Private & Confidential Not for Circulation OFFER DOCUMENT for PRIVATE PLACEMENT of BONDS HOUSING and URBAN DEVELOPMENT

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Private & Confidential Not for Circulation OFFER DOCUMENT FOR PRIVATE PLACEMENT OF BONDS HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED (A Government of India Enterprise) (Previously named as Housing And Urban Development Finance Corporation Private Limited) Registered Office: HUDCO Bhawan, Core 7A, India Habitat Centre, Lodhi Road, New Delhi - 110 003 Contact Person: Mr. RK Khanna, Sr. Executive Director Phone Nos: - 011-24649610-27, 24628894, 24620117 Fax No.: 011- 24648179, 24620216 E-mail: [email protected] Website: www.hudco.org

PRIVATE PLACEMENT OF SECURED, REDEEMABLE, NON-CONVERTIBLE, NON- CUMULATIVE TAXFREE 2011 HUDCO BONDS SERIES C (OPTION I & II) IN THE NATURE OF PROMISSORY NOTES OF FACE VALUE OF RS. 1,00,000 AGGREGATING TO RS. 200 CRORE PLUS GREEN SHOE OPTION TO RETAIN OVER SUBSCRIPTION.

CREDIT RATING: HUDCO's Credit Rating for the proposed bond issue is affirmed at `AA+' by Fitch Ratings India Private Limited and CARE Ratings. Instruments with this rating are considered to offer high safety for timely servicing of debt obligations and carry very low credit risk. These Rating(s) are not a recommendation to buy, sell or hold securities and Investors should take their own decisions. The rating may be subject to revision or withdrawal at any time by the assigning Rating Agency on the basis of new information. Each rating should be evaluated independently of any other rating.

LISTING: The Bonds are proposed to be listed on WDM segment of the National Stock Exchange

ISSUE SCHEDULE Date of opening of the Issue: 03.11.2011 Date of closing of the Issue: 30.11.2011 Date of earliest closing of the Issue: The Company reserves the right to change the issue schedule, if and when situation arises, without assigning any reason thereof.

R&T AGENT: M/s Karvy Computer Share Pvt. Ltd. 305 New Delhi House, 27, Barakhamba Road, New Delhi-110001.

TRUSTEE: PNB Investment Services Ltd. 10, Rakeshdeep Building, Yusuf Sarai Commercial Complex, Gulmohar Enclave, New Delhi- 110049

ARRANGERS TO THE ISSUE: 1. Axis Bank 2. Almondz Global Securities Ltd. 3. RR Investors Capital Services Pvt. Ltd. 4. SBI Capital Markets Limited 5. SPA Merchant Bankers Ltd.

6. Real Growth Securities Pvt. Ltd. 7. ICICI Bank Limited 8. LKP Securities Ltd. 9. ICICI Securities Primary Dealership Limited 10. Darashaw & Co. Pvt. Ltd. 11. Yes Bank Ltd. 12. Trust Capital Services (India) Pvt. Ltd. 13. Edelweiss Capital 14. Kotak Mahindra Bank 15. HSBC Limited 16. Barclays Bank PLC 17. ING Vysya 18. Standard Chartered Bank 19. Deutstche Bank

DISCLAIMER:

GENERAL DISCLAIMER

This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD NRO/GN/2008/13/127878 dated June 06, 2008. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Bonds to be issued by (the “Issuer”/ the “Housing and Urban Development Corporation Limited (HUDCO)”/ (“the Company”) The document is for the exclusive use of the Institutions to whom it is delivered and it should not be circulated or distributed to third party(ies). The Company certifies that the disclosures made in this document are generally adequate and are in conformity with the captioned SEBI Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue.

DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA

This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this document. The issue of Bonds being made on private placement basis, filing of this document is not required with SEBI; however SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this document. DISCLAIMER OF THE ISSUER:

The Issuer confirms that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect. All information considered adequate and relevant about the Issue and the Company has been made available in this Disclosure Document for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. The Company accepts no responsibility for statements made otherwise than in this Disclosure Document or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his/her/their own risk.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been submitted to the National Stock Exchange of India Ltd. (hereinafter referred to as “NSE”) for hoisting the same on its website. It is to be distinctly understood that such submission of the document with NSE or hoisting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer‟s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

DISCLAIMER IN RESPECT OF JURISDICTION:

This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Bonds or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering and sale of the Bonds may be restricted by law in certain jurisdictions. Persons into whose possession this Disclosure Document comes are required to inform them selves about and to observe any such restrictions.

This offer of Bond(s) is made in India to persons/parties resident in India. This offer is NOT being made to NRIs / OCBs as defined under Indian laws. Further, this Bond issue is not made, or offered, to any „body corporate‟ to which Section 372A of the Companies Act applies or is deemed applicable.

This Disclosure Document does not, however, constitute an offer to sell or an invitation to subscribe to Bond(s) offered hereby in any other jurisdiction to any person/parties to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Disclosure Document comes is required to inform him self about and to observe any such restrictions.

DISCLOSURES

(i) NAME AND ADDRESS OF REGISTERED & CORPORATE OFFICE OF THE ISSUER: HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED (A Government of India Enterprise) (Previously named as Housing and Urban Development Finance Corporation Private Limited) Registered Office: HUDCO Bhawan, Core 7A, India Habitat Centre, Lodhi Road, New Delhi-110 003

Contact Person: Mr. RK Khanna, Sr. Executive Director Phone Nos: - 011-24649610-27, 24620117, 24628894 Fax No.: 011- 24648179, 24620216 E-mail: [email protected] Website: www.hudco.org

STATUTORY AUDITORS: M/s Agiwal & Associates Chartered Accountants, Lal Kothi-2nd Floor, 3830 Pataudi House Road, (above Bank of Baroda) Daryaganj, New Delhi-110002

COMPLIANCE OFFICER & COMPANY SECRETARY: Mr. H. Verma Company Secretary, HUDCO, HUDCO Bhawan, Core 7A, India Habitat Centre, Lodhi Road, New Delhi - 110 003

(ii) Our Management

All Directors of HUDCO are appointed by the President of India acting through MoHUPA who hold 100% Equity Share Capital of HUDCO.

(a) Information as on 30/09/2011 regarding Board of Directors of HUDCO

Sl. Name & Designation of Official Address DoB Father‟s Name DIN No Director including . Chairman & Managing Director 1. Shri V P Baligar ,IAS HUDCO Bhawan, India Habitat 06.11.1954 Shri PM Baligar 00850615 Chairman & Managing Centre, Lodhi Road, New Delhi. Director, HUDCO 2. Smt. Aruna JS (RAY), Ministry of Housing 12.07.1959 Shri N Sundararajan 02493537 Sundararajan, IAS and Urban Poverty Alleviation, Director, HUDCO Nirman Bhawan, New Delhi. 3. Smt. Sudha Krishnan JS & FA, Ministry of Housing & 16.11.1960 Shri R 02885630 IA&AS Urban Poverty Alleviation, Narayanaswamy Director, HUDCO Nirman Bhawan, New Delhi. 4. Shri Rajpal Singh G-7, Ashok Plaza Building, 02.09.1962 Shri Sarup Singh 00153047 Solanki 12A/14, W.E.A, Karol Bagh, Director, HUDCO New Delhi. 5. Dr. Radha Binod A1/1006, Riddhi Gardens, Film 01.08.1948 Shri JC Barman 02612871 Barman City Road, Malad(E), Mumbai- Director, HUDCO 400097 6. Shri Nasser Munjee 301, Delta Plaza, 414, Veer 18.11.1952 Shri Mukhtar 00010180 Director, HUDCO Savarkar Marg, Mumbai-400025 Cassamally Munjee

(b) The List of Shareholders of HUDCO, as on 30.09.2011

S.NO. Name Of The Promoter / Shareholder No. of Shares 1. President of India 2,00,18,993 2. Dr. PK Mohanty 1 3. Smt. Sudha Krishnan 1

4. Smt. Deepti Gaur Mukerjee 1 5. Shri Premjit Lal 1 6. Shri Vivek Nangia 1 7. Shri Ramesh Kumar 1 8. Shri K Ramachandran 1 TOTAL 2,00,19,000 Note: 1. Holders from serial no. 2 to 8 are holding the share on behalf of the President of India. 2. HUDCO has not made an initial public offering within the immediately preceding two years and equity of the HUDCO is not listed.

