate. If conditions exist to the contrary then the prices mentioned above would not be relevant.

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8. PROJECT COST & MEANS OF FINANCE
8.1 Project Cost
The total project cost has been estimated at Rs. 9739.29 crores by the company. A summary of the cost components is presented below:

S.No. 1 2 3 A

Description Land acquisition for Expressway Land acquisition for Development Cost of Construction Site clearence, Dismantling, Earth Work, Construction of Culverts & underpass, Drains & Retaining Wall and Maintenance of Haulage Road Bridges & Vehicular Underpasses and Construction of Interchanges - Site Clearences, Dismantling, Earthwork, Granular Base Course and Sub Base, Cement Concrete Pavement ,Bituminous Course Drainage & Protection Works, Bridges & Structures, Electrical & Landscaping. Earthwork, Granular Sub-Base and Base Courses, Cement Concrete Pavement, Drainage and Protection Works, Traffic Signs, Marking and other Appurtenances, Miscellaneous Toll Plazas & other infrastructure PMC ,Supervision & Other Charges Cost of Construction (Sub- total) Prelim. & Preoperative Expenses Contingencies Interest During Construction Total Project Cost

Amount (Rs.in Crs.) 900.00 1719.00

1380.00

B

1130.00

C D E 4 5 5

2570.00 120.00 100.00 5300.00 240.00 230.00 1350.29 9739.29

The project cost is based on the estimation by the company, who has a varied experience in implementing large infrastructure projects in the country, in consultation with their design engineer ICT. The DPR has since been approved by RITES, which was appointed by YEA. The cost of acquisition of land has already been finalized is as per the actuals estimated by the YEA. For the cost for shifting of utilities, any optimization of design, additional structures, service roads, utility ducts, toll plaza equipments, roadside facilities company has estimated a lump sum final value. The Preliminary & Pre-operative Expenses involve expenses likely to be incurred during the construction period on Insurance, Financing Fees, Bank charges, Supervision and Independent Consultant's Fees. The Commercial Operations Date (COD) of the project is expected to be from 1st April 2011. The concessionaire has already incurred an expenditure of Rs. 3138.81 crores on the Project as on 31 st March 2009.

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S:31.11111 Capital Market Limited

AAXIS BANK

Jaypee Infratech Limited Appraisal Memorandum

Private & Confidential

8.2 Means of Finance
The total project cost is proposed to be financed by a debt - equity mix of 1.60:1. The proposed components of financing are Means of Finance Debt Equity incl IPO / Sponsor Support Contribution from Real Estate Development (Rs in Crore 6000.00 2250.00 1489.29

Total Debt equity ratio

9739. 29 1.60

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

0 89

OICICI Bank

SBI Capital Merkets Limited

AXIS BANK

Jaypee Infratech Limited Appraisal Memorandum

Private & Confidential

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

9.1 Key Financials
Rs. in crores
or the YE

2012
12

2013
12

2014
12

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
12 12 436 12 465 12 552 12 586 12 621 12 738 12 782 12 826 12 977 12 1.031

arch 31, Months of Operation Toll Revenue Real Estate
Revenues

303

322

343

410

3.506 2.549 3,112 5,966 10,163

9,452 10,777 11,010 10,452 10,327 11,150 10.889

Total Revenue Road Operating Expenses Real estate Expenses Total Expenses EBITDA Depreciation Interest
PBT Tax PAT

303
71

322
74

3,850 2.959 3,549 6.431 10,716 10,037 11.398 11,748 11.235 11,153 12,127 11,921
78 98 99 90 95 7,668 7.763 2.953 100 7.059 7,159 2.879 273 8.109 8.381 3,016 232 8.392 8,623 3.125 155 8.113 8.268 2,966 163 8.126 8,289 2.865 171 8,812 8.983 3,144 210 8,597 8,806 3.114

2.460 1,788 2,183 4.421 71 232 74 248 2,538 1.886 2.282 4.511 1,312 1,073 1.266 1,920

223 810
(802) (802)

223
798

223
746 343 58 285 505

223
676 174 30 145 537

223
602 441 75 366 523

223
551 1,146 195 951 310

222
505 2.227 378 1.848 380

223
450 2.206 375 1.831 441

223
408 2.385 405 1.980 145

223
388 2.515 427 2.087 145

222
368 2.377 404 1.973 165

223
289 2.353 400 1.953 981

223
138 2.783 473 2,310 1,287

223
5 2.886 491

(773)
(773) 176

2.396
455

Principal Repayments DSCR

35 1.36

1.79

1.85

2.06

2.26

3.05

2.97

3.11

4.19

3.69

3.84

1.55

1.51

1.54

Key Indicators Proect IRR Avera g e DSCR Min DSCR

Level 20.79 % 2.38 1.36

9.2 Sensitivity
The critical factors affecting the profitability projections are drop in traffic levels and drop in real estate prices assumed in the financial model. Accordingly, the sensitivity analysis has been carried out for the following four cases: articulars
Base Case

AADT traffic lower by 10% ( c) Base real estate prices across all segments lower by 10 % (d) Combined scenario of (b) + ( c)

Average DSCR 2.38 2.32 1.73 1.68

Minimum DSCR 1.36 1.33 1.12 1.07

0ICICI

Bank

0 s71 i
Capital Markets LI m Ited

90

AXIS BANK

Jaypee Infratech Limited Appraisal Memorandum

Private & Confidential

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

/ Comments

SPONSOR RISK Sponsor Experience
Execution Capability
&

The Sponsor, JAL, has requisite experience in development, construction and operations of infrastructure and real estate projects. Further JAL also has requisite financial, managerial and implementation capability. JAL has been involved in the construction of major engineering and real estate projects in India for over 30 years, specializing in complex hydropower, river valley projects and township projects. JAL has been in the construction business for about three decades and has executed several engineering project for Government of India and most of these projects were completed on schedule without any penalty under LD clause. To optimize the risks allocation during both construction as well as operation stage, JIL would take the necessary inputs from Sponsor, PMC, technical consultants and advisors. CA with YEA has already been executed in February 2003. JIL has already entered a cost plus contract with JAL for execution of the project in November 2007. Environment Impact Assessment in respect of the Project has already been carried out by JIL in March 2004, confirming that the impact on the environment due to the implementation of the project would be minimal and within acceptable standards. Tree cutting permission has already been obtained. All systems/buildings discharging effluents have been situated outside the limits specified in the Government order for PCB Clearance in the master planning exercise. As per the works contract agreement entered between JIL and JAL, the responsibility of obtaining all the statutory approvals and permits lies with the contractor i.e. JAL. JAL has already initiated necessary steps to get the requisite approvals for the project. The project cost of Rs. 9739.29 crore is proposed to be financed with a debt equity ratio of 1.60:1 and considering the project being an infrastructure project the DE ratio can be considered satisfactory. This translates into an equity requirement of Rs. 3739.29
91

DEVELOPMENT RISK I. Pre-Construction Risk
Finalization of key
contracts
/ • •

agreements Impact on Environment

• •

Approval/consents/
Permits

Funding Risk

?/C/C/

Bank

St7 Capital Markets Limited

AXIS BANK

Jaypee Infratech Limited Appraisal Memorandum

Private & Confidential

RISK FACTORS

Mitigation / Comments crore and debt requirement of Rs. 6000 crore. 41.32% of the equity contribution has been already brought into JIL. JAL proposes to contribute additional Rs. 510 crore through its own sourses and proposes to contribute the remaining equity through a combination of IPO and accruals from the real estate development along the corridor. As stipulated in the Indicative Term Sheet, JAL will furnish a shortfall undertaking to bring in additional funds in a form & manner satisfactory to the Senior RTL Lenders, for cases of gap in means of financing from these sources, if any. Further, JIL has already tied up Rs 3000 crore out of the required Rs 6000 crore from ICICI Bank through facility agreement dated 30th June 2008 and 30 th September 2008. Till 31st March 2009, ICICI Bank has disbursed Rs. 1675 crore for the acquisition of land and construction activities. JAL is resourceful, has strong net worth with sufficient liquidity and robust business model. The Sponsor has in past-demonstrated strong capability in meeting their investment commitments in other project development undertaken by them. As on 31 st March 2009, JIL has received consideration aggregating Rs 555.23 crore as real estate proceeds. Given the growing economy of Noida region and experience of promoter in selling and marketing of similar project "Jaypee Greens Greater Noida", bringing in the equity from real estate development does not p ose a maior fundina risk to the oroiect. According to the CA, YEA is under obligation to hand over of the Right of Way, free from all encumbrances for the project site. JIL has already acquired the entire land requirement of 3991 acres for the Expressway and 41 acres out 753 acres required for the interchanges. In total, around 80% of the total land required for the construction has already been acquired and the balance will be acquired in due course of time. The company has already awarded a cost-plus contract to JAL in Nov 2007, which has in the past executed a number of infrastructure projects in power, irrigation and road sector. JAL has demonstrated capabilities in management of execution of large projects. This will lead to the Project benefiting from resources and capabilities of the project Sponsor in management and execution of road projects. JAL shall be fully responsible for the acts, defaults, omissions and neglects of any subcontractor. Strong Contractual structure for Performance under the with contract liquidated for damages underperformance.
92

