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”section 14 A of the IT Act, revenue derecognition in accountsand financial charges written off and expenditure on grant-inaid.Against this assessment order, our Company filed an appealbefore the Commissioner of Income Tax (Appeals). Thematter is currently pending.MATERIAL DEVELOPMENTSMaterial developments post March 31, 2013The following are the material developments of our Companyafter March 31, 2013, i.e. the date of the last audited financialstatements of the Company:1. The Company has obtained refinance assistance of `500 croresunder the Rural Housing Fund sanctioned by the NHB. Forfurther details, see the section titled “Financial Indebtedness- Refinance Assistance from National Housing Bank” on page87 of the Prospectus Tranche -1.2. The Company has made allotment of unsecured, non-convertible,redeemable taxable bonds to various classes of investorson private placement basis. For further details, see thesection titled “Financial Indebtedness – Taxable Bonds” onpage 90 of the Prospectus Tranche -1.3. The Company has issued commercial paper amounting to `300 crore in the nature of usance promissory notes. For furtherdetails, see the section titled “Financial Indebtedness –Commercial Paper” on page 95 of the Prospectus Tranche -1.4. In pursuance of the CBDT Notification, our Company has, onSeptember 2, 2009, allotted tax free secured non-cumulativeredeemable non-convertible bonds of face value of ` 10,00,000each in the nature of debentures having tax benefits undersection 10 (15) (iv) (h) of the Income Tax Act aggregating to `190.80 crore, by way of private placement through the bookbuilding process (“2013 Private Placement”). The 2013 PrivatePlacement opened on August 29, 2013 and closed onAugust 30, 2013.5. For unaudited quarterly results of our Company for the threemonths ended June 30, 2013 please refer to page 102 of theShelf Prospectus.OTHER REGULATORY AND STATUTORY DISCLOSURES64. Eligibility to make the IssueOur Company, the persons in control of our Company or the promoterhave not been restrained, prohibited or debarred by SEBIfrom accessing the securities market or dealing in securities andno such order or direction is in force.65. ConsentsConsents in writing of the Directors, the Compliance Officer, theStatutory Auditors, Bankers to the Company, Escrow CollectionBanks/ Bankers to the Issue, Lead Managers, Consortium Members,Registrar to the Issue, Legal Counsel to the Company as toIndian law, Credit Rating Agencies and the Debenture Trustee forthe Bondholders, to act in their respective capacities, have beenobtained and shall be filed along with a copy of the ProspectusTranche-I with the RoC.Our Company has appointed SBICAP Trustee Company Limitedas Debenture Trustee under regulation 4(4) of the SEBI Debt Regulations.The Debenture Trustee has given its consent to our Companyfor its appointment which is enclosed as Annexure C.66. Expert OpinionExcept for the letters dated September 9, 2013 and September 6,2013 issued by CARE and IRRPL, respectively, in respect of thecredit rating for the Bonds, and the report on Reformatted AuditedFinancial Statements dated August 29, 2013 and the statementof tax benefits dated August 29, 2013 issued by our StatutoryAuditors, our Company has not obtained any expert opinionsin respect of the Issue.67. Common Form of TransferThere shall be a common form of transfer for the Bonds held inphysical form and relevant provisions of the Companies Act andall other applicable laws shall be duly complied with in respect ofall transfer of the Bonds and registration thereof.68. Minimum SubscriptionUnder the SEBI Debt Regulations, our Company may stipulate aminimum subscription amount which it seeks to raise. Our Companyhas decided to set no minimum subscription for the Issue.69. No Reservation or DiscountIn terms of the CBDT Notification, 40% of the total Issue size shallbe earmarked towards Investors from Category IV. Apart fromsuch reservation, there is no reservation in this Issue nor will anydiscount be offered in this Issue, to any category of investors.70. Previous Public Issues by our Company during last five years1. On March 7, 2012, our Company issued and allotted 4.68 croretax free bonds, in the nature of secured, redeemable non-convertibledebentures (“2012 Bonds”) at a price of ` 1,000 per2012 Bond, amounting to an aggregate of ` 4,684.72 crore pursuantto a public offering under the SEBI Debt Regulationswhich opened on January 27, 2012 and closed on February10, 2012 (“2012 Bonds Issue”). The electronic credit of the2012 Bonds to investors pursuant to the 2012 Bonds Issuewas completed on March 10, 2012 (March 8, 2012 was a holiday).Furthermore, letters of allotment for the 2012 Bonds weredispatched to all investors (who had applied for allotment ofthe 2012 Bonds in physical form) on March 12, 2012. The 2012Bonds were listed on the Stock Exchanges on March 20, 2012.2. On February 16, 2013, our Company issued and allotted 2.194crore tax free bonds, in the nature of secured, redeemable nonconvertibledebentures (“2013 Tranche – I Bonds”) at a priceof ` 1,000 per 2013 Tranche – I Bond, amounting to an aggregateof ` 2193.4 crore pursuant to a public offering under theSEBI Debt Regulations which opened on January 9, 2013 andclosed on February 7, 2013 (“2013 Tranche – I Bonds Issue”).The electronic credit of the 2013 Tranche – I Bonds to investorspursuant to the 2013 Tranche – I Bonds Issue was completedon February 18, 2013. Furthermore, letters of allotmentfor the 2013 Tranche – I Bonds were dispatched to all investors(who had applied for allotment of the 2013 Tranche – IBonds in physical form) on February 19, 2013. The 2013Tranche – I Bonds were listed on the NSE and BSE on February21, 2013 and April 3, 2013, respectively (the listing of the2013 Tranche – I Bonds at BSE was effected along with the2013 Tranche – II Bonds (as defined hereinafter)).3. On March 28, 2013, our Company issued and allotted 0.207crore tax free bonds, in the nature of secured, redeemable nonconvertibledebentures (“2013 Tranche – II Bonds”) at a price34 HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED
“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”of ` 1,000 per 2013 Tranche – II Bond, amounting to an aggregateof ` 207.01 crore pursuant to a public offering under theSEBI Debt Regulations which opened on February 21, 2013and closed on March 18, 2013 (“2013 Tranche – II BondsIssue”). The electronic credit of the 2013 Tranche – II Bondsto investors pursuant to the 2013 Tranche – II Bonds Issuewas completed on March 28, 2013. Furthermore, letters of allotmentfor the 2013 Tranche – II Bonds were dispatched to allinvestors (who had applied for allotment of the 2013 Tranche– II Bonds in physical form) on March 30, 2013. The 2013Tranche – II Bonds were listed on the Stock Exchanges onApril 3, 2013.71. Commission or Brokerage on Previous Public Issues1. An amount of ` 20.51 crores was incurred towards lead managementfees, and selling commission in connection with the2012 Bonds Issue.2. An amount of ` 7.22 crores was incurred towards lead managementfees, and selling commission in connection with the2013 Tranche – I Bonds Issue.3. An amount of ` 1.17 crores was incurred towards lead managementfees, and selling commission in connection with the2013 Tranche – II Bonds Issue.72. Change in auditors of our Company during the last threeyearsName Address Date of appointment/ Auditor ofresignation/ cessation the CompanysinceAgiwal & Associates Lal Kothi, 2nd Floor, 3830, July 29, 2013 August 12, 2009Pataudi House Road ,Darya Ganj,New Delhi - 110 002Dhawan & Co., 312, Wegmans House, 21 Veer July 29, 2013 July 29, 2013Chartered Accountants Savarkar Block, Shakarpur,New Delhi – 110 09273. Revaluation of assetsOur Company has not revalued its assets in the last five years.74. Utilisation of ProceedsThe funds proposed to be raised through the Issue shall be utilizedtowards lending purposes, working capital requirements,augmenting the resource base of our Company and other operationalrequirements. For more information pertaining to utilisationof proceeds, see the section titled “Objects of the Issue” on page28 of the Prospectus Tranche -1.75. Statement by the Board of Directors(i) All monies received out of the Issue shall be transferred to aseparate bank account other than the bank account referredto in sub-section (3) of section 73 of the Companies Act;(ii) Details of all monies utilised out of the Issue referred to insub-item (i) shall be disclosed under an appropriate separatehead in our Balance Sheet indicating the purpose for whichsuch monies were utilised; and(iii) Details of all unutilised monies out of the Issue referred to insub-item (i), if any, shall be disclosed under an appropriateseparate head in our Balance Sheet indicating the form in whichsuch unutilised monies have been invested.The funds raised by us from previous issues of bonds havebeen utilised for our business as stated in the respective offerdocuments.76. Disclaimer clause of BSE“BSE Limited (“the Exchange”) has given vide its letter datedSeptember 6, 2013, permission to the Company to use theExchange’s name in this offer document as one of the stock exchangeson which this company’s securities are proposed to belisted. The Exchange has scrutinized this offer document for itslimited internal purpose of deciding on the matter of granting theaforesaid permission to the Company. The Exchange does not inany manner: -a) warrant, certify or endorse the correctness and completenessof any of the contents of this offer document; orb) warrant that this Company’s securities will be listed or willcontinue to be listed on the Exchange; orc) take any responsibility for the financial or other soundness ofthis Company, its promoters, its management or any schemeor project of this Company;and it should not for any reason be deemed or construed thatthis offer document has been cleared or approved by the Exchange.Every person who desires to apply for or otherwiseacquires any securities of this Company may do so pursuant toindependent inquiry, investigation and analysis and shall nothave any claim against the Exchange whatsoever by reason ofany loss which may be suffered by such person consequent to orin connection with such subscription/ acquisition whether byreason of anything stated or ommitted to be stated herein or forany other reason whatsoever.”77. Disclaimer in Respect of JurisdictionThe Issue is being made in India, to Investors from Category I,Category II, Category III and Category IV. The Shelf Prospectusand the Prospectus Tranche- I will not, however constitute anoffer to sell or an invitation to subscribe for the Bonds offeredhereby in any jurisdiction other than India to any person to whomit is unlawful to make an offer or invitation in such jurisdiction.Any person into whose possession the Shelf Prospectus and theProspectus Tranche - I comes is required to inform himself orherself about, and to observe, any such restrictions.US disclaimerNothing in the Prospectus Tranche – I constitutes an offer ofsecurities for sale in the United States or any other jurisdictionwhere it is unlawful to do so. The Bonds have not been, and willnot be, registered under the U.S. Securities Act of 1933, as amended(“Securities Act”), or the securities laws of any state of the UnitedStates or other jurisdiction and the Bonds may not be offered orsold within the United States or to, or for the account or benefitof, U.S. Persons (as defined in Regulation S under the SecuritiesAct) except pursuant to an exemption from, or in a transaction notsubject to, the registration requirements of the Securities Act andapplicable state securities laws. The Issuer has not registered anddoes not intend to register under the U.S. Investment CompanyAct, 1940 in reliance on section 3(c)(7) thereof. The ProspectusTranche – I may not be forwarded or distributed to any otherperson and may not be reproduced in any manner whatsoever,and in particular, may not be forwarded to any U.S. Person or toHOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED35
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APPLICANT'S UNDERTAKING HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED

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