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PUNJAB NATIONAL BANK (Constituted Under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 As Punjab National Bank on July 19, 1969

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PUNJAB NATIONAL BANK (Constituted Under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 As Punjab National Bank on July 19, 1969 RED HERRING PROSPECTUS Dated February 14, 2005 100% Book Building Issue PUNJAB NATIONAL BANK (Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 as Punjab National Bank on July 19, 1969. On April 13, 1987, the Head Office of our Bank was changed from 5, Sansad Marg, New Delhi 110 001 to 7, Bhikhaiji Cama Place, New Delhi 110 066). Head Office: 7, Bhikhaiji Cama Place, New Delhi 110 066, India. Tel: (91 11) 2610 2303; Fax (91 11) 2610 8741 E-mail: [email protected]; Website: www.pnbindia.com PUBLIC ISSUE OF UP TO 80,000,000 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE AGGREGATING RS. [●] MILLION (THE “ISSUE”) BY PUNJAB NATIONAL BANK (“THE BANK” OR “THE ISSUER”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF UP TO 64,000,000 EQUITY SHARES OF RS. 10 EACH (THE “NET ISSUE”), A RESERVATION FOR EMPLOYEES OF UP TO 8,000,000 EQUITY SHARES OF RS. 10 EACH AND A RESERVATION FOR EXISTING SHAREHOLDERS OF UP TO 8,000,000 EQUITY SHARES OF RS. 10 EACH, AT THE ISSUE PRICE. THE ISSUE WOULD CONSTITUTE 25.37% OF THE FULLY DILUTED POST-ISSUE PAID-UP CAPITAL OF THE BANK AFTER GIVING EFFECT TO THE REDUCTION OF THE SHAREHOLDING OF THE PRESIDENT OF INDIA IN CONNECTION WITH THE CAPITAL REDUCTION AS DESCRIBED ON PAGE 22. PRICE BAND: RS. [●] TO RS. [●] PER EQUITY SHARE OF FACE VALUE RS. 10. THE PRICE BAND FOR THE ISSUE WILL BE DECIDED BY US IN CONSULTATION WITH THE BRLMS AND ADVERTISED AT LEAST ONE DAY PRIOR TO THE ISSUE OPENING DATE. WITH REGARD TO THE PRICE BAND/FLOOR PRICE, BIDDERS ARE ADVISED TO BE GUIDED BY THE MARKET PRICES OF OUR LISTED EQUITY SHARES. THE ISSUE PRICE IS [●] TIMES OF THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND [●] TIMES OF THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND In case of revision in the Price Band, the Bidding Period will be extended for three additional days after revision of the Price Band subject to the Bidding Period/Issue Period not exceeding 13 days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited and the Stock Exchange, Mumbai, by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers (“BRLMs”) and at the terminals of the Syndicate. The Issue is being made through the 100% Book Building Process wherein up to 50% of the Net Issue to the public shall be allocated on a discretionary basis to Qualified Institutional Buyers. Further, not less than 15% of the Net Issue to the public shall be available for allocation on a proportionate basis to Non- Institutional Bidders and not less than 35% of the Net Issue to the public shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Up to 8,000,000 Equity Shares shall be available for allocation on a proportionate basis to the Employees, subject to valid Bids being received at or above the Issue Price and the maximum Bid in this portion is limited to 500 Equity Shares. Up to 8,000,000 Equity Shares shall be available for allocation on a proportionate basis to the Existing Shareholders, subject to valid Bids being received at or above the Issue Price. RISK IN RELATION TO THE ISSUE The Issue Price (as determined by Punjab National Bank in consultation with the Book Running Lead Managers on the basis of assessment of market demand for the Equity Shares by way of book-building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. The market price of the existing Equity Shares of Punjab National Bank could affect the price discovery through book building and vice versa. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Bank and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page x. ISSUER’S ABSOLUTE RESPONSIBILITY The Bank having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Bank and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING ARRANGEMENT The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the National Stock Exchange of India Limited and the Stock Exchange, Mumbai, where the existing Equity Shares of the Bank are listed. We have received in-principle approval from the National Stock Exchange of India Limited and the Stock Exchange, Mumbai for the listing of our Equity Shares pursuant to letters dated January 18, 2005 and January 28, 2005, respectively. BOOK RUNNING LEAD MANAGERS ICICI SECURITIES LIMITED DSP MERRILL LYNCH LIMITED ENAM FINANCIAL JM MORGAN STANLEY ICICI Centre, Mafatlal Centre, 10th Floor, CONSULTANTS PVT LTD PRIVATE LIMITED H.T.Parekh Marg, Churchgate Nariman Point, 801/ 802, Dalamal Towers, 141, Maker Chambers III, Mumbai 400 020, India Mumbai 400 021, India Nariman Point, Nariman Point, Tel : (91 22) 2288 2460 Tel: (91 22) 226 21071 Mumbai 400 021, India Mumbai 400 021, India Fax : (91 22) 2282 6580 Fax: (91 22) 226 21187 Tel : (91 22) 5638 1800 Tel: (91 22) 1600 22 0004/5630 3030 E-mail : [email protected] E-mail: pnb_ [email protected] Fax: (91 22) 2284 6824 Fax: (91 22) 5630 1694 E-mail: [email protected] E-mail: [email protected] REGISTRAR TO THE ISSUE ISSUE PROGRAMME KOTAK MAHINDRA CAPITAL MCS LIMITED COMPANY LIMITED Sri Padmavati Bhavan BID / ISSUE OPENS ON : MONDAY, MARCH 7, 2005 rd Bakhtawar, 3 Floor, Plot No. 93, Road No. 16, 229, Nariman Point, MIDC Area, Andheri (East) Mumbai 400 021, India Mumbai 400 092 Tel: (91 22) 5634 1100 Tel: (91 22) 2820 1785 BID / ISSUE CLOSES ON : FRIDAY, MARCH 11, 2005 Fax: (91 22) 2284 0492 Fax: (91 22) 2820 1783 E-mail: [email protected] Email: [email protected] TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS i CERTAIN CONVENTIONS; USE OF MARKET DATA viii FORWARD-LOOKING STATEMENTS ix RISK FACTORS x SUMMARY 1 SUMMARY FINANCIAL INFORMATION 3 THE ISSUE 6 GENERAL INFORMATION 7 CAPITAL STRUCTURE 22 OBJECTS OF THE ISSUE 29 THE INDIAN BANKING SECTOR 31 BUSINESS 39 HISTORY AND CERTAIN CORPORATE MATTERS 62 SELECTED FINANCIAL INFORMATION 67 SELECTED STATISTICAL INFORMATION 72 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 90 RECENT DEVELOPMENTS 117 OUR MANAGEMENT 120 OUR PROMOTER, SUBSIDIARIES AND GROUP COMPANIES 127 RELATED PARTY TRANSACTIONS 149 REGULATIONS AND POLICIES 151 GOVERNMENT APPROVALS 182 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 185 DIVIDEND POLICY 208 OTHER REGULATORY DISCLOSURES 209 STATEMENT OF TAX BENEFITS 211 FINANCIAL INDEBTEDNESS 216 TERMS OF THE ISSUE 217 ISSUE STRUCTURE 220 ISSUE PROCEDURE 223 BASIS FOR ISSUE PRICE 241 STATUTORY AND OTHER INFORMATION 243 MAIN PROVISIONS OF CONSTITUTIONAL DOCUMENTS 248 FINANCIAL STATEMENTS F-1 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND U.S. GAAP 270 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 278 DECLARATION 280 DEFINITIONS AND ABBREVIATIONS DEFINITIONS Term Description “PNB” or “the Bank” or “our Bank” Punjab National Bank, a corresponding new bank constituted under the Banking or “Punjab National Bank ” Companies (Acquisition and Transfer of Undertakings) Act, 1970, and having its Head Office at 7, Bhikhaiji Cama Place, New Delhi 110 066, India. “we” or “us” and “our” Refers to Punjab National Bank and, where the context requires, its subsidiaries, which are PNB Housing Finance Limited, PNB Gilts Limited and PNB AMC Limited. Issue Related Terms Term Description Allotment Unless the context otherwise requires, the issue and allotment of Equity Shares, pursuant to this Issue. Auditors The statutory auditors of the Bank who are M/s. Surendar K. Jain & Co., Chartered Accountants, M/s. Mookherjee Biswas & Pathak, Chartered Accountants, M/s. M.C. Bhandari & Co., Chartered Accountants, M/s. P.K. Chopra & Co., Chartered Accountants, M/s. Ramanlal G. Shah & Co., Chartered Accountants and M/s. B.K. Ramadhyani & Co., Chartered Accountants. Bank Acquisition Act Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, as amended from time to time. Bank Regulations Punjab National Bank (Shares & Meetings) Regulations, 2000, as amended from time to time, which have been formulated by the Board of Directors in the exercise of powers conferred by Section 19 of the Bank Acquisition Act after consultation with the RBI and with previous sanction of the Government.
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