II. Construction Risk Land Acquisition

Performance of Construction Contractors

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Jaypee Infratech Limited Appraisal Memorandum

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RISK FACTORS Project Delay/ Cost Overrun

Utilities during construction
Inability to perform

under construction contracts Force Majeure (FM)

Mitigation / Comments The contract is being designed so as to incorporate adequate LDs for delay. Considering the track record of JAL of completing major complex projects on time, no delay is envisaged in completing the said project on time. As stipulated in the Indicative Term Sheet, JAL will furnish a cost overrun undertaking to bring in additional funds in a form & manner satisfactory to the Senior RTL Lenders, for cases of any cost overrun. Under the works contract it is contractor's responsibility to make arrangements for power, water etc. during construction of the road. Penalties/ liquidity damages (LDs) for delay in completion/other defaults envisaged. the responsibility to It is contractor's take the during comprehensive insurance package construction period. In the event of termination of contract due to Force Majeure event the CA stipulates that o YEA is liable to pay the company all the acquisition and the development cost with respect to expressway o Land given to the company for development till the date of termination shall remain with the company. The sponsor JAL will undertake to meet any shortfall in amount payable in respect of the facility on account of termination of the concession agreement. The contractor has appointed LEA Associates, Intercontinental Consultants, Scott Wilson and CES as PMC's for various stretches of the expressway, who along with the project management team of JAL would monitor the execution of the project. Also appointment of Lenders' Engineer is envisaged who will oversee that activities of various parties involved in the project. The defect liability period shall be valid until 12 months after completion of the project during which the contractor shall be liable to making good any damage to any section or part of the work. liability provision construction Defect for contractors/suppliers. JIL would enter into an O&M Contract with an experienced O&M Contractor. JIL proposes to obtain a comprehensive insurance package covering various insurable risks relating to the construction and operations of the Project. JIL has already taken Contractor's All Risk Insurance with effect from 1 st October 2008 from United India Insurance Company Limited. JIL/Contractors has also taken The Workmen's Compensation Policy.

Design risk

3. OPERATIONAL RISKS

Underperformance of Facility

• •

Insurance Risks

-----w

93

O/C/C/

Bank

AXIS BANK
Capital Market• Limited

Jaypee Infratech Limited
Appraisal Memorandum

Private & Confidential

RISK FACTORS Traffic / Revenue Risks

Mitigation / Comments Expressway

Detailed Traffic Study has been conducted by "Design Aid consultants" for identifying the potential traffic & growth rate. GOUP has not notified a toll policy but the same is expected to be done prior to COD. The toll structure taken for the purpose of financial projections are the toll rates being charged on the Mumbai-Pune Expressway. Toll rates have been escalated @ 12% every 3 years. The toll plaza is proposed to be strategically located to capture maximum toll able traffic.
Real Estate

Risk of Material

Default

Cushman & Wakefield has prepared a detailed market report and has estimated the demand for residential commercial and institutional properties and their expected realizations for the proposed land development at Noida, Dankaur, Tappal, Mirzapur and Agra. In the base case financial model, on conservative basis, no escalation is assumed in sale price of the developed land/ structures during the entire concession period. capability Company's debt service remains comfortable under sensitivity analysis of 10% on the base rates. CA provides for a 90 days grace period before the contract would be terminated in case of default. In the event of termination of contract due to Force Majeure event the CA stipulates that o YEA is liable to pay the company all the acquisition and the development cost with respect to expressway o Land given to the company for development till the date of termination shall remain with the company, though the company has the option to return the land to YEA and recover acquisition and development cost incurred by the company till date The sponsor JAL will undertake to meet any shortfall in amount payable in respect of the facility on account of termination of the concession agreement within three months of issuance of termination notice.

94

ICICI Bank

Capital Markets Limited

AAXIS BANK

Jaypee Infratech Limited Appraisal Memorandum

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11. CONCLUSION
Jaypee Infratech Limited is promoted by the Jaiprakash Associates Ltd. The promoters of the company are resourceful, and have significant experience in development, financing, construction, operation and management of large and complex infrastructure projects in India. The Promoters have a proven ability to execute projects within time and budgeted costs. The proposed expressway project is first of its kind in India. 165.37 km, 6 lane concrete pavement access controlled expressway to be constructed by the company shall reduce the travel time between New Delhi and Agra to 2 hours from the present 4 hours. JIL has already awarded the contract to build the expressway to its parent JAL, and is expected to be completed by March 31st, 2011. The project has been divided into three sections (earthwork, structures and expressway concretization) based on geography and type of work. Each of these sections will have its own design, supervision and construction team like Lea Associates South Asia Pvt. Ltd. (LASA), Louis Berger Group Pvt. Ltd. (LBI) and Consulting Engineering Group Pvt. Ltd. (CEG) etc. They are established international players in the Infrastructure sector. JAL has also established a dedicated in-house team and has recruited professional staff to ensure timely completion of project. The sections have been further broken down into a total of various construction packages taking into consideration the specific construction requirements and planning. For improving the viability of the project, YEA has also provided JIL the rights for development of 2500 hectares (1235*5 = 6175 acres) of land at five different locations along the Yamuna Expressway to generate the non-toll revenue in the form of real estate development. M/s Design Aid has conducted the Traffic study for the project while M/s Cushman & Wakefield has conducted the real estate potential for the same. The project structure ensures risk mitigation measures, adequate debt servicing capabilities and reasonably good returns to the stakeholders. The projected financial indicators are satisfactory under adverse scenarios. The project is financially & commercially viable.

--

45-

95

n

iCiCi Bank

S131.1111111111 Capes! Markets Limited

AXIS BANK

Jaypee Infratech Limited Appraisal Memorandum

Private 8 Confidential

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

Description
Cost of land for Expressway Cost of land for Development Cost of construction of Expressway Preliminary & Preoperative Expenses Contingencies Interest During Construction

Amount (Rs. in crs.)
900.00 1719.00 5300.00 240.00 230.00 1350.29

Total Project Cost

9739.29

The RTL facility is Rs. 3000.0 crore, in addition to Rs. 3000 crore of term debt sanctioned by ICICI Bank The RTL facility shall be used for part financing the aforesaid Total Project Cost. Debt Facilities Rs. 3000 crore and Sizes Senior Lenders Availability Equity Commitment Shareholder Undertakings ICICI Bank and other banks/ financial institutions participating in the RTL facility Unless otherwise agreed by the Lenders/ Lenders Agent in writing, drawals from the loan shall be available till 6 months beyond the scheduled COD. The total equity requirement ("Equity") of Rs. 3739.29 crore for the Project & will be contributed in JIL by way of: Promoter's Equity IPO/ Sponsor Support Internal Accruals Rs. 1500.00 crore Rs. 750.00 crore Rs. 1489.29 crore

(from Real Estate Development)
JAL agrees to provide a Sponsor's Undertaking to contribute any shortfall in the Equity component, proposed to be infused through IPO and Internal Accruals, from their own sources. In the event the promoter contribution for the Project is brought in the form other than equity/internal accruals, then the repayment/ redemption of such amount shall be sub-ordinated to servicing of term debt from Lenders

-

W. 96
Sal Capital Markets Limited

#/C/C/

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Jaypee Infratech Limited Appraisal Memorandum

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and the Borrower will furnish an undertaking in this regard.

