“in the nature of form 2a - memorandum...

46
3 NATIONAL HOUSING BANK “IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS” Please read the Risk Factors carefully. See section titled “Risk Factors” on page no. 38 of this Abridged Prospectus THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES. PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference. NATIONAL HOUSING BANK (Constituted in 1988 under the Act of Parliament- National Housing Bank Act, 1987 and is wholly owned by the Reserve Bank of India) Head Office: 3rd - 5th Floor, Core- 5A, India Habitat Centre, Lodhi Road, New Delhi 110003, India Tele: +91 (11) 2464 9031-35; Fax: +91 (11) 24649037, 24646988, 24649041, Website: www.nhb.org.in Compliance Officer: Mr. K. Chakravarthy, Dy. General Manager; Tele: +91 (11) 2461 7832; Fax: +91 (11) 2461 7832, E-mail: [email protected]. **This Tranche-II Issue shall remain open for subscription from 10.00 a.m. to 5.00 p.m (Indian Standard Time) during the period indicated above with an option for early closure or extension, as may be decided by the Board of Directors or the Chairman and Managing Director. In the event of such early closure or extension of the subscription list of this Tranche-II Issue, NHB shall ensure that public notice of such early closure/extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in a leading national daily newspaper. IL&FS Trust Company Limited has vide its letter dated November 12, 2013 given its consent for its appointment as Bond Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequent periodical communications sent or to be sent to the holders of the Bonds issued pursuant to this Tranche-II Issue. PUBLIC ISSUE BY NATIONAL HOUSING BANK ("NHB" OR THE "ISSUER") OF TAX FREE BONDS OF FACE VALUE OF Rs. 5,000 EACH IN THE NATURE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES, HAVING BENEFITS UNDER SECTION 10(15)(iv)(h) OF THE INCOME TAX ACT, 1961, AS AMENDED ("BONDS") FOR AN AMOUNT OF RS 250 CRORE ("BASE ISSUE SIZE") WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO THE RESIDUAL SHELF LIMIT (AS DEFINED HEREINAFTER) (I.E. UP TO RS. 1,000 CRORE*) ("TRANCHE-II ISSUE") AND IS BEING OFFERED BY WAY OF THIS PROSPECTUS TRANCHE-II CONTAINING, INTERALIA, THE TERMS AND CONDITIONS OF THIS TRANCHE-II ISSUE (THE "PROSPECTUS TRANCHE-II"), WHICH SHOULD BE READ TOGETHER WITH SHELF PROSPECTUS DATED DECEMBER 24, 2013 AS AMENDED BY PUBLIC NOTICE DATED FEBRUARY 21, 2014 FILED WITH THE DESIGNATED STOCK EXCHANGE AND THE SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI"). THE SHELF PROSPECTUS TOGETHER WITH THE PROSPECTUS TRANCHE-II CONSTITUTES THE "PROSPECTUS". The Issue is being made under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended ("SEBI Debt Regulations") and pursuant to notification No. 61/2013/F.No.178/37/2013- (ITA.1) dated August 8, 2013, as amended vide Notification no. 11/ 2014 F.No. 178/9/2014- (ITA.1) dated February 13, 2014 issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India, issued (the "Notification"), by virtue of powers conferred upon it by item (h) of sub-clause (iv) of clause (15) of section 10 of the Income Tax Act, 1961, as amended (the "Income Tax Act"). *In terms of the Notification, NHB has raised Rs. 900 crore on a private placement basis in one tranche through information memorandum dated August 30, 2013 and Rs. 2,100 crore by way of public issue under the Tranche-I Issue through the Prospectus Tranche-I. Accordingly, the residual shelf limit is Rs. 1,000 crore (the "Residual Shelf Limit"). This limit shall be applicable for raising further funds through public issue route or private placement route. Further, NHB may also raise funds through private placement route in one or more tranches during the process of the present Issue. The aggregate amount raised through the private placement route shall not exceed Rs.1,200 crore i.e. up to 30% of the allocated limit for raising funds through tax free bonds during Fiscal 2014, in terms of the Notification. NHB shall ensure that the tax free bonds issued through public issue and private placement route shall together not exceed Rs. 4,000 crore. In case if NHB raises funds through private placements during the process of the present Issue, the Residual Shelf Limit for the Issue shall be reduced by such amount raised. GENERAL RISKS Investors are advised to read the Risk Factors carefully before taking an investment decision in relation to this Tranche-II Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and this Tranche-II Issue, including the risks involved. Specific attention of the Investors is invited to "Risk Factors" on page 9 of the Shelf Prospectus and "Recent Material Developments" on page 18 of this Prospectus Tranche-II before making an investment in this Tranche- II Issue. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), any registrar of companies or any stock exchange in India. ISSUER'S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Issuer and this Tranche-II Issue, which is material in the context of this Tranche-II Issue, that the information contained in this Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes this Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect at the time of this Tranche-II Issue. CREDIT RATING Credit Analysis & Research Limited (“CARE”) has, vide its letter dated October 28, 2013, assigned a rating of “CARE AAA” to the Bonds. Instruments with this rating are considered to have highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. CARE has vide its letters dated November 11, 2013, December 10, 2013 and February 19, 2014 revalidated its credit rating. CRISIL Limited (“CRISIL”) has, vide letter dated October 29, 2013, assigned a rating of “CRISIL AAA/Stable” to the Bonds. Instruments with this rating are considered to have highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. CRISIL has vide its letter dated December 10, 2013 and February 21, 2014 revalidated its credit rating. ICRA Limited (“ICRA”) has, vide its letter dated October 25, 2013, assigned a rating of “[ICRA] AAA (Stable)” to the Bonds. Instruments with this rating are considered to have highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. ICRA has vide its letter dated December 10, 2013 and February 18, 2014 revalidated its credit rating. These ratings are not a recommendation to buy, sell or hold securities, and Investors should take their own decision. These ratings are subject to revision or withdrawal at any time by the assigning rating agency (ies) and should be evaluated independently of any other ratings. For the revalidation letters dated February 19, 2014, February 21, 2014 and February 18, 2014, see “Annexure B: Credit Rating (Revalidation Letters)” of this Prospectus Tranche- II. For the rationale for these ratings, see “Annexure D – Credit Rating and Rationale” of the Shelf Prospectus. PUBLIC COMMENTS The Draft Shelf Prospectus dated December 13, 2013 and the Public Notice dated February 21, 2014 was filed with the National Stock Exchange of India Limited (“NSE”), the Designated Stock Exchange pursuant to the regulation 6(2) of the SEBI Debt Regulations and was open for public comments for a period of 7 working days i.e. until 5.00 p.m. from the date of filing of the Draft Shelf Prospectus (i.e. on December 20, 2013) and Public Notice (i.e. on March 1, 2014). LISTING The Bonds are proposed to be listed on the NSE, which has given its in-principle listing approval by letter no. NSE/LIST/225291-3 dated December 20, 2013 and letter no. NSE/LIST/231884-L dated March 3, 2014. The Designated Stock Exchange for the Issue is NSE. ISSUE PROGRAMME** ISSUE OPENS ON: MARCH 7, 2014 ISSUE CLOSES ON: MARCH 18, 2014

Upload: dangphuc

Post on 10-Mar-2018

225 views

Category:

Documents


4 download

TRANSCRIPT

Page 1: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

3NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Please read the Risk Factors carefully. See section titled “Risk Factors” on page no. 38 of this Abridged Prospectus

THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES. PLEASE ENSURE THAT YOU GET ALL PAGESPlease ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue.Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. Theinvestors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference.

NATIONAL HOUSING BANK(Constituted in 1988 under the Act of Parliament- National Housing Bank Act, 1987 and is wholly owned by the Reserve Bank of India)

Head Office: 3rd - 5th Floor, Core- 5A, India Habitat Centre, Lodhi Road, New Delhi 110003, IndiaTele: +91 (11) 2464 9031-35; Fax: +91 (11) 24649037, 24646988, 24649041, Website: www.nhb.org.in

Compliance Officer: Mr. K. Chakravarthy, Dy. General Manager; Tele: +91 (11) 2461 7832; Fax: +91 (11) 2461 7832, E-mail: [email protected].

**This Tranche-II Issue shall remain open for subscription from 10.00 a.m. to 5.00 p.m (Indian Standard Time) during the period indicated above with an option for early closure or extension, as may be decidedby the Board of Directors or the Chairman and Managing Director. In the event of such early closure or extension of the subscription list of this Tranche-II Issue, NHB shall ensure that public notice of such earlyclosure/extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in a leading national daily newspaper.IL&FS Trust Company Limited has vide its letter dated November 12, 2013 given its consent for its appointment as Bond Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequentperiodical communications sent or to be sent to the holders of the Bonds issued pursuant to this Tranche-II Issue.

PUBLIC ISSUE BY NATIONAL HOUSING BANK ("NHB" OR THE "ISSUER") OF TAX FREE BONDS OF FACE VALUE OF Rs. 5,000 EACH IN THENATURE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES, HAVING BENEFITS UNDER SECTION 10(15)(iv)(h) OF THEINCOME TAX ACT, 1961, AS AMENDED ("BONDS") FOR AN AMOUNT OF RS 250 CRORE ("BASE ISSUE SIZE") WITH AN OPTION TO RETAINOVERSUBSCRIPTION UPTO THE RESIDUAL SHELF LIMIT (AS DEFINED HEREINAFTER) (I.E. UP TO RS. 1,000 CRORE*) ("TRANCHE-IIISSUE") AND IS BEING OFFERED BY WAY OF THIS PROSPECTUS TRANCHE-II CONTAINING, INTERALIA, THE TERMS AND CONDITIONSOF THIS TRANCHE-II ISSUE (THE "PROSPECTUS TRANCHE-II"), WHICH SHOULD BE READ TOGETHER WITH SHELF PROSPECTUSDATED DECEMBER 24, 2013 AS AMENDED BY PUBLIC NOTICE DATED FEBRUARY 21, 2014 FILED WITH THE DESIGNATED STOCK EXCHANGEAND THE SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI"). THE SHELF PROSPECTUS TOGETHER WITH THE PROSPECTUSTRANCHE-II CONSTITUTES THE "PROSPECTUS".The Issue is being made under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended ("SEBI DebtRegulations") and pursuant to notification No. 61/2013/F.No.178/37/2013- (ITA.1) dated August 8, 2013, as amended vide Notification no. 11/ 2014 F.No. 178/9/2014-(ITA.1) dated February 13, 2014 issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India, issued (the"Notification"), by virtue of powers conferred upon it by item (h) of sub-clause (iv) of clause (15) of section 10 of the Income Tax Act, 1961, as amended (the "IncomeTax Act").*In terms of the Notification, NHB has raised Rs. 900 crore on a private placement basis in one tranche through information memorandum dated August 30, 2013 andRs. 2,100 crore by way of public issue under the Tranche-I Issue through the Prospectus Tranche-I. Accordingly, the residual shelf limit is Rs. 1,000 crore (the "ResidualShelf Limit"). This limit shall be applicable for raising further funds through public issue route or private placement route. Further, NHB may also raise funds throughprivate placement route in one or more tranches during the process of the present Issue. The aggregate amount raised through the private placement route shall notexceed Rs.1,200 crore i.e. up to 30% of the allocated limit for raising funds through tax free bonds during Fiscal 2014, in terms of the Notification. NHB shall ensurethat the tax free bonds issued through public issue and private placement route shall together not exceed Rs. 4,000 crore. In case if NHB raises funds through privateplacements during the process of the present Issue, the Residual Shelf Limit for the Issue shall be reduced by such amount raised.

GENERAL RISKSInvestors are advised to read the Risk Factors carefully before taking an investment decision in relation to this Tranche-II Issue. For taking an investment decision,Investors must rely on their own examination of the Issuer and this Tranche-II Issue, including the risks involved. Specific attention of the Investors is invited to "RiskFactors" on page 9 of the Shelf Prospectus and "Recent Material Developments" on page 18 of this Prospectus Tranche-II before making an investment in this Tranche-II Issue. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ("SEBI"), theReserve Bank of India ("RBI"), any registrar of companies or any stock exchange in India.

ISSUER'S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Issuer and thisTranche-II Issue, which is material in the context of this Tranche-II Issue, that the information contained in this Prospectus is true and correct in all material respects andis not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission ofwhich makes this Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect at the time ofthis Tranche-II Issue.

CREDIT RATINGCredit Analysis & Research Limited (“CARE”) has, vide its letter dated October 28, 2013, assigned a rating of “CARE AAA” to the Bonds. Instruments with this ratingare considered to have highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. CARE has vide its letters datedNovember 11, 2013, December 10, 2013 and February 19, 2014 revalidated its credit rating. CRISIL Limited (“CRISIL”) has, vide letter dated October 29, 2013,assigned a rating of “CRISIL AAA/Stable” to the Bonds. Instruments with this rating are considered to have highest degree of safety regarding timely servicing of financialobligations. Such instruments carry lowest credit risk. CRISIL has vide its letter dated December 10, 2013 and February 21, 2014 revalidated its credit rating. ICRALimited (“ICRA”) has, vide its letter dated October 25, 2013, assigned a rating of “[ICRA] AAA (Stable)” to the Bonds. Instruments with this rating are considered tohave highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. ICRA has vide its letter dated December 10,2013 and February 18, 2014 revalidated its credit rating. These ratings are not a recommendation to buy, sell or hold securities, and Investors should take their owndecision. These ratings are subject to revision or withdrawal at any time by the assigning rating agency (ies) and should be evaluated independently of any other ratings.For the revalidation letters dated February 19, 2014, February 21, 2014 and February 18, 2014, see “Annexure B: Credit Rating (Revalidation Letters)” of thisProspectus Tranche- II. For the rationale for these ratings, see “Annexure D – Credit Rating and Rationale” of the Shelf Prospectus.

PUBLIC COMMENTSThe Draft Shelf Prospectus dated December 13, 2013 and the Public Notice dated February 21, 2014 was filed with the National Stock Exchange of India Limited(“NSE”), the Designated Stock Exchange pursuant to the regulation 6(2) of the SEBI Debt Regulations and was open for public comments for a period of 7 working daysi.e. until 5.00 p.m. from the date of filing of the Draft Shelf Prospectus (i.e. on December 20, 2013) and Public Notice (i.e. on March 1, 2014).

LISTINGThe Bonds are proposed to be listed on the NSE, which has given its in-principle listing approval by letter no. NSE/LIST/225291-3 dated December 20, 2013 and letterno. NSE/LIST/231884-L dated March 3, 2014. The Designated Stock Exchange for the Issue is NSE.

ISSUE PROGRAMME**ISSUE OPENS ON: MARCH 7, 2014 ISSUE CLOSES ON: MARCH 18, 2014

Page 2: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

4 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

DETAILS RELATING TO ENTITIES ASSOCIATEDWITH THE ISSUE

LEAD MANAGERS TO THE ISSUE

EDELWEISS FINANCIAL SERVICES LIMITED14th Floor, Edelweiss House, Off CST Road, KalinaMumbai 400 098, Maharashtra, IndiaTel: +91 (22) 4086 3535Fax: +91 (22) 4086 3610Email: [email protected] grievance email:[email protected]: www.edelweissfin.comContact Person : Ms. Sujaya Moghepadhye/ Mr. Sumeet LathCompliance Officer : B. RenganathanSEBI Registration No.: INM0000010650

AXIS CAPITAL LIMITED1st floor, Axis House, C-2 Wadia International Centre, P.B.Marg, Worli, Mumbai 400 025Tel: +91 (22) 4325 2525;Fax: +91 (22) 4325 3000Email: [email protected] Grievance Email: [email protected]: www.axiscapital.co.inContact Person: Mr. Akash AggarwalCompliance Officer: Mr. M. NatarajanSEBI Registration No.: INM000012029

RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED47, M.M. Road,Rani Jhansi Marg, JhandewalanNew Delhi – 110 055Tele: +91 (11) 2363 6362/63Fax: +91 (11) 2363 6746Email: [email protected] Grievance Email: [email protected]: www.rrfcl.com/www.rrfinance.comContact Person: Mr. Anurag AwasthiCompliance Officer: Mr. Rakesh GulatiSEBI Registration No.: INM000007508CONSORTIUM MEMBERSIn addition to the Lead Managers, following are also theconsortium members for the marketing of the Issue:EDELWEISS SECURITIES LIMITED2nd Floor, M.B. TowersPlot no. 5, Road no. 2Banjara Hills, Hyderabad 500 034Telephone: +91 22 6747 1342Facsimile: + 91 22 6747 1347E-mail ID: [email protected]: www.edelweissfin.comInvestor Grievance ID: [email protected] Person: Mr. Prakash BorichaSEBI Registration Number: INB011193332 (BSE)/ INB231193310(NSE)/ INB261193396 (MCX-SX)

RR EQUITY BROKERS PRIVATE LIMITED47 M.M, Road Rani Jhansi Marg,Jhandewalan New Delhi- 100055Tel: +91 (11) 2363 6362 / 63Fax: +91 (11) 2363 6666Email: [email protected] Grievance Email: [email protected]: www.rrfcl.com/www.rrfinance.comContact person: Mr. Manish AgrawalCompliance Officer: Mr. Manish AgrawalSEBI Registration No.: NSE-INB231219636 & BSE-INB011219632REGISTRAR TO THE ISSUE

KARVY COMPUTERSHARE PRIVATE LIMITEDPlot No. 17 to 24, Vithal Rao NagarMadhapur, Hyderabad 500 081, A.PTelephone: +91(40) 4456 5000Facsimile +91 (40) 2343 1551Email ID: [email protected] Grievance ID: [email protected]: http://karisma.karvy.comContact Person : Mr. M. Murali KrishnaSEBI Registration Number: INR000000221BOND TRUSTEE/ TRUSTEE

IL&FS TRUST COMPANY LIMITEDThe IL&FS Financial Centre, Plot C-22, G Block, Bandra KurlaComplex, Bandra (East), Mumbai 400 051Tel: +91 (22) 2659 3333; Fax: +91 (22) 2653 3297;Email: [email protected];Investor Grievance Email:[email protected]: www.itclindia.com;Contact Person: Vivek ChoudharySEBI Registration No.: IND000000452IL&FS Trust Company Limited has by its letter dated November12, 2013 given its consent for its appointment as Bond Trustee tothe Issue and for its name to be included in the Draft ShelfProspectus, the Shelf Prospectus, Prospectus Tranche-II, and inall the subsequent periodical communications sent to the holdersof the Bonds issued, pursuant to this Issue pursuant toRegulation 4(4) of the SEBI Debt Regulations.COMPLIANCE OFFICERMR. K. CHAKRAVARTHYDeputy General MangerNational Housing Bank, 3rd Floor, Core 5AIndia Habitat Centre, Lodhi Road,New Delhi -110003Tel.: +91 (11) 2641 7832 (Direct)Fax: +91 (11) 2461 7832Email: [email protected] may contact the Registrar to the Issue or the ComplianceOfficer in case of any pre-Issue or post-Issue related problemssuch as non-receipt of Allotment Advice, bond certificate (forApplicants who have applied for Allotment in physical form), dematcredit of allotted bonds in the respective beneficiary account orrefund orders.

Page 3: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

5NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

STATUTORY AUDITORSM/S V.K. VERMA & CO.,C-37, Connaught Place, New Delhi-110001Tel. No.: +91 (11) 2341 5811Fax.: +91 (11) 2341 79275Email: [email protected]; Website: www.vkvermaco.comRegistration number: 000386NLEGAL ADVISOR TO THE ISSUEDHIR & DHIR ASSOCIATESAdvocate & SolicitorsD-55, Defence Colony, New Delhi- 100 024Tele: +91 (11) 4241 0000Fax: +91 (11) 4241 0091Contact Person: Mr. Girish RawatWebsite: www.dhirassociates.comESCROW COLLECTION BANKS / BANKERS TO THE ISSUEPunjab National BankCapital Market Services Branch5-Sansad Marg, New Delhi-110001Tel: +91 (11) 23737531,33,35Fax: +91 (11) 23737528E-mail: [email protected]; Website: www.pnbindia.inContact Person: Mr. Mukesh KumarSEBI Registration Number: INBI00000084

Kotak Mahindra Bank LimitedKotak Towers, Cash Management Services,6th Floor, Zone 3, Building No. 21,Infinity Park, Off Western Express Highway,Goregaon Mulund Link Road, Malad (East), Mumbai 400 097Tel: +91 (22) 6605 6959Fax: +91 (22) 6646 6540E-mail: [email protected]; Website: www.kotak.comContact Person: Mr.Prashant SawantSEBI Registration Number: INBI00000927

Axis Bank Limited148, Statesman House, Barakhamba Road, New Delhi- 110001Tel: +91(11) 4742 5100Fax: +91 (11) 2331 1054E-mail:[email protected],[email protected], [email protected],[email protected],[email protected]: www.axisbank.comContact Person: Mr. Ashish Dhall, Mr. Amit Mishra,Mr. Rajkumar MiglaniSEBI Registration Number: INBI00000017

HDFC Bank LimitedFIG-OPS Department – Lodha, I Think Techno CampusO-3 Level, Next to Kanjurmarg Railway StationKanjurmarg (East), Mumbai 400 042Tel: +91 (22) 3075 2928Fax: +91 (22) 2579 9801E-mail: [email protected],[email protected], [email protected],[email protected], [email protected]: www.hdfcbank.comContact Person: Mr.Uday Dixit/ Mr. Siddarth JadhavSEBI Registration Number: INBI00000063

ICICI Bank Limited1st Floor, 122, Mistry Bhavan,Dinshaw Vachha Marg, Churchgate, Mumbai- 400 020Tel: +91 (22) 22859932; Fax: +91 (22) 22611138E-mail: [email protected],Website: www.icicibank.comContact Person: Mr. Rishav BagrechaSEBI Registration Number: INBI00000004IndusInd Bank LimitedCash Management Services, Solitaire Park, No.1001Building No. 10, Ground Floor, Guru Hargovindji MargAndheri (East), Mumbai 400 093Tel: +91 (22) 6772 3901 - 3917; Fax: +91 (22) 6772 3998E-mail: [email protected]: www.indusind.comContact Person: Mr. Sanjay VasarkarSEBI Registration Number: INBI00000002

Yes Bank Limited*8th Floor, India Bulls Financial Centre, Tower 2,Senapati Bapat Marg, Elphinstone (W), Mumbai 400 013Tel: +91 (22) 3347 7251; Fax: +91 (22) 24974875E-mail: [email protected]; Website: www.yesbank.inContact Person: Mr. Shankar Vichare/ Avinash PawarSEBI Registration Number: INBI00000935* The Certificate of Registration issued by SEBI was valid till January 9,2014. Yes Bank Limited vide its letter dated October 8, 2013 has appliedfor renewal for the registration and the same is yet to be received.

IDBI Bank Limited**Unit no.2, Corporate Park, SionTrombay Road,Chembur, Mumbai 400 071Tel: +91 (22) 6690 8402; Fax: +91 (22) 2528 6173E-mail: [email protected]; Website: www.idbibank.comContact Person: Mr. V. Jayananthan (Head-CMS Operations)SEBI Registration Number: INBI00000076** The Certificate of Registration issued by SEBI was valid till February6, 2014. IDBI Bank Limited vide its letter dated October 31, 2013 hasapplied for renewal for the registration and the same is yet to bereceived.

