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”(iii) Any person who becomes a nominee under any applicablelaws shall on the production of such evidence as may be requiredby our Company’s Board or Committee of Directors, orthe Chairman and Managing Director, as the case may be,elect either:(a) to register himself or herself as the holder of the Bonds; or(b) to make such transfer of the Bonds, as the deceased holdercould have made.(iv) Notwithstanding anything stated above, Applicants who areallotted bonds in dematerialised form need not make a separatenomination with our Company. Nominations registeredwith the respective Depository Participant of the Bondholderwill prevail. If the Bondholders require changing their nomination,they are requested to inform their respective DepositoryParticipant. For Applicants who opt to hold the Bonds in physicalform, the Applicants are require to fill in the details for‘nominees’ as provided in the Application Form.(v) Further, our Company’s Board or Committee of Directors orthe Chairman and Managing Director, as the case may be, mayat any time give notice requiring any nominee of the deceasedholder to choose either to be registered himself or herself or totransfer the Bonds, and if the notice is not complied with,within a period of 90 days, our Company’s Board or Committeeof Directors or the Chairman and Managing Director, asthe case may be, may thereafter withhold payment of all interestsor other monies payable in respect of the Bonds, until therequirements of the notice have been complied with.52. Joint ApplicationsApplications may be made in single or joint names (not exceedingthree). In the case of joint Applications, all paymentswill be made out in favour of the first Applicant. All communicationswill be addressed to the first named Applicant whosename appears in the Application Form and at the address mentionedtherein.53. Additional/ Multiple ApplicationsAn Applicant is allowed to make one or more Applications forthe Bonds for the same or different Series of Bonds, subject toa minimum Application size of ` 5,000 and in multiples of ` 1,000thereafter, for each Application. Any Application for an amountbelow the aforesaid minimum Application size will be deemedas an invalid Application and shall be rejected. However, multipleApplications by the same Applicant belonging to CategoryIV aggregating to a value exceeding ` 10,00,000 shall begrouped in Category III, for the purpose of determining thebasis of allotment to such Applicant. However, any Applicationmade by any person in his individual capacity and anApplication made by such person in his capacity as a Karta ofan HUF and/or as joint Applicant (second or third applicant),shall not be deemed to be a multiple Application.54. Depository ArrangementsWe have made depository arrangements with NSDL and CDSLfor issue and holding of the Bonds in dematerialised form. Inthis context:(i) Tripartite Agreements dated September 20, 2011, between us,the Registrar and CDSL and NSDL, respectively have beenexecuted, for offering depository option to the Applicants.(ii) It may be noted that Bonds in electronic form can be tradedonly on stock exchanges having electronic connectivity withNSDL or CDSL. The BSE has connectivity with NSDL andCDSL.(iii) Interest or other benefits with respect to the Bonds held indematerialised form would be paid to those Bondholderswhose names appear on the list of beneficial owners given by28 HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITEDthe Depositories to us as on Record Date. In case of thoseBonds for which the beneficial owner is not identified by theDepository as on the Record Date/ book closure date, wewould keep in abeyance the payment of interest or other benefits,till such time that the beneficial owner is identified by theDepository and conveyed to us, whereupon the interest orbenefits will be paid to the beneficiaries, as identified, within aperiod of 30 days.(iv)The trading of the Bonds shall be in dematerialized form only.For further information relating to Applications for Allotment ofthe Bonds in dematerialised form, see the sections titled “IssueProcedure – Methods of Application” and “Issue Procedure –General Instructions” on pages 59 and 73, respectively of theProspectus Tranche -1.55. CommunicationsAll future communications in connection with Applications madein the Issue should be addressed to the Registrar quoting allrelevant details as regards the Applicant and its Application.Applicants can contact our Compliance Officer as well as thecontact persons of our Company/ Lead Managers or the Registrarin case of any Pre-Issue related problems. In case of Post-Issue