The Borrower shall pay a one time up-front fee at the rate of 0.25% of the Aggregate Facility Amount, plus applicable service tax thereon, on the date of execution (Execution Date) of Facility Documents. Commitment Fee The Borrower shall additionally pay a commitment fee of 1.20% p.a. for drawings not made beyond 60 days in variance with the draw down schedule. Quarterly Drawdown Schedules can be amended or replaced with thirty (30) days notice prior to the actual drawdown dates, without attracting any commitment fee. The fees will be calculated on the basis of drawings not made and the number of days deviated from the scheduled dates. The Borrower shall, until the Loans are fully paid off, pay to the Senior Interest Rate Lenders: Upfront Fee Floating interest rate linked to respective bank's PLR, with an effective rate of 12.50% p.a. on the date of documentation, payable monthly with interest spread reset option every 12 months. The first such interest spread reset will take place on the expiry of 12 months from the date of first disbursement. The interest as above, shall be payable by the Borrower in arrears on the 1 st of each month (each an Interest Payment Date). Such interest shall become payable from the first Interest Payment Date falling after the date of first disbursement. The Borrower shall pay interest tax / other levies / duties, if any, applicable over and above the rates mentioned above. and Loan Tenor: Door-to-door tenor of 15 Years starting from September 2009 (Q2 of FY 2010) and including the balance construction period of 21 months and ending on the last repayment date (Jun 30, 2024). The Borrower shall repay the Loan in 53 quarterly instalments, starting from Ql FY 2012 (Apr-Jun 2011) and ending in Ql FY 2025 (Apr-Jun 2024), as per the following schedule:

Moratorium Repayment

Repayment Date Re pa ment in % Repayment Date IIFCL* Others
Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06%
97

Repayment in % IIFCL* Others
0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 2.23% 2.23% 2.60% 2.60% 2.60% 2.60% 0.83% 0.83% 0.83% 0.83% 0.83% 0.83% 0.83% 0.83% 0.83%

0.18% 0.18% 0.18% 0.18% 0.43% 0.43% 0.43% 2.79% 2.98% 2.98% 2.98% 2.98% 3.17% 3.17% 3.17%

Dec-17 Mar-18 Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Dec-19 Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Jun-21

°WWI Bank

si71 ,
Capital Markets Limited

AAXIS BANK

Jaypee Infratech Limited Appraisal Memorandum

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0.83% Sep-21 0.06% Dec-21 0.06% 0.83% 0.06% 0.83% Mar-22 7.50% Jun-22 2.50% Sep-22 7.50% 2.50% Dec-22 7.50% 2.50% Mar-23 7.50% 2.50% 11.75% Jun-23 2.50% 11.75% 2.50% Sep-23 11.75% 2.50% Dec-23 11.75% Mar-24 2.50% 20.25% 1.67% Jun-24 * Repayment for IFCL would be different than the other lenders, if IIFCL Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Mar-17 Jun-17 Sep-17 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 0.06% 3.17% 3.68% 3.68% 3.68% 1.32% 1.82% 1.82% 1.82% 1.82% 2.23% 2.23%

15. Prepayment

16. Security Stipulations

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

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

0

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StE71 Capital Markets Limited

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Jaypee Infrotech Limited
Appraisal Memorandum

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crore from ICICI Bank. The security shall be created within 180 days from the date of the execution of facility documents. In the event of non-creation of the security within the said period, penal interest at the rate of 1.0% p.a. on the disbursed amount shall be charged, from the date of first disbursement till the date of creation of security. Land parcels of 150 acres each at Tappal, Mirzapur & Dankaur; forming the part of security, are yet to be acquired. Security in respect of this will be created within 90 days of acquisition/CLU. Otherwise, penal interest as mentioned above will be applicable on the outstanding loan for the period beyond 90 days from acquisition, for which security is not created.

Liquidated Damages

Financial Covenants

In the event of default in payment of interest and/or installments of principal amount on due dates, the Borrower shall pay additional interest @ 2.0% p.a. on the defaulted amount for the period of such default, during the currency of the Loan. The Borrower to ensure compliance with the following covenants: i. The Borrower shall maintain a minimum Debt Service Coverage Ratio (DSCR) of 1.10 during the period of the repayment of the Facility in operation period. The DSCR shall be computed as the ratio of: (EBITDA - Tax + Change in Net Working Capital) and (Annual Principal Repayments and interest payments including working capital loans, if any); FACR shall be maintained above 1.20 at all times during the currency of the loan. (Fixed Assets to include land mortgaged/ to be mortgaged as security at Noida, Dankaur, Mirzapur and Tappal but to exclude the Project Assets related to Yamuna Expressway). For the purpose of FACR, market value of land would be considered and a valuation report in this regard would be submitted semi-annually. Long Term Debt/Promoter Contribution at 3:1. Borrower shall route cash flows through TRA equivalent to minimum 1.5 times of the debt servicing obligations of the next three months, in addition to cash flow for the operating expenditure and other expenditure required in the normal course of business, during the currency of the loan in operation period. The Issuer shall submit a certificate from statutory auditors for every calculation date within 45 days to confirm compliance with financial covenants listed above till the full Repayment/ Prepayment of Facility. The Calculation date will be 31st March every year.

H.

In case the borrower is not able to comply with the financial covenants, then the Bank shall be entitled to charge penal interest on the outstanding amount @ 1% p.a. till the time covenant is complied with. 19. Pre-commitment Signing of Financing Agreements by the Lenders shall be subject to the Conditions satisfaction or waiver in writing by the Lenders of various Conditions Precedent to Signing of Financing Agreements, including but not limited to the following: (a) Copies of the constitutional documents of the project Borrower, including inter-alia, memorandum, articles of association, duly amended, in respect of the Borrower, to reflect the necessary conditions for the envisaged means of financing.

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

iii.

101 ICICI Bank
SE71 Capital Markets Limited

AAXIS BANK

Jaypee Infratech Limited Appraisal Memorandum

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21. Other Conditions

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

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Conditions

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Financing Agreements

Project Agreements

All documents entered into by the Borrower & Sponsor in relation to the Facility, including but without limitation, the Facility Agreement, Security Documents and any other Agreements and Undertakings, if any, in respect of the Facility. The Project Agreements shall include, inter-alia, at any time during the term of the Facility the Concession Agreement, all material contracts and any amendments thereto entered into by the Borrower for the purpose of the Yamuna Expressway Project as may be designated by the Lenders. The Borrower is required to submit to the Senior Lenders a quarterly progress report on the implementation of the project or whenever desired by the Senior Lenders. The Borrower shall also have to comply with customary covenants such as Representation & Warranties from the Borrower, Conditions Precedent to the effectiveness of the Loan and conditions precedent to each disbursement, Affirmative covenants by Borrower, Negative Covenants, Additional Covenants, Information Covenants, Events of Defaults by the Borrower and the Consequences of the Event of Default, RBI disclosure norms, as applicable etc.

25. Miscellaneous

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ANNEXURE II - DEBT PROFILE OF JAL
Debt Profile of JAL WORKING CAPITAL FACILITIES (AS ON 31ST MARCH 2009)
Rs Crore

S.NO. NAME OF THE BANK Canara Bank 1 State Bank Of 2 Hyderabad 3 Indian Overseas Bank 4 State Bank Of India Oriental Bank Of 5 Commerce 6 Bank Of Baroda State Bank Of 7 Travancore 8 Syndicate Bank 9 State Bank Of Mysore 10 State Bank Of Indore State Bank Of Bikaner 11 & Jaipur 12 Union Bank Of India 13 Punjab & Sind Bank The Jammu & 14 Kashmir Bank Ltd. 15 Punjab National Bank 16 ICICI Bank Limited 17 Bank Of Maharstra 18 Idbi Bank Limited TOTAL

NON-FUND BASED LIMIT NON-FUND BASED LIMIT OUTSTANDING SANCTIONED SANCTIONED 0/STANDING LC LIMIT BG LIMIT TOTAL LC LIMIT BG LIMIT TOTAL 40.40 19.58 44.85 298.00 342.85 0.00 265.69 265.69 15.00 7.70 46.35 14.45 13.60 3.45 6.15 10.45 10.38 8.91 9.83 0.56 7.65 0.50 9.38 5.71 9.53 220 11.57 4.31 38.35 1.61 10.85 2.43 4.00 5.16 7.69 6.54 9.32 0.28 5.88 0.00 9.14 5.57 9.25 151.52 15.50 9.30 12.00 16.50 8.55 6.00 6.25 6.65 6.80 6.15 2.30 3.00 151.75 196.40 159.80 220.10 72.05 60.00 70.75 81.10 93.08 49.35 11.20 77.00 167.25 205.70 171.80 236.60 80.60 66.00 77.00 87.75 99.88 55.50 13.50 80.00 11.27 50.30 0.78 26.25 2.07 0.00 0.00 15.78 0.00 0.00 0.00 53.09 8.66 49.35 0.00 4.40 0.00 221.94 108.57 135.95 223.73 157.23 3.83 15.24 35.78 53.53 65.09 36.98 2.98 0.00 119.84 186.22 224.5 183.48 5.90 15.24 35.78 69.31 65.09 36.98 2.98 53.09

FUND BASED

6.40 64.40 70.80 3.50 76.00 79.50 10.00 0.00 10.00 50.00 0.00 50.00 6.25 274.02 280.27 170.00 2,005.00 2,175.00