State Bank of India, Capital Market BranchVideocon Heritage (Killick House),Ground Floor, CharanjitRaiMarg, Fort, Mumbai 400 001Tel: +91 (22) 2209 4932/ 2209 4927Fax: +91 (22) 2209 4921/ 2209 4922E-mail: [email protected], [email protected]: www.statebankofindia.comContact Person: Mr. Anil SawantSEBI Registration Number: INBI00000038

Union Bank of IndiaPaharganj Brach,Tel: +91 (11) 23673838; Fax: +91 (11) 23674848E-mail: [email protected]: http://unionbankofinida.comContact Person: Mr. Dinesh Chandra LakheraSEBI Registration Number: INBI00000006REFUND BANKSHDFC Bank LimitedFIG-OPS Department – Lodha, I Think Techno CampusO-3 Level, Next to Kanjurmarg Railway StationKanjurmarg (East), Mumbai 400 042Tel: +91 (22) 3075 2928 ; Fax: +91 (22) 2579 9801E-mail: [email protected],[email protected], [email protected],[email protected], [email protected]

Page 4: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

6 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Website: www.hdfcbank.comContact Person: Mr.Uday Dixit/ Mr. Siddarth JadhavSEBI Registration Number: INBI00000063SELF CERTIFIED SYNDICATE BANKSThe list of Designated Branches that have been notified by SEBIto act as SCSBs for ASBA process is provided on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed bySEBI from time to time. For more information on the DesignatedBranches collecting ASBA Applications, see the above mentionedweb-link.SYNDICATE SCSB BRANCHESIn relation to ASBA Applications submitted to the Syndicate orthe Trading Members of the Stock Exchange(s) only in thespecified cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad,Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat),the list of branches of the SCSBs at the Specified Cities named bythe respective SCSBs to receive deposits of ASBA Applicationsfrom such Syndicate, sub-brokers or the Trading Members of theStock Exchange(s) is provided on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at suchother website as may be prescribed by SEBI from time to time. Formore information on such branches collecting ASBA Applicationsfrom Members of the Syndicate or the Trading Members of theStock Exchange(s) only in the Specified Cities, see the abovementioned web-link.CREDIT RATING AGENCIESCredit Analysis & Research Limited13th Floor, E-1, Videocon Tower,Jhandewalan Extension,New Delhi- 110 055Tele: +91 (11) 4533 3220Fax: +91 (11) 4533 3238Email: [email protected]: www.careratings.comContact person: Ms. Jasmeen KaurSEBI Registration No.: IN/CRA/004/1999

CRISIL LimitedCRISIL House, Central Avenue,Hiranandani Business Park,Powai, Mumbai 400 076Tel: +91 (22) 3342 3000 (B)Fax: +91 (22) 3342 3050Email: [email protected]: www.crisil.comContact Person: Mr. Rajat BahlSEBI Registration Number: IN/CRA/001/1999

ICRA LimitedBuilding No. 8,2nd floor, Tower ADLF Cyber City, Phase II,Gurgaon 122 002Tel: +91 (124) 4545 300Fax: +91 (124) 4050 424Email: [email protected] Grievance Email: [email protected]

Website: www.icra.inContact Person: Mr. Vivek MathurSEBI Registration Number: IN/CRA/003/1999DISCLAIMER

Participation of any of the aforementioned persons or entitiesis subject to the applicable statutory and/or regulatoryrequirements in connection with the subscription to Indiansecurities in the nature of the Bonds by such persons or entities.Applicants are advised to ensure that Applications made bythem do not exceed the investment limits under applicablestatutory and or regulatory provisions. Applicants are advisedto ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connectionwith applying for, subscribing to, or seeking Allotment of Bondspursuant to the Tranche –II Issue. The Lead Managers andtheir respective associates and affiliates are permitted tosubscribe in the Tranche-II Issue.

Applicants are advised to read the Shelf Prospectus and theProspectus Tranche-II filed with the Stock Exchange and thegeneral instructions contained in the Application Form carefullyand to satisfy themselves of the disclosures before making anapplication for subscription. Unless otherwise specified, all theterms used in the Application Form shall have the same meaningas in the Prospectus. For a copy of the Prospectus, the applicantmay request us and/or the Lead Managers. Further investorsare advised to retain the copy of the Prospectus/AbridgedProspectus for their future reference. Please fill in the Form inEnglish using BLOCK letters. Investors should carefully choosethe Series of Bonds they wish to apply for. For details, pleaserefer to section ‘Terms of the Issue’ on page 40 of the ProspectusTranche-II.

OBJECTS OF THE ISSUE 7

ISSUE PROCEDURE 7

PAYMENT INSTRUCTIONS 17

TERMS OF THE ISSUE 20

OTHER INSTRUCTIONS 28

DETAILS PERTAINING TO THE COMPANY 31

LEGAL AND OTHER INFORMATION 34

RISK FACTORS 38

DECLARATION 40

CENTERS FOR AVAILABILITY AND ACCEPTANCE 41OF APPLICATION FORMS

LIST OF SELF CERTIFIED SYNDICATE BANKS 47(SCSBS) UNDER THE ASBA PROCESS

TABLE OF CONTENTS

Page 5: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

7NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

DETAILS PERTAINING TO THE ISSUEOBJECTS OF THE ISSUE

1. Issue ProceedsThis is a Public issue by NHB of the tax free bonds in the natureof secured redeemable non-convertible debentures of face valueof Rs. 5,000/- each, having benefits under section 10(15)(iv)(h) ofthe Income Tax Act, for an amount of Rs. 250 crore with an optionto retain oversubscription upto the Residual Shelf Limit (i.e. Rs.1,000 crore*) and is being offered by way of this ProspectusTranche-II containing, interalia, the terms and conditions ofTranche- II Issue which should be read together with the ShelfProspectus filed with the Designated Stock Exchange and SEBI.The Shelf Prospectus together with this Prospectus Tranche-IIconstitutes the "Prospectus". The Issue is being made under theSEBI Debt Regulations and pursuant to Notification No. 61/2013/F.No.178/37/2013-(ITA.1) dated August 8, 2013, as amended videNotification no. 11/ 2014 F.No. 178/9/2014-(ITA.1) dated February13, 2014 issued by the Central Board of Direct Taxes, Departmentof Revenue, MoF, GoI, by virtue of powers conferred on it undersection 10(15)(iv)(h) of the Income Tax Act.*In terms of the Notification, NHB has raised Rs. 900 crore ona private placement basis in one tranche through informationmemorandum dated August 30, 2013 and Rs. 2,100 crore byway of public issue under the Tranche-I Issue through theProspectus Tranche-I. Accordingly, the Residual Shelf Limit isRs. 1,000 crore. This limit shall be applicable for raising furtherfunds through public issue route or private placement route.Further, NHB may also raise funds through private placementroute in one or more tranches during the process of the presentIssue. The aggregate amount raised through the privateplacement route shall not exceed Rs.1,200 crore i.e. up to 30%of the allocated limit for raising funds through tax free bondsduring Fiscal 2014, in terms of the Notification. NHB shallensure that the tax free bonds issued through public issue andprivate placement route shall together not exceed Rs. 4,000crore. In case if NHB raises funds through private placementsduring the process of the present Issue, the Residual Shelf Limitfor the Issue shall be reduced by such amount raised.Object of the IssueTo mobilize long term resources for providing financial assistancefor housing or for any other purpose as laid down in the NHB Actand as amended from time to time.Utilisation of Issue ProceedsThe proceeds of Tranche-II Issue may be utilised for normalbusiness activities of NHB and for such other purposes as maybe decided by NHB's Board or Chairman and Managing Directorand as permissible under NHB Act, and in accordance with allapplicable laws including the Foreign Exchange Management(Borrowing and Lending in Rupees) Regulations, 2000, asamended. For more information on NHB's business and associatedrisks, see "Business" and "Risk Factors" on pages 46 and 9 ofthe Shelf Prospectus, respectively.The objects of NHB as specified in NHB Act permits it toundertake its existing activities as well as the activities for whichthe funds are being raised through this Tranche-II Issue.In accordance with SEBI Debt Regulations, NHB is required notto utilise the proceeds of this Tranche-II Issue for providingloans to or acquisitions of shares of any person who is a part ofthe same group as NHB or who is under the same management asNHB or any subsidiary or associate company of NHB. Further,NHB is a statutory authority and, as such, we do not have anyidentifiable 'group' companies or 'companies under the samemanagement' though we do have shareholding interest in certain

Special Purpose Vehicles which are engaged in the area of housingdevelopment.We shall utilise this Tranche-II Issue proceeds only on executionof documents for creation of security as stated in this ProspectusTranche-II under "Terms of the Issue" on page 40 of thisProspectus Tranche-II and on the listing of the Bonds.2. Interim use of ProceedsThe Board or Chairman and Managing Director, in accordancewith policies formulated from time to time, will have flexibility indeploying the proceeds of this Tranche-II Issue. Pendingutilisation of this Tranche-II Issue proceeds for the purposesdescribed above, NHB intends to temporarily invest funds inhigh quality interest bearing liquid instruments including moneymarket mutual funds, deposits with banks or temporarily deploythe funds in investment grade interest bearing securities or inter-corporate loans as may be approved by the Board or Chairmanand Managing Director. Such investment would be in accordancewith the investment policies approved by the Board of Directorsor Chairman and Managing Director, from time to time.3. Monitoring of Utilization of FundsIn terms of the SEBI Debt Regulations, there is no requirementfor appointment of a monitoring agency in relation to the use ofproceeds of this Tranche-II Issue. The Board or Chairman andManaging Director shall monitor the utilisation of the proceedsof this Tranche-II Issue. NHB will disclose in our financialinformation for the relevant fiscal commencing from Fiscal 2014,the utilization of the proceeds of this Tranche-II Issue under aseparate head along with any details in relation to all suchproceeds of the Tranche-II Issue that have not been utilizedthereby also indicating investments, if any, of such unutilizedproceeds of this Tranche-II Issue.For more information, see “Terms of the Issue - Utilisation ofIssue Proceeds” and “Issue Procedure -Monitoring &Reporting of Utilisation of Issue Proceeds” on pages 38 and 30of this Abridged Prospectus.For further details please see “Objects of the Issue” on page 27of the Prospectus Tranche-II.ISSUE PROCEDUREThis section applies to all Applicants. ASBA Applicants andApplicants making Direct Online Applications using the onlinepayment facility of the Stock Exchange(s) should note that theASBA and Direct Online Applications processes involveapplication procedures which may be different from theprocedures applicable to Applicants who apply for Bondsthrough any of the other permitted channels and accordinglyshould carefully read the provisions applicable to ASBA andDirect Online Applications, respectively.All Applicants are required to make payment of the fullApplication Amount with the Application Form. ASBAApplicants are required to ensure that the ASBA Account hassufficient credit balance such that an amount equivalent to thefull Application Amount can be blocked by the SCSBs.ASBA Applicants may submit their ASBA Applications to theMembers of the Syndicate or Trading Members of the StockExchange(s) only in the Specified Cities or directly to theDesignated Branches of SCSBs. Applicants other than ASBAApplicants are required to submit their Applications to theMembers of the Syndicate or Trading Members of the StockExchange(s) at the centres mentioned in the Application Formor make Direct Online Applications using the online paymentfacility of the Stock Exchange(s). For further information, pleaserefer to “Submission of duly Completed Application Forms”on page 69 of the Prospectus Tranche-II.

Page 6: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

8 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

This section has been prepared based on SEBI Circular No.CIR./IMD/DF-1/20/2012 dated July 27, 2012 and is subject tothe Stock Exchange(s) putting in place the necessary systemsand infrastructure for implementation of the abovementionedcircular, including the systems and infrastructure required inrelation to Direct Online Applications through the onlineplatform and online payment facility to be offered by StockExchange(s) and accordingly is subject to any furtherclarification, notification, modification, direction, instructionsand/or correspondence that may be issued by the StockExchange(s) and/or SEBI.Specific attention is drawn to the circular (No. CIR/IMD/DF/18/2013) dated October 29, 2013 issued by SEBI, which amendsthe provisions of the 2012 Circular to the extent that it providesfor allotment in public issues of debt securities to be made onthe basis of date of upload of each application into theelectronic book of the Stock Exchanges, as opposed to the dateand time of upload of each such application. In the event of,and on the date of oversubscription, however, allotments inpublic issues of debt securities is to be made on a proportionatebasis.Applicants are accordingly advised to carefully read theProspectus Tranche-II, Application Form, and the ShelfProspectus in relation to any proposed investment. Theinformation below is given for the benefit of the Investors. NHB,the Registrar to the Issue, and the Lead Managers shall not beliable for any amendment or modification or changes inapplicable laws or regulations, which may occur after the dateof the Prospectus Tranche-II.Trading Members of the Stock Exchange(s) who wish to collectand upload Applications in the Tranche-II Issue on the electronicapplication platform provided by the Stock Exchange(s) willneed to approach the respective Stock Exchange(s) and followthe requisite procedures prescribed by the relevant StockExchange. The Members of the Syndicate, NHB and theRegistrar to the Issue shall not be responsible or liable for anyerrors or omissions on the part of the Trading Members of theStock Exchange(s) in connection with the responsibility of suchTrading Members of the Stock Exchange(s) in relation tocollection and upload of Applications in the Tranche-II Issueon the online platform and online payment facility to beprovided by the Stock Exchange(s). Further, the relevant StockExchange(s) shall be responsible for addressing Investorgrievances arising from Applications through Trading Membersregistered with such Stock Exchange(s).Procedure for Application

4. Availability of Shelf Prospectus, Prospectus Tranche-II,Abridged Prospectus and Application Forms

Please note that there is a single Application Form for ASBAApplicants as well as non-ASBA Applicants who are personsresident in India.Physical copies of the Abridged Prospectus containing salientfeatures of Shelf Prospectus and the Tranche-II Issue togetherwith Application Forms may be obtained from:(a) NHB’s Head Office;(b) Offices of the Consortium Members and sub-brokers;(c) Trading Members of the Stock Exchange(s); and(d) Designated Branches of SCSBs.Electronic Application Forms will be available on the websites ofthe Stock Exchange(s), Consortium Members and the SCSBs thatpermit submission of ASBA Applications electronically. A uniqueapplication number (“UAN”) will be generated for everyApplication Form downloaded from the websites of the StockExchange(s). Hyperlinks to the websites of the Stock Exchange(s)

for this facility will be provided on the websites of the LeadManagers and the SCSBs. In addition, online beneficiary accountportals may provide a facility of submitting Application Formsonline to their account holders.Trading Members of the Stock Exchange(s) can downloadApplication Forms from the websites of the Stock Exchange(s).Further, Application Forms will be provided to Trading Membersof the Stock Exchange(s) at their request. NHB may also provideApplication Forms for being downloaded and filled at suchwebsite as it may deem fit.On a request being made by any Applicant before the IssueClosing Date, physical copies of the Shelf Prospectus, relevantTranche Prospectus (es) and Application Form can be obtainedfrom NHB’s Head Office, as well as offices of the Lead Managers.Electronic copies of Shelf Prospectus and the Prospectus Tranche-II will be available on the websites of the Lead Managers, theStock Exchange(s), SEBI and the SCSBs.5. Who can apply?The following categories of persons are eligible to apply in theIssue.Category I (“Qualified Institutional Buyers”) (“QIBs”)**• Public financial institutions as defined in Section 2 (72)

of the Companies Act, 2013 as amended• Indian Alternative Investment Funds eligible to invest under

the SEBI (Alternative Investment Funds) Regulations, 2012,as amended

• Scheduled commercial banks,• Mutual funds registered with SEBI,• State industrial development corporations, Insurance

companies registered with the Insurance Regulatory andDevelopment Authority,

• Provident funds with a minimum corpus of Rs. 25 crore,• Pension funds with a minimum corpus of Rs. 25 crore,• The National Investment Fund set up by resolution F. No. 2/

3/2005-DD-II dated November 23, 2005 of the GoI, publishedin the Gazette of India,

• Insurance funds set up and managed by the army, navy, orair force of the Union of India, and

• Insurance funds set up and managed by the Department ofPosts, India, which are authorized to invest in Bonds.

Category II (“Domestic Corporates”) **• Companies within the meaning of section 2(20) of the

Companies Act, 2013, Limited Liability Partnershipsregistered under the provisions of the LLP Act, statutorycorporations, trust, partnership firms in the name of partner,cooperative banks, regional rural banks, societies registeredunder the applicable law in India, Association of Personsand other domestic legal entities registered under applicablelaws in India, which are authorised to invest in Bonds

Category III (“High Networth Individuals”) (“HNIs”)• The following investors applying for an amount aggregating

to more than Rs. 0.10 crore across all Series of Bonds in eachTranche Issue

• Resident Individual Investors• Hindu Undivided Families applying through the KartaCategory IV(“Retail Individual Investors”) (“RIIs”)• The following investors applying for an amount aggregating

up to and including Rs. 0.10 crore across all Series of Bondsin each Tranche Issue

• Resident Individual Investors• Hindu Undivided Families through the Karta**With regard to Section 372A(3) of the Companies Act, 1956,kindly refer to General Circular No. 6/ 2013, dated March 14,2013 Ministry of Corporate Affairs, GoI clarifying that in cases

Page 7: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

9NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

where the effective yield on tax free bonds is greater than theprevailing bank rate, there shall be no violation of Section372A(3) of the Companies Act, 1956.Participation of any of the aforementioned persons or entities issubject to the applicable statutory and/or regulatoryrequirements in connection with the subscription to Indiansecurities in the nature of the Bonds by such persons or entities.Applicants are advised to ensure that Applications made by themdo not exceed the investment limits under applicable statutoryand or regulatory provisions. Applicants are advised to ensurethat they have obtained the necessary statutory and/or regulatorypermissions/consents/approvals in connection with applying for,subscribing to, or seeking Allotment of Bonds pursuant to theTranche –II Issue.The Lead Managers and their respective associates and affiliatesare permitted to subscribe in the Issue.The information below is given for the benefit of Applicants.NHB and the Lead Managers are not liable for any amendmentor modification or changes in applicable laws or regulations,which may occur after the date of the Prospectus Tranche-II.6. Persons not eligible to ApplyThe following persons and entities will not be eligible toparticipate in the Tranche-II Issue and any Applications fromsuch persons and entities are liable to be rejected:• Minors without a guardian name. A guardian may apply on

behalf of a minor. However, Applications by minors must bemade through Application Forms that contain the names ofboth the minor Applicant and the guardian;

• Persons Resident Outside India and Foreign nationals (includingNon-resident Indians, Foreign Institutional Investors, QualifiedForeign Investors) and Foreign Portfolio Investors;

• Venture Capital Fund and Foreign Venture Capital Investor;• Overseas Corporate Bodies;• Person ineligible to contract under applicable statutory/

regulatory requirements; and• Any other category of Investors not mentioned in Category

I, II, III and IV above.Based on information provided by the Depositories, NHB willhave the right to accept Applications belonging to an accountfor the benefit of a minor (under guardianship). In case ofApplications for Allotment of Bonds in dematerialized form, theRegistrar to the Issue shall verify the foregoing on the basis ofrecords provided by the Depositories based on the DP ID andClient ID provided by the Applicants in the Application Formand uploaded to the electronic platform of the Stock Exchange(s).The concept of OCBs (meaning any company, partnership firm,society and other corporate body or overseas trust irrevocablyowned/held directly or indirectly to the extent of at least 60% byNRIs), which was in existence until 2003, was withdrawn by theForeign Exchange Management (Withdrawal of GeneralPermission to Overseas Corporate Bodies) Regulations, 2003.Accordingly, OCBs are not permitted to invest in the Tranche-IIIssue.Nothing in the Prospectus Tranche-II constitutes an offer ofBonds 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, listed or otherwise qualified in any jurisdictionoutside India and may not be offered or sold, and Bids may not bemade by persons in any such jurisdiction, except in compliancewith the applicable laws of such jurisdiction. In particular, theBonds have not been and will not be registered under theSecurities Act and may not be offered or sold within the UnitedStates or to, or for the account or benefit of, U.S. persons (asdefined in Regulations under the Securities Act) except pursuantto an exemption from, or in a transaction not subject to, the

registration requirements of the Securities Act and applicablestate securities laws. NHB has not registered and does not intendto register under the U.S. Investment Company Act in relianceon section 3(c)(7) thereof.No offer to the public (as defined under Directive 2003/71/EC,together with any amendments and implementing measuresthereto the “Prospectus Directive”) have been or will be madein respect of the Tranche-II Issue or otherwise in respect of theBonds, in any Member State of the European Economic Areawhich has implemented the Prospectus Directive (a “RelevantMember State”) except for any such offer made under exemptionavailable under the Prospectus Directive, provided that no suchoffer shall result in a requirement to publish or supplement aProspectus pursuant to the Prospectus Directive, in respect ofthe Tranche-II Issue or otherwise in respect of the Bonds.Any forwarding, distribution or reproduction of this documentin whole or in part is unauthorized in jurisdiction outside India.Failure to comply with this directive may result in a violation ofthe Securities Act or the applicable laws of other jurisdictions.Any investment decision should be made on the basis of thefinal terms and conditions of the bonds and the informationcontained in the Prospectus Tranche-II.Applicants are advised to ensure that they have obtained thenecessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, orseeking allotment of Bonds pursuant to the Tranche-II Issue.7. Modes of Making ApplicationApplicants may use any of the following facilities for makingApplications:(a) Direct Online Applications using the online payment facility

offered through the Stock Exchange(s).(b) ASBA Applications through the Members of the Syndicate

or Trading Members of the Stock Exchange(s) only in theSpecified Cities (“Syndicate ASBA”).

(c) ASBA Applications through Designated Branches ofSCSBs.

(d) Non-ASBA Applications through Members of the Syndicateor Trading Members of the Stock Exchange(s) at centresmentioned in the Application Form.

(e) Non-ASBA Applications for Allotment in physical formthrough the Members of the Syndicate or Trading Membersof the Stock Exchange(s) at centres mentioned in theApplication Form.

