APPLICANT'S UNDERTAKING HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED

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“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”12 HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITEDmaturity requirements shall apply for investments by FIIs andSub-Accounts in debt securities to be made after the date ofthis circular.Subject to compliance with all applicable Indian laws, rules, regulationsguidelines and approvals in terms of regulation 15A(1) ofthe Securities and Exchange Board of India (Foreign InstitutionalInvestors) Regulations, 1995 (the “SEBI FII Regulations”), an FII(as defined in the SEBI FII Regulations), may issue or otherwisedeal in offshore derivative instruments (as defined under the SEBIFII Regulations as any instrument, by whatever name called, whichis issued overseas by an FII against securities held by it that arelisted or proposed to be listed on any recognized stock exchangein India, as its underlying) directly or indirectly, only in the event(i) such offshore derivative instruments are issued only to personswho are regulated by an appropriate regulatory authority;and (ii) such offshore derivative instruments are issued after compliancewith “know your client” norms. An FII is also required toensure that no further issue or transfer of any offshore derivativeinstrument is made by or on behalf of it to any persons that arenot regulated by an appropriate foreign regulatory authority asdefined under the SEBI FII Regulations.10. Applications by NRIs^We propose to issue Bonds to Eligible NRIs on a repatriable aswell as non-repatriable basis. Eligible NRI Applicants should notethat only such Applications as are accompanied by payment inIndian Rupees only shall be considered for Allotment. An EligibleNRI can apply for Bonds offered in the Issue subject to the conditionsand restrictions contained in the Foreign Exchange Management(Borrowing or Lending in Rupees) Regulations, 2000,and other applicable statutory and/or regulatory requirementsincluding the interest rate requirement as provided in the CBDTNotification. Allotment of Bonds to Eligible NRIs shall be subjectto the Application Amounts paid by the NRI as described below:1. In case of Eligible NRIs applying on repatriation basis: If theApplication Amounts are received either by inward remittanceof freely convertible foreign exchange through normal bankingchannels i.e. through rupee denominated demand drafts/cheques drawn on a bank in India or by transfer of funds heldin the investor’s rupee denominated accounts i.e. Non ResidentExternal (“NRE”) / Foreign Currency Non Resident(“FCNR”) Account/ any other permissible account in terms ofapplicable law, maintained with an RBI authorised dealer or aRBI authorised bank in India.2. In case of Eligible NRIs applying on non-repatriation basis: Ifthe Application Amounts are received either by inward remittanceof freely convertible foreign exchange through normalbanking channels i.e. through rupee denominated demanddrafts/ cheques drawn on a bank in India or by transfer offunds held in the investor’s rupee denominated accounts i.e..Non-resident Ordinary (“NRO”) account/ NRE account/ FCNRAccount/ Non Resident Special Rupee (“NRSR”) Account/any other permissible account in terms of applicable law, maintainedwith an RBI authorised dealer or a RBI authorised bankin India.Applications by Eligible NRIs (applying on a repatriation basis)should be accompanied by (i) a bank certificate confirming thatthe demand draft in lieu of the Application Money has been drawnon an NRE account; and (ii) if such Eligible NRI is a Person ofIndian Origin (“PIO”), a PIO card.^The Issuer does not make any representations and does notguarantee eligibility of any foreign investor, including, inter alia,FIIs, Eligible NRIs and Eligible QFIs for investment into theIssue either on a repatriation basis or on a non-repatriation basis.All foreign Investors have to verify their eligibility and ensurecompliance with all relevant and applicable notifications bythe RBI and extant guidelines as well as all relevant and applicableguidelines, notifications and circulars by SEBI pertainingto their eligibility to invest in the Bonds at the stage of investmentin this Issue, at the time of remittance of their investmentproceeds as well as at the time of disposal of the Bonds. TheIssuer will not check or confirm eligibility of such investmentsin the Issue.Issue and Allotment of Bonds to NRI ApplicantsOur Company confirms that:i. the rate of interest on each series of Bonds does not exceedthe prime lending rate of the State Bank of India as on the dateon which the resolution approving the Issue was passed byour Board, plus 300 basis points;ii.the period for redemption of each Series of Bonds will not beless than 3 years;iii. we do not and shall not carry on agricultural /plantation /realestate business/ trading in Transferable Development