49.52 40.86 49.70 0.35 0.00 0 11.44 15.84 81.12 81.12 1238.33 1460.27

TERM DEBT FACILITIES
Rs. In Crores

S.No.
A 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

NAME OF FINANCIAL INSTITUTION/LENDER
Engineering Division : Rupee Term Loan : Oriental Bank of Commerce Allahabad Bank Life Insurance Corporation of India IDBI Bank Limited State Bank of Patiala State Bank of Bikaner & Jaipur The Karur Vyasa Bank Ltd. State Bank of India Uco Bank Axis Bank Ltd State Bank of Indore IDBI Bank Limited (Srisailam) Industrial Dev. Fin. Co. Ltd. (Srisailam) Union Bank Of India Exim Bank of India (Srisailam - under consort) Exim Bank of India (Srisailam - Part)

ORG. LOAN AMOUNT AS ON 31.03.09
50.00 100.00 50.00 100.00 50.00 50.00 30.00 200.00 100.00 440.00 50.00 100.00 90.00 65.00 60.00 60.00
105

0/S AS ON
31.03.09

3.13 30.00 39.26 25.00 50.00 50.00 30.00 92.88 53.29 430.00 27.51 89.76 80.84 58.39 55.00 48.00

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NAME OF FINANCIAL INSTITUTION/LENDER Exim Bank of India 30.03.2007

ORG. LOAN AMOUNT AS ON 31.03.09 100.00

0/S AS ON 31.03.09 91.67

18 19 20 21 22 23 24

IDBI Bank Limited State Bank of India (Corporate Loan) ICICI Bank Ltd. (Wind Power) Bank of Rajasthan State Bank of Hyderabad State Bank of Hyderabad Allahabad Bank
Sub-total CEMENT DEVISION Expansion & Upgradation

200.00 200.00 108.30 75.00 200.00 100.00 200.00
2778.30

200.00 200.00 162.32 75.00 200.00 100.00 200.00
2392.04

25 26 27 28 29 30
31

The J&K Bank Ltd. Bank of Maharashtra ICICI Bank Ltd (ECB-FCL) LIBOR 2.5% HUDCO
CPP II

+

25.00 40.00 US$ 25mn 104.00 30.00 20.00 50.00 50.00 5.00 500.00 200.00
1024+US$25 Mn

3.75 6.00 68.90 10.50 3.00 2.00 22.50 22.50 2.25 500.00 188.89
830.29

Oriental Bank of Commerce Union Bank of India
CPP III

32 33
34

IDBI Bank Ltd. Indian Bank Karnataka Bank Ltd.
Corporate Loan

Bank of India
State Bank of Patiala Sub-total Jaypee Himachal Cement Project

35

36 37 38 39 40 41 42
43

State Bank of Patiala Oriental Bank of Commerce
Karnataka Bank

44
45 46

The Jammu & Kashmir Bank Ltd. IDBI Bank Ltd. IDBI Bank Ltd. IDBI Bank Ltd. Bank of Maharashtra Corporation Bank
Syndicate Bank Central Bank of India AKA Export Finance Bank (Euro) 90

100.00 50.00 50.00 25.00 50.00 30.00
20.00

69.34 40.00 40.00
20.00

30.00
25.00 15.00

47
48

Crs. ING Vysya Bank Ltd.
Uco bank Sub-total UP Cement Project Cost Punjab National Bank

75.00 50.00 80.00 100.00 Euro 15.85 Mn.
80.00 160.00 870+Euro 15.85 Mn.

60.00 39.99
62.97

80.00 76.18 80.00
120.00 758.48

49

50

100.00
100.00

51 52 53 54 55
56

57

Central Bank of India Oriental Bank of Commerce Karnataka Bank Corporation Bank State Bank of Patiala State Bank of Travancore Bank of Maharashtra 0 106

75.00 60.00
50.00 80.00 50.00 75.00

91.89 98.45 74.98 60.00
50.00

79.68 48.22 72.48

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S.No. 58

NAME OF FINANCIAL INSTITUTION/LENDER ICICI Bank Ltd Sub-total Sidhi Cement Project Cost Punjab National Bank Oriental Bank of Commerce The Karur Vysya Bank Ltd. ICICI Bank Ltd. Sub-total Gujrat Anjan Cement From Financial Institutions Gujarat Industrial Investment Corporation Ltd From Banks Syndicate Bank Term Loan 100Crore (GACL) OBC Term loan (GACL) 50 Crore Punjab National Bank (GACL) Term Loan 50 Crore Punjab & Sindh Bank (GACL) Term Loan 50 Crore State Bank Of Mysore (GACL) Term Loan 75 Crore State Bank On Indore (GACL) Term Loan 50 Crore Corporation Bank (GACL)Term Loan RS.80 Cr SP II A/C 070013 State Bank of Patiala ( GACL.) Term Loan A/C NO 65033343141 Bank Of Maharstra - RTL Rs.50.00 Crore (SP-II) Bank Of India (AHMEDABAD) RTL RS.100 Crores Union Bank Of India Term Loan A/C SP-II GACL Central Bank Of India Term Loan A/C SP II (GACL) The Jammu & Kashmir Bank Ltd Term Loan A/C SP-II Punjab & Sindh Bank (GACL) Term Loan 75 croretSP-II) Corporation Bank ( GACL) Term Loan Rs. 50Cr. Sp-ii A/c 080019 Axis Bank ( GACL) Term Loan Rs. 50CR. SP-I Union Bank Of India ( GACL) RTL Rs. 63Cr. (Wkb-CPP) - In Foreign Currency Bank Of India SL- ECB- US$50 Million From Others L&T Infrastructure Finance Company Limited ( Term Loan 80Cr-GACL ) Sub-total

ORG. LOAN AMOUNT AS ON 31.03.09 125.00 715.00

0/S AS ON 31.03.09 175.00 700.70

59 60 61 62

50.00 100.00 50.00 250.00 450.00

43.99 93.57 13.02 250.00 400.58

_ _

63

4.44

4.44

64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82

100.00 50.00 100.00 50.00 75.00 50.00 80.00 80.00 50.00 100.00 100.00 100.00 100.00 75.00 50.00 100.00 63.00 205.00 80.00 1612.44

90.19 50.00 98.49 50.00 74.99 49.99 80.00 75.85 30.00 50.00 75.00 50.00 50.00 25.00 10.00 50.00 5.00 50.76 80.00 1049.71

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S.No.

NAME OF FINANCIAL INSTITUTION/LENDER
Balaji Cement Project Cost From Banks Dena Bank RTL 100 Cr. Sub-total Hotel Division (Jaypee Hotels) :

ORG. LOAN AMOUNT AS ON 31.03.09

0/S AS ON 31.03.09

83

100.00
100.00

50.00
50.00

84

85
86

IFCI Ltd. Oriental Bank of Commerce Oriental Bank of Commerce
Sub -total Sub-total A

100.00 100.00 61.50
261.50 7811.24+US$25 Mn.+Euro 15.85 Mn

50.00 50.00 9.18
109.18 6290.98

B

NON CONVERTIBLE DEBENTURE

87
88 89

NC Secured partly against ICICI GDs
LIC of India LIC of India

180.00
150.00

90 91
C 92 93 94

LIC of India Axis Bank LTd. (JHPC)
Sub-total B UNSECURED LOAN Greater Noida Indul. Dev. Authority Yes Bank Ltd. Allahabad Bank

300.00 150.00 50.00
830.00

165.00 150.00 300.00 150.00 37.50
802.50

_

8.63
100.00

95
96 97 98 99

LIC Mutal Fund Yes Bank Ltd.
Standard Chartered Bank

100.00 200.00 200.00
200.00

4.32 75.00 100.00 80.00 200.00
200.00

100 101 102 103

Standard Chartered Bank LIC Mutal Fund ECB (Part US$ 250 Millions) ECB (ICICI Bank Ltd.) ECB (ICICI Bank Ltd.) The J & K Bank Ltd.
Sub-total C
GRAND TOTAL (A+B+C)

600.00 200.00
1422.15 247.05

600.00 200.00
1422.15 247.05

253.16 83.34
3614.32
12255.56 + US$25 Mn.+ Euro 15.85 Mn.