Brokers having online demat account portals may also provide afacility of submitting the Application Forms (ASBA as well asnon-ASBA Applications) online to their account holders. Underthis facility, a broker receives an online instruction through itsportal from the Applicant for making an Application on his/ herbehalf. Based on such instruction, and a power of attorneygranted by the Applicant to authorise the broker, the broker makesan Application on behalf of the Applicant.For information on submission of Direct Online Applicationsthrough the online platform and online payment facility offeredby the Stock Exchange(s), see “- Submission of Direct OnlineApplications” on page 11 of this Abridged Prospecus.Application for allotment of Bonds in physical and dematerialised form

8. Application for allotment in physical formSubmission of Non- ASBA Applications for Allotment of theBonds in physical formApplicants can also apply for Allotment of the Bonds in physicalform by submitting duly filled in Application Forms to theMembers of the Syndicate or the Trading Members of the StockExchange(s), with the accompanying account payee cheques ordemand drafts representing the full Application Amount and KYC

Page 8: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

10 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

documents as specified under “– Applications by certainCategories of Applicants” and “- Additional instructions forApplicants seeking Allotment of the Bonds in physical form”at pages 11 and 16 of this Abridged Prospectus, respectively.The Members of the Syndicate and Trading Members of theStock Exchange(s) shall, on submission of the Application Formsto them, verify and check the KYC documents submitted by suchApplicants and upload details of the Application on the electronicplatforms of Stock Exchange(s), following which they shallacknowledge the uploading of the Application Form by stampingthe acknowledgment slip with the date and returning it to theApplicant.On uploading of the Application details, the Members of theSyndicate and Trading Members of the Stock Exchange(s) willsubmit the Application Forms, with the cheque/demand draft tothe Escrow Collection Bank(s), which will realise the cheque/demand draft, and send the Application Form and the KYCdocuments to the Registrar to the Issue, who shall check theKYC documents submitted and match Application details asreceived from the electronic platforms of Stock Exchange(s) withthe Application Amount details received from the EscrowCollection Bank(s) for reconciliation of funds received from theEscrow Collection Bank(s). In case of discrepancies between thetwo databases, the details received from the electronic platformsof Stock Exchange(s) will prevail, except in relation todiscrepancies between Application Amounts. The Members ofthe Syndicate/Trading Members of the Stock Exchange(s) arerequested to note that all Applicants are required to be bankedwith only the designated branches of Escrow Collection Bank(s).On Allotment, the Registrar to the Issue will dispatch Bondcertificates/Allotment Advice to the successful Applicants totheir addresses as provided in the Application Form.If the KYC documents of an Applicant are not in order, theRegistrar to the Issue will withhold the dispatch of BondCertificates pending receipt of complete KYC documents fromsuch Applicant. In such circumstances, successful Applicantsshould provide complete KYC documents to the Registrar to theIssue at the earliest. In such an event, any delay by the Applicantto provide complete KYC documents to the Registrar to the Issuewill be at the Applicant’s sole risk and neither NHB, the Registrarto the Issue, the Escrow Collection Bank(s), nor the Members ofthe Syndicate will be liable to compensate the Applicants for anylosses caused to them due to any such delay, or liable to pay anyinterest on the Application Amounts for such period during whichthe Bond certificates are withheld by the Registrar to the Issue.Further, NHB will not be liable for any delays in payment ofinterest on the Bonds Allotted to such Applicants, and will not beliable to compensate such Applicants for any losses caused tothem due to any such delay, or liable to pay any interest for suchdelay in payment of interest on the Bonds.For instructions pertaining to completing the Application Formplease see “- General Instructions” and “- AdditionalInstructions for Applicants seeking allotment of Bonds inphysical form” on pages 13 and 16 of this Abridged Prospectus,respectively.9. Application for allotment in dematerialised formSubmission of ASBA ApplicationsApplicants may also apply for Bonds using the ASBA facility.ASBA Applications can be only by Applicants opting forAllotment in dematerialised form. ASBA Applications can besubmitted through either of the following modes:a) Physically or electronically to the Designated Branches of

SCSB with whom the ASBA Account is maintained. In case ofASBA Application in physical mode, the ASBA Applicantwill submit the Application Form at the relevant Designated

Branch of the SCSB. The Designated Branch will verify ifsufficient funds equal to the Application Amount are availablein the ASBA Account, as mentioned in the ASBA Application,prior to uploading such ASBA Application into the electronicplatform of the Stock Exchange(s). If sufficient funds are notavailable in the ASBA Account, the respective DesignatedBranch will reject such ASBA Application and will not uploadsuch ASBA Application in the electronic platform of the StockExchange(s). If sufficient funds are available in the ASBAAccount, the Designated Branch will block an amountequivalent to the Application Amount and upload details ofthe ASBA Application in the electronic platform of the StockExchange(s). The Designated Branch of the SCSBs will stampthe Application Form. In case of Application in the electronicmode, the ASBA Applicant will submit the ASBA Applicationeither through the internet banking facility available with theSCSB, or such other electronically enabled mechanism forapplication and blocking funds in the ASBA Account heldwith SCSB, and accordingly registering such ASBAApplications.

b) Physically through the Members of the Syndicate or TradingMembers of the Stock Exchange(s) only at the Specified Cities,i.e., Syndicate ASBA. ASBA Applications submitted to theMembers of the Syndicate or Trading Members of the StockExchange(s) at the Specified Cities will not be accepted if theSCSB where the ASBA Account, as specified in the ASBAApplication, is maintained has not named at least one branchat that Specified City for the Members of the Syndicate orTrading Members of the Stock Exchange(s), as the case maybe, to deposit ASBA Applications. A list of such branches isavailable at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries.

On receipt of the Application Form by the Members of theSyndicate or Trading Members of the Stock Exchange(s), as thecase may be, an acknowledgement will be issued by giving thecounter foil of the Application Form with the date stamp to theASBA Applicant as proof of having accepted the Application.Thereafter, the details of the Application will be uploaded in theelectronic platform of the Stock Exchange(s) and the ApplicationForm will be forwarded to the relevant branch of the SCSB, in therelevant Specified City, named by such SCSB to accept suchASBA Applications from the Members of the Syndicate or TradingMembers of the Stock Exchange(s), as the case may be. A list ofsuch branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. On receipt of theASBA Application, the relevant branch of the SCSB will performverification procedures and check if sufficient funds equal to theApplication Amount are available in the ASBA Account, asmentioned in the ASBA Form. If sufficient funds are not availablein the ASBA Account, the relevant ASBA Application is liable tobe rejected. If sufficient funds are available in the ASBA Account,the relevant branch of the SCSB will block an amount equivalentto the Application Amount mentioned in the ASBA Application.The Application Amount will remain blocked in the ASBAAccount until approval of the Basis of Allotment and consequenttransfer of the amount against the Allotted Bonds to the PublicIssue Account(s), or until withdrawal/failure of the Issue orwithdrawal/rejection of the Application Form, as the case maybe.ASBA Applicants must note that:(a) Physical Application Forms will be available with the

Designated Branches of SCSBs and with the Members of theSyndicate at the Specified Cities; and electronic ApplicationForms will be available on the websites of the SCSBs and theStock Exchange(s) at least one day prior to the Issue Opening

Page 9: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

11NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Date. Trading Members of the Stock Exchange(s) candownload Application Forms from the websites of the StockExchange(s). Application Forms will also be provided toTrading Members of the Stock Exchange(s) at their request.The Application Forms would be serially numbered. Further,the SCSBs will ensure that the Abridged Prospectus is madeavailable on their websites.

(b) The Designated Branches of SCSBs will accept ASBAApplications directly from ASBA Applicants only during theIssue Period. The SCSB will not accept any ASBA Applicationsdirectly from ASBA Applicants after the closing time ofacceptance of Applications on the Issue Closing Date.However, in case of Syndicate ASBA, the relevant branchesof SCSBs at Specified Cities can accept ASBA Applicationsfrom the Members of the Syndicate or Trading Members ofthe Stock Exchange(s), as the case may be, after the closingtime of acceptance of Applications on the Issue Closing Date.For further information on the Issue programme, see “Termsof the Issue – Issue Period” on page 41 of the ProspectusTranche-II.

(c) In case of Applications through Syndicate ASBA, the physicalApplication Form will bear the stamp of the Members of theSyndicate or Trading Members of the Stock Exchange(s), asthe case may be; if not, the same will be rejected. ApplicationForms submitted directly to the SCSBs should bear the stampof the SCSBs, if not, the same are liable to be rejected.

ASBA Applicants can invest in dematerialised form only.For instructions pertaining to completing Application Form pleasesee “- General Instructions” on page 13 of this AbridgedProspectus.Submission of Non-ASBA Applications (other than DirectOnline Applications)Applicants must use the Application Form, which will be seriallynumbered, bearing the stamp of the relevant Member of theSyndicate or Trading Member of the Stock Exchange(s) at centresmentioned in the Application Form, as the case may be, fromwhom such Application Form is obtained. Such Application Formmust be submitted to the relevant Member of the Syndicate orTrading Member of the Stock Exchange(s), as the case may be,with the cheque or bank draft for the Application Amount, beforethe closure of the Issue Period. The Stock Exchange(s) may alsoprovide Application Forms for being downloaded and filled.Accordingly, Applicants may download Application Forms andsubmit the completed Application Forms together with cheques/demand drafts to the Members of the Syndicate or TradingMember of the Stock Exchange(s) at centres mentioned in theApplication Form. On submission of the completed ApplicationForm, the relevant Members of the Syndicate or Trading Memberof the Stock Exchange(s), as the case maybe, will upload theApplication Form on the electronic platform provided by theStock Exchange(s), and once an Application Form has beenuploaded, issue an acknowledgement of such upload by stampingthe acknowledgement slip attached to the Application Form withthe relevant date of the acknowledgment and return the same tothe Applicant. Thereafter, the Application Form together with thecheque or bank draft will be forwarded to the Escrow CollectionBank(s) for realisation and further processing.The duly stamped acknowledgment slip will serve as a duplicateApplication Form for the records of the Applicant. The Applicantmust preserve the acknowledgment slip and provide the same inconnection with: (a) any cancellation/withdrawal of theirApplication; (b) queries in connection with Allotment and/orrefund(s) of Bonds; and/or (c) all Investor grievances/complaintsin connection with the Tranche-II Issue.For instructions pertaining to completing the Application Form

please see “- General Instructions” on page 13 of this AbridgedProspectus.10. Submission of Direct Online ApplicationsApplicants having operational beneficiary accounts can opt tosubmit Direct Online Applications through the online platformand online payment facility offered by Stock Exchange(s). SuchApplicants must:• log on to the online platform of the Stock Exchange(s);• use and duly fill the Application Form available on the online

platform of the Stock Exchange(s);• use the optional facility (if provided by the Stock Exchange(s)

to supply the details of the broker who referred the Issue tothe Applicant, if any;

• submit the above information online following the instructionsstated therein; and

• make the requisite payment for the Bonds applied for usingthe online payment facility.

Relevant “know your customer” details of such Applicants willbe validated online from the Depositories, on the basis of the DPID and Client ID provided by them in the Application Form.On successful submission of a Direct Online Application, theApplicant will receive a system-generated UAN and an SMS oran e-mail confirmation on credit of the requisite ApplicationAmount paid through the online payment facility with the DirectOnline Application. On Allotment, the Registrar to the Issue shallcredit Bonds to the beneficiary account of the Applicant and incase of refund, the refund amount shall be credited directly to theApplicant’s bank account. Applicants applying through the DirectOnline Application facility must preserve their UAN and quotetheir UAN in: (a) any cancellation/withdrawal of their Application;(b) in queries in connection with Allotment of Bonds and/orrefund(s); and/or (c) in all Investor grievances/complaints inconnection with the Issue.As per Circular No. CIR./IMD/DF-1/20/2012 dated July 27,2012 issued by SEBI, the availability of the Direct OnlineApplications facility is subject to the Stock Exchange(s) puttingin place the necessary systems and infrastructure, andaccordingly the aforementioned disclosures are subject to anyfurther clarifications, notification, modification, deletion,direction, instructions and/or correspondence that may be issuedby the Stock Exchange(s) and/or SEBI.11. Application SizeApplications are required to be for a minimum of one Bond andmultiples of one Bond thereafter.Applications by Certain Category of Applicants

12. Applications by Mutual FundsNo MF scheme may invest more than 15% of its NAV in debtinstruments issued by a single company which are rated notbelow investment grade by a credit rating agency authorised tocarry out such activity. Such investment limit may be extended to20% of the NAV of the scheme with the prior approval of theboard of trustees and the board of the asset management company(“AMC”).A separate Application can be made in respect of each scheme ofan MF; such Applications will not be treated as multipleApplications. Applications made by the AMCs or custodians ofan MF must clearly indicate the name of the scheme for whichApplication is being made. In case of Applications made by MFs,the Application Form must be accompanied by certified truecopies of their (i) SEBI registration certificate; (ii) trust deed (iii)resolution authorising investment and containing operatinginstructions; and (iv) specimen signatures of authorisedsignatories. Failing this, NHB reserves the right to accept or

Page 10: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

12 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

reject any Application in whole or in part, in either case, withoutassigning any reason therefor.13. Application by Trusts or SocietiesApplications made by a trust, settled under the Indian TrustsAct, 1882, or any other statutory and/or regulatory provisiongoverning the settlement of trusts in India, must be accompaniedby a (i) certified true copy of the registered instrument for creationof such trust, (ii) power of attorney, if any, in favour of one ormore trustees thereof; and (iii) such other documents evidencingregistration thereof under applicable statutory/regulatoryrequirements. Failing this, NHB reserves the right to accept orreject any Applications in whole or in part, in either case, withoutassigning any reason therefor.Further, any society/trust applying for Bonds must ensure that(a) they are authorised under applicable statutory/regulatoryrequirements and their constitution instrument to hold and investin bonds, (b) they have obtained all necessary approvals,consents or other authorisations, which may be required underapplicable statutory and/or regulatory requirements to invest inbonds, and (c) applications made by them do not exceed theinvestment limits or maximum number of Bonds that can be heldby them under applicable statutory and or regulatory provisions.14. Application by Alternative Investments FundsApplication made by Alternative Investments Funds eligible toinvest in accordance with the SEBI Alternative Investment FundsRegulations, 2012, for Allotment of the Bonds must beaccompanied by certified true copies of: (i) SEBI registrationcertificate; (ii) a resolution authorising investment and containingoperating instructions, memorandum and articles of associations;and (iii) specimen signatures of authorised signatories. Failingthis, NHB reserves the right to accept or reject any Applicationin whole or in part, in either case, without assigning any reasontherefor.15. Application by Scheduled Commercial Banks, Co-operative

Banks and Regional Rural BanksScheduled Commercial Banks, Co-operative Banks and RegionalRural Banks can apply in the Tranche-II Issue based on theirown investment limits and approvals. The Application Form mustbe accompanied by certified true copies of their (i) memorandumand articles of association/charter of constitution; (ii) power ofattorney; (iii) resolution authorising investments/containingoperating instructions; (iv) specimen signatures of authorisedsignatories; and (v) PAN Card. Failing this, NHB reserves theright to accept or reject any Application in whole or in part, ineither case, without assigning any reason therefor.Pursuant to SEBI Circular no. CIR/CFD/DIL/1/2013 datedJanuary 2, 2013, SCSBs making applications on their ownaccount using ASBA facility, should have a separate account intheir own name with any other SEBI registered SCSB. Further,such account shall be used solely for the purpose of makingapplication in public issues and clear demarcated funds shouldbe available in such account for ASBA applications.16. Application by Insurance CompaniesThe Application Form must be accompanied by certified copiesof their (i) certificate of registration issued by IRDA; (ii)memorandum and articles of association; (iii) resolutionauthorising investment and containing operating instructions;(iv) power of attorney; and (v) specimen signatures of authorisedsignatories. Failing this, NHB reserves the right to accept orreject any Application in whole or in part, in either case, withoutassigning any reason therefor.17. Applications by PFIs

In case of Applications by PFIs authorised to invest in the Bonds,the Application Form must be accompanied by certified truecopies of: (i) any Act/rules under which they are incorporated;(ii) board resolution authorising investments; and (iii) specimensignature of authorised person. Failing this, NHB reserves theright to accept or reject any Applications in whole or in part, ineither case, without assigning any reason therefor.18. Applications by Provident Funds and Pension FundsIn case of Applications by Indian provident funds and pensionfunds authorised to invest in the Bonds, the Application Formmust be accompanied by certified true copies of: (i) any Act/rulesunder which they are incorporated; (ii) power of attorney, if any,in favour of one or more trustees thereof; (iii) board resolutionauthorising investments; (iv) such other documents evidencingregistration thereof under applicable statutory/regulatoryrequirements; (v) specimen signature of authorised person; (vi)certified copy of the registered instrument for creation of suchfund/trust; and (vii) tax exemption certificate issued by incometax authorities, if exempt from income tax. Failing this, NHBreserves the right to accept or reject any Application in whole orin part, in either case, without assigning any reason therefor.19. Applications by National Investment FundIn case of Applications by National Investment Fund, theApplication Form must be accompanied by certified true copiesof: (i) resolution authorising investment and containing operatinginstructions; and (ii) specimen signature of authorised person.Failing this, NHB reserves the right to accept or reject anyApplication in whole or in part, in either case, without assigningany reason therefor.20. Applications by Companies, Limited Liability Partnership

and Bodies CorporateIn case of Applications by companies, limited liability partnershipand bodies corporate, the Application Form must be accompaniedby certified true copies of: (i) board resolution/ resolutionauthorising investments; and (iii) specimen signature ofauthorised person. Failing this, NHB reserves the right to acceptor reject any Applications in whole or in part, in either case,without assigning any reason therefor.21. Applications under Power of AttorneyIn case of Applications made pursuant to a power of attorney byApplicants in Category I and Category II, a certified copy of thepower of attorney or the relevant resolution or authority, as thecase may be, with a certified copy of the memorandum ofassociation and articles of association and/or bye laws must besubmitted with the Application Form. In case of Applicationsmade pursuant to a power of attorney by Applicants in CategoryIII and Category IV, a certified copy of the power of attorneymust be submitted with the Application Form. Failing this, NHBreserves the right to accept or reject any Application in whole orin part, in either case, without assigning any reason therefor.NHB, in its absolute discretion, reserves the right to relax theabove condition of attaching the power of attorney with theApplication Forms subject to such terms and conditions thatNHB and the Lead Managers may deem fit.22. Application by Partnership FirmsThe Application must be accompanied by certified true copiesof: (i) Partnership Deed; (ii) Any documents evidencingregistration thereof under applicable statutory/regulatoryrequirements; (iii) Resolution authorizing investment andcontaining operating instructions (Resolution); (iv) Specimensignature of authorized person. Failing this, NHB reserves theright to accept or reject any Applications in whole or in part, ineither case, without assigning any reason therefor.

Page 11: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

13NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Instructions for Completing the Application Form

23. General Instructions(a) Applications must be made only in the prescribed Application

Form.(b) Applications must be completed in block letters in English

as per the instructions contained in the Prospectus Tranche-II, this Abridged Prospectus and Application Form.

(c) Ensure that the Applicant’s names (for Applications for theBonds in dematerialised form) given in the Application Formis exactly the same as the names in which the beneficiaryaccount is held with the Depository Participant. Further,Application should be in single or joint names (not exceedingthree names). In case the Application Form is submitted injoint names, ensure that the beneficiary account is also heldin same joint names and such names are in the same sequencein which they appear in the Application Form;

(d) Applications must be for a minimum of number of 1 Bondand in multiples of one Bond thereafter. For the purpose offulfilling the requirement of minimum application of 1 Bond,an Applicant may choose to apply for 1 Bond of the sameSeries or across different Series. Applicants may apply forone or more Series of Bonds Applied for in a singleApplication Form.

(e) Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any of the other languagesspecified in the Eighth Schedule to the Constitution of Indiamust be attested by a Magistrate or Notary Public or a SpecialExecutive Magistrate under his official seal.

(f) Applicants should hold a valid PAN allotted under the IncomeTax Act and mention it in the Application Form.

(g) Applicants must tick the relevant box for the ‘Category ofInvestor’ provided in the Application Form.

(h) Applicants must tick the relevant box for the ‘Mode ofApplication’ provided in the Application Form, choosingeither ASBA or Non-ASBA mechanism.

(i) ASBA Applicants should correctly mention the ASBAAccount number and ensure that funds equal to theApplication Amount are available in the ASBA Account.

(j) Applications should be made by the Karta in case of HUFs.Applicants are required to ensure that the PAN details of theHUF are mentioned and not those of the Karta.

(k) No separate receipts will be issued for the ApplicationAmount payable on submission of the Application Form.However, the Lead Managers, Consortium Members/,Trading Members of the Stock Exchange(s) at centresmentioned in the Application Form or the DesignatedBranches of the SCSBs, as the case may be, will acknowledgethe receipt of the Application Forms by stamping the dateand returning to the Applicants an acknowledgement slipwhich will serve as the duplicate of the Application Form forthe records of the Applicant.

NHB, the Members of the Syndicate, Trading Members of theStock Exchange(s) at centres mentioned in the Application Form,Designated Branches of SCSBs, and the Registrar to the Issuewill not be liable for errors in data entry due to submission ofincomplete or illegible Application Forms.NHB shall Allot Tranche II Series 1A/ Series 1B Bonds to all validApplications where the Applicants have not indicated their choiceof the relevant Series in the Application Form.Applicant’s Beneficiary Account and Bank Account DetailsApplicants applying for Allotment in dematerialised form mustmention their DP ID and Client ID in the Application Form, andensure that the name provided in the Application Form is exactlythe same as the name in which the Beneficiary Account is held. In

case the Application Form for Allotment in dematerialised form issubmitted in joint names, it should be ensured that the BeneficiaryAccount is held in the same joint names and in the same sequencein which they appear in the Application Form. In case the DP ID,Client ID and PAN mentioned in the Application Form forAllotment in dematerialised form and entered into the electronicsystem of the Stock Exchange(s) do not match with the DP ID,Client ID and PAN available in the Depository database or incase PAN is not available in the Depository database, theApplication Form for Allotment in dematerialised form is liableto be rejected. Further, Application Forms submitted byApplicants applying for Allotment in dematerialised form, whosebeneficiary accounts are inactive, will be rejected.On the basis of the DP ID and Client ID provided by the Applicantin the Application Form for Allotment in dematerialised form andentered into the electronic system of the Stock Exchange(s), theRegistrar to the Issue will obtain from the Depositories theDemographic Details of the Applicant including PAN, address,bank account details for printing on refund orders/sendingrefunds through electronic mode, Magnetic Ink CharacterRecognition (“MICR”) Code and occupation. These DemographicDetails would be used for giving Allotment Advice and refunds(including through physical refund warrants, direct credit, NECS,NEFT and RTGS), if any, to the Applicants. Hence, Applicantsare advised to immediately update their Demographic Details asappearing on the records of the DP and ensure that they are trueand correct, and carefully fill in their Beneficiary Account detailsin the Application Form. Failure to do so could result in delays indispatch/credit of refunds to Applicants and delivery of AllotmentAdvice at the Applicants’ sole risk, and neither NHB, theMembers of the Syndicate, Trading Members of the StockExchange(s), Escrow Collection Bank(s) at centres mentionedin the Application Form, SCSBs, Registrar to the Issue nor theStock Exchange(s) will bear any responsibility or liability forthe same.The Demographic Details would be used for correspondencewith the Applicants including mailing of Allotment Advice andprinting of bank particulars on refund orders or for refundsthrough electronic transfer of funds, as applicable. AllotmentAdvice and physical refund orders would be mailed at the address(in India) of the Applicant as per Demographic Details receivedfrom the Depositories. Delivery of refund orders/ AllotmentAdvice may be delayed if the same once sent to the addressobtained from the Depositories are returned undelivered. In suchevent, the address and other details provided by the Applicant(other than ASBA Applicants and Applicants using Direct OnlineApplications through the online payment facility of the StockExchange(s) in the Application Form would be used only to ensuredispatch of refund orders. In case of refunds through electronicmodes detailed in the Shelf Prospectus, refunds may be delayedif bank particulars obtained from the DP are incorrect. Any suchdelay will be at such Applicants’ sole risk and neither NHB, theMembers of the Syndicate, Trading Members of the StockExchange(s), Escrow Collection Bank(s) at centres mentionedin the Application Form, SCSBs, Registrar to the Issue nor theStock Exchange(s) will be liable to compensate the Applicant forany losses caused to the Applicant due to any such delay, or topay any interest for such delay.In case of Applications made under power of attorney, NHB in itsabsolute discretion, reserves the right to permit the holder of thepower of attorney to request the Registrar to the Issue that forthe purpose of printing particulars on the refund order and mailingof refund orders/ Allotment Advice, the demographic detailsobtained from the Depository of the Applicant will be used. By

Page 12: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

14 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

signing the Application Form, the Applicant would be deemed tohave authorised the Depositories to provide to the Registrar tothe Issue, on request, the required Demographic Details availableon their records. The Demographic Details provided by theApplicant in the Application Form would not be used for anypurpose by the Registrar to the Issue except in relation to theIssue.With effect from August 16, 2010, the beneficiary accounts ofApplicants for whom PAN details have not been verified shall besuspended for credit and no credit of Bonds pursuant to theTranche-II Issue will be made into the accounts of suchApplicants. Application Forms submitted by Applicants whosebeneficiary accounts are inactive shall be rejected. Furthermore,in case no corresponding record is available with the Depositories,which matches the three parameters, namely, DP ID, Client IDand PAN, then such Application are liable to be rejected.PANAny Application Form without the PAN (or submitting the GIRnumber instead of the PAN) is liable to be rejected, irrespectiveof the amount of transaction. In accordance with SEBI circulardated April 27, 2007, the PAN would be the sole identificationnumber for the participants transacting in the Indian securitiesmarket, irrespective of the amount of transaction. Therefore, theApplicant (in the case of Applications made in joint names, PANallotted under the Income Tax Act of all the Applicant should beprovided in the Application Form and for HUFs, PAN of the HUFshould be provided. For minor Applicants applying through theguardian, it is mandatory to mention the PAN of minor Applicant.However, Applications on behalf of the Central or StateGovernment officials and officials appointed by the courts interms of SEBI circular dated June 30, 2008 may be exempt from therequirement to specify their PAN for transacting in the Indiansecurities market in terms of SEBI circular dated July 20, 2006.However, the exemption for the Central or State Government andthe officials appointed by the courts is subject to the DPs verifyingthe veracity of such claims by collecting sufficient documentaryevidence in support of their claims. At the time of ascertainingthe validity of these Applications, the Registrar to the Issue willcheck under the Depository records for the appropriatedescription under the PAN field i.e., exempt category.Joint ApplicationsApplications may be made in single or joint names (not exceedingthree). In the case of joint Applications, all payments will bemade out in favour of the first Applicant. All communications willbe addressed to the first named Applicant whose name appearsin the Application Form and at the address mentioned therein.Additional/Multiple ApplicationsFor purposes of Allotment of Bonds in the Tranche-II Issue,Applications will be grouped based on the PAN, i.e., Applicationsunder the same PAN will be grouped together and treated as oneApplication. Two or more Applications will be deemed to bemultiple Applications if the sole or first applicant is one and thesame. For the sake of clarity, two or more applications shall bedeemed to be a multiple Application for the aforesaid purpose ifthe PAN number of the sole or the first applicant is one and thesame.An Applicant is allowed to make one or more Applications for theBonds for the same or other Series of Bonds, subject to a minimumApplication size as mentioned in the respective TrancheProspectus. Any Application for an amount below the aforesaidminimum Application size will be deemed as an invalid applicationand shall be rejected. However, multiple Applications by the sameindividual Applicant aggregating to a value exceeding Rs. 0.10crore shall deem such individual Applicant to be a Category IIIApplicant and all such Applications shall be grouped in the