S.NO. Name, designation and DIN Other directorships 1. Shri V P Baligar NIL

Chairman & Managing Director, HUDCO

DIN: 00850615 2. Smt. Aruna Sundararajan, NIL

Director, HUDCO

DIN: 02493537 3. Smt. Sudha Krishnan National Buildings Construction Corporation Limited Director, HUDCO Hindustan Prefab Limited Kolkata Metro Rail Limited DIN: 02885630 Chennai Metro Rail Limited 4. Shri Rajpal Singh Solanki TMC Capital Market Services Ltd. Minarch Overseas Pvt Ltd. Director, HUDCO

DIN: 00153047 5. Dr. Radha Binod Barman North East Financial Corporation Ltd., Guwahati Director, HUDCO Tech Process Pvt. Indian Commodity Exchange Limited DIN: 02612871 6. Shri Nasser Munjee ABB Limited Ambuja Cements Limited Director, HUDCO Bharti AXA Life Insurance Co. Ltd. Bharti AXA General Insurance Co. Ltd. DIN: 00010180 Britannia Industries Ltd. Cummins India Limited Development Credit Bank Ltd. HDFC Limited Neptune Developers Limited Shipping Corporation of India Limited Tata Chemicals Limited Tata Motors Limited Unichem Laboratories Ltd. Voltas Limited Aga Khan Rural Support Programme, India

(AKRSP,I) Indian Institute for Human Settlements Himalayan Ski Village Pvt. Ltd. First American Securities Pvt. Ltd. GIBA Holdings Pvt. Ltd. EMSAF – Mauritius Tata Chemicals North America Inc., USA (formerly General Chemical Industries Products Inc.)

Borrowing powers of the Board

Subject to the Memorandum and Articles of Association of our Company and pursuant to Section 293(1)(d) of the Companies Act, HUDCO‟s Board is authorized to borrow an amount not exceeding Rs. 40000 crore at any given point of time.

HIGHLIGHTS:

Profile of HUDCO

 HUDCO is a wholly owned Government financial institution with a mandate to provide long term finance Housing & Urban Infrastructure (UI) development in the country.  HUDCO‟s lending is mainly focused towards state undertakings in the housing or infrastructure segment with majority of loans backed by state government guarantees and /or fully secured by mortgages.  The company was conferred „Mini–Ratna‟ status in August 2004 resulting in greater operational and financial flexibility to HUDCO.

 HUDCO has supported over 14 million housing units throughout the country in the last four decades.  HUDCO has extended support for Utility Infrastructure covering water supply, sewerage, drainage, solid waste management, roads/bridges; Social infrastructure covering educational, health and recreational facilities and Economic and commercial infrastructure covering IT Parks, SEZs, Power, transport and commercial/institutional buildings.

Key Strengths

 Key public policy role for the implementation of GOI‟s housing and infrastructure policies.  The only institution implementing Action Plan Schemes of the Govt. of India with a strong commitment to the economically weaker sections.  GOI‟s supervision, control and various other forms of support.  Strong brand.  40 years of experience in the field - unique industry knowledge in consultancy, training and research.  Leading market position as a lender for social and urban infrastructure projects.  Extensive national network of offices pan India for a wide coverage of market segments.  Consistently profit making company, since inception.  Comfortable Liquidity position supported by comfortable asset liability profile.

Opportunities:

 Large gap between demand and supply in both housing and urban infrastructure financing.  The quantum of housing and infrastructure shortage in the country presents a huge gap to be filled in this sector. The urban housing shortage in the country is currently estimated at a whopping 26.53 million units which would require an investment of over Rs. 3,61,300 crore as per the 11th plan estimates.

 As per assessment by the Planning Commission, the infrastructure sector needs nearly Rs. 41,00,000 crore investment in the 12th Plan period. Thus, there are immense business opportunities for HUDCO in financing the key sectors of the economy.  Government‟s emphasis on infrastructure development.

Operational & Financial Highlights – FY 2010-11

 Sanction of loans of Rs. 19,762 Crore during 2010-11 with y-o-y growth of 19%. These sanctions include a wide spectrum of projects covering housing, basic infrastructure, energy, transport etc., with a loan amount of Rs. 5,293 crore for Housing and Rs. 14,469 crore for Urban Infrastructure. Cumulatively, HUDCO has sanctioned 1605 infrastructure projects involving a total loan amount of Rs.81,691 crore and has already released Rs.44,075 crore for this sector. Till 31st March, 2011, cumulatively, HUDCO had sanctioned total loans of Rs.1,17,821 crore.  Loan Disbursements of Rs. 5,105 Crore during 2010-11 with y-o-y growth of 65%. Cumulatively, till 31st March, 2011, loan releases of Rs. 72,777 crore were made.  Profit after Tax of Rs. 550.03 Crore during 2010-11 with y-o-y growth of 11%, highest ever profitability since inception.  Lowest level of Net NPAs (defaulted loans) of 0.19% (as on 31st March, 2011) after the RBI/NHB Prudential Norms were issued as against 0.52% as on 31.03.2010. Asset Quality improved significantly.  Resource profile, liquidity position and financial flexibility improved. Resources to the tune of Rs. 4807 crore were raised during FY 2010-11 at market competitive rates.  HUDCO's Surveillance Credit Rating for long term instruments was reaffirmed at `AA+' by Fitch Ratings India Private Limited and CARE Ratings. Instruments with this rating are considered to offer high safety for timely servicing of debt obligations and carry very low credit risk.

HUDCO‟s role in Jawaharlal Nehru National Urban Renewal Mission (JNNURM):

 HUDCO has been actively involved in this programme of Govt. of India, since inception, as an appraisal agency for Basic Services to the Urban Poor (BSUP) and Integrated Housing & Slum Development Program (IHSDP) projects.  Till 31st March, 2011, cumulatively, under BSUP and IHSDP, HUDCO has appraised 1257 projects with a project cost of Rs 28,426 crore and central assistance of Rs 15,694 crore for the construction of 11.52 lac dwelling units which is approximately 83% of total projects sanctioned by the Ministry of Housing and Urban Poverty Alleviation.

(iii) SUMMARY OF BUSINESS ACTIVITIES

INTRODUCTION

HUDCO is the premier techno financing institution in the field of housing and urban infrastructure focusing primarily on social lending, unlike other financial institutions and HFIs, who are lending mainly to the higher and middle income groups.

HUDCO‟s contributions in its 40 years of existence, though modest, are very significant. It has reached people in over 1853 towns and villages across the length and breadth of the country.

Based on the sustained outstanding performance and profitability of HUDCO, the Government of India had conferred the status of Mini Ratna to HUDCO in 2004-05. The grant of Mini Ratna status provides for larger autonomy for HUDCO with powers to invest in equities as well as to form SPVs, Joint Ventures and subsidiaries. The Government has recently in the Budget for 2011-12, allocated Tax-free bonds of Rs. 5,000 crore for HUDCO, which will go a long way in enabling HUDCO to significantly increase its lending to the Social Housing and related Core Infrastructure like Water Supply, Sewerage, Sanitation, Roads etc.

PROGRAMMES AND PRODUCTS PORTFOLIO

Incorporated on 25th April, 1970, HUDCO was an expression of the concern of the Central Government with regard to the deteriorating housing conditions in the country and a desire to assist various agencies in dealing with it in a positive manner. The principle mandate of HUDCO was and still remains, to ameliorate the housing conditions of all groups with a thrust to the needs of the Low Income Group (LlG) and Economically Weaker Sections (EWS).

In order to realize the objectives for which it was established HUDCO has implemented a variety of schemes for shelter and services, thereby improving the living conditions of the people. Apart from financing housing schemes, HUDCO is also contributing to improve the quality of life by augmenting basic community facilities and infrastructural services.

Today HUDCO has emerged as the premier national techno-financing institution with the major objective of financing/encouraging the housing activity in the country along with the development of urban infrastructure facilities. HUDCO extends assistance benefiting the masses in urban and rural areas under a broad spectrum of programmes that include housing, infrastructure, building technology, consultancy services, research and training as tabulated below:-

* In order to give a new thrust to the Research and Training activities, four centres of excellence have been constituted which are Centre for Urban Poverty, Slums and Livelihoods (CUPSL), Centre for Sustainable Habitat (CSH), Centre for Project Development & Management (CPDM) and Centre for Affordable Housing (CAH).

RECENT CHANGES

Traditionally HUDCO has been providing financial assistance in the areas of housing and urban infrastructure. However, in order to address the needs of the changing markets, HUDCO has diversified its operational arena to cover several other sectors, like Power, Telecom, Metro, Ports, Railways, Gas pipelines, Special Economic Zones etc, even while keeping its focus on social housing and basic infrastructure.

HUDCO has now actively entered into fee based businesses and taken up consultancy projects in the field of design and planning. HUDCO is also assisting the government in its various action plan schemes especially JNNURM where HUDCO provides appraisal services for projects under specific components of JNNURM. HUDCO has taken up assignments for preparation of master plans and city development plans for state governments also. Valuation services are also being offered under commercial consultancy on fee basis. With the advent of large projects with mega outlays, HUDCO has taken up consortium funding for private power and other projects. HUDCO has also forayed into financing of private industrial infrastructure.