related problems such as non-receipt of Allotment Advice/credit of Bonds in depository’s beneficiary account/ refund orders,etc., applicants may contact our Compliance Officer as wellas the contact persons of our Company/Lead Managers or Registrar.Please note that Applicants who have applied for the Bondsthrough Trading Members should contact the relevant StockExchange(s) in case of any Post-Issue related problems, such asnon-receipt of Allotment Advice / credit of Bonds in depository’sbeneficiary account/ refund orders, etc.56. Revision of ApplicationsApplicants may revise/ modify their Application details duringthe Issue Period, as allowed/permitted by the stock exchange(s),by submitting a written request to the Members of the Syndicate/Trading Member/SCSBS, as the case may be. In case of any revisionof Application in connection with any of the fields which arenot allowed to be modified on the online Application platform ofthe Stock Exchange(s) as per the procedures and requirementsprescribed by each relevant Stock Exchange, Applicants shouldensure that they first withdraw their original Application and submita fresh Application. In such a case the date of the new Applicationwill be considered for date priority for Allotment purposes.Revision of Applications is not permitted after the expiry of thetime for acceptance of Application Forms on Issue Closing Date.However, in order that the Application data captured is accurate,the Members of the Syndicate, Trading Members and DesignatedBranches of the SCSBs will be given up to one Working Day afterthe Issue Closing Date to modify/ verify certain selected fieldsuploaded in the online system during the Issue Period, after whichthe data will be sent to the Registrar for reconciliation with thedata available with the Depositories.57. Utilisation of Application AmountsThe sum received in respect of the Issue will be kept in separatebank accounts and we will have access to such funds as perapplicable provisions of law(s), regulations and approvals.58. Utilisation of the proceeds of the Issue(a) All monies received pursuant to the Issue of Bonds to publicshall be transferred to a separate bank account other than thebank account referred to in sub-section (3) of section 73 of theCompanies Act.(b) Details of all monies utilised out of Issue referred to in subitem(a) shall be disclosed under an appropriate separate headin our Balance Sheet indicating the purpose for which such
“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”monies had been utilised.through the Bonds duly certified by our statutory auditors, to(c) Details of all unutilised monies out of issue of Bonds, if any, the Debenture Trustee at the end of each half year;referred to in sub-item (a) shall be disclosed under an appropriatef) we shall disclose the complete name and address of the De-separate head in our Balance Sheet indicating the form benture Trustee in our annual report;in which such unutilised monies have been invested. g) we shall provide a compliance certificate to the Trustee (on an(d) We shall utilize the Issue proceeds only upon creation of securityannual basis) in respect of compliance with the terms andas stated in the Shelf Prospectus, receipt of the listing conditions of issue of Bonds as contained in the Shelf Pro-and trading approval from the BSE.spectus the Prospectus Tranche – I; and(e) The Issue proceeds shall not be utilized towards full or part h) we shall make necessary disclosures/ reporting under anyconsideration for the purchase or any other acquisition, inter other legal or regulatory requirement as may be required byalia by way of a lease, of any property.our Company from time to time.(f) All subscription monies received from FIIs, Eligible NRIs, Eligible62. Investor Withdrawals and Pre-closureQFIs and all other non resident Applicants across all Withdrawal of Applications during the Issue PeriodCategories through the Issue shall be kept in a separate accountopened and maintained by the Company, the proceedsWithdrawal of ASBA ApplicationsASBA Applicants can withdraw their Applications during the IssuePeriod by submitting a request for the same to the Member ofof which account shall not be utilised for any lending purposesin terms of the FEMA Borrowing Regulations.the Syndicate, Trading Member or Designated Branch of an SCSB,59. Impersonationas the case may be, through whom the ASBA Application hadAttention of the Applicants is specifically drawn to the provisionsof sub-section (1) of section 68 A of the Companies Act, bers of the Syndicate or Trading Members at the Syndicate ASBAbeen made. In case of ASBA Applications submitted to the Mem-which is reproduced