Category III Portion, for the purpose of determining the basis ofAllotment to such Applicant. Applications made by any personin individual capacity and in capacity as a Karta of an HUF and/or as second or third Applicant in case of Applications made injoint names will not be treated as a multiple Application.Moreover, a separate Application can be made in respect of eachscheme of an MF; such Applications will not be treated as multipleApplications.24. Dos:a. Check if you are eligible to apply as per the terms of the Shelf

Prospectus, Prospectus Tranche-II, Abridged Prospectusand applicable law.

b. Read all the instructions carefully and complete theApplication Form in the prescribed form

c. Ensure that you have obtained all necessary approvals fromthe relevant statutory and/or regulatory authorities to applyfor, subscribe to and/or seek Allotment of Bonds pursuantto the Tranche-II Issue.

d. Applications are required to be in single or joint names (notmore than three). In case the Application Form is submittedin joint names, ensure that the beneficiary account is alsoheld in same joint names and such names are in the samesequence in which they appear in the Application Form

e. Ensure that signatures other than in the languages specifiedin the Eighth Schedule to the Constitution of India areattested by a Magistrate or a Notary Public or a SpecialExecutive Magistrate under official seal.

f. In case of an HUF applying through its Karta, the Applicantis required to specify the name of an Applicant in theApplication Form as “XYZ Hindu Undivided Family applyingthrough PQR”, where PQR is the name of the Karta.

g. Ensure that the Application Forms (for non-ASBAApplicants) are submitted at the Collection Centres providedin the Application Forms, bearing the stamp of a Member ofthe Syndicate or a Trading Members of the Stock Exchange,as the case may be.

h. Ensure that the DP ID, Client ID and PAN mentioned in theApplication Form are correct and match the details availablein the Depository’s database, and that the beneficiaryaccount is activated for Allotment/trading of Bonds indematerialised form.

i. Ensure that you have been given a transaction registrationslip (“TRS”) and an acknowledgment as proof of havingaccepted the Application Form.

j. Ensure that the name(s) provided in the Application Form isexactly the same as the name(s) in which the beneficiaryaccount is held with the DP. In case the Application Form issubmitted in joint names, ensure that the beneficiary accountis also held in same joint names and such names are in thesame sequence in which they appear in the Application Form.

k. Except in the case of ASBA Applications and Direct OnlineApplications using the online payment facility offeredthrough the Stock Exchange(s), Applicants are requested towrite their names and Application serial number on the reverseof the instruments by which the payments are made.

l. Tick the relevant box for the ‘Category of Investor’ providedin the Application Form.

m. Tick the relevant box for the ‘Mode of Application’ providedin the Application Form, choosing either ASBA or Non-ASBAmechanism.

n. Tick the Series of Bonds in the Application Form that youwish to apply for.

o. Ensure that you have obtained all necessary approvals fromthe relevant statutory and/or regulatory authorities to apply

Page 13: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

15NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

for, subscribe to and/or seek Allotment of the Bonds.p. Ensure that the Application Forms are submitted to a Member

of the Syndicate or Trading Member of a Stock Exchange, asthe case may be, for Applications other than ASBAApplications/Direct Online Applications, before the closureof Application hours on the Issue Closing Date. Forinformation on the Issue programme, see “Terms of the Issue– Issue Period” on page 41 of the Prospectus Tranche-II.

q. In case of revision of an Application during the Issue Period,ensure that you have first withdrawn your originalApplication and then submit a fresh Application.

r. Ensure that the Demographic Details including PAN areupdated, true and correct in all respects.

s. Permanent Account Number: It shall be mandatory forsubscribers to the Tranche-II Issue to furnish their PermanentAccount Number and any Application Form, without the PANis liable to be rejected, irrespective of the amount oftransaction.

t. Applicants (other than ASBA Applicants) are requested towrite their names and Application Form number on the reverseof the instruments by which the payments are made.

u. The Reserve Bank of India has issued standard operatingprocedure in terms of paragraph 2(a) of RBI circular numberDPSS.CO.CHD.No./133/04.07.05/2013-14 dated July 16, 2013,detailing the procedure for processing CTS 2010 and Non-CTS 2010 instruments in the three CTS grid locations. As perthis circular, processing of non-CTS cheques shall be doneonly on three days of the week. As prescribed by the DebtApplication Circular, the NCDs are required to be listed within12 Working Days of the Issue Closing Date. In order to enablecompliance with the above timelines, investors are advisedto use CTS cheques or use the ASBA facility to makepayments in the Issue. Investors using non-CTS chequesare cautioned that Applications accompanied by suchcheques are liable to be rejected due to any clearing delaysbeyond 6 Working Days from the Issue Closing Date, interms of the aforesaid circular.

25. Don’ts:1. Do not apply if you are not competent to contract under the

Indian Contract Act, 1872 or if you are otherwise ineligible toacquire Bonds under applicable law or your relevantconstitutional documents or otherwise.

2. Do not apply such that the number of Bonds applied forexceeds the Shelf Limit/ Issue size (including retention ofoversubscription for the respective tranche), and/orinvestment limit applicable to you under applicable laws orregulations.

3. Do not make an Application for lower than the minimumApplication size.

4. Do not send Application Forms by post; instead submit thesame to a Member of the Syndicate, Trading Member of aStock Exchange or Designated Branch of an SCSB, as thecase may be. Applicants other than ASBA Applicants shouldnot submit the Application Form directly to the EscrowCollection Bank(s).

5. Do not submit incorrect details of the DP ID, Client ID andPAN or provide details for a beneficiary account which issuspended or for which details cannot be verified by theRegistrar to the Issue.

6. Do not submit the GIR number instead of the PAN, as theApplication is liable to be rejected on this ground.

7. Do not pay the Application Amount in cash, by money orderor by postal order or by stockinvest.

8. Do not submit the Application Forms without the full

Application Amount for the number of Bonds applied for.9. Do not submit Applications on plain paper or on incomplete

or illegible Application Forms.10. Do not submit an Application in case you are not eligible to

acquire Bonds under applicable law or your relevantconstitutional documents or otherwise.

11. Do not submit an Application that does not comply with thesecurities law of your respective jurisdiction.

12. Do not submit an Application to the Escrow CollectionBank(s), unless such Escrow Collection Bank is a DesignatedBranch of a SCSB where the ASBA Account is maintained, incase of ASBA Application.

13. Do not apply if you are a person ineligible to apply for Bondsunder the Tranche-II Issue including Applications byPersons Resident Outside India, (inter-alia including NRIswho are (i) based in the USA, and/or, (ii) domiciled in theUSA, and/or, (iii) residents/citizens of the USA, and/or, (iv)subject to any taxation laws of the USA);

14. Applicants other than ASBA Applicants should not submitthe Application Form directly to the Escrow CollectionBanks/ Bankers to the Issue, and the same will be rejected insuch cases; and

15. Do not make an application of the Bonds on multiple copiestaken of a single form.

26. Additional Instructions Specific to ASBA ApplicantsDos:1. Check if you are eligible to apply under ASBA;2. Ensure that you tick the ASBA option in the Application

Form and provide correct details of your ASBA Accountincluding bank account number/bank name and branch;

3. Ensure that your Application Form is submitted either at aDesignated Branch of a SCSB where the ASBA Account ismaintained or with the Members of the Syndicate or TradingMembers of the Stock Exchange(s) at the Specified Cities,and not directly to the Escrow Collection Bank(s) (assumingthat such bank is not an SCSB) or to NHB or the Registrar tothe Issue;

4. Before submitting physical Application Form with theMember of the Syndicate at the Specified Cities ensure thatthe SCSB, whose name has been filed in the ApplicationForm, has a branch in that centre.

5. In case of ASBA Applications through Syndicate ASBA,before submitting the physical Application Form to a Memberof the Syndicate, at the Specified Cities or Trading Memberof the Stock Exchange(s), ensure that the SCSB where theASBA Account, as specified in the Application Form, ismaintained has named at least one branch in that specifiedcity for the Members of the Syndicate or Trading Membersof the Stock Exchange(s), as the case may be, to depositApplication Forms (A list of such branches is available athttp://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries);

6. Ensure that the Application Form is signed by the ASBAAccount holder in case the ASBA Applicant is not the accountholder; and

7. Ensure that the ASBA Account holder has funds equal tothe Application Amount in the ASBA Account beforesubmitting the Application Form.

8. Ensure that you have correctly ticked, provided or checkedthe authorization box in the Application Form, or otherwisehave provided an authorization to the SCSB via the electronicmode, for blocking funds in the ASBA Account equivalentto the Application Amount mentioned in the ApplicationForm;

Page 14: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

16 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

9. In terms of SEBI Circular no. CIR/CFD/DIL/1/2013 datedJanuary 2, 2013, SCSBs making applications on their ownaccount using ASBA facility, should have a separate accountin their own name with any other SEBI registered SCSB.Further, such account shall be used solely for the purpose ofmaking application in public issues and clear demarcatedfunds should be available in such account for ASBAapplications; and

10. Ensure that you have received an acknowledgement fromthe Designated Branch or the Member of the Syndicate orTrading Member of the Stock Exchange, as the case may befor submission of the Application Form.

Don’ts:1. Do not submit the Application Amount in any mode other

than through blocking of Application Amount in the ASBAAccounts;

2. Do not submit the Application Form to the Members of theSyndicate or Trading Members of the Stock Exchange(s), asthe case may be, at a location other than the Specified Cities.

3. Do not send your physical Application Form by post; insteadsubmit the same to a Designated Branch of an SCSB orMember of the Syndicate or Trading Members of the StockExchange(s), as the case may be, at the Specified Cities; and

4. Do not submit more than five Application Forms per ASBAAccount.

ASBA Applications submitted to the Members of the Syndicateor Trading Members of the Stock Exchange(s) at the SpecifiedCities will not be accepted if the SCSB where the ASBA Account,as specified in the Application Form, is maintained has not namedat least one branch at that specified city for the Members of theSyndicate or Trading Members of the Stock Exchange(s), as thecase may be, to deposit such Application Forms. A list of suchbranches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. See “Rejection ofApplications” on page 19 of this Abridged Prospectus forinformation on rejection of Applications.27. Additional Instructions For Applicants Seeking Allotment

Of Bonds In Physical FormAny Applicant who subscribes to the Bonds in physical formshall undertake the following steps:• Complete the Application Form in all respects, by providing

all the information including PAN and Demographic Details.However, do not provide DP details in the Application Form.The requirement for providing DP details shall be mandatoryonly for Applicants who wish to subscribe to the Bonds indematerialised form.

• Provide the following documents with the Application Form:(a) Self-attested copy of the PAN card or proof of

identification in case of Applications by or on behalf ofthe Central or State Government and the officialsappointed by the courts; and

(b) Self-attested copy of proof of residence. Any of thefollowing documents shall be considered as a verifiableproof of residence:

• ration card issued by the GoI; or• valid driving license issued by any transport authority of

the Republic of India; or• electricity bill (not older than three months);or• landline telephone bill (not older than three months); or• valid passport issued by the GoI; or• voter’s identity card issued by the GoI; or• Society Outgoing Bill; or• AADHAR letter, issued by Unique Identification Authority

of India, GoI.

(c) Self-attested copy of a cancelled cheque of the bankaccount to which the amounts pertaining to payment ofrefunds, interest and redemption, as applicable, shouldbe credited. In the absence of such cancelled cheque,NHB reserves the right to reject the Application or toconsider the bank details given on the Application Format its sole discretion. In such case NHB, the LeadManagers and the Registrar to the Issue shall not beliable for any delays/errors in payment of refund and/or interest.

The Applicant shall be responsible for providing the aboveinformation accurately. Delays or failure in credit of the paymentsdue to inaccurate details shall be at the sole risk of the Applicantsand neither the Lead Managers nor NHB shall have anyresponsibility and undertake any liability for the same.Applications for Allotment of the Bonds in physical form, whichare not accompanied with the abovestated documents, may berejected at the sole discretion of NHB.In relation to the issuance of the Bonds in physical form, note thefollowing:1. An Applicant has the option to seek Allotment of Bonds in

either dematerialised or physical mode. No partial Applicationfor the Bonds shall be permitted; any such partial Applicationis liable to be rejected.

2. Any Applicant who provides Depository Participant detailsin the Application Form shall be Allotted the Bonds indematerialised form only, irrespective of whether suchapplicant has provided the details required for Allotment inphysical form. Such Applicant shall not be Allotted Bondsin physical form.

3. In case of Bonds issued in physical form, NHB will issue onecertificate to the holders of the Bonds for the aggregateamount of the Bonds for each of the Series of Bonds that areapplied for (each such certificate, a (“Consolidated BondCertificate”).

4. NHB shall dispatch the Consolidated Bond Certificate to the(Indian) address of the Applicant provided in the ApplicationForm, within the time and in the manner stipulated under theNHB Act.

All terms and conditions disclosed in relation to the Bonds heldin physical form pursuant to rematerialisation shall be applicablemutatis mutandis to the Bonds issued in physical form.The Applicant shall be responsible for providing the aboveinformation and KYC documents accurately. Delay or failure incredit of payments or receipt of Allotment Advice or Bondcertificates due to inaccurate or incomplete details shall be atthe sole risk of the Applicants and the Lead Managers, NHB andthe Registrar to the Issue shall have no responsibility andundertake no liability in this relation. In case of Applicationsfor Allotment of Bonds in physical form, which are notaccompanied with the aforestated documents, Allotment of Bondsin physical form may be held in abeyance by the Registrar to theIssue, pending receipt of KYC documents.Please note that allotment of bonds in physical form can be doneonly if applicant does not hold any Demat account.28.Consolidated list of documents required for various

categoriesFor the sake of simplicity we hereby provide the details ofdocuments mandatorily required to be submitted by variouscategories of Applicants (who have applied for Allotment of theBonds in dematerialised form) while submitting the ApplicationForm:

Page 15: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

17NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Type of Investors Mandatory documents to be submitted with application form (in addition to the documents required for applications for Allotment of Bonds in physical form)

Public financial institutions, commercial banks authorized to invest in the Bonds, companies within the meaning of section 3 of the Companies Act, 2013 and bodies corporate registered under the applicable laws in India and authorized to invest in the Bonds; State Industrial Development Corporations; Companies; bodies corporate and societies registered under the applicable laws in India and authorized to invest in the Bonds

The Application must be accompanied by certified true copies of: • Any Act/ Rules under which they are incorporated • Board Resolution authorizing investments • Specimen signature of authorized person

Insurance companies registered with the IRDA The Application must be accompanied by certified copies of • Any Act/Rules under which they are incorporated • Registration documents (i.e. IRDA registration) • Resolution authorizing investment and containing

operating instructions (Resolution) • Specimen signature of authorized person

Provident Funds, Pension Funds and National Investment Fund

The Application must be accompanied by certified true copies of: • Any Act/Rules under which they are incorporated • Board Resolution authorizing investments • Specimen signature of authorized person

Mutual Funds The Application must be also accompanied by certified true copies of: • SEBI registration Certificate and trust deed (SEBI

Registration) • Resolution authorizing investment and containing

operating instructions (Resolution) • Specimen signature of authorized person

Applicants through a power of attorney under Category I and II

The Application must be also accompanied by certified true copies of: • A certified copy of the power of attorney or the

relevant resolution or authority, as the case may be • A certified copy of the memorandum of association

and articles of association and/or bye laws and/or charter documents, as applicable, must be lodged along with the Application Form.

• Specimen signature of power of attorney holder/authorized signatory as per the relevant resolution

Resident Indian individuals under Categories III & IV

N.A.

Resident HUF under Categories III and IV The Application must be also accompanied by certified true copies of: • Self-attested copy of PAN card of HUF • Bank details of HUF i.e. copy of cancelled cheque

indicating HUF status of the applicant • Self-attested copy of proof of Address of karta,

identity proof of karta Power of Attorney under Category III and Category IV

The Application must be also accompanied by certified true copies of: • A certified copy of the power of attorney has to be

lodge with the Application Form Partnership firms in the name of the partners Limited Liability partnership formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009)

• Partnership Deed • Any documents evidencing registration thereof

under applicable statutory/ regulatory requirements • Resolution authorizing investment and containing

operating instructions (Resolution) • Specimen signature of authorized person

Payment InstructionsThe entire Application Amount is payable at the time of submittingthe Application Form. In case of ASBA Applicants, the entireApplication Amount will be blocked in the ASBA Account. Incase of Allotment of a lesser number of Bonds than applied for,NHB will refund the excess amount paid on Application to theApplicant (or the excess amount shall be unblocked in the ASBAAccount, as the case may be).29. Payment mechanism for Direct Online ApplicantsApplicants making Direct Online Applications through the onlineplatform must make payment using the online payment facilityoffered by the Stock Exchange(s). Such online payments will bedeposited in the Escrow Account(s) to be opened by NHB. See“- Escrow Mechanism for Applicants other than ASBAApplicants” on page 18 of this Abridged Prospectus.30. Payment mechanism for ASBA ApplicantsASBA Applicants are required to specify the ASBA Accountnumber in the Application Form. ASBA Applications submittedto the Members of the Syndicate or Trading Members of theStock Exchange(s) at the Specified Cities will be uploaded ontothe electronic platform of the Stock Exchange(s) and depositedwith the relevant branch of the SCSB at the specified city namedby such SCSB to accept such ASBA Applications from theMembers of the Syndicate or Trading Members of the StockExchange(s), as the case may be (A list of such branches isavailable at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). The relevant branch of the SCSBwill perform verification procedures and block an amount in theASBA Account equal to the Application Amount specified in theASBA Application.For ASBA Applications submitted directly to the SCSBs, therelevant SCSB will block an amount in the ASBA Account equalto the Application Amount specified in the ASBA Application,before entering the ASBA Application into the electronic platform.SCSBs may provide the electronic mode of Application eitherthrough an internet enabled application and banking facility orsuch other secured, electronically enabled mechanism forapplication and blocking of funds in the ASBA Account. ForASBA Applications, the SCSBs, will block Application Amountonly against/in a funded deposit account and ensure that cleardemarcated funds are available for ASBA Applications and nolien shall be marked against credit limits/overdraft facility ofaccount holders for ASBA Application, in accordance with SEBIcircular CIR/CFD/DIL/12/2012 dated September 13, 2012.ASBA Applicants should ensure that they have funds equal tothe Application Amount in the ASBA Account before submittingthe ASBA Application to the Members of the Syndicate orTrading Members of the Stock Exchange(s), as the case may be,at the Specified Cities or to the Designated Branches of SCSBs.An ASBA Application where the corresponding ASBA Accountdoes not have sufficient funds equal to the Application Amount atthe time of blocking the ASBA Account is liable to be rejected.The Application Amount will remain blocked in the ASBAAccount until approval of the Basis of Allotment and consequenttransfer of the amount to the Public Issue Account(s), or untilwithdrawal/failure of the Tranche-II Issue or until withdrawal/rejection of the Application Form, as the case may be. Once theBasis of Allotment is approved, the Registrar to the Issue willsend an appropriate request to the controlling branch of theSCSB for unblocking the relevant ASBA Accounts and fortransferring the amount pertaining to Bonds allocable to thesuccessful ASBA Applicants to the Public Issue Account(s). Incase of withdrawal/failure of the Issue/refund, the blocked amount

Page 16: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

18 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

will be unblocked on receipt of such information from the Registrarto the Issue.31. Escrow Mechanism for Applicants other than ASBA ApplicantsWe shall open Escrow Accounts with one or more EscrowCollection Banks in whose favour the Applicants (except forASBA Applicants) shall draw cheques or demand drafts. AllApplicants would be required to pay the full Application Amountat the time of the submission of the Application Form. Chequesor demand drafts for the Application Amount received fromApplicants would be deposited by the Members of the Syndicateand Trading Members, as the case may be, in the EscrowAccounts.Each Applicant (except for ASBA Applicants) shall draw a chequeor demand draft for the Application Amount as per the followingterms:a) The payment instruments from the resident Applicants shall

be payable into the Escrow Account drawn in favour of“National Housing Bank Tax-Free Bonds 2013-2014 EscrowAccount”.

b) Payments should be made by cheque, or a demand draftdrawn on any bank (including a co-operative bank), which issituated at, and is a member of or sub-member of the bankers’clearing house located at the centre where the ApplicationForm is submitted. Outstation cheques/bank drafts drawnon banks not participating in the clearing process will not beaccepted and Applications accompanied by such chequesor bank drafts are liable to be rejected.

c) The monies deposited in the Escrow Account will be held forthe benefit of the Applicants until the Designated Date.

d) On the Designated Date, the Escrow Collection Banks shalltransfer the funds from the Escrow Account as per the termsof the Escrow Agreement, Prospectus Tranche-II and ShelfProspectus into the Public Issue Account. The EscrowCollection Banks shall also, upon receipt of instructions fromthe Lead Managers and the Registrar, transfer all amountspayable to Applicants, who have not been allotted Bonds tothe Refund Accounts.

The Escrow Collection Bank(s) shall transfer the funds from theEscrow Account into the Public Issue Account(s), as per theterms of the Escrow Agreement, the Prospectus Tranche-II andShelf Prospectus.NHB will open Escrow Account(s) with each of the EscrowCollection Bank(s) in whose favour the Applicants (other thanASBA Applicants) will make out the cheque or demand draft inrespect of their Application.Cheques or demand drafts received for the full Application Amountfrom Applicants/payments received through the online paymentfacility offered by Stock Exchange(s) would be deposited in theEscrow Account(s). All cheques/bank drafts accompanying theApplication should be crossed “A/c Payee only” and madepayable to “National Housing Bank Tax-Free Bonds 2013-2014Escrow Account”.Application Amounts paid through the online payment facilityof the Stock Exchange(s) will also be deposited in the EscrowAccount(s).The Escrow Collection Bank(s) will maintain the monies in theEscrow Account(s) until documents for creation of security forthe Bonds are executed. The Escrow Collection Bank(s) will notexercise any lien whatsoever over the monies deposited thereinand will hold the monies therein in trust for the Applicants. Onthe Designated Date, the Escrow Collection Bank(s) will transferthe funds represented by Allotment of Bonds (other than inrespect of Allotment to successful ASBA Applicants) from the

Escrow Account(s), as per the terms of the Escrow Agreement,into the Public Issue Account(s), provided that NHB will haveaccess to such funds only after receipt of final listing and tradingapprovals from the Stock Exchange(s) and execution of the BondTrust Agreement and Security Documents. The balance amountafter transfer to the Public Issue Account(s) will be transferred tothe Refund Account. Payments of refund to the relevantApplicants will be made from the Refund Account as per theterms of the Escrow Agreement and the Prospectus Tranche-II.32. Payment into Escrow AccountEach Applicant will draw a cheque or demand draft or remit thefunds electronically through the mechanisms for the ApplicationAmount as per the following terms:(a) All Applicants would be required to pay the full Application

Amount for the number of Bonds applied for, at the time ofthe submission of the Application Form.