Rightsand does not and shall not act as Nidhi or Chit Fund Company;iv. We will file the following with the nearest office of the ReserveBank, not later than 30 days from the date:(a) of receipt of remittance of consideration received from EligibleNRIs in connection with the Issue, full details of theremittances received, namely:(i) a list containing names and addresses of each NRIApplicant who have remitted funds for investment inthe Bonds on non-repatriation basis and repatriationbasis;(ii) amount and date of receipt of remittance and its rupeeequivalent; and(iii) names and addresses of Authorised Dealers throughwhom the remittance has been received; Please notethat Application Amounts for the Bonds has to be paidin cheques or demand drafts only, in Rupee denominatedcurrency only; and(b) of closure of the Issue, full details of the monies receivedfrom NRI Applicants, namely:(i) a list containing names and addresses of each NRIallottee and number of Bonds issued to each of themon non-repatriation basis and repatriation basis, and(ii) a certificate from our Compliance Officer that all provisionsof the FEMA, and rules and regulations madethereunder in connection with the issue of the Bondshave been duly complied with.We further confirm that the monies received from FIIs and EligibleNRIs who are Allotted Bonds pursuant to the Issue, will not beutilised for any investment, whether by way of capital or otherwise,in any company or partnership firm or proprietorship concernor any entity, whether incorporated or not, or for the purposeof re-lending. For further details, including details of utilization offunds, see the section titled “Objects of the Issue” on page 28 ofthe Prospectus Tranche -1.11. Applications by Eligible QFIsPursuant to a circular dated July 16, 2012, the RBI has permittedEligible QFIs to invest in “to be listed” corporate bonds of Indiancompanies directly from the Issuer, through QFIs DP on a repatriationbasis subject to certain terms and conditions. Furthermore,in terms of the SEBI circular dated July 18, 2012 EligibleQFIs have been permitted to invest in corporate bonds of Indiancompanies, which are offered to the public in India in accordance
“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”with the Companies Act, provided that, listing is committed to bedone within 15 days from such investment.Eligible QFIs are permitted to invest in corporate debt securities(without lock-in or residual maturity clauses) and mutual fundschemes up to an overall limit of USD 1 billion, over and above theFII limits for investment in corporate debt. These limits are modifiedand allocated in the manner specified in terms of the SEBIcircular dated July 18, 2012.Eligible QFIs shall open a single non interest bearing Rupee accountwith an AD category-I bank in India for routing the paymentfor transactions relating to purchase and sale of corporatedebt instruments (including investment in equity shares in publicissues) subject to the conditions as may be prescribed by the RBIfrom time to time. This account shall be funded by inward remittancethrough normal banking channels in any permitted currency(freely convertible) and shall be operated by the QFIs DP.Further, Eligible QFIs are required to open a single demat accountwith a QFIs DP for investment in eligible corporate debt instruments.Eligible QFIs who wish to participate in the Issue are required tosubmit the Application Form meant for Non-Residents in the Issue.Eligible QFIs are not permitted to issue off-shore derivativeinstruments or participatory notes.^The Issuer does not make any representations and does notguarantee eligibility of any foreign investor, including, inter alia,FIIs, Eligible NRIs and Eligible QFIs for investment into theIssue either on a repatriation basis or on a non-repatriation basis.All foreign Investors have to verify their eligibility and ensurecompliance with all relevant and applicable notifications bythe RBI and extant guidelines as well as all relevant and applicableguidelines, notifications and circulars by SEBI pertainingto their eligibility to invest in the Bonds at the stage of investmentin this Issue, at the time of remittance of their investmentproceeds as well as at the time of disposal of the Bonds. TheIssuer will not check or confirm eligibility of such investmentsin the Issue.12. Applications by Mutual FundsA mutual fund scheme cannot invest more than 15.00% of its NAVin debt instruments issued by a single company which are ratednot below investment grade by a credit rating agency authorisedto carry out such activity. Such investment limit may be extendedto 20.00% of the NAV of the scheme with the prior approval of theboard of trustees and the board of asset management company.A separate Application can be made in respect of each scheme ofan Indian mutual fund registered with SEBI and such Applicationsshall not be treated as multiple Applications. Applicationsmade