253.16 83.34
3465.01

10558.48

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Jaypee Infratech Limited Appraisal Memorandum

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ANNEXURE III -DETAILED FINANCIALS OF JAL
Rs Crore

s at March 31, Sources of Funds Equity Share Capital Equity Warrants Reserves & surplus Less: Misc. Expenditure not w/o Shareholders Funds Less: Revaluation Reserve Tangible Net worth

2005 176 1,059 2 1,232 10 1,223

2006 215 2,467 1 2,682 536 2,145

2007 219 2,654 0 2,873 309 2,564

2008 234 399 3,965 0 4,598 308 4,290

Secured Term Loan funds Redeemable Non Convertible Debentures Rupee Term Loans from Banks Foreign Currency Term Loans from Banks Rupee Term Loans from Financial Institutions Term Loans from others Advances from clients (secured against hypothecation of construction material and plant & machinery) Interest Bearing Non-Interest Bearing Hire Purchase Total Secured Term Loan/ Debt Unsecured Loans Foreign Currency Convertible Bonds-I Foreign Currency Convertible Bonds-II Foreign Currency Convertible Bonds-Ill Others Total Unsecured Loans Total Term Loan / Debt Deferred tax liability (DTL) Total sources of funds Application of Funds Gross Fixed Assets Acc. Depreciation Net Block CWIP Investments (Long Term) Current assets, loans and advances Inventories Sundry debtors Cash & bank balances Loans and advances Other Current Assets Less: current liabilities & provisions Working Capital Loans From Banks Rupee Foreign Currency Sundry creditors & Other Liabilities Provisions Net current assets Total application of funds

1,023 764 115 441

813 1,291 148 272

415 2,426 290 279 100

403 3,253 289 450 100

16 22 6 2,388 436

9 5 2 2,539 110 893 496 1,498 4,038 483 7,203

9 2 1 3,523 9 949 872 1,830 5,353 490 8,716

6 0 4,501 8 60 1,586 2,011 3,665 8,166 560 13,324

223 659 3,047 483 4,762

3,112 1,060 2,052 354 1,192 600 370 727 849 2

3,664 1,196 2,468 876 1,557 1,212 422 1,670 912 3

4,202 1,280 2,922 2,228 1,779 1,265 452 1,430 1,099 13

5,166 1,455 3,712 4,219 3,225 1,307 586 1,815 2,222 32

85 67 1,100 133 1,164 4,762

121 61 1,537 199 2,302 7,203

126 37 2,004 304 1,787 8,716

116 23 3,349 306 2,168 13,324

0

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Jaypee Infratech Limited Appraisal Memorandum

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Rs Crore

• articulars \ Year ended
Gross Cement Sales

31st March 2005
1,185

31st March 2006
1,444

31sT

March 2007
2,073

315' March 2008
2,241

Construction Revenue Gross Asbestos Sheet Sales Real Estate Revenue Hotel/Hospitality, Power & Other Revenues Total Gross Revenues Less: Excise Duty (Cement, Asbestos Sheet, etc.) Total Net Revnues Other Income TotalIncome Total Expenditure (Inc.)/Dec. in Stock-in-Trade Consumption of Raw Material Construction Expenses Hotel & Golf Course Operating Consumption of Food and Beverages etc. Selling & Distribution Expenses Stores & Spares Power & Fuel Coal and Packing Materials Consumed Staff Cost Repairs & Maintanance (k) Other Expenditure EBIDTA Less: Interest Less: Depreciation & Amortisation Add: Extraordinary Income PBT Provision for Current Tax Provision for Deferred Tax PAT Cash Profit

1,755

1,921

1,611 14 136 3,834 258 3,576 3,576 2,536 (15) 209 571 9 345 222 208 281 161 275 271 1,040 257 163 620 198 7 415 585

Expenses,

149 3,090 189 2,901 2,901 2,225 (6) 165 742 5 251 180 208 185 100 155 240 675 213 133 329 42 79 208 420

183 3,548 220 3,328 3,328 2,534 17 196 864 8 272 212 206 225 124 169 241 794 240 151 361 765 124 1 640 792

1,730 52 256 49 4,327 349 3,978 3,978 2,881 (62) 217 790 11 369 223 201 295 255 274 308 1,097 339 203 289 843 164 70 610 883

31st March 31° March 2005 2006 EBIDTA/Total Income (%) 23.29% 23.87% Cash profit / Total Income (%) 14.47% 23.80% PBT/Total Income (%) 11.33% 22.97% PAT/Total Income (%) 7.16% 19.23% Debt to Equity (considering DTL and FCCB as equity) 0.84 1.22 Debt to Equity (considering DTL and FCCB as debt) 2.11 2.89 Current Ratio (w/o considering loans repayable within 1 year) 1.84 2.20 RONW 26.89% 35.64% TOL/TNW(incl.DTL) 2.60 2.27

Year/period ended

31st March 2007 29.09% 16.35% 17.33% 11.60% 1.10 2.28 1.72 24.18% 2.56

31st March 2008 27.57% 22.18% 21.20% 15.32% 1.00 2.03 1.57 19.66% 2.47

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ANNEXURE IV - BRIEF PROFILE OF THE BOARD OF DIRECTORS OF JIL
Shri Jaiprakash Gaur, Director (Founder Chairman, Jaypee Group) Shri Jaiprakash Gaur, 77, holds a Diploma in Civil Engineering from University of Roorkee (now Indian Institute of Technology, Roorkee). He has been associated with the construction industry for over 54 years. He is the main architect for the growth of Jaypee Group of Companies, which had an aggregate turnover of approximately Rs. 5000 Crores in the Financial Year 2007-08. Shri Jaiprakash Gaur is the Executive Chairman of Jaypee Ventures Private Ltd. He is also Director on the Boards of Jaiprakash Associates Ltd. Jaypee Ventures Pvt. Ltd, Manumanik Estates Pvt. Ltd., Sunvin Estates Pvt. Ltd., Samsun Estates Pvt. Ltd., Ceekay Estates Pvt. Ltd., Dhara Infra Developers Pvt. Ltd., Jaypee Ganga Infrastructure Corpn. Ltd. Shri Manoj Gaur, Chairman Shri Manoj Gaur, 43, is B.E. (Civil Hons) from BITS, Pilani, having experience of 22 years in Cement, Corporate Matters and Finance. Shri Manoj Gaur is Chairman of Jaiprakash Hydro-Power Limited, JIL Information Technology Limited, Jaiprakash Kashmir Energy Limited, Gaur & Negi Ltd. He is Vice Chairman of Jaypee Powergrid Limited & Jaypee Karcham Hydro Corporation Ltd. and Managing Director of Bhilai Jaypee Cement Ltd. He is also a Director on the Boards of Jaiprakash Associates Ltd., Jaiprakash Hydro-Power Ltd. Gujarat Jaypee Cement & Infrastructure Ltd., Jaypee Karcham Hydro Corpn. Ltd., Jaypee Powergrid Ltd., Bhilai Jaypee Cement Ltd., Madhya Pradesh Jaypee Minerals Ltd., Jaiprakash Power Ventures Ltd., Jaypee Ventures Pvt. Ltd. ,Manumanik Estates Pvt. Ltd., Avni Housing Private Ltd. ,Indesign Enterprises Private Ltd. ,JPSK Sports Private Ltd., Jaypee Ganga Infrastructure Corpn. Ltd., Jaypee Arunachal Power Ltd., Jaypee Spa Infocom Ltd., Jaypee Hotels & Resorts Ltd., Jaypee Petroleum Private Ltd., J aypee Hydro Carbon Private Ltd. Shri Sunil Kumar Sharma, Vice Chairman Shri Sunil Kumar Sharma, 48, B.Sc., has 28 years experience of engineering construction. He is presently looking after engineering construction contracts of the Company spread over in various States of the country and in Bhutan. Shri Sunil Kumar Sharma is Chairman of Jaypee Karcham Hydro Corporation Ltd. and Vice Chairman of Jaiprakash Hydro-Power Ltd., He is also a Director on the Boards of Jaiprakash Associates Ltd., Jaypee Karcham Hydro Corpn. Ltd. ,Jaiprakash Hydro-Power Ltd. ,Jaiprakash Power Ventures Ltd. ,Madhya Pradesh Jaypee Minerals Ltd. ,Jaypee Powergrid Ltd. ,Jaypee Ventures Pvt. Ltd. ,Himalyan Expressway Ltd. ,Suneha Estates Pvt. Ltd. ,Indesign Enterprises Pvt. Ltd. ,Jaypee Ganga Infrastructure Corpn. Ltd. , JPSK Sports Pvt. Ltd. ,Jaypee Arunachal Power Ltd. ,Jaypee Hotels & Resorts Ltd. ,Jaypee Spa Infocom Ltd. ,Jaypee Petroleum Pvt. Ltd. ,Jaypee Hydro Carbon Pvt. Ltd. Shri Sameer Gaur, Director-in-Charge Shri Sameer Gaur, aged 36 years, MBA from University of Wales, U.K., is accredited with management experience of over 13 years. He has been a Director of the Company since its incorporation. Prior to this appointment, he was a Whole-time Director of Jaiprakash Associates Limited (Holding Company). He has worked on significant Projects of Jaiprakash Associates Limited, viz. Sardar Sarovar Project in Gujarat, Dulhasti and Baglihar Hydroelectric Projects in Jammu and Kashmir. He is also a Director of Jaiprakash Kashmir Energy Ltd., Jaypee Ventures Pvt. Ltd., Samsun Estates Pvt., Ltd. Indesign Enterprises Private Ltd., Himalyan Expressway Limited, Bhumi Estate Developers Pvt. Ltd., Jaypee Development Corporation Ltd., JPSK Sports Pvt. Ltd., Jaypee Ganga Infrastructure Corpn. Ltd.