(b) The Applicants will, with the submission of the ApplicationForm, draw a cheque/demand draft for the full ApplicationAmount in favour of the Escrow Account and submit thesame to Escrow Collection Bank(s). If the payment is notmade favouring the Escrow Account with the ApplicationForm, the Application is liable to be rejected. ApplicationForms accompanied by cash, stock invest, money order orpostal order will not be accepted.

(c) The cheque/demand draft for payment into the EscrowAccount should be drawn in favour of “National HousingBank Tax-Free Bonds 2013-2014 Escrow Account”.

(d) Payments should be made by cheque or demand draft drawnon any bank (including a cooperative bank) which is situatedat and is a member of or sub-member of the bankers’ clearinghouse located at the centre where the Application Form issubmitted. Outstation cheques, post-dated cheques andcheques/bank drafts drawn on banks not participating inthe clearing process will not be accepted and Applicationsaccompanied by such cheques or bank drafts are liable to berejected. Cash/ stockinvest /money orders/postal orders willnot be accepted. Cheques without the nine digit MICR codeare liable to be rejected.

(e) Applicants are advised to provide the number of theApplication Form on the reverse of the cheque or bank draftto avoid misuse of instruments submitted with theApplication Form.

(f) The monies deposited in the Escrow Accounts will be heldfor the benefit of the Applicants (other than ASBAApplicants) till the Designated Date.

(g) On the Designated Date, the Escrow Collection Banks shalltransfer the funds from the Escrow Accounts as per the termsof the Escrow Agreement into the Public Issue Account(s)with the Bankers to the Issue and the refund amount shall betransferred to the Refund Account.

33. Payment by cash/stockinvest/money orderPayment through cash/stockinvest/money order will not beaccepted in the Tranche-II Issue.34. Online ApplicationsNHB may decide to offer an online Application facility for theBonds, as and when permitted by applicable laws, subject to theterms and conditions prescribed.Submission of Duly Completed Application FormsTo supplement the foregoing, the mode and manner of Applicationand submission of Application Forms is illustrated in the followingchart.

Page 17: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

19NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Mode of Submission of To whom the Application Form has to be submittedApplication FormsDirect Online Applications Online submission through the online platform and online payment facility

offered by the Stock Exchange(s).

ASBA Applications (i) If using physical Application Form, (a) to the Members of the Syndicateor Trading Members of the Stock Exchange(s) only at the Specified Cities(“Syndicate ASBA”), or (b) to the Designated Branches of SCSBswhere the ASBA Account is maintained; or

(ii) If using electronic/ online Application Form, to the SCSBs,electronically through internet banking facility, if available.

Non-ASBA Applications The Members of the Syndicate or Trading Members of the Stock(other than Direct Online Exchange(s).Note: Applications for Allotment in physical form can beApplications) made only by using non-ASBA Applications (other than Direct Online

Applications).

No separate receipts will be issued for the Application Amountpayable on submission of Application Form. However, the LeadManagers/ Consortium Members / Trading Members of StockExchange(s) will acknowledge the receipt of the Application Formsby stamping the date and returning to the Applicants anacknowledgement slip which will serve as a duplicate ApplicationForm for the records of the Applicant.Syndicate ASBA Applicants must ensure that their ASBAApplications are submitted to the Members of the Syndicate orTrading Members of the Stock Exchange(s) only at the SpecifiedCities. ASBA Applications submitted to the Members of theSyndicate or Trading Members of the Stock Exchange(s) at theSpecified Cities will not be accepted if the SCSB where the ASBAAccount, as specified in the ASBA Application, is maintained hasnot named at least one branch at that Specified City for theMembers of the Syndicate or Trading Members of the StockExchange(s), as the case may be, to deposit ASBA Applications. Alist of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. For information onthe Issue programme and timings for submission of ApplicationForms, see “Terms of the Issue – Issue Period” on page 41 of theProspectus Tranche-II.Applicants other than ASBA Applicants are advised not to submitApplication Forms directly to Escrow Collection Bank(s); and thesame are liable to be rejected and the Applicants will not be entitledto any compensation whatsoever.Rejection of ApplicationsNHB reserves its full, unqualified and absolute right to accept orreject any Application in whole or in part and in either case withoutassigning any reason thereof. Applications would be liable to berejected on one or more technical grounds, including but notrestricted to the following:• Applications where a registered address in India is not provided

for the Applicant.• Applications by persons who are not eligible to acquire Bonds

of NHB in terms of applicable laws, rules, regulations, guidelinesand approvals, including Applications by persons notcompetent to contract under the Indian Contract Act, 1872(including a minor without a guardian name) and Applicationsby OCBs.

• In case of partnership firms, Bonds may be registered in thenames of the individual partners and no firm as such will beentitled to apply. However, a limited liability partnership firmcan apply in its own name.

• In case of Applications under power of attorney or bycorporates, trusts, societies, etc., relevant documents are notsubmitted.

• Applications accompanied by Stock invest/money order/postalorder/cash.

• Applications for an amount below the minimum Applicationsize or for an amount less than bonds applied for. However,NHB may allot Bonds up to the value of application monies

paid, if such application monies exceed the minimum applicationsize as prescribed hereunder.

• Applications for amounts greater than the maximum permissibleamounts prescribed by the regulations and applicable law.

• Applications without payment of the entire ApplicationAmount. However, NHB may Allot Bonds up to the value ofApplication Amounts paid, if such Application Amounts exceedthe minimum Application size prescribed hereunder.

• Application Amount paid not tallying with the number of Bondsapplied for. However, NHB may Allot Bonds up to the value ofApplication Amounts paid, if such Application Amounts exceedthe minimum Application size prescribed hereunder.

• Applications for a number of Bonds which is not in a multipleof one. However, NHB may allot Bonds upto lower integer ifsuch Application Amount exceeds one Bond.

• Submission of more than five ASBA Applications per ASBAAccount.

• PAN not mentioned in the Application Form, except forApplications by or on behalf of the Central or State Governmentand the officials appointed by the courts, provided such claimshave been verified by the DPs.

• GIR number furnished instead of PAN.• DP ID, Client ID and bank account not mentioned in the

Application Form, in case of Allotment in dematerialised form.• ASBA Applications not having details of the ASBA Account

to be blocked.• Authorisation to the SCSB for blocking funds in the ASBA

Account not provided.• Signature of sole and/or joint Applicants missing. In case of

joint Applicants, the Application Forms not being signed byeach of the joint Applicants (in the same sequence as theyappear in the records of the Depository).

• ASBA Application Forms not signed by the ASBA Accountholder, if the ASBA Account holder is different from theApplicant.

• Application Forms submitted to the Members of the Syndicateor Trading Members of the Stock Exchange(s) does not bearthe stamp of the relevant Member of the Syndicate or TradingMember of the Stock Exchange(s), as the case may be. ASBAApplications submitted directly to the Designated Branchesof SCSBs does not bear the stamp of the SCSB and/or theDesignated Branch and/or Member of the Syndicate or TradingMembers of the Stock Exchange(s), as the case may be.

• In case of Allotment in dematerialised form, no correspondingrecord is available with the Depositories that matches threeparameters, namely, DP ID, Client ID and PAN or if PAN is notavailable in the Depository database.

• With respect to ASBA Applications, inadequate funds in theASBA Account to enable the SCSB to block the ApplicationAmount specified in the ASBA Application Form at the time ofblocking such Application Amount in the ASBA Account orno confirmation is received from the SCSB for blocking of funds.

• Applications by persons debarred from accessing capitalmarkets, by SEBI or any other regulatory authority.

• Applications not uploaded on the terminals of the StockExchange(s).

• Applications uploaded after the expiry of the allocated time onthe Issue Closing Date, unless extended by the StockExchange(s), as applicable.

• Applications by Applicants whose beneficiary accounts havebeen ‘suspended for credit’ pursuant to the circular issued bySEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010.

• ASBA Applications submitted to the Members of the Syndicateor Trading Members of the Stock Exchange(s) at locations otherthan the Specified Cities or at a Designated Branch of a SCSB

Page 18: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

20 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

where the ASBA Account is not maintained, and ASBAApplications submitted directly to an Escrow Collection Bank(assuming that such bank is not a SCSB), to NHB or the Registrarto the Issue.

• Application Forms not delivered by the Applicant within thetime prescribed as per the Application Form, Shelf Prospectusand the Prospectus Tranche-II and as per the instructions inthe Application Form, Shelf Prospectus and the ProspectusTranche-II.

• Application Form accompanied with more than one paymentinstructions/ cheque.

• Date of Birth for first/sole Applicant for persons applying forAllotment of Bonds in physical form not mentioned in theApplication Form.

• SCSB making an ASBA application (a) through an ASBAAccount maintained with its own self or (b) through an ASBAaccount maintained through a different SCSB not in its ownname, or (c) through an ASBA Account maintained through adifferent SCSB in its own name, which ASBA Account is notutilised for the purpose of applying in public issue.

• With respect to non-ASBA Applicants, Applications whereclear funds are not available in Applicants Accounts as perfinal certificates from Escrow Collection Bank(s).

• Applications by persons/entities who have been debarred fromaccessing the capital markets by SEBI.

• Where PAN details in the Application Form and as entered intothe electronic platform of the stock exchange(s), are not as perthe records of the Depositories.

• In case of Applicants applying for the Bonds in physical form,if the address of the Applicant is not provided in the ApplicationForm.

ASBA Applications submitted to the Members of the Syndicate orTrading Members of the Stock Exchange(s) at the Specified Citieswill not be accepted if the SCSB where the ASBA Account, asspecified in the ASBA Form, is maintained has not named at leastone branch at that Specified City for the Members of the Syndicateor Trading Members of the Stock Exchange(s), as the case maybe, to deposit ASBA Applications (A list of such branches isavailable at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries).TERMS OF THE ISSUEThe terms and conditions of Bonds being offered in the Issue aresubject to the NHB Act, Companies Act, 1956 and the CompaniesAct, 2013, to the extent applicable, as the case may be, the SEBIDebt Regulations, the Debt Listing Agreement, the Notification,the Prospectus Tranche-II, the Application Form, the AbridgedProspectus and other terms and conditions as may be incorporatedin the Bond Trustee Agreement and Bond Trust Deed entered intobetween NHB and IL&FS Trust Company Limited (in its capacityas the “Bond Trustee”, which expression will include itssuccessor(s) as trustee), as well as laws applicable from time totime, including rules, regulations, guidelines, notifications and anystatutory modifications or re-enactments including those issuedby GoI, SEBI, RBI, the Stock Exchange(s) and/or other authoritiesand other documents that may be executed in respect of the Bonds.For further details please see “Issue Structure” on page 35 of theProspectus Tranche-II.35. Authority for the IssueThe CBDT has, by the Notification, authorised NHB to issue Bondsaggregating to Rs. 4,000 crore. NHB proposes to raise Rs. 3,100crore* through a public issue of Bonds in one or more tranches,during the Fiscal, 2014.* In terms of the Notification, NHB has raised Rs. 900 crore on aprivate placement basis in one tranche through information

memorandum dated August 30, 2013 and Rs. 2,100 crore by wayof public issue under the Tranche-I Issue through the ProspectusTranche-I. Accordingly, the Residual Shelf Limit is Rs. 1,000 crore.This limit shall be applicable for raising further funds throughpublic issue route or private placement route. Further, NHB mayalso raise funds through private placement route in one or moretranches during the process of the present Issue. The aggregateamount raised through the private placement route shall notexceed Rs.1,200 crore i.e. up to 30% of the allocated limit forraising funds through tax free bonds during Fiscal 2014, in termsof the Notification. NHB shall ensure that the tax free bondsissued through public issue and private placement route shalltogether not exceed Rs. 4,000 crore. In case if NHB raises fundsthrough private placements during the process of the presentIssue, the Residual Shelf Limit for the Issue shall be reduced bysuch amount raised.This Tranche-II Issue by the Issuer is of the Bonds for an amountof Rs. 250 crore with an option to retain oversubscription upto theResidual Shelf Limit (i.e. Rs. 1,000 crore) and is being offered byway of this Prospectus Tranche-II containing, interalia, the termsand conditions of Tranche-II Issue, which should be read togetherwith the Shelf Prospectus filed with the Designated Stock Exchangeand SEBI. The Shelf Prospectus together with this ProspectusTranche- II constitutes the "Prospectus".The Board, at the meetings held on August 5, 2013, approved theIssue of the tax free bonds in accordance with the Notification.36. Face valueThe face value of each Bond is Rs. 5,000/-.37. SecurityPari passu floating first charge on the specific book debts of NHB,as may be mentioned in the security documents and/or Bond TrustDeed and as may be further notified by NHB to the Trustee, fromtime to time, with an asset cover of one time of the total outstandingamount of Bonds, from time to time.The Bondholders are entitled to the benefit of the Bond TrustDeed and are bound by and are deemed to have notice of allprovisions of the Bond Trust Deed.38. Credit RatingCredit Analysis & Research Limited (“CARE”) has, vide its letterdated October 28, 2013, assigned a rating of “CARE AAA” to theBonds. Instruments with this rating are considered to have highestdegree of safety regarding timely servicing of financial obligations.Such instruments carry lowest credit risk. Credit Analysis &Research Limited has vide its letters dated November 11, 2013,December 10, 2013 and February 19, 2014revalidated its credit rating.CRISIL Limited (“CRISIL”) has, vide letter dated October 29, 2013,assigned a rating of “CRISIL AAA/Stable” to the Bonds.Instruments with this rating are considered to have highest degreeof safety regarding timely servicing of financial obligations. Suchinstruments carry lowest credit risk. CRISIL Limited has vide itsletter dated December 10, 2013 and February 21, 2014 revalidatedits credit rating. ICRA Limited (“ICRA”) has, vide its letter datedOctober 25, 2013, assigned a rating of “[ICRA] AAA (Stable)” tothe Bonds. Instruments with this rating are considered to havehighest degree of safety regarding timely servicing of financialobligations. Such instruments carry lowest credit risk. ICRA Limitedhas vide its letter dated December 10, 2013 and February 18, 2014revalidated its credit rating. . For the revalidation letters datedFebruary 19, 2014, February 21, 2014 and February 18, 2014, see“Annexure B: Credit Rating (Revalidation Letters)” of thisProspectus Tranche- II.For further details please see “Annexure D - Credit Rating andRationale” of the Shelf Prospectus.

Page 19: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

21NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

39. Period of SubscriptionThe Issue shall remain open for the period mentioned below:

ISSUE OPENS ON MARCH 7, 2014

ISSUE CLOSES ON MARCH 18, 2014The Tranche-II Issue shall remain open for subscription from10.00 a.m. to 5.00 p.m (Indian Standard Time) during the periodindicated above with an option for early closure or extension, asmay be decided by the Board of Directors or the Chairman andManaging Director. In the event of such early closure or extensionof the subscription list of the Tranche-II Issue, NHB shall ensurethat public notice of such early closure/extension is publishedon or before such early date of closure or the Issue Closing Date,as applicable, through advertisement(s) in a leading national dailynewspaper.Applications Forms for the Tranche-II Issue will be acceptedonly between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) orsuch extended time as may be permitted by the Stock Exchange(s)during the Issue Period mentioned above, on all days, i.e.,between Monday and Friday, both inclusive, barring publicholidays: (i) by the Members of the Syndicate or TradingMembers of the Stock Exchange(s), as the case may be, at thecentres mentioned in the Application Form through the non-ASBA mode, or (ii) in case of ASBA Applications, (a) directly byDesignated Branches of SCSBs or (b) by the centres of theMembers of the Syndicate or Trading Members of the StockExchange(s), as the case may be, only at the specified cities(Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur,Bengaluru, Hyderabad, Pune, Vadodara and Surat) ("SpecifiedCities"), except that on the Issue Closing Date, Application Formswill be accepted only between 10.00 a.m. and 3.00 p.m. (IndianStandard Time) and uploaded until 5.00 p.m (Indian StandardTime) or such extended time as may be permitted by the StockExchange(s) (after taking into account the total number ofApplications received up to the closure of timings for acceptanceof Application Forms as stated herein). Applicants may also maketheir Applications through Direct Online Applications using theonline payment facility offered through the Stock Exchange(s)during the Issue Period, subject to such online payment facilitybeing made available by the Stock Exchange(s) prior to the dateof filing of the Prospectus Tranche-II by NHB.Due to limitation of time available for uploading Applications onthe Issue Closing Date, Applicants are advised to submit theirApplication Forms one day prior to the Issue Closing Date and,no later than 3.00 p.m (Indian Standard Time) on the IssueClosing Date. Applicants are cautioned that in the event a largenumber of Applications are received on the Issue Closing Date,there may be some Applications which are not uploaded due tolack of sufficient time to upload. Such Applications that cannotbe uploaded will not be considered for allocation under theTranche-II Issue.The Bonds are being issued at par and the full amount of the facevalue per Bond is payable on Application, except ASBAApplication the amount will be blocked in the ASBA Account.Neither NHB, nor the Members of the Syndicate or TradingMembers of the Stock Exchange(s) shall be liable for any failurein uploading Applications due to failure in any software/hardwaresystem or otherwise.40. Application AmountThe Bonds are being issued at par and full amount of face valueper Bond is payable on application, except ASBA Applicationthe amount will be blocked in the ASBA Account. The Applicantswill be allotted the Bonds in accordance with the Basis of

Allotment.41. Escrow MechanismThrough various available modes as detailed in the section titled“Issue Procedure – Payment Instructions” on page 67 of theProspectus Tranche - II.42. Basis of Allotment(a) Allotments in the first instance:

(i) Applicants belonging to the Category I, in the firstinstance, will be allocated Bonds up to 10% of OverallIssue Size on first come first serve basis which would bedetermined on the basis of the date of upload of eachApplication into the electronic system of the StockExchanges;

(ii) Applicants belonging to the Category II, in the firstinstance, will be allocated Bonds up to 25% of OverallIssue Size on first come first serve basis which would bedetermined on the basis of date of upload of eachApplication into the electronic system of the StockExchanges;

(iii) Applicants belonging to the Category III, in the firstinstance, will be allocated Bonds up to 25% of OverallIssue Size on first come first serve basis which would bedetermined on the basis of date of upload of eachApplication in to the electronic system of the StockExchanges;

(iv) Applicants belonging to the Category IV, in the firstinstance, will be allocated Bonds up to 40% of OverallIssue Size on first come first serve basis which would bedetermined on the basis of date of upload of eachApplication in to the electronic system of the StockExchanges.Allotments, in consultation with the Designated StockExchange, shall be made on a first come first serve basis,based on the date of upload of each Application into theelectronic system of the Stock Exchanges, in each Portion,subject to the Allocation Ratio.

(b) Under Subscription: If there is any under subscription inany Portion, priority in allotments will be given in thefollowing order on a first come first serve basis in eachPortion, based on the date of upload of each Applicationinto the electronic system of the Stock Exchanges, in eachPortion:(i) Retail Individual Investor Portion(ii) High Net worth Individual Portion(iii) Domestic Corporate Portion(iv) QIB Portion

(c) For each Portion, all Applications uploaded into the electronicsystem of the Stock Exchanges in the same day would betreated at par with each other. Allotment within a day wouldbe on proportionate basis, where Bonds applied for exceedsBonds to be allotted for each Portion respectively.

(d) Allotments in case of oversubscription:In case ofoversubscription, allotments to the maximum extent, aspossible, will be made on a first come first serve basis andthereafter on a proportionate basis in each Portion,determined based on the date of upload of each Applicationinto the electronic system of the Stock Exchanges i.e. fullallotment of Bonds to the Applicants on a first come firstserve basis up to the date falling 1 day prior to the date ofoversubscription and proportionate allotment of Bonds tothe Applicants on the date of oversubscription .

(e) Proportionate Allotments: For each Portion, on the date ofoversubscription:

Page 20: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

22 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

(i) Allotments to the Applicants shall be made in proportionto their respective Application size, rounded off to thenearest integer.

(ii) If the process of rounding off to the nearest integer resultsin the actual allocation of Bonds being higher than theIssue size, not all Applicants will be allotted the numberof Bonds arrived at after such rounding off. Rather, eachApplicant whose Allotment size, prior to rounding off,had the highest decimal point would be given preference.

(iii) In the event, there are more than one Applicant whoseentitlement remain equal after the manner of distributionreferred to above, NHB will ensure that the basis ofallotment is finalised by draw of lots in a fair and equitablemanner.

(f) Applicant applying for more than one Series of Bonds: Ifan Applicant has applied for more than one Series of Bondsand if such Applicant is entitled to allocation of only a partof the aggregate number of Bonds applied for, the Series -wise allocation of Bonds to such Applicants shall be inproportion to the number of Bonds with respect to each Seriesof Bonds, applied for by such Applicant, subject to roundingoff to the nearest integer, as appropriate in consultation withLead Managers and the Designated Stock Exchange.