EVOLUTIONARY HISTORY OF HUDCO IS AS FOLLOWS:

Year Issue 1970 •HUDCO was established under the Companies Act 1956 with an equity of Rs. 20 million 1974 •Introduction of ceiling costs, revised financing pattern and cooperative housing 1976 •Started Design & Development Wing 1977 •Introduced Rural Housing Schemes 1979 •Introduced water supply /urban infrastructure schemes 1980 •Introduced Shelter Upgradation Scheme 1983 •Decentralization to Regional Offices 1985 •Started consultancy management services 1988 •Introduced Financing for Village Abadi Environmental Improvement Scheme 1989 •Creation of Urban Infrastructure Window 1990 •Started paying taxes and dividends 1994 •Started financing Private Sector for Commercial & Housing Schemes 1995 •Started Providing housing finance through NGOs 1997 •Staff Rental Housing Program and 2 Million Housing Program 1998 •Started retail financing –HUDCO NIWAS 1999 •Initiation of securitization initiatives 2002 •Authorized capital was increased to Rs. 25 billion. Accorded the Schedule-A status 2004 •Awarded the MINI RATNA status 2005 •Initiated Joint ventures 2006-07 •Major Role in JNNURM 2008-09  Extensive focus on Fee based activities & consortium lending. 2010-11  Major Focus on Government Business

Main Objects

1. To provide long-term finance for construction of houses for residential purposes or finance or undertake housing and urban development programmes in the country.

2. To finance or undertake, wholly or partly, the setting up of new or satellite towns

3. To subscribe to the debentures and bonds to be issued by the State Housing (and/or Urban Development) Boards, Improvement Trusts, Development Authorities etc., specifically for the purpose of financing housing and urban development programmes.

4. To finance or undertake the setting up of industrial enterprises of building material.

5. To administer the moneys received, from time to time, from the Government of India and other sources as grants or otherwise for the purposes of financing or undertaking housing and urban development programmes in the country (and)

6. To promote, establish, assist, collaborate and provide consultancy services for the projects of designing and planning of works relating to Housing and Urban Development programmes in India and abroad.

Major Awards and recognition

-Received UN-Habitat Scroll of Honor from the United Nations Human Settlements Program in 1991 for outstanding contributions in the field of human settlements

-Received “Excellent” ratings from the Department of Public Enterprises (GOI) for surpassing performance benchmarks

-Received the Prime Minister‟s MOU Award for Excellence in Performance (1998 – 1999) in 2000 for being a top ten public sector institution in performance

-The Mini-Ratna Status has been conferred to HUDCO in the year 2004-05 for Category-1 Public Sector Enterprise.

-The „Enterprise Excellence award – 2007‟ has been conferred to HUDCO for its Financial & operational strength by The Indian Institution of Industrial Engineering.

CAPITAL STRUCTURE OF HUDCO

CAPITAL STRUCTURE (Rs. In Crore) As on 31.03.2011

(A) AUTHORISED CAPITAL 25,000,000 equity shares of Rs.1000 each 2500.00

(B) ISSUED SUBSCRIBED AND PAID UP 20,019,000 equity shares of Rs.1000 each 2001.90 fully paid up

------NETWORTH 5520.97 ------(D) LOAN FUNDS

SECURED LOANS 179.09 UNSECURED LOANS 15599.57 DEFERRED TAX LIABILITIES (NET) 281.85 16060.51

This is an issue of Private Placement of Bonds and it will not have any effect on the Paid-up Capital and Share Premium Account.

NOTES TO CAPITAL STRUCTURE:

Equity Contribution from Government: (as on 31.03.11) (Rs. in crore) Ministry of F.Y. Housing & Urban Development Rural Development Total Cumulative Authorised Urban Poverty Total Account Alleviation Heads*  4216 4217 4215 Total 1970-71 2 2 2 10 1971-72 2 2 4 10 1972-73 2 2 6 10 1973-74 0 0 6 10 1974-75 1 1 7 10 1975-76 2 2 9 10 1976-77 4 4 13 20 1977-78 3 3 16 20 1978-79 4 4 20 30 1979-80 5 5 25 30 1980-81 8 8 33 35 1981-82 9 9 42 45 1982-83 10 10 52 75 1983-84 11 11 63 75 1984-85 11 11 74 75 1985-86 7 7 81 100 1986-87 8 8 89 100 1987-88 9 9 98 100 1988-89 14 0.5 0.5 1 0 15 113 125 1989-90 19.77 3 1.5 4.50 0 24.27 137.27 160 1990-91 20 2 2 4 0 24 161.27 160 1991-92 23.73 0 0 0 0 23.73 185 165 1992-93 45 3 4 7 5 57 242 185 1993-94 20 3 9 12 0 32 274 385 1994-95 14 3 7 10 0 24 298 385 1995-96 15 3 8 11 0 26 324 385 1996-97 15 3 8 11 0 26 350 385 1997-98 35 3 8 11 0 46 396 385 1998-99 110 3 18 21 50 181 577 1250 1999-00 150 9 12 21 150 321 898 1250 2000-01 155 25 0 25 100 280 1178 1250 2001-02 155 20 5 25 50 230 1408 2500 2002-03 180 5 20 25 50 255 1663 2500 2003-04 215.60 5 5 10 10 235.60 1898 2500 2004-05 100 1.65 1.65 3.30 0 103.30 2001.90 2500 2005-06 0 0 0 0 0 0 2001.90 2500 2006-07 0 0 0 0 0 0 2001.90 2500 2007-08 0 0 0 0 0 0 2001.90 2500 2008-09 0 0 0 0 0 0 2001.90 2500 2009-10 0 0 0 0 0 0 2001.90 2500 2010-11 0 0 0 0 0 0 2001.90 2500 1385.10 92.15 109.65 201.80 415.00 2001.90

* Details of Account Heads 4215: Capital outlay on Water Supply & Sanitation

4216: Capital outlay on Housing 4217: Capital outlay on Urban Development

DEBT EQUITY RATIO (Rs. in crore) Particulars 31.03.11 Debt: Long term debt 15778.66 Total debt 15778.66 Shareholders‟ fund Share capital 2001.90 Reserve & surplus excluding revaluation reserve 3519.07 5520.97 Less: Misc. expenditure not written off 0.00 Net worth 5520.97 Long term debt/net worth 2.86

Key financial indicators of Hudco -5 years profile (Rs. in crore) Particulars 2006-07 2007-08 2008-09 2009-2010 2010-2011* Paid up equity 2001.90 2001.90 2001.90 2001.90 2001.90 share capital Net worth 3878.22 4162.67 4647.46 5097.08 5520.97 Total outside 20382.60 18902.98 19249.32 15520.48 15778.66 resources (Total Borrowings) Total block 76.98 76.38 81.04 78.47 86.02 capital (Net Block including CWIP) Gross Sales 2447.43 2610.19 2713.18 2528.34 2278.59 (Total Income) Operating 2445.39 2605.91 2708.24 2507.75 2276.20 Income before fin. cost &tax (Total Income (- ) Misc. Income) Profit after tax 308.37 373.73 400.98 495.30 550.03 (PAT) Capital 24260.82 23065.66 23896.79 20617.56 21299.63 employed Debt Equity 5.26 4.54 4.14 3.04 2.86 Ratio (Total Borrowings/Net Worth) Earning per 154.04 186.69 200.30 247.42 274.75 share (EPS) (Rs.) Book Value per 1937.27 2079.36 2321.53 2546.12 275.79 share (Rs.) (Net

Worth/No. of Shares) ROCE (Return 1.27 1.62 1.68 2.40 2.40 on Capital Employed) (PAT/CE) (%)

Total Block 139.16 142.49 150.93 152.09 170.59 Capital (Gross Block including CWIP)

* A final dividend of Rs. 110.02 crore was recommended for the year ended 31.03.2011.

(iv) MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

Material contracts & Agreement involving financial Obligation of the Issuer

By very nature of its business, the HUDCO is involved in a large number of transactions involving financial obligations and therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations of HUDCO. Copies of these contracts together with the copies of documents referred to below may be inspected at the Head office of the HUDCO between 9.30 am and 12.30 pm on any working day (Monday to Friday) until the issue closing date.

Material Contracts and Documents

a. Memorandum and Articles of Association of the HUDCO.

b. Board Resolution dated 24.03.2011 authorizing issue of bonds offered under terms of this disclosure document.

c. Copy of letter appointing Registrar & Transfer Agents.

d. Letter of consent from Registrars to the Issue.

e. Copy of letter appointing Trustees to the Bondholders.-

f. Letter of consent from PNB Investments Services ltd. for acting as Trustees for and on behalf of the Holder(s) of the Bonds.

g. Letter from NSE conveying its in-principle approval for listing on bonds.

h. Letter from M/s.FITCH Ratings and CARE Ratings Rating Agency for issue of Tax-free bonds of HUDCO and the rating rationale pertaining thereto.

