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”different than under Indian GAAP.RISKS IN RELATION TO THE BONDS33. Foreign investors, including NRIs and FIIs subscribing tothe Bonds are subject to risks in connection with exchangecontrol regulations and fluctuations in foreign exchangerates.34. The Bonds are classified as ‘tax free bonds’ eligible for taxexemption under Section 10(15)(iv)(h) of the Income TaxAct, up to an amount of interest on such bonds.35. There is no guarantee that the Bonds issued pursuant to thisIssue will be listed on the BSE in a timely manner, or at all.36. You may not be able to recover, on a timely basis or at all, thefull value of the outstanding amounts and/or the interestaccrued thereon in connection with the Bonds.37. Any downgrading in credit rating of our Bonds may affectthe trading price of the Bonds.38. Changes in interest rates may affect the prices of the Bonds.39. A debenture redemption reserve will be created, only up toan extent of 25% for the Bonds and in the event of default inexcess of such reserve, Bondholders may find it difficult toenforce their interests.40. Payments made on the Bonds will be subordinated to certaintax and other liabilities preferred by law.EXTERNAL RISKS41. A slowdown in economic growth in India could cause ourbusiness to be adversely affected.42. Increased volatility or inflation of commodity prices in Indiacould adversely affect our Company’s business.43. Political instability or changes in the GoI could adverselyaffect economic conditions in India and consequently, ourbusiness.44. Natural calamities could have a negative impact on the Indianeconomy and could cause our business to be adverselyaffected.45. Difficulties faced by other banks, financial institutions orthe Indian financial sector generally could cause our businessto be adversely affected.46. The proposed new Indian taxation system could adverselyaffect our Company’s business and the price of the Bonds.47. Any downgrading of India’s debt rating by an internationalrating agency could have a negative impact on our business.48. The market value of your investment may fluctuate due tothe volatility of the Indian securities market.MATERIAL CONTRACTS AND DOCUMENTS FORINSPECTIONFor the material contracts (not being contracts entered into in theordinary course of business carried on by our Company or enteredinto more than two years before the date of the Shelf Prospectus)which are or may be deemed material have been enteredor are to be entered into by our Company please refer to Page 96of the Prospectus Tranche – I. These contracts and also the documentsfor inspection referred to hereunder, may be inspected onWorking Days at the Registered and Corporate Office of our Companysituated at HUDCO Bhawan, Core- 7A, India Habitat Centre,Lodhi Road, New Delhi 110003, India, from 10.00 a.m. and 12.00noon on any Working Day during which Issue is open for publicsubscription under the Prospectus Tranche-I.DECLARATIONWe, the undersigned, hereby declare that all the relevant provisionsof the Companies Act, 1956, the guidelines issued by theGovernment of India and the regulations and guidelines issuedby the Securities and Exchange Board of India established underSection 3 of the Securities and Exchange Board of India Act, 1992,as the case may be, including the Securities and Exchange Boardof India (Issue and Listing of Debt Securities) Regulations, 2008,have been complied with and no statement made in the ProspectusTranche – I