by the AMCs or custodians of a Mutual Fund shall clearlyindicate the name of the concerned scheme for which the Applicationis being made. An Applications Forms by a mutual fund registeredwith SEBI for Allotment of the Bonds in physical formmust be also accompanied by certified true copies of (i) its SEBIregistration certificates (ii) the trust deed in respect of such mutualfund (ii) a resolution authorising investment and containingoperating instructions and (iii) specimen signatures of authorizedsignatories. Failing this, our Company reserves the right to acceptor reject any Application from a Mutual Fund for Allotmentof the Bonds in physical form in whole or in part, in either case,without assigning any reason therefor.13. Application by Scheduled Commercial BanksScheduled Commercial Banks can apply in this Issue based upontheir own investment limits and approvals. Applications by themfor Allotment of the Bonds in physical form must be accompaniedby certified true copies of (i) a board resolution authorising investments;and (ii) a letter of authorisation. Failing this, our Companyreserves the right to accept or reject any Application forAllotment of the Bonds in physical form in whole or in part, ineither case, without assigning any reason therefor.14. Application by Insurance Companies registered with the IRDAIn case of Applications for Allotment of the Bonds in physicalform made by an insurance company registered with the IRDA, acertified copy of its certificate of registration issued by IRDAmust be lodged along with Application Form. The Applicationsmust be accompanied by certified copies of (i) its Memorandumand Articles of Association; (ii) a power of attorney (iii) a resolutionauthorising investment and containing operating instructions;and (iv) specimen signatures of authorized signatories.Failing this, our Company reserves the right to accept or rejectany Application for Allotment of the Bonds in physical form inwhole or in part, in either case, without assigning any reasontherefor.15. Applications by Alternative Investments FundsApplications made by an Alternative Investments Fund eligibleto invest in accordance with the Securities and Exchange Boardof India (Alternate Investment Funds) Regulations, 2012, for Allotmentof the Bonds in physical form must be accompanied bycertified true copies of: (i) the SEBI registration certificate of suchAlternative Investment Fund; (i) a resolution authorising the investmentand containing operating instructions; and (ii) specimensignatures of authorised persons. Failing this, our Companyreserves the right to accept or reject any Applications for Allotmentof the Bonds in whole or in part, in either case, withoutassigning any reason thereof. Alternative Investment Fundsapplying for Allotment of the Bonds shall at all time comply withthe conditions for categories as per their SEBI registration certificateand the Securities and Exchange Board of India (AlternateInvestment Funds) Regulations, 2012.16. Applications by Public Financial Institutions authorized toinvest in the BondsApplications by Public Financial Institutions for Allotment of theBonds in physical form must be accompanied by certified truecopies of (i) any Act/rules under which such Applicant is incorporated;(ii) a resolution of the board of directors of such Applicantauthorising investments; and (iii) specimen signature of authorizedpersons of such Applicant. Failing this, our Companyreserves the right to accept or reject any Applications for Allotmentof the Bonds in physical form in whole or in part, in eithercase, without assigning any reason therefor.17. Applications made by companies, Limited Liability Partnershipsand bodies corporate registered under applicable lawsin IndiaApplications made by companies, Limited Liability Partnershipsand bodies corporate for Allotment of the Bonds in physical formmust be accompanied by certified true copies of: (i) any Act/rulesunder which such Applicant is incorporated; (ii) a resolution ofthe board of directors of such Applicant authorising investments;and (iii) specimen signature of authorized persons of such Applicant.Failing this, our Company reserves the right to accept orreject any Applications for Allotment of the Bonds in physicalform in whole or in part, in either case, without assigning anyreason therefor.18. Applications under a power of attorneyIn case of Applications made pursuant to a power of attorney byApplicants from Category I and Category II, a certified copy ofthe power of attorney or the relevant resolution or authority, asthe case may be, along with a certified copy of the memorandumof association and articles of association and/or bye laws must beHOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED13
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APPLICANT'S UNDERTAKING HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED

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