(v) DETAILS OF BORROWINGS AS ON 31.3.2011

SECURED LOANS

As at As at 31st March, 2011 31st March, 2010 (Rs. in thousand) (Rs. in thousand)

Loan from Bank Bank of India 1,074,434 1,136,774

[Due for repayment within one year Rs. 6.23 crore (P.Y. Rs. 6.23 crore)] 1,074,434 1,136,774

Special Priority Sector Bonds

SPS Bond Series A, B & C (Bank of India) 716,500 758,500

[Due for repayment within one year Rs. 4.20 crore (P.Y. Rs. 4.20 crore)]

Loan/overdraft from banks against Fixed 716,500 758,500 Deposits

1,790,934 1,895,274 1,790,934 1,895,274

UNSECURED LOANS

As at As at 31st Mar, 2011 31st March, 2010 (Rs. in thousand) (Rs. in thousand)

DEBENTURES

Subscribed by Banks, Companies & Trusts 11.50% Repayable on 26.06.2010 - 300,000 11.50% Repayable on 05.10.2010 - 400,000 11.50% Repayable on 25.09.2011 350,000 350,000 12.00% Repayable on 07.01.2012 420,000 420,000

770,000 1,470,000 BONDS

Hudco Bonds Series Non-cumulative 8.25% Tax free (XVII-A) Repayable on 19.09.2010 - 615,000 8.25% Tax free (XVII-B) Repayable on 28.09.2010 - 300,000 8.25% Tax free (XVII-C) Repayable on 15.03.2011 - 85,000 12.40% Taxable (XVIII-C) Repayable on 19.09.2010 - 110,000 12.40% Taxable (XVIII-F) Repayable on 28.09.2010 - 247,800 11.15% Taxable (XX-C ) Repayable on 20.07.2011 4,440,600 4,440,600 9.00% Tax free (XXI-B) Repayable on 30.01.2012 400,000 400,000 9.75% Taxable (XXII-C) Repayable on 28.03.2012 30,000 30,000 10.00% Taxable (XXIII-C) Repayable on 27.03.2012 3,125,500 3,125,500 10.00% Taxable (XXIV-C) Repayable on 28.03.2012 731,000 731,000 9.75% Taxable (XXV-B) Repayable on 28.06.2012 1,650,000 1,650,000 10.00% Taxable (XXV-C) Repayable on 28.06.2014 2,100,000 2,100,000 7.60% Taxable ( XXVI ) Repayable on 20.01.2013 2,179,000 2,179,000 7.10% Taxable (XXVIII ) Repayable on 06.03.2013 298,000 298,000 7.40% Taxable (XXIX-A) Repayable on 06.03.2013 314,000 314,000 7.60% Taxable (XXIX-B) Repayable on 06.03.2013 @@ 384,000 384,000 7.80% Taxable (XXIX-C) Repayable on 06.03.2013 624,000 624,000 6.15% Tax free ( XXX ) Repayable on 08.03.2013 @ 300,000 300,000 7.10% Taxable (XXXI-A) Repayable on 31.03.2013 @ 15,000 15,000

7.30% Taxable (XXXI-B) Repayable on 31.03.2013 @@ 10,000 10,000 7.50% Taxable (XXXI-C) Repayable on 31.03.2013 454,000 454,000 7.10% Taxable (XXXI-D) Repayable on 31.03.2013 @@ 70,000 70,000 7.30% Taxable (XXXI-E) Repayable on 31.03.2013 25,000 25,000 6.10% Tax free (XXXII-A) Repayable on 31.03.2013 @ 10,000 10,000 6.50% Tax free (XXXII-B) Repayable on 31.03.2013 35,000 35,000 6.70% Taxable (XXXIII-A) Repayable on 29.08.2013 @ 3,151,000 3,151,000 6.80% Taxable (XXXIII-B) Repayable on 29.08.2013 @@ 1,270,000 1,380,000 6.90% Taxable (XXXIII-C) Repayable on 29.08.2013 1,943,000 1,943,000 5.15% Tax free (XXXIV) Repayable on 31.03.2014 500,000 500,000 7.00% Taxable (XXXVI-A) Repayable on 29.03.2012 $$ 622,000 622,000 7.30% Taxable (XXXVI-C) Repayable on 29.03.2012 985,000 985,000 7.30% Taxable (XXXVII-A) Repayable on 20.01.2016 @ 346,000 346,000 7.50% Taxable (XXXVII-B) Repayable on 20.01.2016 @@ 168,000 168,000 7.80% Taxable (XXXVII-C) Repayable on 20.01.2016 5,900,000 5,900,000 8.05% Taxable (XXXIX-A) Repayable on 29.03.2016 @ 147,000 176,000 8.12% Taxable (XXXIX-B) Repayable on 29.03.2016 @@ 19,000 19,000 8.35% Taxable (XXXIX-C) Repayable on 29.03.2016 1,604,000 1,604,000 8.60% Taxable (1-A) 2006-07 Repayable on 29.08.2016 $$ 382,000 382,000 8.85% Taxable (1-B) 2006-07 Repayable on 29.08.2016 @ 145,000 145,000 9.10% Taxable (1-C) 2006-07 Repayable on 29.08.2016 @@ 87,000 87,000 9.30% Taxable (1-D) 2006-07 Repayable on 29.08.2016 1,288,000 1,288,000

8.65% Taxable (2-A) 2006-07 Repayable on 29.11.2016 $$ 550,000 550,000 8.75% Taxable (2-B) 2006-07 Repayable on 29.11.2016 @ 270,000 270,000 9.05% Taxable (2-C) 2006-07 Repayable on 29.11.2016 3,698,000 3,698,000 7.40% Taxable 2003 ( SD-I ) Repayable on 05.03.2013 @ 1,000,000 1,000,000 7.90% Taxable 2003 (SD-II ) Repayable on 31.03.2013 4,700,000 4,700,000 7.70% Taxable 2003 (SD-III) Repayable on 27.03.2013 @@ 1,459,000 1,459,000 7.90% Taxable 2003 (SD-IV) Repayable on 28.03.2013 500,000 500,000 7.35 % Taxable 2003 (SD-V) Repayable on 31.07.2013 3,500,000 3,500,000 7.95 % Taxable 2006 (SD-I) Repayable on 20.07.2011 5,000,000 5,000,000 8.30 % Taxable 2006 (SD-II) Repayable on 28.04.2013 5,000,000 5,000,000 61,429,100 62,925,900

HUDCO Gujarat Punarnirman Special Taxfree Bonds

9.25% Tax free Bond Series ( I-C ) Repayable on 06.03.2012 1,309,500 1,309,500 9.00% Tax free Bond Series ( II-C ) Repayable on 28.03.2012 1,486,500 1,486,500 5.90% Tax free Bond Series ( III-B ) Repayable on 08.03.2013 @@ 75,000 75,000 6.40% Tax free Bond Series (IV-A) Repayable on 08.03.2013 @ 500,000 500,000 6.80% Tax free Bond Series (IV-B) Repayable on 08.03.2013 160,000 160,000 3,531,000 3,531,000

Bonds - Subordinated Debt under Tier - II Capital

Redeemable Bonds of Rs. 1,00,00,000 each

Repayable at par on 27.03.2012 5,000,000 5,000,000 5,000,000 5,000,000 69,960,,100 71,456,900

LOANS FROM GOVERNMENT OF INDIA UNDER :

Line of credit from KfW (Repayable after 22 years from the date of drawal)

5.75% (net) p.a.

[Due for repayment within one year Rs. Nil (P.Y. Rs. Nil)] 529,645 529,645 529,645 529,645 LOAN FROM FINANCIAL INSTITUTIONS : General Insurance Corporation of India & its four subsidiaries # (Repayable within 16th year from the date of drawal) 6.25% p.a. (net)

[Due for repayment within one year Rs. 43.12 crore (P.Y. Rs. 43.12 crore)]

267,280 698,560 267,280 698,560

National Housing Bank (Repayable within 6 years from the date of of drawal)

7.00% - 3,156,000 7.10%

[Due for repayment within one year Rs. 63.30 crore (P.Y. Rs. 63.30 crore)] - -

- 3,156,000 Life Insurance Corporation of India # (Repayable from 2nd to 16th year from the date of drawal)

6.25% p.a.

