“IN THE NATURE OF FORM 2A - MEMOR<strong>AND</strong>UM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”ceipt of Application Forms from ASBA Applicants, upload thedetails of these Application Forms to the online platform of therelevant Stock Exchange(s) and submit these Application Formswith the SCSB with whom the relevant ASBA Accounts are maintainedin accordance with the Debt Application Circular. The SCSBshall block an amount in the ASBA Account equal to the ApplicationAmount specified in the Application Form.ASBA Applications in electronic mode will only be available withsuch SCSBs who provide such an electronic facility. In case ofASBA Applications in such electronic form, the ASBA Applicantshall submit the Application Form with instruction to block theApplication Amount either through the internet banking facilityavailable with the SCSB, or such other electronically enabledmechanism for applying and blocking funds in the ASBA Accountheld with SCSB, as would be made available by the concernedSCSB.Our Company, our directors, affiliates, associates and their respectivedirectors and officers, Lead Managers and the Registrarshall not take any responsibility for acts, mistakes, errors, omissionsand commissions etc. in relation to ASBA Applications acceptedby SCSBs and Trading Members, Applications uploadedby SCSBs, Applications accepted but not uploaded by SCSBs orApplications accepted and uploaded without blocking funds inthe ASBA Accounts. It shall be presumed that for Applicationsuploaded by SCSBs, the Application Amount has been blocked inthe relevant ASBA Account. Further, aall grievances against TradingMembers in relation to the Issue should be made by Applicantsdirectly to the relevant Stock Exchange(s).Please note that you cannot apply for the Bonds through theASBA process if you wish to be Allotted the Bonds in physicalform.Non-ASBA Applications(i) Non- ASBA Applications for Allotment of the Bonds indematerialised formApplicants may submit duly filled in Application Forms either inphysical or downloaded Application Forms to the Members ofthe Syndicate or the Trading Members accompanied by accountpayee cheques/ demand drafts prior to or on the Issue ClosingDate. The Members of the Syndicate and Trading Members shall,upload the non-ASBA Application on the online platform of therelevant Stock Exchange(s), following which they shall acknowledgethe uploading of the Application Form by stamping the acknowledgmentslip with the date and returning it to the Applicant.This acknowledgment slip shall serve as the duplicate of the ApplicationForm for the records of the Applicant and the Applicantshould preserve this and should provide the same for any grievancesrelating to their Applications.Upon uploading the Application on the online platform of therelevant Stock Exchange(s), the Members of the Syndicate andTrading Members will submit the Application Forms, along withthe payment instruments to the Escrow Collection Banks, whichwill realise the payment instrument, and send the Applicationdetails to the Registrar. The Members of the Syndicate/ TradingMembers are requested to note that all payment instruments arerequired to be banked with only the banking branches of theEscrow Collection Banks, details of which will be available at thewebsites of the Lead Managers at www.axiscap.in,www.edelweissfin.com, www.hdfcbank.com, www.karvy.com andwww.rrfinance.com/www.rrfcl.com, respectively (A link for the saidwebsites will be available at the website of the BSE atwww.bseindia.com and other relevant Indian stock exchanges attheir respective websites). Accordingly, Applicants are requestedto note that they must submit Application Forms to Trading Memberswho are located in towns/ cities which have at least one10 <strong>HOUSING</strong> <strong>AND</strong> <strong>URBAN</strong> <strong>DEVELOPMENT</strong> <strong>CORPORATION</strong> <strong>LIMITED</strong>banking branch of the Escrow Collection Banks. The Registrarshall match the Application details as received from the onlineplatform of the relevant Stock Exchange(s) with the ApplicationAmount details received from the Escrow Collection Banks forreconciliation of funds received from the Escrow Collection Banks.In case of discrepancies between the two data bases, the detailsreceived from the online platform of the relevant Stock Exchange(s)will prevail. Upon Allotment, the Registrar will credit the Bonds inthe demat accounts of the successful Applicants as mentioned inthe Application Form.Please note that neither our Company, nor the Members of theSyndicate, nor the Registrar shall be responsible for redressal ofany grievances that Applicants may have in regard to the non-ASBA Applications made to the Trading Members, including,without limitation, relating to non-upload of the Applications data.All grievances against Trading Members in relation to the Issueshould be made by Applicants to the relevant Stock Exchange(s).