LETTER OF OFFER (For private circulation to equity shareholders of the Company only) GIC HOUSING FINANCE LIMITED (Incorporated on 12th December 1989 under the Companies Act, 1956 as GIC Grih Vitta Limited and renamed to GIC Housing Finance Limited on 16th November 1993) Registered and Corporate Office: Universal Insurance Building, 3rd Floor, Sir P.M. Road, Fort, Mumbai - 400 001. Tel: (022) - 2285 3866/68. (022) - 2285 1766/67 Fax: (022) – 2288 4985. E-mail: [email protected]; Website: www.gichfindia.com ISSUE OF 89,75,561 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PREMIUM OF RS. 6/- PER EQUITY SHARE AGGREGATING RS. 14,36,08,976 ON RIGHTS BASIS TO THE EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO OF 1 EQUITY SHARE FOR EVERY 2 EQUITY SHARES HELD ON BOOK CLOSURE DATE (i.e. 17th SEPTEMBER 2004). GENERAL RISKS: Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer, 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 offering. For taking an investment decision, investors must rely on their own examination of the Issuer and the offer including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this docu- ment. Specific attention of investors is invited to the statement of Risk Factors on pages i to iv of the Letter of Offer. ISSUER’S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to GIC Housing Finance Limited and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING: The Company’s existing Equity Shares are listed on BSE,the designated stock exchange, NSE, CSE and MSE. The Equity Shares to be issued through this Issue would also be listed on the Stock Exchanges mentioned above. The Company has received the in-principle approvals for listing from BSE, NSE, CSE and MSE vide their letters dated 23-08-2004, 12-08-2004, 03-09-2004, and 03-08-2004 respectively. LEAD MANAGER TO THE ISSUE REGISTRARS TO THE ISSUE UTI Securities Limited Sharepro Services 4th Floor, Merchant Chamber, Satam Estate, 3rd Floor, 41, Sir Vithaldas Thackersey Marg, Above Bank of Baroda, New Marine Lines, Chakala, Andheri (East), Mumbai - 400 020. Mumbai – 400 099. Tel:(022) 5667 0672/0684 Tel: (022) 2821 5168/5169 Fax: (022) 2203 0165 Fax: (022) 2837 5646 E-mail: [email protected] E-mail: [email protected] ISSUE OPENS ON Wednesday, September 29, 2004 LAST DATE FOR RECEIPT OF REQUESTS FOR SPLIT FORMS Wednesday, October 13, 2004 ISSUE CLOSES ON Thursday, October 28, 2004 GIC HOUSING FINANCE LIMITED TABLE OF CONTENTS RISK FACTORS i GENERAL INFORMATION 1 CAPITAL STRUCTURE 8 TERMS OF THE PRESENT OFFER 12 TAX BENEFITS TO THE COMPANY AND ITS SHAREHOLDERS 22 PARTICULARS OF THE ISSUE 25 COMPANY AND MANAGEMENT 25 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 55 FINANCIAL PERFORMANCE OF THE COMPANY 58 OUTSTANDING LITIGATIONS 72 PROMISE VS PERFORMANCE IN RESPECT OF PREVIOUS ISSUES 83 STOCK MARKET DATA FOR EQUITY SHARES OF THE COMPANY 84 BASIS OF ISSUE PRICE 85 MATERIAL CONTRACTS AND INSPECTION OF DOCUMENTS 88 GIC HOUSING FINANCE LIMITED ABBREVIATIONS AND GLOSSARY OF THE TERMS USED: ACT THE COMPANIES ACT, 1956 AGM ANNUAL GENERAL MEETING ARTICLES OR ARTICLES OF ASSOCIATION OR AOA ARTICLES OF ASSOCIATION OF THE COMPANY AS ACCOUNTING STANDARD AY ASSESSMENT YEAR BANKERS TO THE ISSUE HDFC BANK AND THEIR COLLECTING CENTRES THE BOARD OF DIRECTORS OF THE COMPANY OR THE COMMITTEE AUTHORISED TO ACT ON BOARD ITS BEHALF BSE/DESIGNATED STOCK EXCHANGE THE STOCK EXCHANGE, MUMBAI CAF COMPOSITE APPLICATION FORM CAR CAPITAL ADEQUACY RATIO CDSL CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED CSE THE CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED DEMAT DEMATERIALISED (ELECTRONIC/DEPOSITORY AS THE CONTEXT MAY BE) DP DEPOSITORY PARTICIPANT EMI EQUATED MONTHLY INSTALLMENT EPS EARNINGS PER SHARE THE ISSUED, SUBSCRIBED AND PAID UP EQUITY SHARE CAPITAL OF THE COMPANY AND THE EQUITY SHARES ADDITIONAL EQUITY SHARES OF THE COMPANY OFFERED PURSUANT TO THE RIGHTS ISSUE FCNR FOREIGN CURRENCY NON RESIDENT FEMA FOREIGN EXCHANGE MANAGEMENT ACT 1999, AND THE SUBSEQUENT AMENDMENTS THERETO FII FOREIGN INSTITUTIONAL INVESTOR AS DEFINED UNDER SEBI (FOREIGN INSTITUTIONAL INVESTORS) REGULATIONS, 1995 REGISTERED WITH SEBI AND AS DEFINED UNDER FEMA (TRANSFER OR ISSUE OF SECURITY BY A PERSON RESIDENT OUTSIDE INDIA) REGULATIONS, 2000 AND UNDER OTHER APPLICABLE LAWS IN INDIA FIPB FOREIGN INVESTMENT PROMOTION BOARD FY FINANCIAL YEAR GIC GENERAL INSURANCE CORPORATION OF INDIA GICHFL OR THE COMPANY GIC HOUSING FINANCE LIMITED GOI / GOVERNMENT GOVERNMENT OF INDIA GUIDELINES / SEBI SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES 2000 AND SUBSEQUENT GUIDELINES AMENDMENTS THERETO HFCs HOUSING FINANCE COMPANIES HUF HINDU UNDIVIDED FAMILY ISIN INTERNATIONAL SECURITIES IDENTIFICATION NUMBER ALLOTTED BY THE DEPOSITORY ISSUER GIC HOUSING FINANCE LIMITED ISSUE PRICE RS. 16 PER EQUITY SHARE OF RS. 10 EACH LEAD MANAGER UTI SECURITIES LIMITED LOF / LETTER OF OFFER LETTER OF OFFER OF THE COMPANY FOR THE RIGHTS ISSUE OF 89,75,561 EQUITY SHARES OF RS. 10 EACH MEMORANDUM OR MEMORANDUM OF ASSOCIATION OF THE COMPANY MEMORANDUM OF ASSOCIATION OR MOA GIC HOUSING FINANCE LIMITED MSE MADRAS STOCK EXCHANGE NICL NATIONAL INSURANCE COMPANY LIMITED IFCI IFCI LIMITED NEW INDIA THE NEW INDIA ASSURANCE COMPANY LIMITED NHB NATIONAL HOUSING BANK NPA NON PERFORMING ASSETS NR NON RESIDENT NRE NON RESIDENT EXTERNAL NRI NON RESIDENT INDIAN NRO NON RESIDENT ORDINARY NSDL NATIONAL SECURITIES DEPOSITORY LIMITED NSE NATIONAL STOCK EXCHANGE OF INDIA LIMITED OCB OVERSEAS CORPORATE BODIES OICL THE ORIENTAL INSURANCE COMPANY LIMITED PAN/GIR NO INCOME TAX PERMANENT ACCOUNT NUMBER / GENERAL INDEX REFRENCE NUMBER PLR PRIME LENDING RATE RBI RESERVE BANK OF INDIA BOOK CLOSURE DATE 17TH SEPTEMBER 2004 REGISTRARS / REGISTRARS SHAREPRO SERVICES TO THE ISSUE RIGHTS ISSUE PRESENT ISSUE OF 89,75,561 EQUITY SHARES OF RS. 10 EACH SEBI SECURITIES AND EXCHANGE BOARD OF INDIA SEBI GUIDELINES SEBI (DISCLOSURE & INVESTOR PROTECTION) GUIDELINES, 2000 SEBI (SAST) REGULATIONS SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTIANTIAL ACQUISITION OF SHARES AND TAKEOVERS), REGULATIONS, 1997 STOCK EXCHANGES NSE, BSE, CSE AND MSE REFERRED TO COLLECTIVELY SUUTI SPECIFIED UNDERTAKING OF THE UNIT TRUST OF INDIA UNITED INDIA UNITED INDIA INSURANCE COMPANY LIMITED In this Letter of Offer, all references to “Rupees” and “Rs.” are to the lawful currency of India. In this Letter of Offer, any discrepancies in any table between total and the sums of the amount listed are due to rounding off. Any percentage amounts, as set forth in “Risk Factors”, “Management’s discussion and analysis of financial condition and results of operations” and elsewhere in this Letter of Offer, unless otherwise indicated, have been calculated on the basis of the amounts disclosed in the financial statements prepared in accordance with the Indian Accounting Standards. GIC HOUSING FINANCE LIMITED RISK FACTORS An investment in Equity Shares involves a high degree of risk. The investor should carefully consider all of the information provided in this Letter of Offer, including the risks and uncertainties described below, before making an investment in the Company’s Equity Shares. If any of the following risks actually occur, Company’s business, results of operations and financial condition could suffer, the trading price of the Company’s Equity Shares could decline, and the investors may lose all or part of their investment. Note: Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implication of any risks mentioned herein under: Internal Risk Factors 1. The housing finance companies, including GICHFL face market risk because of lack of hard data and historical performance measures to assess the real risk. This is typical of developing markets like India. Management Perception: The setting up of Credit Information Bureau of India Ltd. (CIBIL) is a step in the direction of mitigating this risk. 2. Housing companies, including GICHFL face credit risk on account of the inherent nature of the business. Management Perception: GICHFL has a strong credit control mechanism in place with clear policies and guidelines in respect of scrutiny of any loan proposal. The effective appraisal systems are in place and followed uniformly. These measures minimize the credit risk to a great extent. 3. GICHFL faces Asset Liability Mismatch caused due to difference in maturity profile of assets and liabilities. Assets generated by HFCs have an average tenor of 10-15 years as against this; liabilities contracted are of a lesser tenor. Management Perception: The average tenor of the Assets generated by GICHFL is 13 years, whereas funds from banks are available for a maximum tenor of 7-8 years. This is a peculiar risk faced by Housing Finance companies. 4. The borrowings of GICHFL are largely linked to benchmarks like the PLR of banks and institutions and hence our debt is mainly floating in nature, exposing us to interest rate risk. Management Perception: The interest rate risk of the Company is minimized due to the fact that in the past 2 years around 80% of the loans disbursed has floating rate of interest.