(g) Minimum allotment of 1Bond and in multiples of 1 Bondthereafter would be made in case of each valid Application,subject to Basis of Allotment as mentioned above

All decisions pertaining to the basis of allotment of Bondspursuant to the Tranche-II Issue shall be taken by NHB inconsultation with the Lead Managers, and the Designated StockExchange and in compliance with the aforementioned provisionsof the Prospectus Tranche-II. Any other queries/ issues inconnection with the Applications will be appropriately dealt withand decided upon by NHB in consultation with the LeadManagers.NHB will allot Tranche-II Series 1A/ Series 1BBonds (dependingupon the category of applicants) to all valid applications, whereinthe Applicants have not indicated their choice of the relevantSeries of Bond.Retention of oversubscriptionThe CBDT has, by the Notification, authorised NHB to issueBonds aggregating to Rs. 4,000 crore. NHB proposes to raise Rs.3,100 crore* through a public issue of Bonds in one or moretranches, during the Fiscal, 2014.* In terms of the Notification, NHB has raised Rs. 900 crore ona private placement basis in one tranche through informationmemorandum dated August 30, 2013 and Rs. 2,100 crore byway of public issue under the Tranche-I Issue through theProspectus Tranche-I. Accordingly, the Residual Shelf Limit isRs. 1,000 crore. This limit shall be applicable for raising furtherfunds through public issue route or private placement route.Further, NHB may also raise funds through private placementroute in one or more tranches during the process of the presentIssue. The aggregate amount raised through the privateplacement route shall not exceed Rs.1,200 crore i.e. up to 30%of the allocated limit for raising funds through tax free bondsduring Fiscal 2014, in terms of the Notification. NHB shallensure that the tax free bonds issued through public issue andprivate placement route shall together not exceed Rs. 4,000crore. In case if NHB raises funds through private placementsduring the process of the present Issue, the Residual Shelf Limitfor the Issue shall be reduced by such amount raised.Group of Applications and allocation ratioThe Registrar will aggregate the Applications based on theapplications received through an electronic book from the stock

exchange(s) and determine the valid applications for the purposeof drawing the basis of allocation. Grouping of the applicationreceived will be then done in the following manner:For the purposes of the basis of allotment:A. Applications received from Category I Applicants:

Applications received from Applicants belonging to CategoryI shall be grouped together (“QIB Portion”);

B. Applications received from Category II Applicants:Applications received from Applicants belonging to CategoryII, shall be grouped together (“Domestic CorporatePortion”);

C. Applications received from Category III Applicants:Applications received from Applicants belonging to CategoryIII shall be grouped together (“High Networth IndividualPortion”); and

D. Applications received from Category IV Applicants:Applications received from Applicants belonging to CategoryIV shall be grouped together (“Retail Individual InvestorPortion”)

Pursuant to the Notification, at least 40% of the Issue sizeshall be reserved for Retail Individual Investors.For avoidance of doubt, the terms “QIB Portion”, “DomesticCorporate Portion”, “High Net Worth Individual Portion” and“Retail Individual Investor Portion” are individually referred toas a “Portion” and collectively referred to as “Portions”.For the purposes of determining the number of Bonds availablefor allocation to each of the abovementioned Portions, NHB shallhave the discretion of determining the number of Bonds to beallotted over and above the Base Issue Size, in case NHB opts toretain any oversubscription in the Tranche - II Issue up to theResidual Shelf Limit (i.e. Rs. 1000 crore). The aggregate value ofBonds decided to be allotted over and above the Base Issue Size,(in case NHB opts to retain any oversubscription in the Tranche- II Issue), and/or the aggregate value of Bonds up to the BaseIssue Size shall be collectively termed as the “Overall Issue Size”.Allocation ratio

QIB Portion Domestic Corporate Portion

High Networth Individual Portion

Retail Individual Investor Portion

10% of the Overall Issue Size

25% of the Overall Issue Size

25% of the Overall Issue Size

40% of the Overall Issue Size

Deemed Date of AllotmentThe date on which, the Board of Directors or Chairman and Man-aging Director approves the Allotment of Bonds for the Tranche-II or such date as may be determined by the Board of Directors orChairman and Managing Director and notified to the DesignatedStock Exchange. All benefits relating to the Bonds including in-terest on Bonds (as specified in the Prospectus Tranche-II) shallbe available from the Deemed Date of Allotment. The actual allot-ment of Bonds may take place on a date other than the DeemedDate of Allotment43. Allotment Advice/ Refund OrdersNHB reserves, in its absolute and unqualified discretion andwithout assigning any reason therefor, the right to reject anyApplication in whole or in part. The unutilised portion of theApplication Amount(s) will be refunded to the Applicant by anaccount payee cheque/demand draft. In case the cheque payableat par facility is not available, NHB reserves the right to adoptany other suitable mode of payment.NHB will use best efforts to ensure that all steps for completionof the necessary formalities for Allotment, listing andcommencement of trading at the Stock Exchange(s) where the

Page 21: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

23NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Bonds are proposed to be listed are taken within 12 WorkingDays of the Issue Closing Date. NHB will ensure dispatch ofAllotment Advice/refund orders within 12 Working Days of theIssue Closing Date and/or issue instructions for credit of Bondsto the respective beneficiary accounts with DPs for successfulApplicants who have been Allotted Bonds in dematerialised formwithin 12 Working Days of the Issue Closing Date. AllotmentAdvice for successful Applicants who have been Allotted Bondsin dematerialised form will be mailed to their addresses (in India)as per the Demographic Details received from the Depositories.NHB will credit the Allotted Bonds to the respective beneficiaryaccounts/dispatch the Allotment Advice/refund orders, as thecase may be, by speed/registered post at the Applicant’s solerisk within 12 Working Days of the Issue Closing Date. NHB indefault will be liable to pay interest at the applicable rate fordelay beyond 8 days from the time NHB becomes liable to repayany amount on account of refund, as may be prescribed underthe NHB Act.NHB will provide adequate funds required for dispatch of refundorders and Allotment Advice, as applicable, to the Registrar tothe Issue.Refunds for Applicants other than ASBA ApplicantsWithin 12 Working Days of the Issue Closing Date, the Registrarto the Issue will dispatch refund orders/issue instructions forelectronic refund, as applicable, of all amounts payable tounsuccessful Applicants (other than ASBA Applicants) and alsoany excess amount paid on Application, after adjusting forallocation/Allotment of Bonds. Refunds, if any, to Applicantswho have submitted Direct Online Applications through the onlineplatform and online payment facility offered by Stock Exchange(s),will also be made as per this section. The Registrar to the Issuewill obtain from the Depositories the Applicant’s bank accountdetails, including the MICR code, on the basis of the DP ID andClient ID provided by the Applicant in their Application Forms,for making refunds. For Applicants who receive refunds throughECS, direct credit, RTGS or NEFT, the refund instructions will beissued to the clearing system within 12 Working Days of theIssue Closing Date. A suitable communication will be dispatchedto the Applicants receiving refunds through these modes, givingdetails of the bank where refunds will be credited with the amountand expected date of electronic credit of refund. Suchcommunication will be mailed to the addresses (in India) ofApplicants, as per Demographic Details received from theDepositories. The Demographic Details would be used for mailingof the physical refund orders, as applicable.Investors, who applied for Bonds in electronic form, are advisedto immediately update their bank account details as appearing onthe records of their Depository Participant. Failure to do so couldresult in delays in credit of refund to the investor at their sole riskand neither the Lead Managers nor NHB shall have anyresponsibility and undertake any liability for such delays on partof the investors.Mode of refunds for Applicants other than ASBA ApplicantsPayment of refund, if any, for Applicants other than ASBAApplicants would be done through any of the following modes:1. Direct Credit – Applicants having bank accounts with theRefund Bank(s), as per Demographic Details received from theDepositories, will be eligible to receive refunds through directcredit. Charges, if any, levied by the Refund Bank(s) for the samewould be borne by NHB.

2. NECS – Payment of refund would be done through NECS forApplicants having an account at any of the centres notified byRBI. This mode of payment of refunds would be subject toavailability of complete bank account details including theMagnetic Ink Character Recognition (“MICR”) code from theDepositories.3. RTGS – Applicants having a bank branch which is RTGSenabled as per the information available on the website of RBIand whose refund amount exceeds Rs. 2.00 lakh, have the optionto receive refund through RTGS provided the demographic detailsdownloaded from the Depositories contain the nine digit MICRcode of the Applicant’s bank which can be mapped with RBI datato obtain the corresponding Indian Financial System Code(“IFSC”). Charges, if any, levied by the Applicant‘s bank receivingthe credit would be borne by the Applicant.4. NEFT – Payment of refund will be undertaken through NEFTwherever the Applicant’s bank has been assigned the NEFT whichcan be linked to a MICR code, if any, available to that particularbank branch. NEFT will be obtained from the website of RBI ason a date immediately prior to the date of payment of refund, dulymapped with MICR numbers. Wherever the Applicants haveregistered their nine digit MICR number and their bank accountnumber while opening and operating the beneficiary account,the same will be duly mapped with the NEFT of that particularbank branch and the payment of refund will be made to theapplicants through this method. The process flow in respect ofrefunds by way of NEFT is at an evolving stage, hence use ofNEFT is subject to operational feasibility, cost and processefficiency. If NEFT is not operationally feasible, the payment ofrefunds would be made through any one of the other modes asdiscussed in the sections.5. For all other Applicants, including those who have not updatedtheir bank particulars with the MICR code, the refund orders willbe dispatched through speed/registered post only to Applicantsthat have provided details of a registered address in India. Suchrefunds will be made by cheques, pay orders or demand draftsdrawn on the relevant Refund Bank and payable at par at placeswhere Applications are received. Bank charges, if any, for cashingsuch cheques, pay orders or demand drafts at other centres willbe payable by the Applicants.Mode of refunds for ASBA ApplicantsIn case of ASBA Applicants, the Registrar to the Issue will instructthe relevant SCSB to unblock funds in the relevant ASBA Accountfor withdrawn, rejected or unsuccessful or partially successfulASBA Applications within 12 Working Days of the Issue ClosingDate.44. Other InformationInformation for ApplicantsIn case of ASBA Applications submitted to the SCSBs, in termsof SEBI circular dated April 22, 2010, the Registrar to the Issuewill reconcile the compiled data received from the StockExchange(s) and all SCSBs, and match the same with theDepository database for correctness of DP ID, Client ID andPAN. The Registrar to the Issue will undertake technical rejectionsbased on the electronic details and the Depository database. Incase of any discrepancy between the electronic data and theDepository records, NHB, in consultation with the DesignatedStock Exchange, the Lead Managers and the Registrar to theIssue, reserves the right to proceed as per the Depository records

Page 22: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

24 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

for such ASBA Applications or treat such ASBA Applications asrejected.In case of ASBA Applicants submitted to the Members of theSyndicate and Trading Members of the Stock Exchange(s) at theSpecified Cities, the Basis of Allotment will be based on thevalidation by the Registrar to the Issue of the electronic detailswith the Depository records, and the complete reconciliation ofthe final certificates received from the SCSBs with the electronicdetails in terms of SEBI circular dated April 29, 2011. The Registrarto the Issue will undertake technical rejections based on theelectronic details and the Depository database. In case of anydiscrepancy between the electronic data and the Depositoryrecords, NHB, in consultation with the Designated StockExchange, the Lead Managers and the Registrar to the Issue,reserves the right to proceed as per the Depository records ortreat such ASBA Application as rejected.In case of non-ASBA Applications and Direct OnlineApplications, the Basis of Allotment will be based on the validationby the Registrar to the Issue of the electronic details with theDepository records, and the complete reconciliation of the finalcertificates received from the Escrow Collection Bank(s) with theelectronic details in terms of SEBI circular dated April 22, 2010and SEBI circular dated April 29, 2011. The Registrar to the Issuewill undertake technical rejections based on the electronic detailsand the Depository database. In case of any discrepancy betweenthe electronic data and the Depository records, NHB, inconsultation with the Designated Stock Exchange, the LeadManagers, the Registrar to the Issue, reserves the right to proceedas per the Depository records or treat such Applications asrejected.Based on the information provided by the Depositories, NHBwill have the right to accept Applications belonging to an accountfor the benefit of a minor (under guardianship). In case ofApplications for a higher number of Bonds than specified forthat category of Applicant, only the maximum amount permissiblefor such category of Applicant will be considered for Allotment.45. Withdrawal of Applications during the Issue PeriodWithdrawal of Direct Online ApplicationsDirect Online Applications may be withdrawn in accordance withthe procedure prescribed by the Stock Exchange(s).Withdrawal of ASBA ApplicationsASBA Applicants may withdraw their ASBA Applications duringthe Issue Period by submitting a request in writing to a Memberof the Syndicate, Trading Member of the Stock Exchange(s) or aDesignated Branch of an SCSB, as the case may be, throughwhom the ASBA Application had been placed. In case of ASBAApplications submitted to the Members of the Syndicate orTrading Members of the Stock Exchange(s) at the Specified Cities,on receipt of the request for withdrawal from the ASBA Applicant,the relevant Member of the Syndicate or Trading Member of theStock Exchange(s), as the case may be, will do the requisite,including deletion of details of the withdrawn ASBA ApplicationForm from the electronic platform of the Stock Exchange(s). Incase of ASBA Applications submitted directly to the DesignatedBranch of the SCSB, on receipt of the request for withdrawal fromthe ASBA Applicant, the relevant Designated Branch will do therequisite, including deletion of details of the withdrawn ASBAApplication Form from the electronic platform of the StockExchange(s) and unblocking funds in the ASBA Account directly.

Withdrawal of Non-ASBA Applications (other than Direct OnlineApplications)Non-ASBA Applicants can withdraw their Applications duringthe Issue Period by submitting a request in writing for the sameto the Member of the Syndicate or Trading Member of the StockExchange(s), as the case may be, through whom the Applicationhad been made. On receipt of the request for withdrawal from theApplicant, the relevant Member of the Syndicate or TradingMember of the Stock Exchange(s), as the case may be, will do therequisite, including deletion of details of the withdrawn Non-ASBA Application Form from the electronic platform of the StockExchange(s).46. Withdrawal of Applications after the Issue PeriodIn case an Applicant (ASBA as well as Non-ASBA) wishes towithdraw an Application after the Issue Closing Date, the samecan be done by submitting a withdrawal request to the Registrarto the Issue prior to the finalization of the Basis of Allotment. TheRegistrar to the Issue will delete the withdrawn Application fromthe electronic file provided by the Stock Exchange(s) and a) issueinstruction to the Refund Banker for refund of application amount(in case of Non-ASBA Application) b) SCSB for unblocking theASBA Account (in case of ASBA Applications).47. 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 a Member of the Syndicate/Trading Member of the Stock Exchange(s)/Designated Branchof an SCSB, as the case may be. However, for the purpose ofAllotment, the date of original upload of the Application will beconsidered in case of such revision/modification. Revision ofApplications is not permitted after the expiry of the time foracceptance of Application Forms on the Issue Closing Date. Incase of any revision of Application in connection with any of thefields which are not allowed to be modified on the onlineApplication platform of the Stock Exchange(s) as per theprocedures and requirements prescribed by each relevant StockExchange, Applicants should ensure that they first withdrawtheir original Application and submit a fresh Application. Insuch a case the date of the new Application will be considered fordate priority for Allotment purposes.48. Interest48.1. Interest on the BondsFor Bondholders falling under Category I, II and III, the Bondsunder Tranche II Series 1A, Tranche II Series 2A and Tranche IISeries 3A shall carry interest at the coupon rate of 8.25% % p.a.,8.68% p.a. and 8.65% p.a. respectively payable from, andincluding, the Deemed Date of Allotment up to, but excluding,their respective Maturity Dates, payable annually on the “InterestPayment Date”, to the Bondholders as of the relevant RecordDate. The effective yield to Category I, II and III Bondholderswould be 8.25% % p.a., 8.68% p.a. and 8.65% p.a. for the TrancheII Series 1A, Tranche II Series 2A and Tranche II Series 3A,respectively.For Bondholders falling under Category IV, the Bonds underTranche II Series 1B, Tranche II Series 2B and Tranche II Series3B shall carry interest at the coupon rate of 8.50% p.a., 8.93% p.a.and 8.90% p.a. respectively payable from, and including, theDeemed Date of Allotment up to, but excluding, their respectiveMaturity Dates, payable annually on the “Interest Payment Date”,

Page 23: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

25NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

to the Bondholders as of the relevant Record Date. The effectiveyield to Category IV Bondholders would be 8.50% p.a., 8.93%p.a. and 8.90% p.a. for the Tranche II Series 1B, Tranche II Series2B and Tranche II Series 3B respectively.The coupon rates indicated under Tranche II Series 1B, TrancheII Series 2B and Tranche II Series 3B shall be payable only on thePortion of Bonds allotted to RIIs in the Issue. Such coupon ispayable only if on the Record Date for payment of interest theBonds are held by investors falling under RII Category vizCategory IV.In case the Bonds allotted against Tranche II Series 1B, TrancheII Series 2B and Tranche II Series 3B are transferred by RIIs toNon-RIIs viz, Qualified Institutional Buyers, Domestic Corporatesand/or High Networth Individuals, the coupon rate on such Bondsshall stand at par with coupon rate applicable on Tranche IISeries 1A, Tranche II Series 2A and Tranche II Series 3A,respectively.If the Bonds allotted against Tranche II Series 1B, Tranche IISeries 2B and Tranche II Series 3B are sold/ transferred by theRIIs to investor(s) who fall under the RII category as on theRecord Date for payment of interest, then the coupon rates onsuch Bonds shall remain unchanged;Bonds allotted against Tranche II Series 1B, Tranche II Series 2Band Tranche II Series 3B shall continue to carry the specifiedcoupon rate if on the Record Date for payment of interest, suchBonds are held by investors falling under RII Category;If on any Record Date, the original RII allotee(s)/ transferee(s)hold the Bonds under Tranche II Series 1A, Tranche II Series 2Aand Tranche II Series 3A for an aggregate face value amount ofover Rs. 10.00 lakh, then the coupon rate applicable to such RIIallottee(s)/transferee(s) on Bonds under Tranche II Series 1B,Tranche II Series 2B and Tranche II Series 3B shall stand at parwith coupon rate applicable on Tranche II Series 1A, Tranche IISeries 2A and Tranche II Series 3A respectively;Bonds allotted under Tranche II Series 1A, Tranche II Series 2Aand Tranche II Series 3A shall carry coupon rates indicated abovetill the respective maturity of Bonds irrespective of Category ofholder(s) of such Bonds;For the purpose of classification and verification of status of theRII Category of Bondholders, the aggregate face value of Bondsheld by the Bondholders in all the Series of Bonds, allotted underthe relevant Issue shall be clubbed and taken together on thebasis of PAN.The last interest payment in each case will be made on theMaturity Date on a pro rata basis.48.2. Interest on Application and Refund MoneyInterest on application monies received which are used towardsallotment of BondsWe shall pay interest on the amount for which Bonds are allotted,subject to deduction of income tax under the Income Tax Act, toany applicants to whom the Bonds are Allotted (except for ASBAApplicants) pursuant to this Tranche-II Issue from the date ofrealization of the application money through cheques(s)/demanddraft(s) up to one day prior to the Deemed date of Allotment, atthe rate of 8.25% p.a., 8.68% p.a. and 8.65% p.a. on Tranche IISeries IA, Tranche II Series 2A and Tranche II Series 3A,respectively, for allottees under Categories I, II and III, and at therate of 8.50% p.a., 8.93% p.a. and 8.90% p.a. on Tranche II SeriesIB, Tranche II Series 2B and Tranche II Series 3B, respectively,for allottees under Categories IV. In the event that such date of

realization of the cheque(s)/ demand draft(s) is not ascertainablein terms of the banking records, we shall pay interest on theApplication Amounts on the amount Allotted from three WorkingDays from the date of upload of each Application on the electronicApplication platform of the relevant stock exchange(s) up to oneday prior to the Deemed Date of Allotment, at the aforementionedrates.A tax deduction certificate will be issued for the amount of incometax so deducted.We may enter into an arrangement with one or more banks in oneor more cities for direct credit of interest to the account of theapplicants. Alternatively, interest warrants will be dispatchedalong with the Letter(s) of Allotment at the sole risk of the applicant,to the sole/first applicantInterest on application monies received which are liable to berefundedWe shall pay interest on Application Amounts which is liable tobe refunded to the Applicants (other than Application Amountsreceived after the Issue Closure Date, and ASBA Applicants)subject to deduction of income tax under the provisions of theIncome Tax Act, as applicable, from the date of realization of thecheque(s)/demand draft(s) upto one day prior to the DeemedDate of Allotment, at the rate of 5% per annum. In the event thatsuch date of realization of the cheque(s)/ demand draft(s) is notascertainable in terms of banking records, we shall pay intereston Application Amounts liable to be refunded from three WorkingDays from the date of upload of each Application on the electronicApplication platform of the relevant stock exchange(s) upto oneday prior to the Deemed Date of Allotment, at the aforementionedrates. Such interest shall be paid along with the monies liable tobe refunded. Interest warrant will be dispatched/credited (in caseof electronic payment) along with the letter(s) of refund at thesole risk of the Applicant, to the sole/first Applicant.A tax deduction certificate will be issued for the amount of incometax so deducted.Provided that, notwithstanding anything contained hereinabove,our Bank shall not be liable to pay any interest on monies liableto be refunded in case of (a) invalid Applications or Applicationsliable to be rejected, and/or (b) applications which are withdrawnby the applicant and/or (c) refund monies to the ASBA Applicants,and/or (c) monies paid in excess of the amount of Bonds appliedfor in the Application Form. See the section titled “IssueProcedure – Rejection of Applications” on page 19 of thisAbridged Prospectus.48.3. Interest in case of DelayNHB undertakes to pay interest in connection with any delay inAllotment, dematerialised credit and refunds, beyond the timelimits prescribed under applicable statutory and/or regulatoryrequirements, at such rates as stipulated under applicablestatutory and/or regulatory requirements.49. RedemptionNHB will redeem at par, on the respective Maturity Dates of eachSeries of Bonds.Bonds held in electronic form:No action is required on the part of Bondholders on the MaturityDate(s).Bonds held in physical form:No action will ordinarily be required on the part of the Bondholderat the time of redemption, and the Maturity Amount will be paid

Page 24: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

26 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

to those Bondholders whose names appear in the Register ofBondholders maintained by NHB on the Record Date fixed forthe purpose of redemption. However, NHB may require the BondCertificate(s), duly discharged by the sole holder or all the joint-holders (signed on the reverse of the Consolidated BondCertificate(s)) to be surrendered for redemption on Maturity Dateand sent by the Bondholders by registered post withacknowledgment due or by hand delivery to the Registrar to theIssue or NHB or to such persons at such addresses as may benotified by NHB from time to time. Bondholders may be requestedto surrender the Bond Certificate(s) in the manner stated above,not more than three months and not less than one month prior tothe Maturity Date so as to facilitate timely payment. The Bankshall stand discharged of any liabilities arising out of anyfraudulent transfer of the Bonds or non-registration of transferof Bonds with the Bank.50. Payment of Interest on BondsDay Count ConventionCoupon/ interest rate will be computed on a 365 days-a-yearbasis on the principal outstanding on the Bonds. Where thecoupon/ interest period (start date to end date) includes February29, coupon/ interest rate will be computed on 366 days-a-yearbasis, on the principal outstanding on the Bonds.Effect of holidays on paymentsIf any Coupon/Interest Payment Date falls on a day that is not aWorking Day, the payment shall be made on the immediatelysucceeding Working Day along with interest for such additionalperiod. Further, interest for such additional period so paid, shallbe deducted out of the interest payable on the subsequentCoupon/Interest Payment Date. If the Redemption Date/MaturityDate (also being the last Coupon/Interest Payment Date) of anySeries of the Bonds falls on a day that is not a Working Day, theredemption proceeds shall be paid on the immediately precedingWorking Day along with interest accrued on the Bonds until butexcluding the date of such payment.The following illustration is for guidance in respect of the daycount convention and effect of holidays on payments, as requiredby SEBI Circular No. CIR/IMD/DF/18/2013 October 29, 2013. Forthe purpose of this Illustration, we have considered effect ofholidays on cash flows only for Series 1A and Series 1B. Theeffect of holidays on cash flows for the other Series of Bondsshall be similar. INVESTORS SHOULD NOTE THAT THISEXAMPLE IS SOLELY FOR ILLUSTRATIVE PURPOSES ANDIS NOT SPECIFIC TO THE ISSUE.Face value per Bond (In Rs.) 5,000Deemed Date of Allotment Tuesday, March 25, 2014(Assumed)Frequency of Interest payment AnnualInterest payment date First Coupon/Interest Payment Date on March

25, 2015, and subsequently on March 25 ofevery year until the Maturity Date/RedemptionDate of the Series of Bonds

Day count convention Actual / Actual

Series IACoupon Rate 8.25%Tenor (no. of years) 10Aggregate Investment (Rs.) 10,000,000Redemption Date/Maturity Date Monday, March 25, 2024

Cash Flows Payout Dates No. of days Amount (in Rs)in Coupon

Period1st Coupon/Interest Wednesday, 365 825,000.00Payment Date March 25, 20152nd Coupon/Interest Friday, 366 825,000.00Payment Date March 25, 20163rd Coupon/Interest Saturday, 365 825,000.00Payment Date March 25, 20174th Coupon/Interest Monday, 366 827,260.00 Payment Date March 26, 20185th Coupon/Interest Monday, 364 822,740.00Payment Date March 25, 20196th Coupon/Interest Wednesday, 366 825,000.00Payment Date March 25, 20207th Coupon/Interest Thursday, 365 825,000.00Payment Date March 25, 20218th Coupon/Interest Friday, 365 825,000.00Payment Date March 25, 20229th Coupon/Interest Saturday, 365 825,000.00Payment Date March 25, 202310th Coupon/Interest Monday, 366 825,000.00Payment Date March 25, 2024Redemption of Principal Monday, March 25, 2024 10,000,000.00Total Cash Flows 18,250,000.00

Series IBCoupon Rate 8.50%Tenor (no. of years) 10Aggregate Investment (Rs.) 1,000,000Redemption Date/Maturity Date Monday, March 25, 2024

Cash Flows Payout Dates No. of days Amount (in Rs)in Coupon

Period1st Coupon/Interest Wednesday, 365 85,000.00Payment Date March 25, 20152nd Coupon/Interest Friday, 366 85,000.00Payment Date March 25, 20163rd Coupon/Interest Saturday, 365 85,000.00Payment Date March 25, 20174th Coupon/Interest Monday, 366 85,233.00Payment Date March 26, 20185th Coupon/Interest Monday, 364 84,767.00Payment Date March 25, 20196th Coupon/Interest Wednesday, 366 85,000.00Payment Date March 25, 20207th Coupon/Interest Thursday, 365 85,000.00Payment Date March 25, 20218th Coupon/Interest Friday, 365 85,000.00Payment Date March 25, 20229th Coupon/Interest Saturday, 365 85,000.00Payment Date March 25, 202310th Coupon/Interest Monday, 366 85,000.00Payment Date March 25, 2024Redemption of Principal Monday, March 25, 2024 1,000,000.00Total Cash Flows 1,850,000.00

Assumptions:1. For the purpose of illustration, it is assumed that only Sun-

days are non-Working Days2. The Deemed Date of Allotment is assumed to be March 25,

20143. For Cash Flows under Series 1B, it is assumed that on all the

Record Dates, the Bondholder falls in the Retail IndividualInvestor Category / Category IV and the Coupon rate remainsunchanged at 8.50% p.a.