[Due for repayment within one year Rs. 133,334 1,233,334

96.67 crore (P.Y. Rs. 96.67 crore)]

133,334 1,233,334 400,614 5,087,894

LOAN FROM VARIOUS BANKS Against Banking Sector Fund (Repayable within 16 years from the date of drawal) [Due for repayment within one year Rs. 2534.73 crore (P.Y. Rs. 2534.73 crore)] 4.00% p.a. - 1,625 6.83% p.a. - 956,243 6.96% p.a. - 300,000 7.00% p.a. - - 7.37% p.a. - 23,375 7.46% p.a. - - 7.50% p.a. 285,720 428,576 8.50% p.a. - - 8.55% p.a. 100,000 400,000 8.75% p.a. - 6,750,000 Term Loan From Banks (PLR) 61,249,288 33,734,947 61,635,008 42,594,766

Against Banking Sector Fund ( Short Term)

(Repayable within one year) 6.25% p.a. - 1,200,000 6.50% p.a. 1,000,000 1,000,000 (Due for repayment within one year Rs. 220 crs. (previous year Rs.220 crs)

1,000,000 2,200,000 62,635,008 44,794,766

PUBLIC DEPOSITS [Due for repayment within one year Rs. 1256.85 crore (P.Y. Rs. 1256.85 crore)] 14,650,106 22,907,893 14,650,106 22,907,893

INTEREST BEARING CASH SECURITIES 1,743 4,148 1,743 4,148

LOANS IN FOREIGN CURRENCY Loan from JBIC (Repayable from 20 January 2006 to 20 July 2023) - Swapped in two tranches with SBI - 1,270,638 - Swapped in one tranche with ICICI Bank 247,405 363,854 247,405 - Unswapped portion of JBIC 2,375,690 741,132 [Due for repayment within one year Rs. 16.33 crore (P.Y. Rs. 16.33 crore)] 2,623,095 2,375,624

Loan from Asian Development Bank 6 months LIBOR for US $ + 0.40% p.a. 3,153,215 3,354,765 [Due for repayment within one year Rs. 9.02 crore (P.Y. Rs. 9.02 crore)] 3,153,215 3,354,765

Loan from US Capital Market (Guaranteed by USAID & Counter Guaranteed by Canara Bank)

(Repayable from March 2010 to September 2029)

6 months LIBOR for US $ + 0.18% p.a. (USAID-1) 403,300 425,100 (Repayable from March 2011 to September 2030)

6 months LIBOR for US $ + 0.035% p.a. (USAID-2) -Swapped in one tranche with ICICI 446,500 902,800 Bank 422,370 - [Due for repayment within one year Rs. 4.43 crore (P.Y. Rs. 4.43 crore)] 1,272,170 1,327,900 7,048,480 7,058,289

155,995,696 153,309,535

(vi) Any Material Development or change at the time of issue which may affect the Issue or the investors decisions to invest in debt securities : Nil

(vii) Particulars of debt Securities Issued (i) for consideration other than cash (ii) at a premium or discount (iii) in pursuance of an option – nil

Details of borrowings in the past has been given in clause (ix) of the offer document

(viii) Highest Ten Holders of Debentures (as on 31.03.2011)

S.No. Name of the Bank/FI Amount (in Rs.) 1 State Bank Of India 94590000 2 Canara Bank 73500000 3 Union Bank of India 72290000 4 Bank of India 56750000 5 Indian Bank 55670000 6 The B.E.S.and T. Undertaking Provident Fund 55300000 7 The Surat Peoples Co-op Bank Ltd. 50000000 8 Corporation Bank 44290000 9 Bank of Baroda 37830000 10 Syndicate Bank 27830000 Total 568050000

Highest Ten Lenders of Term Loan (as on 31.03.2011)

S.NO NAME OF PARTY AMOUNT (in RS.) 1 Canara Bank 17300000000 2 Bank of Baroda 13530000000 3 Vijaya Bank 6000000000 4 Bank of Maharashtra (PE) 5000000000 5 Union Bank of India 4891666000 6 United Bank of India 4339822000 7 State Bank of Bikaner & Jaipur 3012800000 8 State Bank of Travancore 2900000000 9 Syndicate Bank 1940000000 10 Oriental Bank of Commerce 1255000000 Total 60169288000

Highest Ten Bondholders (as on 31.03.2011)

S.NO NAME OF PARTY AMOUNT (in Rs.) 1. Life Insurance Corporation of India 18895000000 2. General Insurance Corporation of India 2440000000 3. United India Insurance Company Limited 1534000000 4. CBT EPF EPS A/c HSBC AMC Ltd. 1500000000 5. Nuclear Power Corp. of India Ltd. 1459000000 6. LIC A/c Varishtha Pension Bima Yojana 1250000000 7. The Oriental Insurance Co. Ltd. 1000000000 8. Food Corporation of India CPF Trust 931000000 9. Provident Fund of Tata Steel Limited 806500000 10 Bank of Baroda (Employees) Pension Fund 780000000 Total 30595500000

(ix) OFFERING DETAILS

Issue of Secured, Redeemable, Non-Convertible, Non-cumulative and Taxfree Bonds in the nature of Promissory note of face value of Rs. 1,00,000/- each aggregating to Rs 200 crore plus green shoe option to retain over subscription on private placement basis.

Principal Terms and Conditions of the Issue

The bond will be subject to the terms of the Private Placement of the Bonds as stated in the offer document and as specified in the terms of bond issue pursuant to the resolution(s) passed by the Board of Directors in their meeting held on 24.03.2011 in New Delhi, the relevant statutory guidelines and regulations for allotment and listing of securities issued from time to time by the Govt of India (GOI), Reserve Bank of India (RBI), SEBI and the Stock Exchanges concerned, the terms of this bond issue and applicable form.

Nature of Bonds

The Bonds are Secured, Redeemable, Non-Convertible, Non-Cumulative, Taxfree issued in the nature of promissory notes. The bonds proposed to be issued are Secured by a floating first paripassu charge on present & future receivables of HUDCO to the extent of amount mobilized under the issue. HUDCO reserves its right to create first paripassu charge on present & future receivables for its present & future financial requirements.

Authority for the Issue/Placement

The present issue of Bonds is being made pursuant to Article 40 of the Article of Association of Housing and Urban Development Corporation Limited and has been authorized by the resolution(s) passed by the Board of Directors in their 481st meeting held on 24.03.2011 in New Delhi in pursuance to Section 292 (1) and (2) of the Companies Act, 1956 along with all other applicable provisions and for the purpose of resource mobilization of Rs.5000 crore for FY 2011-12. No further approvals are required from any Government authority for the private placement.

Eligibility of HUDCO to come out with the issue

CBDT Notification No. 52/2011.F.No.178/56/2011-(ITA.1)

In exercise of the powers conferred by item (h) of sub-clause (iv) of clause (15) of section 10 of the Income-tax Act, 1961 (43 of 1961), the Central Government hereby authorizes the HUDCO Ltd., to issue, during the financial year 2011-2012, tax free, secured, redeemable, non-convertible bonds of rupees 1,000 each in case of public issue and rupees 1,00,000 each in other cases, aggregating to rupees 5000 crore.

HUDCO, its Directors and authorized officers have not been prohibited from accessing the debt market under any order or directions passed by SEBI/any other Govt. Authority.

(x) ISSUE SIZE: Rs. 200 crore plus green shoe option to retain over subscription.

(xi) OBJECTS OF THE ISSUE: The bonds are issued for augmenting the resource base of HUDCO and to give a boost to the development of infrastructure in housing sector.

Force Majeure

HUDCO reserves the right to withdraw the Issue prior to the closing date in the event of any unforeseen development adversely affecting the economic, and regulatory environment. In such an event, the issuer reserves the right to change the Issue Schedule/Tenure/Amount/Coupon Rate.

Minimum Subscription

As the current issue of Bonds is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size.

Underwriting

The present Issue of Bonds on private placement basis has not been underwritten.

Terms of Payment

The full face value of the Bonds applied for is to be paid alongwith the application form. Investor(s) need to send in the application form and the cheque(s)/ demand draft(s) for the full face value of the Bonds applied for.

Face Value per bond Minimum Application for Amount payable on application per bond Rs. 100000/- 1 Bond Rs. 100000/-

(xii) Undertaking for common form of transfer: Transfer of Bonds in Dematerialized form would be in accordance with the rules/ procedures as prescribed by Depositories Act, 1996. However, the necessary transfers will be affected by the Depository, NSDL/CDSL. The concerned depository shall inform the Registrar about the rightful owners of the bonds for payment of interest and principal amount.

(xiii) Redemption amount: At par Period of maturity: Option I: 10 years from the date of allotment Option II: 15 years from the date of allotment

Coupon rate: Option I: 8.09% p.a. fixed payable annually Option II: 8.16 % p.a. fixed payable annually

(xiv) Placement Programme/ Issue Size

HUDCO is placing Secured, Redeemable, Non-Convertible, Non-cumulative, Taxfree Bonds in the nature of promissory notes of face value of Rs. 1,00,000 each aggregating to Rs. 200 crore plus green shoe option to retain over subscription .