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Ms. Rita Dixit, Whole time Director Ms. Rita Dixit, aged 41 years, Chartered Accountant by qualification, has more than 18 years of experience in accounts, finance, sales and marketing operations. She joined the Board of Directors of the Company on 21 st April, 2007 as an Additional Director. At present, she is also a Director of JPSK Sports Pvt. Ltd., Vasujai Estates Private Limited and Jaiprakash Exports Private Limited. She had also been nominated as a Government Nominee on the Central Council of the Institute of Company Secretaries of India (ICSI) by the Ministry of Corporate Affairs. Shri Hari Prasad, Whole time Director Shri Har Prasad, aged about 72 years, B-Tech (Hons) in Civil Engineering, holds Certificate in Projects Management (U.P. Productivity Council) and Certificate of Dam Safety Evaluation with over 45 years of rich experience in the field of Project management, construction, planning and administration. He joined the Board of the Company on 21st April, 2007 as Additional Director. He is also a Director of Himalyan Expressway Limited Shri Suresh Kumar, Director Mr. Suresh Kumar, 67 years, holds a degree in Civil Engineering from Roorkee University. He has over 44 years of experience in construction, finance, administration and company affairs and is presently on the board of some of our Promoter Group companies. Prior to joining the Jaypee Group, Mr Suresh Kumar was with U. P. Irrigation Department for 20 years and held various assignments related to design, planning and execution of irrigation and hydro-electric projects including Yamuna Hydro-Electric stage-II project on river tons and Garwal-Rishikesh-Chilla Hydro-Electric project on river Ganga in Uttranchal. Mr Suresh Kumar has been associated with the Jaypee Group for over 24 years and has been responsible for overseeing the construction of number of engineering projects, including concrete dams, underground power-houses and tunnels etc. He has also been responsible for corporate functions including human resource development, finance, accounts and company affairs. He is also director of Jaiprakash Power Ventures Ltd. ,Jaypee Karcham Hydro Corpn. Ltd., Jaypee Ganga Infrastructure Corpn. Ltd., Bina Power Supply Company Ltd. Shri Gyan Prakash Gaur, Director Shri Gyan Prakash Gaur, has over 31 years of rich Experience in Construction and Material Management. He is also director of Jaiprakash Hydro-Power Ltd. Shri Pawan Kumar Jain, Director Shri Pawan Kumar Jain has over 36 years Construction.

of rich

Experience

in the field of

Civil Engineering

Shri Sachin Gaur, Whole time Director Shri Sachin Gaur, aged about 33 years, B.Tech., has to his credit an overall experience of 10 years in handling Projects. He joined the Board of Directors of the Company as an Additional Director on 21st April, 2007. He is also a Director of JPSK Sports Pvt. Ltd. Shri Anand Bordia, Whole time Director Shri Anand Bordia, B.A (Hons.), M.A, (retired from IC&CES) has 37 years of professional experience at a senior level in Government of India and in international organizations. He was Member (Finance), National Highways Authority of India and took a number of initiatives in innovative financing and resource mobilization during the initial period of the National Highways Development Project.Other positions held by Shri Bordia during the Government services include, First Secretary (Trade) High Commission of India, London, Collector of Customs, Delhi and Director General Audit, Custom and Central Excise. As 112

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

• Shri S.K. Dodeja, Whole time Director
Shri Sushil Kumar Dodeja, aged 60 years, is a holder of Diploma in Mechanical Section A & B, Mechanical Engineering and P.G. Diploma Engineering, A.M.I.E. Management of Construction Equipment. He has 40 years experience in planning, formulation of policies/objectives relating to Project clearances, pre-construction activities including preparation of DPRs, Construction & commissioning of Projects under implementation of appropriate quality parameters/standards & with the aims towards smooth & better operations of Power stations with due updated technological improvements inbuilt during construction stage, monitoring of implementation of latest best practices and incorporating renovation, modernisation & technological improvements during O&M stage of Power stations in different organisations viz., Ministry of Defence, Border Roads Organisation, Ministry of Surface Transport, NHPC & NHDC. He is also Director of Reliable Jal Shakti Vikas Pvt. Ltd.

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ANNEXURE V - ORGANISATION CHART

Board of Director

Director - In - Charge Shri Sameer Gaur

I ---HOD PROJECT (PLANNING
& EXECUTION

HOD
FINANCE &

HOD
PERSONNEL & ADMIN

HOD
ITS

ACCOUNTS .,..,..

T
SUPPORT STAFF SUPPORT STAFF SUPPORT STAFF SUPPORT STAFF SUPPORT STAFF

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ANNEXURE VI - PROPOSED ORGANOGRAM OF PMC

Resident Engineer

Sr. Pavement cum Material Engg-1

Sr. Bridge Engg-1

I CADD Expert - 1

Sr. Highway Engg*1

Highway Engg-1

Bridge Engg-1

Material Engg-1

Survey Engg-1

L
ge • . WITIF Engg-1

Quail Engg•1

Surveyor-1

Field Engg
Highways-3

Field Engg
2Bridges-1

Lab Technician-1

CADD Draftsman - 1

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ANNEXURE VII - PROPOSED ORGANOGRAM OF MONITORING YEAM OF JAL Construction In-Charge

Planning & Monitoring Team

In-Charge Package-1 0-50 Km.

In-Charge Package-2 50-110 Km.

In-Charge Package-3 110-165 Km.

Quality/ Billing Team

Highway Construction Team

Structure Construction Team

Quality Control Team

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ANNEXURE VIII - BRIEF PROFILE OF CONSULTANTS
Traffic Consultant - DESIGN AID Design-Aid was established in year 2003 to cater for consultancy services in the field of highway engineering. Design Aid provides a fully integrated Engineering Consultancy Services covering civil, structural, geotechnical, mechanical and electrical engineering and project management. In each discipline, Design-Aid's responsibility extends from preliminary investigation and reports through to detailed design, specification, the calling and evaluation of tenders, supervision of construction and finally the handing over of the completed projects to the client. In the 5 years, Design Aid has been actively involved in many major highway projects in India, Afghanistan, and Bangladesh. The company has assembled a team of experts, who have successfully completed the major infrastructure projects. This expertise is available for planning, designing and implementing the infrastructure projects. Some of the projects undertaken by the same are as follows:
SI. No. Project Name Client Country Features Years of Services Nature of Services

1

Feasibility cum Preliminary Design for Mohali Expressway Traffic Volume at 50 Locations on Selected National Highways

Louis Berger Consulting Private Limited CMS Traffic Systems Limited

India

alignment of aprox 68 Km length joining Lalru(Punjab) to Baddi(Himachal Pradesh).
New

On going

Preliminary Design of Expressway for 120 Km/hr

2

India

Motorised Traffic Volume count with automatic vehicle counter and non motorized manually. Review/proof checking of road design and drawing carried out by design consultants for KMP Expressway (Delhi's Western Peripheral Expressway) in Haryana

On going

Classified Traffic volume surveys Detailed review of alignment design and interchange layout, optimizing alignment design in small section in hilly terrain Road Design, Mapping of utility services, preparation of vertical profile, cross-sections, drainage design for Multiple lanes of BRTS work.

3.

Proof Checking of Western Peripheral Expressway (KMP Expressway)

D.S. Construction s Limited

India

On going

4

'

Rood Design & Drainage Design for BRTS Corridor at Indore

NeerajProtibha JV

India

11.5 km of Urban Road section having physical separated multiple lanes bus lane, motor vehicle lanes, cycle track, footpath and service roads. 10.7 km of Urban Road section having physical separated multiple lanes bus lane, motor vehicle lanes, cycle track, footpath and service roads. Detailed Design of 1.4 Km of road having lkm of via-duct overpassing Railway line, Saltgola Junction and bridge over Mohesh khal river through Chittagong urban area
117

Ongoing

Detailed Design and Preparation of Bid Document for Construction of Rojkot Pilot BRTS Corridor

SG Architects

India

Ongoing

Preparation of Bid Documents. Alignment design

Chittagong Port Trade Facilitation Project-Connector Road

SMEC Bangladesh

Bangladesh

20062007

Detailed Design & drawing,

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SI. No.