Page 25: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

27NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Note:1. Fiscal 2016 and Fiscal 2020 & Fiscal 2024, being leap years,

interest payable on 2nd Coupon/Interest Payment Date and6th Coupon/Interest Payment Date has been calculated for366 days as provided in "- Day Count Convention."

2. Since the 4th Coupon/Interest Payment Date is falling on anon Working Day, interest is payable on the next WorkingDay along with interest of one additional day.

3. Since interest for an additional day was paid on 4th Coupon/Interest Payment Date, interest for one day is deducted fromthe interest payable on the 5th Coupon/Interest Payment Date

4. The Coupon/ Interest Payments are rounded-off to nearestrupee as per FIMMDA 'Handbook on market practices'.

50.1. Manner & Modes of PaymentFor Bonds held in electronic form:No action is required on the part of Bondholders on the MaturityDate. Payment on the Bonds will be made to those Bondholderswhose name appears first in the register of beneficial ownersmaintained by the Depository, on the Record Date. NHB’sliability to Bondholders for payment or otherwise will standextinguished from the Maturity Date or on dispatch of the amountspayable by way of principal and/or interest to the Bondholders.Further, NHB will not be liable to pay any interest, income orcompensation of any kind accruing subsequent to the MaturityDate.The Bondholders’ respective bank account details will beobtained from the Depository for payments. Applicants aretherefore advised to immediately update their bank accountdetails as appearing on the records of their DP. Failure to do socould result in delays in credit of payments to applicants at theirsole risk, and neither NHB, the Members of the Syndicate,Trading Members of the Stock Exchange(s), Escrow CollectionBank(s), SCSBs, Registrar to the Issue nor the StockExchange(s) will bear any responsibility or liability for the same.For Bonds held in physical formThe bank details will be obtained from the Registrar to the Issuefor effecting payments.Moreover, NHB, Lead Managers to the Issue and Registrar tothe Issue will not be responsible for any delay in receipt of creditof interest, refund or Maturity Amount so long as the paymentprocess has been initiated in time.All payments to be made by NHB to the Bondholders will bemade through any of the following modes, in the following orderof preference:(a) Direct CreditApplicants having bank accounts with the Refund Bank(s), asper demographic details received from the Depository, will beeligible to receive payments through direct credit. Charges, ifany, levied by the Refund Bank for the same would be borne byNHB.(b) NECSApplicants having a bank account at any of the centres notifiedby RBI, as per demographic details received from the Depository,will be eligible to receive payments through NECS. This mode ofpayment is subject to availability of complete bank account detailswith the Depository, including the MICR code, bank accountnumber, bank name and bank branch. The corresponding NECSwill be obtained from the RBI website as at a date prior to the dateof payment, duly mapped with the relevant MICR code.(c) RTGSApplicants having a bank account with a bank branch which is

RTGS enabled, as per the information available on the website ofRBI and as per records received from the Depository, will beeligible to receive payments through RTGS in the event thepayment amount exceeds Rs. 2.00 lakh. This mode of payment issubject to availability of complete bank account details with theDepository, including the MICR code, bank account number,bank name and bank branch. Charges, if any, levied by the RefundBank for the same would be borne by NHB. Charges, if any,levied by the Applicant’s bank receiving the credit would beborne by the Applicant. The corresponding IFSC will be obtainedfrom the RBI website as at a date prior to the date of payment,duly mapped with the relevant MICR code.(d) NEFTApplicants having a bank account with a bank branch which isNEFT enabled, as per records received from the Depository, willbe eligible to receive payments through NEFT. This mode ofpayment is subject to availability of complete bank account detailswith the Depository, including the MICR code, bank accountnumber, bank name and bank branch. The corresponding NEFTwill be obtained from the RBI website as at a date prior to the dateof payment, duly mapped with the relevant MICR code.(e) Demand Draft/ Cheque/ Pay OrderFor all other Applicants, including those who have not updatedtheir bank particulars with the MICR code, the refund orders willbe dispatched by Registered/Speed Post, only to Applicants thathave provided details of a registered address in India. Such refundswill be made by cheques, pay orders or demand drafts drawn onthe Refund Bank and payable at par at places where theApplications are received. Bank Charges, if any, for cashing suchcheque, pay orders or demand drafts at other centres will bepayable by the Applicants.50.2. Printing of Bank Particulars on Interest WarrantsAs a matter of precaution against possible fraudulent encashmentof payment orders/warrants due to loss or misplacement, theparticulars of the Applicant’s bank account are mandatorilyrequired to be given for printing on the orders/warrants.Applications without these details are liable to be rejected. Inrelation to Bonds applied for and held in dematerialised form,these particulars would be taken directly from the Depositories.In case of Bonds held in physical form on account ofrematerialisation, Applicants are advised to submit their bankaccount details with NHB or the Registrar to the Issue at leastseven days prior to the Record Date, failing which the orders/warrants will be dispatched to the postal address (in India) of theBondholder as available in the register of beneficial ownersmaintained by the Depository, at the sole risk of the Bondholder.Bank account particulars will be printed on the orders/warrantswhich can then be deposited only in the account specified.50.3. Record DateThe record date for payment of interest on the Bonds or theMaturity Amount will be 15 days prior to the date on which suchamount is due and payable under the Prospectus Tranche–II(“Record Date”). In case of redemption of Bonds, the trading inthe Bonds shall remain suspended between the Record Date andthe date of redemption.51. Transfer of the BondsThe provisions relating to transfer and transmission and otherrelated matters in respect of our securities contained in the NHBAct and NHB Bonds Regulations will apply, mutatis mutandis(to the extent applicable to debentures) to the Bonds.Transfer of Bonds held in dematerialized formIn respect of Bonds held in the dematerialized form, transfers of

Page 26: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

28 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

the Bonds may be effected, only through the Depositories wheresuch Bonds are held, in accordance with the provisions ofDepositories Act and/or rules as notified by the Depositoriesfrom time to time. The Bondholder shall give delivery instructionscontaining details of the prospective purchaser’s DP’s accountto his DP. If a prospective purchaser does not have a demataccount, the Bondholder may rematerialize his or her Bonds andtransfer them in a manner as specified below.Transfer of Bonds in physical formThe Bonds may be transferred by way of a duly executed transferdeed or other suitable instrument of transfer as may be prescribedby NHB for the registration of transfer of Bonds. Purchasers ofBonds are advised to send the Consolidated Bond Certificate toNHB or to such persons as may be notified by NHB from time totime. If a purchaser of the Bonds in physical form intends to holdthe Bonds in dematerialized form, the Bonds may be dematerializedby the purchaser through his or her DP in accordance with theDepositories Act and/or rules as notified by the Depositoriesfrom time to time.The transferee(s) should ensure that the transfer formalitiesare completed prior to the Record Date, failing which the interestand/or Maturity Amount for the Bonds will be paid to the personwhose name appears in the register of beneficial owners/debenture holders maintained by the Depositories. In such cases,any claims will be settled inter se between the parties and noclaim or action will be brought against NHB or the Registrar tothe Issue.52. TaxationFor details, please see “Statement of Tax Benefits” on page 29of the Prospectus Tranche-II.OTHER INSTRUCTIONS53. Bondholder Not ShareholderThe Bondholders will not be entitled to any of the rights andprivileges available to the shareholders/ capital holder of NHB.54. Rights of BondholdersProvided below is an indicative list of certain significant rightsavailable to the Bondholders. The final rights of the Bondholderswill be as per the Bond Trust Deed.(a) The rights, privileges and conditions attached to the Bondsmay be varied, modified and/or abrogated with either (i) theconsent in writing of the holders of at least three-fourths of theoutstanding amount of the Bonds; or (ii) the sanction of at leastthree-fourths of the Bondholders present and voting at a meetingof the Bondholders (“Special Resolution”), provided thatnothing in such consent or resolution will be operative againstNHB, where such consent or resolution modifies or varies theterms and conditions governing the Bonds if modification,variation or abrogation is not acceptable to NHB.(b) The registered Bondholder or, in case of joint-holders, theperson whose name stands first in the register of bondholders/beneficial owners maintained by the Depository will be entitledto vote in respect of such Bonds, either by being present inperson or, where proxies are permitted, by proxy, at any meetingof the concerned Bondholders summoned for such purpose andevery such Bondholder will be entitled to one vote on a show ofhands and, on a poll, his or her voting rights will be in proportionto the outstanding nominal value of Bonds held by him or her onevery resolution placed before such meeting of the Bondholders.(c) Bonds may be rolled over with the consent in writing of theholders of at least three-fourths of the outstanding amount of

the Bonds or with the sanction of a Special Resolution passed ata meeting of the Bondholders convened with at least 21 daysprior notice for such roll-over and in accordance with the SEBIDebt Regulations. NHB will redeem the Bonds of all theBondholders who have not given their positive consent to theroll-over.The above rights of Bondholders are merely indicative. The finalrights of the Bondholders will be as per the terms of the ShelfProspectus and the Prospectus Tranche-II and Bond Trust Deed.55. Joint-holdersWhere two or more persons are holders of any Bond(s), they willbe deemed to hold the same as joint holders with the benefit ofsurvivorship, subject to the NHB Act and regulations madethereunder.56. NominationSubject to the provisions of the NHB Act and regulations madethereunder, the sole/first Bondholder, with other jointBondholders (being individuals), may nominate any one person(being an individual) who, in the event of death of the soleBondholder or all the joint Bondholders, as the case may be, willbecome entitled to the Bonds. A nominee entitled to the Bondsby reason of the death of the original Bondholder(s) will becomeentitled to the same benefits to which he would be entitled if hewere the original Bondholder. Where the nominee is a minor, theBondholder(s) may make a nomination to appoint, in the prescribedmanner, any person to become entitled to Bonds in the event ofthe Bondholder’s death during minority. A nomination will standrescinded on a sale/transfer/alienation of Bonds by the personnominating. A buyer will be entitled to make a fresh nomination inthe manner prescribed. Fresh nomination can be made only onthe prescribed form available on request at NHB’s Head Office orwith the Registrar to the Issue or at such other addresses as maybe notified by NHB.The Bondholders are advised to provide the specimen signatureof the nominee to NHB to expedite the transmission of the Bond(s)to the nominee in the event of demise of the Bondholders. Thesignature can be provided in the Application Form orsubsequently at the time of making fresh nominations. This facilityof providing the specimen signature of the nominee is purelyoptional.Further, the Board or Chairman and Managing Director may atany time issue notice requiring any nominee to choose either tobe registered himself or to transfer the Bonds, and if the notice isnot complied with within a period of 90 days, the Board orChairman and Managing Director may thereafter withholdpayment of all dividend, bonuses or other monies payable inrespect of the Bonds, until the requirements of the notice havebeen complied with.In case of Application for allotment of Bonds in dematerialisedform, there is no need to make a separate nomination with NHB.Nominations registered with the respective DP of the Applicantwill prevail. If Applicants want to change their nomination, theyare advised to inform their respective DP. For Applicants whoopt to hold the Bonds in physical form, the Applicants are requireto fill in the details for ‘nominees’ as provided in the ApplicationForm.For avoidance of doubt, it is clarified that above provisions shallalways be subject to the NHB Act and the regulations madethereunder and in the event of any inconsistency, the provisionsof NHB and the regulations made thereunder shall prevail.

Page 27: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

29NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

57. Events of DefaultSubject to the terms of the Bond Trust Deed, the Bond Trustee atits discretion may, or if so requested in writing by the holders ofat least three-fourths of the outstanding amount of the Bonds orwith the sanction of a Special Resolution, passed at a meeting ofthe Bondholders, (subject to being indemnified and/or securedby the Bondholders to its satisfaction), give notice to NHBspecifying that the Bonds, in whole but not in part are and havebecome due and repayable on such date as may be specified insuch notice inter alia if any of the event of default occurs. Thecomplete list of Event of Default(s) shall be specified in the BondTrust Deed. The early redemption amount payable on theoccurrence of an event of default shall be as detailed in the BondTrust Deed.The amount(s) so payable by NHB on the occurrence of one ormore Event(s) of Default shall be as detailed in the Bond TrustDeed. If an Event of Default occurs, which is continuing, theBond Trustee may, with the consent of the Bondholders, obtainedin accordance with the Bond Trust Deed, and with prior writtennotice to NHB, take an action in terms of the Bond Trust Deed.In case of default in the redemption of Bonds, in addition to thepayment of interest and all other monies payable hereunder onthe respective due dates, NHB shall also pay interest on thedefaulted amounts.58. Bond TrusteeNHB has appointed IL&FS Trust Company Limited to act asBond Trustee for the Bondholders. IL&FS Trust Company Limitedhas by its letter dated November 12, 2013 given its consent for itsappointment as Bond Trustee to the Issue and for its name to beincluded in the Shelf Prospectus and the Prospectus Tranche-IIand in all the subsequent periodical communications sent to theholders of the Bonds issued, pursuant to the Tranche-II Issuepursuant to Regulation 4(4) of the SEBI Debt Regulations.NHB has entered into a Bond Trustee Agreement with the BondTrustee, the terms of which along with the Bond Trust Deed willgovern the appointment and functioning of the Bond Trusteeand specified the powers, authorities and obligations of the BondTrustee. Under the terms of the Bond Trustee Agreement, NHBcovenants with the Bond Trustee that it will pay the Bondholdersthe principal amount on the Bonds on the relevant Maturity Dateand also that it will pay the interest due on Bonds at the rate/onthe date(s) specified under the Bond Trust Deed. The Bond TrustDeed shall be provided to the Designated Stock Exchange withinfive Working Days of its execution.The Bondholders will, without further act or deed, be deemed tohave irrevocably given their consent to the Bond Trustee or anyof their agents or authorised officials to do all such acts, deeds,matters and things in respect of or relating to the Bonds as theBond Trustee may in their absolute discretion deem necessary orrequire to be done in the interest of the Bondholders. Any paymentmade by NHB to the Bond Trustee on behalf of the Bondholderswill discharge NHB pro tanto to the Bondholders. All the rightsand remedies of the Bondholders will vest in and will be exercisedby the Bond Trustee without reference to the Bondholders. NoBondholder will be entitled to proceed directly against NHB unlessthe Bond Trustee, having become so bound to proceed, failed todo so. The Bond Trustee will protect the interest of theBondholders in the event of default by NHB in regard to timelypayment of interest and repayment of principal and they will takenecessary action at NHB’s cost. Further, the Bond Trustee shallensure that the assets of NHB are sufficient to discharge the

principal amount at all time under the Tranche-II Issue.59. Pre-Issue AdvertisementSubject to applicable law, NHB will, on or before the Issue OpeningDate, publish a pre-Issue advertisement in the form prescribedunder the SEBI Debt Regulations, in one national daily newspaperwith wide circulation. Material updates, if any, between the dateof filing of Prospectus Tranche-II and the date of release of thestatutory pre-Issue advertisement will be included in the statutorypre-Issue advertisement.60. ImpersonationAttention of the Applicants is specifically drawn to below sub-section (1) of Section 38 of the Companies Act, 2013reproduced:“Any person who:(a) makes or abets making of an application in a fictitious

name to a company for acquiring, or subscribing for, itssecurities; or

(b) makes or abets making of multiple applications to acompany in different names or in different combinations ofhis name or surname for acquiring or subscribing for itssecurities; or

(c) otherwise induces directly or indirectly a company to allot,or register any transfer of, securities to him, or to any otherperson in a fictitious name, shall be liable for action undersection 447.”

61. ListingThe Bonds will be listed on NSE. NSE will be the Designated StockExchange. NHB has obtained in-principle approval for the Issuefrom NSE, by letter no. NSE/LIST/225291-3 dated December 20, 2013and NSE/LIST/231884-L dated March 3, 2014. NHB will use bestefforts to ensure that all steps for the completion of the necessaryformalities for listing at the Designated Stock Exchange(s) are takenwithin 12 Working Days of the Issue Closing Date.NHB will use best efforts to ensure that all steps for the completionof the necessary formalities for listing at the Designated StockExchange(s) are taken within 12 Working Days of the Issue ClosingDate. If the permission to list and trade the Bonds has not beengranted by the Stock Exchange, NHB shall forthwith repay, withoutinterest, all such moneys received from the Applicant inpursuance of the Prospectus Tranche-II. In the event of non-subscription to any one or more of the Series of the Bonds, suchSeries(s) of Bonds will not be listed.62. Utilisation of Issue ProceedsThis Tranche-II Issue proceeds may be utilised for normal businessactivities of NHB and for such other purposes as may be decidedby NHB’s Board or Chairman and Managing Director and aspermissible under NHB Act, and in accordance with all applicablelaws including the Foreign Exchange Management (Borrowingand Lending in Rupees) Regulations, 2000, as amended.The objects of NHB as specified in NHB Act permits it toundertake its existing activities as well as the activities for whichthe funds are being raised through the Issue.In accordance with SEBI Debt Regulations, NHB is required notto utilise this Tranche-II Issue proceeds for providing loans to oracquisitions of shares of any person who is a part of the samegroup as NHB or who is under the same management as NHB orany subsidiary or associate company of NHB. Further, NHB is astatutory authority and, as such, we do not have any identifiable‘group’ companies or ‘companies under the same management’

Page 28: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

30 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

though we do have shareholding interest in certain SpecialPurpose Vehicles which are engaged in area housing development.Further, in accordance with the SEBI Debt Regulations and theDebt Listing Agreement as well as the Bond Trust Deed, theTranche-II Issue proceeds will be kept in separate EscrowAccount(s) and NHB will have access to such funds only aftercreation of Security for the Bonds and/or as per applicable law.For more information (including with respect to interim use of theIssue proceeds), see “Objects of the Issue” on page 27 of theProspectus Tranche-II.63. Monitoring & Reporting of Utilisation of Issue ProceedsIn terms of the SEBI Debt Regulations, there is no requirementfor appointment of a monitoring agency in relation to the use ofproceeds of the Tranche-II Issue. The Board or Chairman andManaging Director shall monitor the utilisation of the proceedsof the Tranche-II Issue.To the extent required under applicable laws, the end-use of theproceeds of the Tranche-II Issue, duly certified by the StatutoryAuditors, will be reported in NHB’s annual reports and otherreports issued by NHB to relevant regulatory authorities, asapplicable, including the Stock Exchange(s) in relation to NHB’sreporting obligations under the Debt Listing Agreement.Further, NHB confirms that funds raised by NHB from previouspublic issues and private placements of bonds have been utilisedfor NHB’s business as stated in the respective offer documents,and as reported to the Stock Exchange(s) in relation to NHB’sreporting obligations under the Debt Listing Agreement, asapplicable.For more information (including with respect to interim use of theIssue proceeds), see “Objects of the Issue” on page 27 of theProspectus Tranche-II.64. Other Undertakings by NHBNHB undertakes that to the extent required under applicablelaws:(a) Complaints received in respect of the Tranche-II Issue willbe attended to by NHB expeditiously and satisfactorily. Allcomplaints in connection with the Tranche-II Issue may beaddressed to the attention of Compliance Officer;(b) Necessary cooperation to the Credit Rating Agency(ies) willbe extended in providing true and adequate information until thedebt obligations in respect of the Bonds are outstanding;(c) NHB will use best effort to ensure that all steps for completionof necessary formalities for getting the Bonds listed andcommencement of trading at all Stock Exchange(s) where theBonds are listed within the specified time, i.e., within 12 WorkingDays of the Issue Closing Date are taken;(d) Funds required for dispatch of refund orders/AllotmentAdvice/Bond certificates will be made available by NHB to theRegistrar to the Issue;(e) NHB will forward details of utilisation of the Tranche-II IssueProceeds raised through the Bonds, duly certified by theStatutory Auditor, to the Bond Trustee at the end of each halfyear;(f) NHB will provide a compliance certificate to the Bond Trusteeon an annual basis in respect of compliance with the terms andconditions of the Tranche-II Issue of Bonds as contained in theProspectus Tranche-II.(g) NHB will disclose the complete name and address of theBond Trustee in its annual report.(h) NHB shall make necessary disclosures/reportings under anyother legal or regulatory requirement as may be required by NHB

from time to time.65. Ranking of the BondsThe Bonds will be secured by floating first charge on the specificbook debts of NHB as may be mentioned in the security documentsand/ or Bond Trust Deed and as may be further notified by NHBto the Trustee, from time to time, with an asset cover of one timeof the total outstanding amount of Bonds, from time to time.Accordingly, the Bonds would constitute direct and securedobligations of NHB and will rank pari passu inter se to the claimsof other secured creditors of NHB (including holders ofoutstanding tax-free bonds previously issued by NHB) havingthe same security and superior to the claims of any unsecuredcreditors of NHB, now existing or in the future, subject to anyobligations preferred under applicable law.The aforesaid charge over the receivables of NHB shall rank as afloating charge. NHB reserves the right to create floating firstcharge on present and future receivables for its present and futurefinancial requirements or otherwise.66. DRRNo Debenture Redemption Reserve (“DRR”) is required to becreated for the Issue. The obligation to maintain a DRR isapplicable only to companies registered under the CompaniesAct, 1956. From the definitions laid down by SEBI under SEBIDebt Regulations, it may be observed that the definition of issuerincludes a company. Certain mandatory requirements are requiredof all issuers whereas certain requirements like creation of a DRRis required only if the issuer is a company. The term “issuer” ismuch wider and includes public sector undertakings and statutorycorporations besides companies. NHB is a statutory authoritymaking a public issuance of debt securities and so it falls underthe definition of “issuer” however, it is not a company. Thus,NHB being an “issuer” but not a “company”, the requirement tomaintain a DRR in compliance under Regulation 16 of the SEBIDebt Regulations and section 117C of the Companies Act, 1956is not applicable to it. Further, in terms of Circular No. 04/2013dated February 11, 2013 issued by MCA, DRR is not required tobe created for debentures issued by All India Financial Institutionsregulated by RBI and banking companies for both public as wellas privately placed debentures. NHB besides being wholly ownedis also regulated by RBI and therefore no DRR is created for anypublic issue of debentures by NHB.67. Guarantee/Letter of ComfortThe Tranche-II Issue is not backed by a guarantee or letter ofcomfort or any other document and/or letter with similar intent.68. Replacement of Bond CertificatesIn case of Bonds in physical form, if a Bond certificate is mutilatedor defaced then on production thereof to NHB, NHB shall cancelsuch certificate and issue a new or duplicate certificate in lieuthereof, however, they will be replaced only of the certificatenumbers and the distinctive numbers are legible. If any Bondcertificate is lost, stolen or destroyed, then, on proof thereof tothe satisfaction of NHB and on furnishing such indemnity asNHB may deem adequate and on payment of any expensesincurred by NHB in connection with proof of such destruction ortheft or in connection with such indemnity NHB shall issue anew or duplicate Bond certificate. A fee may be charged by NHBnot exceeding such sum as may be prescribed by applicable lawfor each new or duplicate Bond certificate issued hereunder exceptcertificates in replacement of those which are old, decrepit orworn out or defaced or where the pages for recording transfershave been fully utilised.