Who can apply

This issue of Private Placement of Secured, Redeemable, Non-convertible Taxfree Bonds in the nature of promissory notes is being offered to various categories of investors as mentioned below :

 Banks, Financial Institutions.  Regional Rural Banks  Co-operative Banks  Insurance Companies  Provident Funds, Superannuation Funds and Gratuity Funds and other trusts, which are authorized to invest in bonds.  Mutual Funds

 Companies, bodies corporate and societies registered under the applicable laws in India and authorized to invest in the Bonds.  Scientific and / or Industrial Research Organizations, which are authorized to invest in the Bonds.  Resident Individuals/HUF  Trusts

Succession

In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders .for the time being, the Company shall recognize the executor or administrator of the deceased Bondholder, or the holder of succession certificate or other legal representative as having title to the Bond(s). The Company shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Company may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Bond(s) standing in the name of the deceased Bondholder on production of sufficient documentary proof or indemnity.

Investors should check about their eligibility before making any investment

The application must be accompanied by certified true copies of (1) Memorandum and Articles of Association/constitution / Bye-laws (2) resolution authorizing investment and containing operating instructions (3) attested specimen signatures of authorized signatories and (4) necessary forms for claiming exemption from deduction of tax at source on the interest income / interest on application money, wherever applicable. The applicant must give the demat account details, bank account details, PAN number and other necessary documents for verification of address details.

KYC Documentation Checklist

Sl. Categories of Identification documents required. No. depositors/Bondholders 1. Individuals (i) Passport (ii) PAN card (iii) Voter's Identity Card - Legal name and any other (iv) Driving license names used (v) Identity card (subject to the HFC's satisfaction) (vi) Letter from a recognized public authority or public servant verifying the identity and residence of the customer to the satisfaction of HFC - Correct permanent address (i) Telephone bill (ii) Account statement (iii) Letter from any recognized public authority (iv) Electricity bill (v) Ration card (vi) Letter from employer (subject to satisfaction of the HFC) (any one document which provides customer information to the satisfaction of the HFC will suffice ) One recent passport size photograph except in case of transactions referred to in Rule 9(1) (b) of the PML Rules.

2. HUF i. Self-attested copy of PAN Card of HUF. ii. Bank details of HUF i.e. copy of passbook/Bank statement indicating HUF status of the applicant. iii. Self-attested copy of Proof of Address of Karta, Identity proof of Karta

iv. Photograph of Karta v. Self-attested copy of the Demat Account statement issued by the depository participant (DP) indicating HUF status of the applicant. vi. Declaration of HUF attached with the Application form.

3. Companies (i) Certificate of incorporation (ii) Memorandum & - Name of the company Articles of Association (iii) Resolution from the - Principal place of business Board of Directors and Power of Attorney granted - Mailing address of the company to its managers, officers or employees to transact - Telephone/Fax Number business on its behalf (iv) an officially valid - Email Address document in respect of managers, officers or employees holding an attorney to transact on its behalf . (v) Copy of the telephone bill 4. Trusts & Foundations (i) Certificate of registration, if registered (ii) trust - Names of trustees, settlers, deed (iii) Power of Attorney granted to transact beneficiaries and signatories business on its behalf (iii) Any officially valid - Names and addresses of the document to identify the trustees, settlers, founder, the managers/directors beneficiaries and those holding Power of Attorney, and the beneficiaries founders/managers/ directors and their addresses - Telephone/fax numbers (iv) Resolution of the managing body of the - Email Address foundation / association. (v) Telephone Bill. 5. Unincorporated association or (i) resolution of the managing body of such a body of individuals association or body of individuals (ii) power of - Email Address attorney granted to him to transact on his behalf (iii) an officially valid document in respect of the person holding an attorney to transact on his behalf (iv) and such other information as may be required by HFC to collectively establish the legal existence of such as association or body of individuals.

Application under Power Of Attorney

In the case of applications made by limited companies, corporate bodies, registered societies, trusts etc. a certified true copy of the Power of Attorney or resolution authorizing to invest in this issue, as the case may be along with a certified copy of the Memorandum & Articles of Association and /or Bye Laws and /or the Deed of Trust and the certified true copy of the Board Resolution, must be lodged along with the application or sent directly to HUDCO along with a copy of the Application Form. Further modifications/additions in the power of attorney or authority should be notified to the RTA.

Procedure for application by Mutual Funds

The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of a) SEBI registration certificate b) Resolution authorizing investment and containing operating instructions c) Specimen signatures of authorized signatories Please note that investment in each scheme should be supported by separate application form, along with aforesaid documents as required.

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications,

provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made.

Market Lot

The market lot will be one bond.

Minimum Application

Minimum application shall be as per the Term Sheet in this Offer Document.

Form

HUDCO will issue Bonds to the investors in dematerialized form only.

Depository Arrangements

The Company has appointed M/s Karvy Computer Share Pvt. Ltd. As Registrars & Transfer Agent for the present bond issue. The Company has made necessary depository arrangements with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for issue and holding of Bonds in dematerialized form.

Investors can hold the bonds only in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time.

Allotment in case of over subscription

In case of over subscription, HUDCO shall be making allotment on such basis as decided by the HUDCO. The decision of HUDCO in regard will be final and binding on all applicants.

Interest on Application money

Applicants will be paid interest on their application money at coupon rate from the date of credit of the Application money in HUDCO‟s account upto one day prior to the date of allotment on Actual/Actual day count convention (as per SEBI Regulations). Interest on application money will be sent to the investor by way of a warrant/ cheque/DD/ electronic transfer etc. will be dispatched by Speed Post/ Registered Post/ Courier at the allottees‟ risk. Income Tax as applicable will be deducted at source at the time of payment of interest on application money. Those desirous of claiming exemption from tax are required to submit a certificate as per prevailing tax laws issued by the income-tax officer concerned in form 15AA or submit form 15G/15H etc. in duplicate as applicable along with the application form. Unsuccessful applicants i.e. in case of non-allotment , the interest on application money would also be paid at the coupon rate.

The interest cheque(s)/ demand draft(s) for interest on application money (alongwith Refund Orders/ECS/RTGS etc, in case of refund of application money, if any) shall be dispatched by the Company within 30 days from the Deemed Date of Allotment and the relative interest warrant(s) alongwith the Refund Order(s), as the case may be, will be dispatched by registered post to the sole/first applicant, at the sole risk of the applicant.

Computation of Interest

The interest payment shall be made on annual basis, on the date as mentioned in the Term Sheet in this Offer Document. In case the date the allotment is different from interest payment date then the first interest payment shall be computed on actual number of days from the date of allotment (or) realization of funds whichever is later, to a date immediately preceding the interest payment date. Subsequently, interest payments will be made annually on the date(s) as mentioned in the Term Sheet in this Offer Document.

The last interest payment shall again be calculated on actual no. of days i.e. from interest payment date to a day immediately preceding the redemption date. Actual/Actual day convention shall be followed (as per SEBI Regulations).

Interest Payments

On the Interest payment date, interest will be paid by cheques / Pay orders/ Electronic transfer etc. to those bondholders whose names appear in the list of beneficial owners given by the depository to HUDCO, by Registered. Post/Speed Post. These names would be as per the depository‟s record on the record date as fixed by HUDCO for the purpose of interest payment.

In case of interest payment through cheque(s), the cheque will be issued to the Registered Bondholder before the due date for payment of interest every year. These cheque(s) will be valid for a period of six months from the date of cheque. In the event of its non-encashment within this period, HUDCO shall revalidate said cheques on receipt of request from registered bondholders.

Deemed Date of Allotment

Deemed date of allotment will be as per the terms of the bond issue of each series. All the benefits under the bonds will accrue to the investors from the deemed date of allotment. The actual allotment of Bonds may take place on a date other than the Deemed Date of Allotment. HUDCO reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any notice. In case if the issue closing date is revised (pre-poned/postponed), the Deemed Date of Allotment may also be revised (pre-poned/ postponed) by HUDCO at its sole and absolute discretion.

Tax Benefits

These bonds carry a tax free status as per Notification No. 52/2011.F.No.178/56/2011-(ITA.1) issued by Government of India, Ministry of Finance, Department of Revenue, (Central Board of Direct Taxes) on 23.09.2011. The same is published in the Gazette of India, Extraordinary, Part II, Section 3, Sub section (ii). The interest on application money will be taxed as per the prevailing income tax rates. However the bond holders are advised to also consult their own tax advisor on the tax implications of the ownership and sale of bonds, and income arising thereof.

Further, the benefit under Section 10(15) (iv) (h) of the Income Tax Act, 1961 (43 of 1961), shall be available only to Bondholder(s) who have registered their name(s) and holdings with HUDCO.

Record Date

The Record Date for all interest payments and for the repayment of the face value amount upon redemption of the Bonds will be the day immediately preceding the period of 15 days prior to the interest payment date or redemption date as the case may be. Interest payment/ repayment will be made to the bondholders as appearing on the record date. Interest will be paid as mentioned under the head „Interest Payment Dates‟ under Term Sheet in this Offer Document. In case of bonds carrying call/ put options, notice for exercise of such option will be given by Investor at least 30 days before the option date. The Record Date for exercise of such option shall be 15 days prior to the early redemption date.