is contrary to the provisions of the CompaniesAct, 1956, the Securities and Exchange Board of India Act, 1992 orrules and regulations made thereunder, as the case may be.We further certify that all the statements in the Prospectus Tranche– I, are true and correct and do not omit disclosure of any materialfact which may make the statements made therein, in light of circumstancesunder which they were made, misleading and that theProspectus Tranche – I does not contain any mis-statements.Signed by the Board of Directors of the CompanyVeerappa Parameshwarappa BaligarChairman and Managing DirectorNand Lal ManjokaDirectorAnil Kumar KaushikDirectorKaran Bir Singh SidhuDirectorNaresh SalechaDirectorDinesh Bhikhubhai MehtaDirectorVirender GandaDirectorSukhadeo ThoratDirectorPlace : New DelhiDate : September 11, 2013FOR FURTHER DETAILS, PLEASE REFER TO THESHELF PROSPECTUS AND PROSPECTUS TRANCHE - I.38 HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED
“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”TIMING FOR SUBMISSION OF APPLICATION FORMApplication shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time, “IST”) during the Issue Period as mentioned aboveby the Members of the Syndicate, Trading Members and designated branches of SCSBs, except that on the Issue Closing Date when theApplications if any, shall be accepted only between 10.00 a.m. and 3.00 p.m. (IST) and shall be uploaded until 5.00 p.m. (IST) or such extendedtime as permitted by the Stock Exchanges. It is clarified that the Applications not uploaded in the Stock Exchange Platform would be rejected.Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to submit theirApplications one day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentionedin the Prospectus are Indian Standard Time. Applicants are cautioned that in the event a large number of Applications are received on the IssueClosing Date, as is typically experienced in public offerings, some Applications may not get uploaded due to lack of sufficient time.Such Applications that cannot be uploaded will not be considered for allocation under the Issue. Applications will be accepted only on BusinessDays, i.e., Monday to Friday (excluding any public holiday). Neither our Company, nor any Member of the Syndicate, is liable for any failure inuploading the Applications due to faults in any software/hardware system or otherwise.CENTERS FOR AVAILABILITY AND ACCEPTANCE OF APPLICATION FORMSIn case of Applicant applying through ASBA Process in any Specified Cities i.e. 12 cities, namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad,Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda and Surat, the ASBA Applicant can also submit their Application Form with the Membersof Syndicate, at the addresses provided below, for uploading of the Application. The respective Member of Syndicate after uploading of theApplication shall forward the Application Form to the Specified Branches of SCSBs for blocking of funds. At all other places (except SpecifiedCities, as above),the ASBA Application Forms should be submitted with the Designated Branch of SCSBs only and non ASBA Applicationsshould be submitted to the Members of Syndicate/ Trading Members as specified below:BIDDING CENTRE DETAILSAXIS CAPITAL LIMITEDAGRA : SMC Global Securities Ltd,F- 4, Block No 35, Surya Kiran Building Near Metro Bar Sanjay Place, Ph:,7520787708, AHMEDABAD : MarwadiShares & Finance,9/10, Haridarshan Complex, Opp HDFC Bank,Maninagar Chaar