below:Application Locations, upon receipt of the request for withdrawal“Any person who:from the ASBA Applicant, the relevant Member of the Syndicatea) makes in a fictitious name, an application to a company for or Trading Member, as the case may be, shall undertake requisiteacquiring or subscribing for, any shares therein, or actions, including deleting details of the withdrawn ASBA ApplicationForm from the electronic platform of the relevant Stockb) otherwise induces a company to allot, or register any transferof shares, therein to him, or any other person in a fictitiousname,a Designated Branch of an SCSB, upon receipt of the request forExchange(s). In case of ASBA Applications submitted directly toshall be punishable with imprisonment for a term which maywithdrawal from an ASBA Applicant, the relevant Designatedextend to five years.”Branch shall undertake requisite actions, including deleting detailsof the withdrawn ASBA Application Form from the electronic60. Listingplatform of the relevant Stock Exchange(s) and un-blocking of theThe Bonds will be listed on the BSE. Our Company has received funds in the ASBA Account directly.in-principle approval from the BSE for permission to deal in andWithdrawal of non – ASBA Applicationsfor an official quotation of our Bonds by its letter dated September6, 2013. The application for listing of the Bonds will be made toNon-ASBA Applicants can withdraw their Applications duringthe BSE at an appropriate stage.the Issue Period by submitting a request for the same to the Memberof the Syndicate or Trading Member, as the case may be,If permissions to deal in and for an official quotation of our Bondsthrough whom the Application had been made. Upon receipt ofare not granted by the BSE, our Company will forthwith repay,the request for withdrawal from the Applicant, the relevant Memberof the Syndicate or Trading Member, as the case may be, shallwithout interest, all moneys received from the applicants in pursuanceof the Shelf Prospectus. Our Company shall ensure thatundertake requisite actions, including deleting details of the withdrawnApplication Form from the electronic platform of the rel-all steps for the completion of the necessary formalities for listingand commencement of trading at the BSE are taken within 12 evant Stock Exchange(s).Working Days from the Issue Closure Date.Withdrawal of Applications after the Issue PeriodFor the avoidance of doubt, it is hereby clarified that in the eventof non subscription to any one or more of the Series of Bonds,In case an Applicant wishes to withdraw an Application after thesuch Bonds with Series of Bonds shall not be listed.Issue Closing Date, the same can be done by submitting a withdrawalrequest to the Registrar to the Issue prior to the finalizationof the Basis of Allotment.61. Undertakings by the IssuerWe undertake that:Pre-closure: Our Company, in consultation with the Lead Managersreserves the right to close the Issue at any time prior to thea) the complaints received in respect of the Issue (except forcomplaints in relation to Applications submitted to Trading Issue Closing Date (subject to full subscription of the Retail IndividualInvestor Portion prior to such early closure). Our CompanyMembers) shall be attended to by us expeditiously and satisfactorily;shall allot Bonds with respect to the Applications received till theb) we shall take necessary steps for the purpose of getting the time of such pre-closure in accordance with the Basis of AllotmentBonds listed within the specified time;as described hereinabove and subject to applicable statu-c) the funds required for dispatch of refund orders/ allotment tory and/or regulatory requirements.advice/ certificates by registered post shall be made available 63. Pre-Issue Advertisementto the Registrar by our Company;Our Company will issue a statutory advertisement on or befored) necessary cooperation to the credit rating agencies shall be the Issue Opening Date. This advertisement will contain the informationextended in providing true and adequate information until theas prescribed under the SEBI Debt Regulations. Mate-debt obligations in respect of the Bonds are outstanding; rial updates, if any, between the date of filing of the Prospectuse) we shall forward the details of utilisation of the funds raised Tranche – I with the RoC and the date of release of this statutoryadvertisement will be included in the statutory advertisement.HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED 29
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APPLICANT'S UNDERTAKING HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED

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