In case the Record Date/Book Closure Date falls on Sunday/Holiday, the day prior to the said Sunday/Holiday will be considered as the record date/book closure date.

Issue of duplicate interest warrant(s)

If any, Interest Warrant(s) is lost, stolen or destroyed, then upon production of proof thereof, to the satisfaction of HUDCO and upon furnishing such indemnity & affidavit, as HUDCO may deem adequate,

new interest warrants shall be issued. No interest would be payable for the delay on interest received in such a case.

Payment of Principal on Redemption

On the redemption date, redemption proceeds would be paid by cheques / Pay orders / electronic transfer etc. to those bondholders whose names appear on the list of beneficial owners given by the depository to HUDCO. These names would be as per the depository‟s record on the record date fixed by HUDCO for the purpose of redemption. These bonds will simultaneously cease to exist. It may be noted that in the entire process mentioned above, no action is required on the part of Bondholders.

Further, the Issuer will not be liable to pay interest, income or compensation of any kind from the date of such redemption of the Bonds.

In the case of joint-holders, redemption proceeds shall be paid to the one whose name stands first in the list of beneficial owners given by the depository to HUDCO.

The Bonds shall be taken as discharged on payment of the redemption amount by the Company. Such payment will be a legal discharge of the liability of the Company towards the Bondholders. On such payment being made, the Company will inform NSDL/CDSL and accordingly the account of the Bondholders with NSDL/CDSL will be adjusted.

The liability of the Company shall stand discharged on posting of redemption warrants by Registered Post and / or remitting the redemption proceeds through ECS / EFT / RTGS to the above said Beneficiaries No claim, damages or penal interest in respect of delayed payment, etc. shall lie upon the Company in the event of non-receipt of the same by the addressee Bondholder.

Declaration regarding Non-default

HUDCO has not defaulted in payment of interest or principal redemption proceeds in any of the past bond servicing of HUDCO. HUDCO has not defaulted in case of non-allotment of bonds as well as refund of application money.

The Register of Bondholders containing necessary particulars will be maintained by HUDCO, at such a place, as it may decide.

Effect of Holidays

Should any of the dates defined above or elsewhere in the Information Memorandum, excepting the Deemed Date of Allotment, fall on a Sunday or a Holiday, the next working day shall be considered as the effective date(s).

In case any Interest Payment Date(s) and/or the date of Redemption falls on a Holiday, interest/ redemption will be paid on the next working day (i.e. a day on which scheduled commercial banks are open for business in New Delhi).

Trading of Bonds

The marketable lot for the purpose of trading of Bonds shall be Rs.1 lakh. Trading of Bonds would be permitted in demat mode only in standard denomination of Rs.1 lakh and such trades shall be cleared and settled in recognised stock exchange(s) subject to conditions specified by SEBI. In case of trading in Bonds which has been made over the counter, the trades shall be executed and reported on a recognized stock exchange having a nation wide trading terminal or such other platform as may be specified by SEBI.

Mode of Transfer of Bonds

Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery instructions containing details of the buyer‟s DP account to his depository participant.

Undertakings from the Issuer

HUDCO hereby undertakes that . The complaints in respect of the issue would be attended to expeditiously and satisfactorily. . HUDCO would take necessary steps for completion of the necessary formalities for listing & commencement of trading at stock exchange where the securities are to be listed. . HUDCO would take necessary steps for completion of the necessary formalities for listing & commencement of trading at stock exchange where the securities are to be listed. . HUDCO shall ensure dispatch of refund orders by registered post only and adequate funds for the purpose shall be made available. . HUDCO shall co-operate with the rating agencies in providing true and adequate information. The funds to be raised through the private placement are to augment long-term resources of HUDCO and not for a specific project. Hence, no monitoring agency is required to be appointed. . Since it is a private placement of bonds and HUDCO is a public financial institution under Section 4A of the Companies Act, 1956, all monies received out of issue of bonds shall be utilized for the purpose as a stated in this Memorandum, without waiting for allotment of bonds/ listing of bonds. However, HUDCO undertakes to refund the application money in case the allotment is not done within 30 days and / or the application for permission to deal in bonds is not granted by NSE. (Please refer to sub-title „Listing‟ and „Interest in case of delay on allotment/dispatch‟ of this Memorandum). . Name & address of the bonds/debenture trustee is disclosed in this Memorandum and HUDCO shall also disclose the same in the Annual Report. . HUDCO shall provide a compliance certificate to the bonds/debenture trustee in r/o compliance with the terms and conditions of issue of bonds as contained in this Memorandum.

Modification of Rights

The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with the consent, in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of the Bonds or with the sanction accorded pursuant to a special resolution passed at a meeting of the Bondholders, provided that nothing in such consent or resolution which modifies or varies the terms and conditions of the Bonds shall be operative against the Company, if the same are not accepted by the Company, in writing.

Future Borrowings

HUDCO shall be entitled, from time to time, to make further issue of Bonds and/or Bonds to the Public, members of HUDCO and/or to any other person(s) and/or to raise further loans, advances Public Deposits from financial institutions, banks and/or any other person (s) on the security or otherwise of its properties without the consent of the Trustees and without any approval from the Bondholders.

Right to Purchase/ Reissue the Bond(s)

HUDCO may purchase the bonds in the open market, through market makers or otherwise. Such bonds may be cancelled, held, resold or reissued. Where HUDCO purchases bonds, HUDCO shall have and shall be deemed always to have the right to keep such bonds alive for the purpose of resale or reissue and in exercising such right, HUDCO shall have and deemed always to have the power to resell or reissue the same bonds or by issuing other bonds in lieu thereof.

Trustees to the Bondholders

The Company has appointed PNB Investment Services Limited to act as Trustees for the Bondholders (hereinafter referred to as “The Trustees”).

HUDCO and the Trustees will enter into a Trusteeship Agreement specifying inter alia, the powers, authorities and obligations of the Trustees and HUDCO.

All the rights and remedies of the bondholders shall vest in and shall be exercised by the Trustees without reference to the bondholders. Any payment made by HUDCO to the trustees on behalf of the bondholders shall discharge HUDCO pro tanto to the bondholders. No bondholder shall be entitled to proceed directly against HUDCO unless the Trustees, having become to bound to proceed, fail to do so.

Retirement and Removal of Trustees

The Trustees declare that they shall not revoke the Trust hereby declared till the Bonds are paid off in full, retire or resign from their office as Trustees without assigning any reason whatsoever and without obtaining the previous consent of a Resolution of at least three-fourth in value of the Holders of such Bonds outstanding at that time, and thereupon the power to nominate the new Bond Trustees shall be vested in the Holders for the time being of the said Bonds and the Trustees shall execute and cause to be registered such Deed of Appointment of New Trustees on the same terms and conditions and with the same trust, power and authorities as are stipulated herein.

Governing Law

The Bonds are governed by and shall be construed in accordance with the existing Indian laws. Any dispute between HUDCO and the Bondholder will be subject to the jurisdiction at Delhi.

Postage of Instruments

Refund Order(s)/Interest cheque(s)/Redemption Cheque(s), as the case may be will be sent by registered post / courier/ speed post at the risk of the applicant, to the sole/ first applicant. HUDCO shall not be responsible for any kind of postal delay.

Rights of Bondholders

The Bondholders will not be entitled to any other rights and privileges of shareholders other than those available to them under statutory requirements. The Bonds shall not confer upon the holders the right to receive notice, or to attend and vote at the General Meeting of HUDCO. The principal amount and interest on Bonds will be paid to the registered bondholders only, and in the case of joint holders, to the one whose name stands first. The Bonds shall be subject to the terms and conditions incorporated in Term Sheet of this Offer Document, Depository Rules and SEBI guidelines and clarification on private placement of debt issues.

Amendment to the Terms of the Bonds

HUDCO reserves the right to change the issue programme/ structure as indicated in the Information Memorandum. In the event of exercise of such a right, the investors will be intimated the revised schedule/ structure. Investors may note that in such an event, the dates and times mentioned will stand revised accordingly. HUDCO may amend the terms of the Bond(s) at any time by a resolution passed at a meeting of the Bondholders with the consent of the Bondholders holding in the aggregate more than 75% in nominal value of the Bonds held and outstanding under the respective schemes from those present and voting.