Project Name Transport Sector Evaluation Study for India Design of approach road to SriSailam Left Bank Canal Tunnel Scheme

Client Asian Developmen t Bank (ADB) Jai Prakash Associates Limted

Country

Features Technical Evaluation of ADB's assistance in Transport Sector in Indio Design of approach road to proposed tunnel on left Bank of Krishna river at Srisailam in A.P. Design of 138 Km of Rajasthan State Highway in Barmer District(Pachpadra to Ramji ki Gol) 28 km of 8/6 lane dual carriageway road on BOT including 11 flyovers and 2 underpasses DPR for aprox 60 km of road in the flood plains in Bihar state Restortion of Road work for cut & cover section of Delhi-Metro works by IMCC. Construction supervision for 10 Km of NH-47 with bridges(5 nos) on backwaters of Aabian Sea. 60 km of 6 lane dual carriageway road

Years of Services 2006

Nature of Services Study of Indian Transport Sector identifying Technical issues Detailed Design & drawing, Estimation of quantities.

India

India

2006

Rajasthan Mega Highway Project

MSV International Inc.

India

2006-2007

Detail design and design solutions during construction

Delhi Gurgaon Expressway

JAYPEE-DSC Ventures Ltd. Mahindra Raj Consultants Pvt. Ltd. L&T Ramboll Ltd.

India

2002-2006

Detail design and design solutions during construction

11

Four Laning of NH57 from Muzzafarpur to Darbhango Delhi-Metro Rail Project-Restortion of road in package MC-1

India

2004-2005

Detailed design and drawing

India

2005

Design for road restoration work

Kochin Port Connectivity Project

Dalal-Mott Macdonald Ltd. MSV Internationa Inc. Louis Berge , Group

India

2004-2005

Highway Design Engineer in construction supervision

Ranchi ring Road West Bengal Corridor Development KandhorSpinboldak Road in Afghanistan Pule-e-Khumuri to Sherkhan-Bandar

India

2003-2004

Detail design

India

100 km of 2 lane road

2002-2003

Tender Documents and Drawings

MSV-LRP JV. Louis Berger Group

Afganistan

103 km of 2 lane road

2003-2004

Detail design Tender Documents and Drawings

Afganistan

60 km of 2 lane rood

2002-2003

18.

Kabul -KandharRoad in Afghanistan

MSV-LRP JV.

Afgonistan

80 km of 2 lane rood

2003-2004

Detail design

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ANNEXURE IX - ASSUMPTIONS USED FOR PROJECTING FINANCIALS OF JIL
Commercial Operations Date : April 1, 2011

Revenue Assumptions Revenue for the Project comprises toll collections and real estate revenue. The projected toll revenue for each year is a product of the applicable toll rate and traffic volumes for that year. 2. (a) Toll Fees Assumptions The Concessionaire or an Operation & Maintenance Contractor (O&M Contractor) shall be entitled to demand, manage and collect Fees from the users of the Yamuna Expressway at the envisaged Toll Plazas during the Concession Period. Fee structure of different types of vehicles using the Yamuna Expressway shall be decided by the Concessionaire, subject to the condition that such Fee shall not exceed fee notified by GOUP in this behalf and under similar situations. GOUP is yet to issue any notification for Fee, which is expected to be on the similar lines as levied on the users of Mumbai - Pune Expressway, the only other working Expressway in the country. Hence, for the instant appraisal, Fee rates of Mumbai-Pune Expressway for the year 2010 have been assumed which is described below.

ategory of vehicle
Cars/Jeeps/Taxis Mini bus/LCV/Tractor Bus Truck-2A 3A Truck -M

Rate (Rs/km)
1.47 2.29 4.35 3.17 7.52 10.02

The above rates are in force from April 2008 and applicable till March 2011. The rates are assumed to revise every three years.

Traffic volume
The basis and assumptions of the traffic projections are highlighted in Chapter 6 of this Memorandum. 2. (b) Real Estate Assumptions For Residential and Commercial real estate development the construction phasing has been assumed to be as follows:

ear of construction
Percentage construction

1
10%

2
40%

3
40%

4
10%

For real estate sales realisation, the

Milestone
At time of booking 2 months from booking 4 months from booking 6 months from booking 9 months from booking 12 months from booking Occupation Certificate

•a ment •hasin• has been assumed t o be as folio ws: Milestone % payment % payment
10.00% 10.00% 10.00% 7.50% 7.50% 7.50% 5.00% 15 months from booking 18 months from booking 21 months from booking 24 months from booking 27 months from booking 30 months from booking 119 7.50% 7.50% 7.50% 7.50% 7.50% 5.00%

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The cost of construction and sales price for real estate has been assumed for various places have been assumed to be as follows: Noida
Particulars % Area Selling Price Cost of Construction

1 2

3 A ra

Residential Commercial Institutional
Total

81.11% 8.55% 10.34%
100.00%

(in mn. Sq. ft.) 60.84 6.42 7.75
75.01

4200 6600 2160

Rs. per sq. ft. 2070 3220 1150

Particulars %

Area

Selling Price

Cost of Construction

1 2 13

Residential Commercial Institutional
Total

72.37% 11.84% 15.79%
100.00%

(in mn. Sq. ft.) 58.40 9.56 12.74
80.70

3800 4560 1440

Rs. per sq. ft. 2070 2645 920

Dankaur
Particulars % Area Selling Price Cost of Construction

' 1 2 3

Residential Commercial Institutional
Total

72.37% 11.84% 15.79%
100.00%

(in mn. Sq. ft.) 58.38 9.55 12.74
80.67

2500 3000 1080

Rs. per sq. ft. 1265 1650 748

Mirzapur
Particulars % Area Selling Price Cost of Construction

1 2 3

Residential Commercial Institutional
Total

72.37% 11.84% 15.79%
100.00%

(in mn. Sq. ft.) 58.38 9.55 12.74
80.67

2500 3000 1080

Rs. per sq. ft. 1265 1650 748

Taooal
Particulars I Area Selling Price Cost of Construction

1 2 3 I

Residential Commercial Institutional
Total

72.37% 11.84% 15.79%
100.00%

(in mn. Sq. ft.) 58.38 9.55 12.74
80.67

2500 3000 1080

Rs. per sq. ft. 1265 1650 748

No escalation has been assumed in the cost of construction and the selling price for real estate. The other construction costs assumed are as follows: External development cost Rs. 3,642,300.0 per acre of total land area Rs. 3,500,000.0 per acre of total land area li Internal development cost Brokerage and other expenses have been assumed to be 5% of sales realisation. 120 AAXIS BANK laiCiCi Bank
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Operation and Maintenance Assumptions

O&M costs are projected based on the initial starting figures estimated by JIL. The O&M Contract price for the entire concession period is given below: Rs. Crores FY ending 31 5 March Mar-12 Mar-16 Mar-20 Mar-24 Mar-28 O&M Contract Price 70.84 86.10 272.76 171.23 208.14
Profile of O&M Contract Price for the Concession

The Major Maintenance will be undertaken every 5 years from COD. The Major Maintenance price for the entire concession period is given below:
FY

endin • 31 st March

Mar-16 Mar-21 Mar-26 Mar-31 Mar-36 Mar-41 Mar-47
20.79 1 26.53 1 33.86 I 43.2 1 55.16

Major Maintenance Expenses] 12.76 1 16.29
Financial and Economic Assumptions

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

c) Depreciation as per Companies Act Depreciation has been provided for in the Profit and Loss calculation using the straightline method to write-off the assets over the expected useful life of the assets. The depreciation rates based on Companies Act for the different asset types are as set out below.
e reciation Rate based on Corn anies Act

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ANNEXURE X - DETAILED PROJECTED FINANCIALS OF JIL
Profit and Loss Account for Construction + 0 aeration Phase till the re a ment of debt articulars \ During the year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 nded 31st March
Income Real Estate Sale Toll Fees Other Income Sotal Income Expenses Development Cost Routine Operating & Maintainence Expenses Major Maintenance Reserve Other Cost Total Expenses EBIDTA Interest on Term Loan EBDT Depreciation Profit Before Tax Tax Profit After Tax
- 555.23