Rasta,Maninagar, Pin:380008, Amrapali Capital & Finance ServicesLtd,19-21, Narayan Chambers, 3rd Fl, Ashram Rd, Pin:380009, Ph:079-26581329, Jay Yogeshwar Securities,1, Jawahar Shopping Centre, Nr. BOI,Jawahar Chowk, Maninagar, Pin:380008, Ph:9428594723, JM Financial Services Ltd,G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,AshramRoad,Pin-380009,Ph:079-26576666, Kotak Securities Limited,207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road, Ph:26587276, MarwadiShares & Finance,Amazon Corporation Park,-Part 4, B/h.Navrangpura Post Office,Choice Restaurant Lane,Off C G Rd, Pin:380009, Marwadi Shares& Finance,Ast-Mangal, Nr Rajasthan Hospital, Sahibaug, Pin:380004, Nitin Parikh & Co,101, Akashganga, Near Dr.Munshi’s Nursing Home, GujaratCollege Road, Pin:380006, Ph:079-26404510, Pravin Ratilal Share & Stock Brokers Ltd,Sakar-I, 6th Floor, Opp.Gandhigram Rly Stn,Navrangpura,Pin:380009, Ph:079-26553700, SMC Global Securities Ltd,10-A, Kalapurnam,C G Road ,Near Municipal Market, Pin:380003, Ph:,9825612323,BANGALORE : Axis Capital Ltd,2A, 2nd Floor, REDIFICE Signature, Hospital Road, Pin:560001, Ph:080-40333222, JM Financial ServicesLtd, 97/4 Residency Rd, Pin - 560 025.Ph:-080- 30912400, Kotak Securities Limited,‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd, Ph:66203601,SMC Global Securities Ltd,2003/2, 2nd Floor, (above tata docomo showroom), 100 ft road, HAL 2nd Stage, Pin:560008, Ph:,9739161699, Way2wealthBrokers Pvt Ltd,Frontline Grandeur, Gr Floor, No 14, Walton Road, Pin:560001, Ph:080-43676859, BHAVNAGAR : Marwadi Shares & Finance,203-Prithvi Complex. 2nd Floor, Kalanala, Ph:0278-2433713, BHOPAL : Kalpataru Multiplier Ltd,102-103, Earning Point, Mandakini Chouraha,Ph:0755-4276709, Kalpataru Multiplier Ltd,12-B, Indrapuri, Near SBI, Plant Area Branch, Bhel, Pin:462021, Ph:0755-4261959, Kalpataru MultiplierLtd,134-136, Bhopal Plaza, Nr Bhopal Talkies, Hamidia Road, Ph:0755-4094059, Kalpataru Multiplier Ltd,E-3/103 Arera Colony, Near CindrellaSchool, Pin:462016, Ph:0755-4276724, Kalpataru Multiplier Ltd,Hall-2, 1st Flr, Above Central Bk,GTB Cmplx, T T Nagar, Pin:462001, Ph:0755-4235726, Kalpataru Multiplier Ltd,Kalpataru House, 18 Itwara, Pin:462001, Ph:0755-4084201, CHANDIGARH : SMC Global Securities Ltd,SCO -122-123, 2nd Floor, Cabin No -61, Sector -8C,Madhya Marg, Pin:160009, Ph: CHENNAI : Axis Securities Ltd,11, Vijay Delux Apts., 7/4 FirstMain Road, CIT Colony, Mylapore, Pin:600004, Ph:044-39184335/4226, JM Financial Services Ltd, Gee Gee Crystal - 5th Floor,91-92.Dr.Radhakrishnan Salai,Mylapore, Pin:600004. Ph:044-42255666, Kotak Securities Limited,GRR Business Cneter, No.21, Vaidyaraman Street, TNagar, Ph:66462000, SMC Global Securities Ltd,Salzburg square,flat no.1, 3rd Floor,Door no .107,Harrington Road Chetpet, Pin:600031, Ph: Sun ‘N’Sun Financial Services,357, Mint Street, 2nd Flr, Sowcarpet, Pin:600079, Ph:044-5395925, Systematix Shares & Stocks Ltd,4th Floor,EGA TradeCentre,Block C &D, 809,Poonamallee High Rd, Pin:600010, Ph:044-30582078, COIMBATORE : Kotak Securities Limited,1st Floor, Red rosechamber, 1437,Trichy road, Ph:6699666, DEHRADUN : SMC Global Securities Ltd,7,8,9&10 shiva palace, second floor, rajpur Road, Pin:248001,Ph:,9368572105, DURGAPUR : Eureka Stock & Share Broking Services Ltd,Acharjee Market, Ground Floor, Benachitty, Pin:713213, Ph:0343-2584650, GUWAHATI : Pukhraj Lunkar,Ground Floor, Sagar Apts., Satijayamati Road, B/H.Vrindavan Mkt., Athgaon, Pin:781001, Ph:0361-2511933,HISSAR : SMC Global