(ii) Non- ASBA Applications for Allotment of the Bonds in physicalformApplicants (except for Eligible QFIs) can also apply for Allotmentof the Bonds in physical form by submitting duly filled in ApplicationForms to the Members of the Syndicate or the Trading Members,along with the accompanying account payee cheques ordemand drafts representing the full Application Amount and KYCdocuments as specified in the sections titled “Issue Procedure –Applications by various Applicant Categories” and “Issue Procedure- Additional instructions specific for Applicants seekingAllotment of the Bonds in physical form” at pages 62 and 76 ofthe Prospectus Tranche -1, respectively. The Members of theSyndicate and Trading Members shall, upon submission of theApplication Forms to them, verify and check the KYC documentssubmitted by such Applicants and upload details of the Applicationon the online platform of the relevant Stock Exchange(s),following which they shall acknowledge the uploading of theApplication Form by stamping the acknowledgment slip with thedate and returning it to the Applicant. This acknowledgment slipshall serve as the duplicate of the Application Form for the recordsof the Applicant and the Applicant shall preserve this and shouldprovide the same for any queries relating to non-Allotment ofBonds in the Issue.Upon uploading of the Application details, the Members of theSyndicate and Trading Members will submit the ApplicationForms, along with the payment instruments to the Escrow CollectionBanks, which will realise the payment instrument, and sendthe Application Form and the KYC documents to the Registrar.The Registrar shall check the KYC documents submitted andmatch Application details as received from the online platform ofthe relevant Stock Exchange(s) with the Application Amount detailsreceived from the Escrow Collection Banks for reconciliationof funds received from the Escrow Collection Banks. In case ofdiscrepancies between the two data bases, the details receivedfrom the online platform of the relevant Stock Exchange(s) willprevail. The Members of the Syndicate/ Trading Members arerequested to note that all Applicants are required to be bankedwith only the banking branches of Escrow Collection Banks, detailsof which will be available at the websites of the Lead Managersat www.axiscap.in, www.edelweissfin.com, www.hdfcbank.com,www.karvy.com and www.rrfinance.com/www.rrfcl.com, respectively(A link for the said websites will be available at the websiteof the BSE at www.bseindia.com and other Indian stock exchangesat their respective websites). Accordingly, Applicants are requestedto note that they must submit Application Forms to TradingMembers who are located in towns/ cities which have at leastone banking branch of the Escrow Collection Banks. Upon Allot-
“IN THE NATURE OF FORM 2A - MEMOR<strong>AND</strong>UM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”ment, the Registrar will dispatch Bond Certificates to the successfulApplicants to their addresses as provided in the ApplicationForm. Please note that, in the event that KYC documents of anApplicant are not in order, the Registrar will withhold the dispatchof Bond Certificates pending receipt of complete KYC documentsfrom such Applicant. In such circumstances, successfulApplicants should provide complete KYC documents to the Registrarat the earliest.Please note that in such an event, any delay by the Applicant toprovide complete KYC documents to the Registrar will be at theApplicant’s sole risk and neither our Company, the Registrar,the Escrow Collection Banks, or the Members of the Syndicate,will be liable to compensate the Applicants for any losses causedto them due to any such delay, or liable to pay any interest on theApplication Amounts for such period during which the BondCertificates are withheld by the Registrar. Further, our Companywill not be liable for any delays in payment of interest on theBonds allotted to such Applicants, and will not be liable to compensatesuch Applicants for any losses caused to them due to anysuch delay, or liable to pay any interest for such delay in paymentof interest on the Bonds.Further, please note that Eligible QFIs cannot apply for Allotmentof the Bonds in physical form. For further information, see thesection titled “Issue Procedure – Applications by various ApplicantCategories – Applications by Eligible QFIs” on page 65 ofthe Prospectus Tranche -1.Members of the Syndicate or Trading Members are also requiredto ensure that the Applicants are competent to contract under theIndian Contract Act, 1872 including minors applying throughguardians, at the time of acceptance of the Application Forms.To supplement the foregoing, the mode and manner of Applicationand submission of Application Forms is illustrated in thefollowing chart.Mode of Application * To whom the Application Form has to be submittedASBA Applications (i) to the Members of the Syndicate only at theSyndicate ASBA Application Locations; or(ii) to the Designated Branches of the SCSBswhere the ASBA Account is maintained; or(iii) to Trading Members only at the SyndicateASBA Application Locations.Non- ASBA (i) to the Members of the Syndicate; orApplications (ii) to Trading Members.