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. 1 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. 2 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 3 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.