Securities Ltd,Mago Securities Ltd 104, SCF Gram, 1st Floor Green Square Market, Ph:,9416023332, HYDERABAD : AxisSecurities Ltd,6-3-650/217B & C, Maheshwari Chambers, 2nd Flr.,Somajiguda, Pin:500082, Ph:040-398936 26/30658502, JM FinancialServices Ltd, 9-10 Uma Chambers,3rd Floor, Banjara Hills, Pin:500034. Ph:040-66360009, Kotak Securities Limited,9-1-777, 4th Flr, Beside ITCBldg, S D Rd, (LANE Opp to DBR Diagnosis, Ph:65326394, SMC Global Securities Ltd,206, 3rd floor Bhuvana Towers, Above CMR Exclusive, S DRoad, Secunderabad, Pin:500003, Ph:9347453777, Systematix Shares & Stocks Ltd,6-3-650, 2nd Floor, Office-206, Maheshwari Chambers, Somajiguda,Pin:500082, Ph:040-30789113, JM Financial Services Ltd, 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad, Pin:500003.Ph:040-39825200 INDORE : Kotak Securities Limited,314, Citi Centre, 570, M.G. Road, Ph:2537336, JM Financial Services Ltd, UG-7 & 8, GroundFloor, D M Tower, ,21/1, Race Course Road, Pin:452004,Ph:0731-3072111, SMC Global Securities Ltd,206,Gold Arcade 3/1 New Palasia Opp Curewellhospital, Ph:,9826062666, Systematix Shares & Stocks Ltd,206-207,Bansi Trade Centre,565/581,M G Road, Pin:452001, Ph:0731-3018111/15,Ashwani Dandia & Co,Room No. 236, Jaipur Stock Exchange Building, Malviya Nagar, Pin:302107, Ph:0141-2371603/ 2360790, Eureka Stock &Share Broking Services Ltd,213/214 Jaipur Towers, M.G. Road, Pin:302001, Ph:0141-3918040/41, JAIPUR : Ashwani Dandia & Co,7, Gopinath Marg,New Colony, Ph:0141-2371603, JM Financial Services Ltd, G-7 & G-8,Brij Anukamba,Plot No.K-13, Ashoka Marg,C-Scheme, Pin:302001, Ph:0141-3984400, SMC Global Securities Ltd,401, 4th Floor Shyam Anukampa Opp HDFC BANK Ashok Marg C scheme, Ph:,9001799686, Systematix Shares& Stocks Ltd,116, 1st Floor, Sunny Paradise, Nr Kamal & Co., Tonk Road, Pin:302018, Ph:0141-3963876, JAMNAGAR : Marwadi Shares &Finance,433-438, Indraprasth Complex, 4th Flr.,Nr Nobat karyalay,Pancheshwar Tower Rd, Pin:3610001, Ph:0288-2551763, Varia Securities,Mahavir,1st Floor, Grain Market, Pin:361001, Ph:0288-2550821, JAMSHEDPUR : Eureka Stock & Share Broking Services Ltd,1st Floor, RJS Bldg, DiagonalRoad, Bistapur, Ph:0657-2428777/ 2439882, SMC Global Securities Ltd,K2-L1 Tiwary Becher Complex ,P.O. Bistupur, Pin:831001, Ph:,9934399678,JODHPUR: Nine Star Broking Pvt Ltd,112,Parvati Shiv Krupa Tower, 1st A-B Road, Sardarpura, Pin:342003, Ph:0291-5150000, KANPUR : SMCGlobal Securities Ltd,Shop No G-21, Ground Floor, City Centre, The Mall, Pin:228001, Ph:,9305358433, KOCHI : Kotak Securities Limited,40/1400,11th Floor, Ensign Enclave, Jos Junction, M.G. Road, Ph:2377386, KOLKATA : Eureka Stock & Share Broking Services Ltd,B-3/4, Gillander House,8 N.S. Road, Pin:700001, Ph:033-39180348, JM Financial Services Ltd, Kankaria Estate, 8th Flr,6th Little Russell Street, Pin-700071, Ph: 033-39870330, Kotak Securities Limited,5th Floor, Apeejay House, Block ‘B’, 15, Park Street, Ph:22273999, SMC Global Securities Ltd,18, RabindraSarani Podder Court Gate No.4, 5th Floor, Pin:700001, Ph:,9933664479, Systematix Shares & Stocks Ltd,1,Old Court House Corner,Tobaco House,2ndFloor, Pin:700001, Ph:033-30287505-09, KOTA : SMC Global Securities Ltd,4-a-6 Talwandi Kota, Ph:,9829116982, Systematix Shares & StocksHOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED39
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APPLICANT'S UNDERTAKING HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED

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