Obligations of Bondholders

Every investor in the Bonds, including any initial investor as well as any subsequent purchaser, shall be deemed to have:

(a) (1) sufficient knowledge, experience and expertise to make the investment in the Bonds; (2) not relied on the Company or any of the Arrangers to the Issue for any specific or additional information, advice or recommendations as to the Bonds, other than the information set forth in this Disclosure Document; (3) understood that information contained in this Disclosure Document, or any other document issued by the Company is not to be construed as business, investment, tax or legal advice; and (4) made an independent evaluation and judgment of all risks and merits before investing in the Bonds;

(b) the legal ability to invest in the Bonds, and to have ensured that the investment does not contravene any provision of any applicable law or regulation, or any contractual restriction, obligation or undertaking binding on or affecting the Bondholder, or its assets;

(c) reviewed and understood the risks pertaining to and the terms and conditions applicable to the Bonds as contained in this Disclosure Document and the Application Form attached herein, and on an independent assessment thereof, determined that the Bonds are a suitable investment and that the Bondholder can bear the economic risk of that investment;

(d) understood that returns on the Bonds may be lower than prevalent market interest rates (including any amounts payable on maturity, redemption, sale or disposal of the Bonds), and that the Bondholder may receive no income, or less income than the Bondholder may have expected, or obtained by investing elsewhere or in similar investments;

(e) understood that in the event that the Bondholder suffers adverse consequences or loss, the Bondholder shall be solely responsible for the same and the Company shall not be responsible, in any manner whatsoever, for any adverse consequences or loss suffered by the Bondholder including but not limited to on the basis of any claim that no adequate disclosure regarding the risks involved were made or that the full risks involved were not explained or understood;

Notices

The notices to the Bondholder(s) required to be given by HUDCO shall be deemed to have been given if sent by courier/ordinary post to the original sole/first holder of the Bonds or if an advertisement is given in a leading newspaper/or on the website of HUDCO.

All notices to be given by the Bondholder(s) shall be sent by registered post or by hand delivery to HUDCO or to such persons at such address as may be notified by HUDCO from time to time.

Procedure for allotment of Bonds in Demat form

1. Investor(s) should have / open a Beneficiary Account with any Depository Participant of NSDL or CDSL

2. Responsibility for correctness of investor‟s details like address, PAN etc. given in the Application Form vis-à-vis those with the investor‟s Depository Participant would rest with the investors. Investors should ensure that the names of the sole/all the applicants and the order in which they appear in the application form should be same as Registered with the Investor‟s Depository Participant.

3. For allotment of Bonds in dematerialized form, the beneficiary account number and depository participants ID shall be specified in the relevant columns of the Application Form. In case the information is missing, the application may be rejected for being considered for allotment.

4. If incomplete/incorrect Beneficiary Account details are given in the application form, which do not match with the details in the Depository System, the allotment of bonds shall be held in abeyance till such time satisfactory demat account details are provided by the Investor.

5. The Bonds allotted to investor, would be directly credited to the Beneficiary Account as given in the application form after verification. Allotment advice/refund order (if any) would be sent directly to the applicant and the confirmation of the credit of the bonds to the investor‟s Depository Account will be provided to the investor by the investor‟s Depository Participant.

6. Interest or other benefits with respect to the bonds held in dematerialized form would be paid to those bondholders whose names appear on the list of beneficial owners given by the Registrar & Transfer Agent to HUDCO as on the Record Date. In case, the complete details of beneficial owner is not identified by the depository on the Record Date due to any reason whatsoever, HUDCO shall keep in abeyance the payment of interest or other benefits, till such time the beneficial owner is identified by the depository and intimated to HUDCO. On receiving such intimation, HUDCO shall pay the interest or other benefits to the beneficiaries identified, within a period of 15 days from the date of receiving such intimation. HUDCO is not liable to pay interest/any other payment of any kind on interest for the period for which the interest is held in abeyance.

(xv) Investors may please note that the bonds in demat form can be traded only on the National Stock Exchange having electronic connectivity with NSDL or CDSL.

How to apply

The full face value of the Bonds/part thereof has to be paid upon application or in case of any change the same shall be indicated in the Term Sheet of this Offer Document.

The investors must complete the application form for the Bonds applied for in the prescribed application form, and in block letters in English.

Application Forms must be accompanied by either a Demand Draft or Cheque of the amount as intimated by the HUDCO/Arranger and made payable in favour of “Housing and Urban Development Corporation Ltd.” And crossed “Account Payee only”.

Investors are advised to immediately inform HUDCO/Arranger the bank details, name of bank, branch, place, cheque/DD/RTGS details in respect of funds deposited in favour of HUDCO.

Documents to be provided by the investors

Investors need to submit the following documents, along-with the application form, as applicable.

. Memorandum and Articles of Association/Trust Deed . Board Resolution authorizing the investment. . Power of Attorney . Specimen signatures of the authorized signatories (ink signed), duly certified by an appropriate . authority. . Govt. Notification (in case of Primary Co-operative Bank and RRBs) . Copy of PAN Card . Copy of a Cancelled cheque for ECS payments

PAN Number

It is mandatory for every applicant to mention his Permanent Account Number (PAN) allotted under the Income Tax Act, 1961 and furnish a self-attested copy of the same along with the application form.

Right to Accept or Reject Applications

The Company reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realisation of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money.

Application would be liable to be rejected on one or more technical grounds, including but not restricted to: a. Number of bonds applied for is less than the minimum application size; b. Applications exceeding the issue size; c. Bank account details not given; d. Details for issue of bonds in electronic/ dematerialised form not given; PAN/GIR and IT Circle/Ward/District not given; e. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted; In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such Bonds will be refunded, as may be permitted.

Nomination Facility

The Companies Act vide Section 109A gives the Bondholder an option to nominate a person to whom his bond(s) shall rest in the event of his death. Nomination can be made only by individuals. Nominee can only be an individual and not more than one person can be nominated. If the applicant makes more than one Nominee the first Nominee will be registered. Nominee shall become entitled to the bond(s) in the event of death of the bond holder on production of death certificate or such other evidence as may be required by HUDCO. Nomination shall be made in Form 2B under the Companies (Central Government) General Rules & Forms, 1956.

Debenture Redemption Reserve

The Government of India, Ministry of Company Affairs has vide General Circular No. 9/2002 No.6/3/20001-CL.V dated April 18, 2002 clarified that Public Financial Institutions need not create Debenture Redemption Reserve as specified under section 117C of the Companies Act, 1956.

(xvi) The issue is being made at par

(xvii) Servicing Behavior: The payment of interest & repayment of principal is being done in a timely manner on the respective due dates.

(xviii) The bonds proposed to be issued are Secured by a floating first paripassu charge on present & future receivables of HUDCO to the extent of amount mobilized under the issue. HUDCO reserves its right to create first paripassu charge on present & future receivables for its present & future financial requirements.

SUMMARY TERM SHEET Instrument Secured, Redeemable, Non-Convertible, Non-cumulative, Tax-free Bonds in the nature of Promissory notes issued on Private Placement basis Face Value Rs.1,00,000 per Bond Form of Issuance Dematerialized Minimum 1 bond Application Size Trading Trading in Demat only Listing Proposed to be listed on NSE Interest Payment Annually, on the interest payment till the date of redemption.

Issue Size RS. 200 CRORE PLUS GREEN SHOE OPTION Rating HUDCO's Credit Rating for the proposed bond issue is affirmed at `AA+' by Fitch Ratings India Private Limited and CARE Ratings. Instruments with this rating are considered to offer high safety for timely servicing of debt obligations and carry very low credit risk. Maturity & Option I :At par 10 year from the date of allotment Option II : At par 15 year from the date of Redemption allotment Coupon rate Option I : 8.09% p.a. fixed payable annually Option II : 8.16 % p.a. fixed payable annually Interest Payment Option I & II : 30TH September every year till the date of redemption Date Issue & Redemption At par Price Deemed date of 12.12.2011 allotment Interest on At coupon rate from the date of credit in HUDCO‟s account till a day prior to the deemed date of application money allotment. Trustees PNB Investment Services Ltd. Registrar & Transfer M/s Karvy Computer Share Pvt. Ltd. Agent Minimum Application should be for a minimum one bond subscription of debt security Issue Time Table: Issue opening date 03.11.2011 Issue closing date 30.11.2011 Pay – in – dates During the issue period. (The Company reserves the right to shift the Pay in Dates. The Company may at its sole discretion accept the subscription amount after the Pay in Date.) Record Date The record date for interest payment and for the redemption of the bonds will be a day immediately preceding book closure period i.e. 15 days prior to the interest payment / redemption date. Interest payment/repayment will be made to the bondholders as appearing in the beneficiary position on the record date. Security The bonds proposed to be issued are Secured by a floating first paripassu charge on present & future receivables of HUDCO to the extent of amount mobilized under the issue. HUDCO reserves its right to create first paripassu charge on present & future receivables for its present & future financial requirements.

Collecting Banker (s) Axis Bank, IDBI Bank, Vijaya Bank & Union Bank

DECLARATION

It is hereby declared that this Disclosure Document contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008.

The Company also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading.

The Disclosure Document also does not contain any false or misleading statement.

The Company accepts no responsibility for the statement made otherwise than in the Disclosure Document or in any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at his own risk.

Signed pursuant to the authority granted by Board of Directors of the Company at its meeting held on 24.03.2011.

For Housing and Urban Development Corporation Ltd.

Sd/-

R. K. Khanna Sr. ED

Place: New Delhi Date: 03.11.2011