Rs. in Crores

2018

2019

2020

2021

2022

2023

2024

202

0.77 1.03 0.77556.26

-

3,506.292,549.103,112.065,965.6510,163.46 9,451.8510,776.8111,010.4510,452.0810,327.3411,150.3610,889.25 - 302.72 322.43 343.43 409.73 436.48 464.99 552.25 585.64 621.08 737.75 782.49 826.07 976.79 1,031.31 - 302.72 3,849.72 2,958.83 3,548.53 6,430.65 10,715.71 10,037.4911,397.89 11,748.2011,234.57 11,153.42 12,127.1511,920.56 2.459.951,788.402.183.364,420.62 7.667.67 7,058.89 8,108.67 8.391.54 8,112.99 8.125.70 8.811.92 8,596.87 70.84 74.38 78.10 97.88 86.10 90.41 94.93 7,762.60 2,953.11 504.90 2,448.21 221.57 2,226.65 378.42 1,848.23 99.67 272.76 215.30 16.29 8,623.13 3,125.06 387.67 2,737.40 222.79 2,514.61 427.36 2,087.25 155.32 163.08 ., ., 8,268.31 2,966.26 368.16 2,598.10 221.57 2,376.54 403.89 1,972.64 8,288.78 2,864.64 289.31 2,575.33 222.79 2,352.54 399.81 1,952.73 171.23 8,983.16 3,143.99 137.60 3,006.39 223.40 2,783.00 472.97 2,310.03 209.59 8,806.46 3,114.10 4.98 3,109.12 222.79 2,886.33 490.53 2,395.80

3.59138.88 3.59238.68 (2.82)317.57 (2.82) 317.57 8.47 13.97 (11.29)303.61 0.08 36.87 (11.37)266.73

-

12.76 - 70.84 2,538.041,886.28 2,282.23 4,511.02 - 231.88 248.0 1,311.68 1,072.551,266.31 1,919.62 - 810.02 798.36 745.95 675.68 601.71 551.03 - (578.13)(550.31) 565.72 396.87 664.601,368.59 223.40 222.79 222.79 222.79 223.40 222.79 - (801.53) (773.10) 342.94 174.09 441.201,145.80 58.28 29.59 74.98 194.73 - (801.53) (773.10) 284.66 144.50 366.22 951.07

7,158.57 8,381.43 2,878.93 3,016.46 449.88 408.27 2,429.04 2,608.19 222.79 223.40 2,206.26 2,384.80 374.95 405.30 1,831.30 1,979.50

0

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Cash Flow for Construction + 0 aeration Phase till the re•a ment of debt articulars \ During the year 2008 2009 2010 2011 2012 2013 2014 - nded 31st March
SOURCES OF FUNDS Net Profit After Depreciation Taxes Depreciation Major Maintenance Inc/(Dec) in CL Equity infusion IPO/Sponsor Support Term Debt Transfer from Debt Service Reserve Total Sources of Funds
&

Rs. in Crores 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 202'

(11.37) 8.47 -

266.73 13.97
-

(801.53) (773.10) -

284.66

144.50 366.22 222.79
-

951.071,848.23 1,831.30 1,979.50 2,087.25 1.972.64 1,952.73 2,310.03 2,395.80 222.79 221.57
-

222.79 222.79
-

223.40
-

222.79
-

223.40
-

222.79
-

221.57

222.79
-

223.40
-

222.79
-

- 881.81 1,555.74 2,460.36 3,845.41 2,610.095,263.12 5,735.30 3,280.61 690.28 453.69 ,. 25.00 510.00 965.0C 750.00 _, 199.99 1,675.002,375.00 1,950.00 "
-

461.89
-

743.53 1,321.78 1,798.39 2,363.63 3,284.18 3.435.78
-

-

-

-

9.68

21.87

65.91

-

84.48

5.15

-

-

-

356.07

1,615.781,980.703,766.814,255.741,882.223,295.103,117.535,640.086,346.794,520.382,760.07 2,515.98 3,030.91 3,636.97 3,992.59 4,539.15 5,817.60 6,410.44

USES OF FUNDS Inc/(Dec) in CA Capital Expenditure Debt Repayment Repayment of Noida Greater Noida Expressway Transfer to Debt Service Reserve Transfer to Major Maintenance reserve Total Uses of Funds NET CHANGES IN CASH BALANCE Opening Balance of Cash Closing Balance of Cash

304.54 494.091,564.58 935.49 1,540.122,350.581.545.73 3.808.164.385.052.381.64 641.14 1,303.23 1,296.242,176.55 3,244.27 7.44 192.55 34.77 176.12 505.01 536.56 523.05 310.07 379.62 _1 211.20 32.42
_ -

191.48 1,039.22 2.054.60 2,313.25 2.858.56 3,804.59 4,642.58
-

440.80

144.50

144.50

144.50 20.67

960.00 1,266.00 20.67 184.16 20.67 38.57

434.50 20.67 -

69.12

-

-

-

5.85

1.54

0.29

1,607.771,797.773,933.674,179.761,786.082,559.122,119.864,344.734,908.102,691.711,026.62 8.01 8.01 182.93 (166.87) 75.99 24.07 8.01 190.93 24.07 100.05 190.93

633.83 1,183.72 2,199.10 2,478.71 4,023.39 5,129.83 5,097.75

96.14 735.98 997.671,295.361,438.691,828.671,733.46 1,882.15 1,847.20 1,437.87 1,513.88 515.75 687.77 1,312.69 100.05 196.19 932.161.929.83 3.225.194,663.886.492.55 8,226.01 10.108.16 11.955.36 13,393.2314,907.11 15,422.87 16,110.64 196.19 932.161,929.833,225.194,663.886,492.558,226.0110,108.1611,955.3613,393.2314,907.1115,422.8716,110.6417,423.33

0
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Balance Sheet for Construction + 0 eration Phase till the re•a ment of debt adiculars \ As on 31st 2008 2009 2014 2010 2011 2012 2013 2015 arch ended Liabilities:

Rs. in Crores 2016 2017 2018 2019 2020 2021 2022 2023 2024 202

965.00 990.00 1,500.00 1.500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1,500.00 1.500.00 1.500.00 1,500.00 1.500.00 1.500.00 1,500.00 1,500.00 1,500.00 Equity capital Equity through IPO/Sponsor - 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 Support _ . _, . . . _ _, Share Premium (11.37) 255.36 255.36 255.36 (546.17)(1,319.27)(1,034.61) (890.11) (523.89) 427.18 2,275.41 4,106.72 6,086.22 8,173.4710,146.11 12,098.8414,408.8716,804.67 Reserve & Surplus Major Maintenance Reserve 199.99 1,867.55 4,050.00 6,000.00 5,965.23 5,789.12 5.284.10 4,747.54 4,224.50 3,914.43 3,534.80 3,094.00 2,949.50 2,805.00 2,660.50 1,700.50 Secured Loan 0.00 434.50 Noida Greater Noida . 310.00 310.00 310.00 310.00 310.00 310.00 310.00 310.00 310.00 310.00 289.33 268.67 248.00 227.33 Expressway Current Liabilities 453.69 453.69 1,335.50 2.891,24 5,351.60 9.197.01 11,807.10 17,070.21 22,805.5126.086.12 26,776.4027,238.29 27,981.82 29,303.60 31,101.99 33,465.62 36,749.7940.185.58 Total 1,607.31 3,566.60 7,140.86 11,396.60 13,330.66 16,226.86 18,616.59 23,487.65 29,066.12 32,987,73 35,146.6236,999.01 39,577.5442,842.07 46,447.93 49,783.63 54,091.16 59,467.58 Assets: Capital Work-in progress/Project Assets Less: depreciation Net Project Assets Current Assets Deposits Cash Total

1,303.23 2,599.47 4,776.02 8,020,29 8,330.29 8,330.29 8,330.29 8.330.29 8,330.29 8,330.29 8,330.29 8,330.29 8,330.29 8.330.29 8.330.29 8,330.29 8.330.29 8,330.29 8.47 22.43 22.43 22.43 245.83 468.62 691,40 914.19 1,137.58 1,360.37 1,581.94 1,804.72 2,028.12 2.250.90 2.472.47 2,695.25 2.918.65 3,141.44 1,294.77 2,577.04 4,753.58 7,997.86 8,084.46 7,861.67 7,638.89 7,416.10 7,192.71 6,969.92 6,748.36 6,525.57 6,302.17 6,079.39 5,857.82 5,635.04 5,411.64 5,188.85 304.54 798.63 2,363.21 3,298.70 4,838.82 7,189.40 8.735,1312,543.2916,928.34 19,309.9819,951.12 20,142.60 21,181.82 23,236.41 25.549.67 28,408.23 32,212.82 36,855.40 211.20 243.62 312.74 303.06 281.19 215.28 221.13 222.67 138.19 133.04 133.33 317.49 356.07 8.01 190.93 24.07 100.05 196.19 932.16 1,929.83 3,225.19 4,663.88 6,492.55 8,226.01 10,108.16 11.955.36 13,393.2314,907.11 15,422.8716,110.64 17,423.33 1,607.31 3,566.60 7,140.86 11,396.60 13,330.66 16,226.86 18,616.59 23,487.65 29,066.12 32,987.73 35,146.6236,999.01 39,577.54 42,842.07 46,447.93 49,783.63 54,091.16 59,467.58

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