• Please note that Eligible QFIs cannot make Applications forAllotment of the Bonds in physical form.8. Application SizeApplications are required to be for a minimum of five Bonds andmultiples of one Bond thereafter.APPLICATIONS BY VARIOUS APPLICANT CATEGORIESlimits. In particular, the SEBI circular bearing reference No. CIR/IMD/FIIC/6/2013, dated April 1, 2013 provides that the followingcategories of debt limits shall be merged into a single categorynamed ‘Corporate Debt’:1. Corporate debt – Old for FIIs (US$ 20 billion).2. Corporate debt – Old for QFIs (US$ 1 billion).3. Corporate debt – Long Term (US$ 5 billion).4. Corporate debt in relation to the long term infrastructure sector(US$ 12 billion).5. Investment by QFIs in debt mutual fund schemes which investin the infrastructure sector (US$ 3 billion).6. Investment in Infrastructure Debt Funds (US$ 10 billion).The combined limit for FIIs in the Corporate Debt category is US$51 billion, as provided in the table below.Type of Investment cap Eligible R emarksInstrument (US$ billion) InvestorsGovernment Debt 25 FIIs and QFIs Eligible investors may invest inTreasury Bills only up to US$ 5.5 billionwithin the limit of US$ 25 billionCorporate Debt 51 FIIs and QFIs Eligible investors may invest inCommercial Papers only up to US$ 3.5billion within the limit of US$ 51 billionThe RBI has, through its circular (bearing RBI/2012-13/391) datedJanuary 24, 2013 enhanced the limit for investment by FIIs in thegovernment debt (long term) category by US$ 5 billion to US$ 15billion and the corporate non-infrastructure debt category by US$5 billion. In terms of the aforesaid RBI circular, the changes aresummarized below:a) In the government debt (long term), the provision regarding 3years residual maturity at the time of first purchase shall nolonger be applicable. However, within this category, FIIs shallnot be allowed to invest in short term paper like treasury bills.b) In terms of the aforesaid circular, the limit of US$ 5 billion inthe corporate non-infrastructure debt shall not be availablefor investment in certificate of deposits and commercial paper.Investments in certificate of deposits are not permitted withinthe limit of US$ 20 billion.c) The US $ 1 billion limit for QFIs shall continue to be over andabove the revised limit of US$ 25 billion available for FII investmentin corporate non-infrastructure debt.d) For the US$ 12 billion sub-category for investment in corporatelong term infrastructure bonds, the following changeshave been made :(i) The restriction of 1 year lock-in period has been removed.(ii) The 5 year initial maturity restriction has been removed.At the time of first purchase by FIIs, the residual maturityshall be 15 months.e) For the sub-category of US$ 10 billion reserved for FII investmentsin Infrastructure Debt Funds, the restriction of 1 yearlock-in has been removed. The requirement of residual maturityof 15 months at the time of first purchase remains unchanged.f) Through its circular (bearing CIR/IMD/FII&C/18/2012) datedJuly 20, 2012, SEBI had permitted QFIs to invest in those debtmutual fund schemes that hold at least 25% of their assets(either in debt or equity or both) in the infrastructure sectorunder the US$ 3 billion investment limit for debt mutual fundschemes. These schemes were required to invest in infrastructuredebt having a minimum residual maturity of 5 years. Thisrestriction of 5 years residual maturity has been removed whilethe restriction of 3 years initial maturity has been introduced.g) All the above changes in lock-in, initial maturity and residual9. Applications by FIIs^An FII who purchases the Bonds under this Issue shall make thepayment for purchase of such securities either by inward remittancethrough normal banking channels or out of funds held inForeign Currency Account or Non-resident Rupee Account maintainedby such FII with a designated branch of an authorizeddealer in terms of the applicable regulations governing the same.Applications by FIIs for Allotment of the Bonds in physical formmust be accompanied by certified true copies of (i) its SEBI registrationcertificate; (ii) an inward remittance certificate; (iii) a resolutionauthorising investment in the Bonds; and (iv) specimensignatures of authorised persons.Investments by FIIsInvestments by FIIs in the Issue will be restricted by variouscirculars issued by SEBI and RBI providing for corporate debt<strong>HOUSING</strong> <strong>AND</strong> <strong>URBAN</strong> <strong>DEVELOPMENT</strong> <strong>CORPORATION</strong> <strong>LIMITED</strong>11