Page 29: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

31NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

69. Put/Call OptionThere is no put or call option for the Bonds.70. Future BorrowingsNHB will be entitled at any time in the future during the term ofthe Bonds or thereafter to borrow or raise loans or createencumbrances or avail of financial assistance in any form, andalso to issue promissory notes or debentures or any othersecurities in any form, manner, ranking and denominationwhatsoever and to any eligible persons whatsoever, and to changeits capital structure, on such terms and conditions as NHB maydeem appropriate, without requiring the consent of, or intimationto, the Bondholders or the Bond Trustee in this connection.71. LienNHB will have the right of set-off and lien, present as well asfuture on the moneys due and payable to the Bondholder ordeposits held in the account of the Bondholder, whether in singlename or joint name, to the extent of all outstanding dues by theBondholder to NHB.72. Lien on Pledge of BondsSubject to applicable laws, NHB, at its discretion, may note a lienon pledge of Bonds if such pledge of Bond is accepted by anybank or institution for any loan provided to the Bondholderagainst pledge of such Bonds as part of the funding.73. Procedure for Rematerialisation of BondsBondholders who wish to hold the Bonds in physical form maydo so by submitting a request to their DP at any time afterAllotment in accordance with the applicable procedure stipulatedby the DP, in accordance with the Depositories Act and/or rulesas notified by the Depositories from time to time.74. Sharing of InformationNHB may, at its option, use its own, as well as exchange, share orpart with any financial or other information about the Bondholdersavailable with NHB, its subsidiary(ies) and affiliates, if any, andother banks, financial institutions, credit bureaus, agencies,statutory bodies, as may be required. Neither NHB nor itssubsidiaries and affiliates, if any, nor its or their respectiveagents will be liable for use of the aforesaid information.75. NoticesAll notices to the Bondholders required to be given by NHB orthe Bond Trustee will be published in one leading national dailynewspaper having wide circulation and/or, will be sent by post/courier to the Bondholders from time to time, only to Applicantsthat have provided a registered address in India.76. Governing Law and JurisdictionThe Bonds, the Bond Trustee Agreement, Bond Trust Deed andother relevant documents shall be governed by and construed inaccordance with the laws of India. The courts of New Delhi willhave exclusive jurisdiction for the purposes of the Tranche-IIIssue.DETAILS PERTAINING TO THE COMPANYGENERAL INFORMATIONNHB was established on July 9, 1988 under an Act of Parliamentviz., the NHB Act to function as a principal agency to promotehousing finance institutions at local and regional levels and toprovide financial and other support to such institutions. On26.07.1991, NHB was notified as a public financial institutionunder section 4A of the Companies Act, 1956. Since its inception,NHB is wholly owned by the Reserve Bank of India.

Head Office3rd – 5th Floor, Core 5AIndia Habitat Centre, Lodhi Road, New Delhi -110003Tel No.: +91 (11) 2464 9031-35Fax No.: +91 (11) 2464 9037, 2464 6988, 2464 9041Website: www.nhb.org.in, E-mail: [email protected] further details please see “General Information” on page11 of the Prospectus Tranche - II.CAPITAL STRUCTUREPublic Issue of BondsOn December 24, 2013, NHB filed the Prospectus Tranche- I withthe NSE, the Designated Stock Exchange and SEBI for theTranche- I Issue. The Tranche- I Issue opened for subscriptionon December 30, 2013 and pre-closed for subscription on January1, 2014, pursuant to which an aggregate amount of Rs. 2,100crore was raised by NHB under the Tranche- I Issue. The DeemedDate of Allotment for the Tranche- I Issue was January 13, 2014.Details of capital as on December 31, 2013 and as at the dateof the Prospectus Tranche - II is set forth below:

Capital (Rs. in crore)(A) Authorized Capital 450.00(B) Paid-up Capital

(Wholly subscribed by Reserve Bank of India) 450.00

Change in the capital structure as on the last quarter end, ason December 31, 2013 for the last five yearsThere have been no changes in our authorised and paid upcapital in the last five years.For further details, please refer section “Capital Structure” onpage 36 of the Shelf Prospectus.MANAGEMENTMembers of the NHB BoardNHB was constituted by an Act of Parliament namely NHB Actfor promotion and development of housing finance market andregulation and supervision of the housing finance companies inthe country. NHB is the principle agency to promote housingfinance institutions, to provide financial and other support tosuch institutions. As per sub-section 6 (1) of the NHB Act, theBoard of Directors of NHB shall consist of:(a) a Chairman and Managing Director, provided that the same

person may be appointed as Chairman and ManagingDirector;;

(b) two directors from amongst the experts in the field of housing,architecture, engineering, sociology, finance, law, managementand corporate planning or in any other field, specialknowledge of which is considered useful to NHB;

(c) two directors who shall be the persons with experience withthe working of institutions involved in providing funds forhousing or engaged in housing development or haveexperience in the working of financial institutions or scheduledbanks;

(ca)two directors elected in such manner as may be prescribedby shareholders other than the Reserve Bank, the CentralGovernment and other institutions owned or controlled bythe Central Government;

(d) two directors from out of the directors of the Reserve Bank;(e) three directors from amongst the officials of the Central

Government;(f) two directors from amongst the officials of the State

Government;The Chairman, the Managing Director and other directors[excluding the directors referred to in clauses (ca) and (d)], shallbe appointed by the Central Government in consultation with theReserve Bank and directors referred to in clause (d) shall benominated by the Reserve Bank.

Page 30: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

32 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Details of the current directors (as on the date of the Shelf Prospectus)The Board of Directors of the NHB is appointed in accordance with section 6 of the NHB Act. The existing Board of Directors of NHBis as follows:

Name, Designation, address, Nationality, Occupation

Director since

Director Identification Number* (DIN)

Age in Years

Other Companies in which Directorship held^

Shri R.V. Verma Chairman & Managing Director, National Housing Bank, Core 5-A, India Habitat Centre, Lodhi Road, New Delhi - 110 003 Nationality - Indian Occupation- Service

15-09-2010 03546341 58

1. Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI)

2. India Mortgage Guarantee Corporation Private Limited

Dr. Santosh Chandra Panda Director Professor of Economics, Delhi School of Economics, North Campus, University of Delhi, Delhi – 110 007 Nationality - Indian Occupation- Service

14-06-2012 Not Available 58 NIL

Dr. Neelima Risbud, Director Dean, School of Planning and Architecture, 4-Block-B, Indraprastha Estate, New Delhi – 110 002 Nationality - Indian Occupation- Service

14-06-2012 Not Available 64 NIL

Shri H.R. Khan Director Deputy Governor, Reserve Bank of India, Central office, Shaheed Bhagat Singh Marg, Mumbai - 400 001. Nationality - Indian Occupation - Service

08-08-2011 Not Available 59 NIL

Shri G.M. Rao Director Group Chairman, GMR Group, IBC Knowledge Park, Phase 2, ‘D’ Block, 4/1, 11th Floor, Bannerghatta Road, Bangalore – 560029 Nationality - Indian Occupation- Business

30-11-2011 00574243 64 1. GMR Infrastructure Limited 2. GMR Holdings Pvt. Limited 3. GMR Energy Limited 4. GMR Hyderabad International Airport Ltd 5. GMR Varalakshmi Foundation 6. Delhi Aerotropolis Pvt. Limited 7. GMR Hyderabad Aerotropolis Limited 8. Kakinada Refinery and Petrochemicals Pvt.

Limited. 9. Delhi International Airport Private Limited 10. GMR Airports Limited 11. AMG Healthcare Destination Pvt. Limited 12. GMR Tambaram Tindivanam Expressways

Private Limited 13. GMR Tuni-anakapalli Expressways Private

Limited 14. GMR Vemagiri Power Generation Limited 15. GMR Ambala- Chandigarh Expressways Private

Limited 16. GMR Mining and Energy Private Limited 17. GMR Jadcherla Expressways Private Limited 18. GMR Pochanpalli Expressways Limited 19. Raxa Securities Services Limited 20. GMR Highways Limited 21. GMR (Badrinath) Hydro Power Generation

Private Limited 22. GMR Ulundurpet Expressways Private Limited 23. GMR Krishnagiri SEZ Limited 24. GMR Airport Developers Limited 25. GMR Projects Private Limited 26. GMR Infratech Private Limited 27. GMR Infraventure Private Limited 28. GMR Infraventures LLP

Shri Arvind Kumar, IAS Director Joint Secretary to the Government of India Ministry of Finance Department of Financial Services Jeevan Deep Building, Parliament Street, New Delhi-110 001 Nationality - Indian Occupation- Service

30-07-2013 03567738 47 1. ICICI Bank Limited 2. New India Assurance Company Limited 3. IFCI Limited 4. United India Insurance Company Limited 5. Irrigation and Water Resources Finance

Corporation Limited 6. Agriculture Insurance Company of India Limited

ri

Page 31: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

33NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Smt. Vijaya Srivastava, IAS Director Joint Secretary to the Government of India, Rural Housing Wing, Department of Rural Development, Ministry of Rural Development, Krishi Bhawan, Dr. Rajendera Prasad Marg, New Delhi - 110 011 Nationality - Indian Occupation- Service

13-09-2012 Not Available 55 NIL

Shri Ajay Kumar Dutta# Director Secretary to Govt. of West Bengal, Housing Department, New Secretariat Building 1, K.S. Roy Road. Kolkata – 700 001 Nationality - Indian Occupation- Service

31-12-2012 Not Available 59 NIL

Dr. S. Siddharth, IAS Director Secretary to the Government of Bihar, Urban Development and Housing Department ,Government of Bihar, New Secretariat, Vikas Bhawan, Patna – 800 015 Nationality - Indian Occupation- Service

22-07-2013 01208759 48 1. Phoenix Conveyor Belt India Private Limited 2. Bharat Heavy Plate and Vessels Limited 3. Triveni Structurals Limited 4. Bharat Pumps and Compressors Limited 5. Bridge & Roof Co (India) Limited 6. Tungabhadra Steel Products Limited 7. Tide Water Oil Co India Limited 8. Bihar Urban Infrastructure Development

Corporation Limited 9. Bihar State Road Transport Corporation Limited 10 Bihar State Tourism Development Corporation

Limited 11 Bihar Forestry Development Corporation Limited

Mr. Sanjeev Kumar Director Joint Secretary (RAY) & Mission Director (JNNURM), Ministry of Housing and Urban Poverty Alleviation (MoHUPA), Nirman Bhawan, Maulana Azad Road, New Delhi-110011 Nationality: Indian Occupation: Service

January 24, 2014

01866640 43 1. MIDC Infrastructure Projects Limited** 2. Bhadrawati Power Limited** 3. Hindustan Prefab Limited

* Since NHB is not a Company incorporated under the Companies Act, 1956, the Director appointed on the board of NHB are notstatutorily required to have DIN, thus, NHB has not been maintaining records of DIN of its Directors. However, wherever availablethe DIN of the Directors have been disclosed.^ The details of other directorship is based on the data available on the MCA Portal i.e www.mca.gov.in on the basis of availableDIN.# The consent of Mr. Ajay Kumar Dutta to name him as Director in the Shelf Prospectus has not been received by the Bank. Thus,the Bank by its letter dated December 2, 2013 had inter-alia sought the permission from SEBI to file the Offer Documents in respectof the Issue with the signatures of eight directors without the specific consent of one director namely Mr. Ajay Kumar Dutta. SEBIvide its letter bearing no. IMD/DOF-1/BM/RA/OW/ /2013 dated December 9, 2013 has permitted NHB to file the Offer Documentsto be signed by all the other eight directors i.e other than Mr. Ajay Kumar Dutta.** These companies are stated as defaulters based on the data available on the MCA Portal i.e.www.mca.gov.in on the basis ofavailable DIN.None of the current directors of NHB (other than Mr. Ajay Kumar Dutta) appears on the defaulters list of RBI or ECGC default list. Inrelation to Mr. Ajay Kumar Dutta, in the absence of any written confirmation from him, the Bank is not in a position to confirm whetherhis name appears on the aforesaid defaulters list or not.

For further details, please refer section “Management” on page 60 of the Shelf Prospectus and under “Recent MaterialDevelopments” on page 36 of this Abridged Prospectus.DEBT EQUITY RATIO

Gross Debt - Equity ratio^

Debt Equity Ratio prior to the Issue* 10.41

Debt Equity Ratio after the Issue** 10.69* Pre-issue figures are as on February 28, 2014.** Post- issue figures are based on the assumption that the entire issue amount of Rs. 1,000 crore will be subscribed and there isno change in our capital and other long/ short term debt subsequent to February 28, 2014, except subscription of the entire issueamount, as above.^ The entire paid up capital of the Bank has been considered for the calculation of Gross Debt - Equity ratio.

, IAS

Page 32: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

34 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

SUMMARY FINANCIAL INFORMATIONThe following tables set forth summary financial informationderived from our Reformatted Financial Statements. Thesummary financial information presented below should be readin conjunction with our Reformatted Financial Statements andthe notes thereto appearing in “Annexure A – FinancialInformation” of the Shelf Prospectus.

REFORMATED STATEMENT OF ASSETS AND LIABILITIES(Rs. in crore)

S. PARTICULARS AS AT JUNE 30No. 2 0 1 3 2 0 1 2 2 0 1 1 2 0 1 0 2 0 0 9 LIABILITIES 1 . Capital 4 5 0 . 0 0 4 5 0 . 0 0 4 5 0 . 0 0 4 5 0 . 0 0 4 5 0 . 0 02 . Reserves 3 , 1 9 0 . 4 0 2 , 7 3 9 . 4 6 2 , 3 5 1 . 7 2 2 , 0 7 2 . 4 1 1 , 7 9 1 . 9 93 . Profit and Loss Account 0 . 0 0 0 . 0 0 0 . 0 0 0 . 0 0 0 . 0 04 . Bonds and Debentures 1 3 , 3 1 1 . 8 9 1 2 , 4 9 3 . 1 3 9 , 7 6 6 . 8 6 8 , 3 5 1 . 8 1 3 , 5 8 2 . 2 25 . Deposits 1 3 , 0 1 5 . 2 5 8 , 9 9 6 . 6 1 6 , 0 2 6 . 8 1 4 , 3 7 5 . 7 5 2 , 2 4 8 . 1 36 . Borrowings 7 , 2 3 2 . 1 1 5 , 3 1 3 . 3 6 6 , 0 5 8 . 3 4 6 , 4 5 7 . 2 1 1 0 , 9 0 0 . 6 97 . Deferred Tax Liability (net) 7 6 . 1 9 7 4 . 3 2 9 1 . 7 9 8 2 . 3 0 7 6 . 5 18 . Current Liabilities and 1 , 1 7 1 . 0 0 9 9 0 . 2 8 7 6 0 . 6 8 6 6 7 . 1 5 5 7 4 . 1 7

Provisions9 . Other Liabilities 2 7 2 . 4 9 2 7 2 . 4 9 2 7 2 . 4 9 2 7 2 . 4 9 2 7 2 . 4 91 0 . HLA deposits with banks 2 . 0 3 2 . 0 6 2 . 0 7 2 . 7 9 3 . 9 8

and HFCs - as per contra TOTAL 3 8 , 7 2 1 . 3 6 31, 331.71 2 5 , 7 8 0 . 7 6 2 2 , 7 3 1 . 9 1 1 9 , 9 0 0 . 1 8 ASSETS 1 . Cash and Bank Balances 2 , 6 5 5 . 2 3 1 , 6 8 3 . 9 1 2 , 1 1 7 . 6 0 1 , 7 8 9 . 0 2 1 , 4 9 8 . 3 02 . Investments 9 5 7 . 3 2 8 0 6 . 7 9 8 0 2 . 7 9 9 1 1 . 3 0 1 , 3 1 6 . 9 93 . Loans and Advances 3 , 4 6 0 2 . 9 4 2 8 , 4 9 0 . 4 3 2 2 , 5 4 3 . 2 7 1 9 , 7 8 3 . 5 1 1 6 , 7 6 4 . 0 24 . Fixed Assets 2 4 . 5 1 1 9 . 2 3 2 0 . 3 1 1 9 . 4 1 2 0 . 7 65 . Other Assets 4 7 9 . 3 3 3 2 9 . 2 9 2 9 4 . 7 2 2 2 5 . 8 8 2 9 6 . 1 36 . HLA deposits with banks 2 . 0 3 2 . 0 6 2 . 0 7 2 . 7 9 3 . 9 8

and HFCs - as per contra TOTAL 3 8 , 7 2 1 . 3 6 3 1 , 3 3 1 . 7 1 2 5 , 7 8 0 . 7 6 2 2 , 7 3 1 . 9 1 1 9 , 9 0 0 . 1 8

Contingent Liabilities 1 3 9 . 3 7 6 5 . 1 9 1 2 8 . 4 5 7 8 . 8 8 1 2 9 . 6 7

REFORMATED STATEMENT OF PROFIT & LOSS ACCOUNT(Rs. in crores)

S. PARTICULARS FOR THE YEAR ENDED JUNE 30No. 2 0 1 3 2 0 1 2 2 0 1 1 2 0 1 0 2 0 0 9 EXPENDITURE1 . Interest 2 , 2 2 0 . 9 1 1 , 8 5 0 . 0 7 1 , 4 8 9 . 5 0 1 , 0 5 1 . 6 8 1 , 2 7 9 . 4 22 . Staff Salaries, Allowances and 1 0 . 5 4 1 1 . 2 2 7 . 3 2 8 . 6 7 4 . 3 6

Terminal Benefits3 . Directors’ and Committee Members 0 . 0 2 0 . 0 3 0 . 0 9 0 . 1 5 0 . 0 9

Fees and Expenses4 . Audit Fees 0 . 0 7 0 . 0 9 0 . 1 1 0 . 0 8 0 . 1 25 . Rent, Taxes, Electricity and Insurance 2 . 0 0 1 . 8 9 1 . 6 9 1 . 7 4 1 . 3 76 . Postage, Telegrams, Telex and Telephones 0 . 4 1 0 . 4 1 0 . 3 3 0 . 3 7 0 . 3 97 . Law Charges 0 . 3 3 0 . 1 2 0 . 0 8 1 . 8 2 0 . 0 38 . Stationery, Printing, Advertisement, etc. (i) Stationery and Printing 0 . 3 0 0 . 2 3 0 . 3 4 0 . 4 7 0 . 5 3 (ii) Advertisement 0 . 7 7 0 . 7 5 0 . 4 1 0 . 2 6 1 . 1 99 . Depreciation/Amortisation on Fixed Assets 3 . 4 6 2 . 8 5 2 . 7 6 2 . 2 0 2 . 6 21 0 . Brokerage, Guarantee Fee and Other 4 . 9 3 4 . 8 3 3 . 0 9 1 6 . 6 1 8 . 7 8

Expenditure on Borrowings1 1 . Stamp duty on Borrowings 5 . 5 6 5 . 7 0 3 . 1 1 6 . 3 2 3 . 3 21 2 . Travelling Expenses 1 . 5 7 1 . 3 8 1 . 3 0 0 . 9 7 1 . 4 81 3 . Other Expenditure 1 0 . 9 1 9 . 0 9 7 . 4 5 7 . 4 7 7 . 5 81 4 . Amount recoverable/Loans @ 0 . 0 0 0 . 1 4 0 . 0 0 0 . 0 0

& Advances written off1 5 . Loss /( Gain) on Revaluation of 1 5 . 1 4 (6.80) 2 . 0 4 1 . 9 2 (5.46)

Foreign Deposits and Borrowings1 6 . Depreciation/Amortisation on Investment 0 . 4 1 1 . 3 9 0 . 4 1 7 . 8 2 6 . 7 71 7 . Loss/(Gain) on revaluation of 2 . 6 7 1 0 . 9 7 - 1 . 6 1 - 2 . 2 0 5 . 0 0

Forward Exchange Contracts1 8 . Provision for Non Performing Asset/ 2 7 . 4 2 0 . 5 3 0 . 0 0 0 . 0 0 0 . 0 0

Restructured Account1 9 . Provision for Standard Assets 2 2 . 8 7 2 3 . 7 9 9 . 5 0 0 . 0 0 0 . 0 02 0 . Provision for Bad and Doubtful Debts 3 6 . 0 0 2 9 . 0 0 2 0 . 5 0 2 2 . 0 0 1 8 . 1 0

u/s 36(1)(viia)(c) of Income Tax Act,19612 1 . Wealth Tax 0 . 1 0 0 . 1 2 0 . 1 3 0 . 0 7 0 . 0 62 2 . Deferred Tax 1 . 8 8 - 1 7 . 4 8 9 . 4 9 5 . 7 9 0 . 0 32 3 . Income Tax 2 1 2 . 2 0 1 7 4 . 4 0 1 2 9 . 0 0 1 3 6 . 0 0 1 1 4 . 5 02 4 . Fringe Benefit Tax 0 . 0 0 0 . 0 0 0 . 0 0 0 . 0 0 0 . 1 52 5 . Balance of Profit carried down 4 4 9 . 9 4 3 8 7 . 1 0 2 7 8 . 9 3 2 8 0 . 2 5 2 3 5 . 6 2 TOTAL 3 , 0 3 0 . 4 1 2 , 4 9 1 . 6 8 1 , 9 6 6 . 1 1 1 , 5 5 0 . 4 6 1 , 6 8 6 . 0 5

S. PARTICULARS FOR THE YEAR ENDED JUNE 30No. 2 0 1 3 2 0 1 2 2 0 1 1 2 0 1 0 2 0 0 9 INCOME1 Interest and Discount: (i) Loans and Advances 2 , 8 1 4 . 6 2 2 , 2 3 9 . 6 7 1 , 7 7 0 . 3 1 1 , 3 3 8 . 2 0 1 , 4 9 3 . 1 9 (ii) Bank Deposits 1 2 1 . 3 8 1 6 5 . 6 0 1 0 8 . 1 8 1 0 5 . 8 7 8 7 . 0 3 (iii) Interest Income and Profit 0 . 7 9 5 . 6 9 2 1 . 0 6 3 2 . 3 5 4 . 7 4

on Interest Rate Swaps2 . Income from Investments 7 0 . 5 4 6 7 . 0 1 3 8 . 4 6 3 1 . 8 8 3 9 . 4 93 . Profit on Sale of Investments 5 . 8 1 1 . 0 7 0 . 0 0 1 . 8 9 1 . 6 54 . Profit on Purchase and Sale 6 . 2 8 7 . 2 2 5 . 9 3 9 . 1 1 2 9 . 0 4

of Mutual Fund5 . Discount on Forward Exchange Contract 0 . 9 3 0 . 9 7 0 . 8 3 0 . 5 1 0 . 3 26 . Depreciation on Premises written back 5 . 8 3 0 . 0 0 0 . 0 0 0 . 0 0 0 . 0 07 . Other Income 3 . 5 4 1 . 2 5 2 . 9 8 2 2 . 8 9 9 . 8 18 . Profit /( Loss) on sale of Fixed Assets

/demolition of Building 0 . 0 1 (0.74) 0 . 0 6 0 . 0 1 0 . 0 29 . Provisions no longer required written back 0 . 6 1 0 . 8 1 0 . 0 4 0 . 9 8 1 3 . 6 81 0 . Excess provision for Employee 0 . 0 0 1 . 2 3 0 . 0 0 0 . 0 0 0 . 0 0

Benefits written back1 1 . Excess provision for Diminution in the 0 . 0 7 0 . 0 2 - 0 . 0 9 0 . 0 0 0 . 0 0

Fair Value of Restructured Accountswritten back

1 2 . Excess provision for Tax written back (net) 0 . 0 0 1 . 8 8 1 8 . 3 5 0 . 0 0 0 . 0 01 3 . Excess provision on investment reversed 0 . 0 0 0 . 0 0 0 . 0 0 6 . 7 7 7 . 0 8 TOTAL 3 , 0 3 0 . 4 1 2 , 4 9 1 . 6 8 1 , 9 6 6 . 1 1 1 , 5 5 0 . 4 6 1 , 6 8 6 . 0 5

@ Amount less than 0.50 lakh.

For the reviewed financial results for the half year endedDecember 31, 2013 please refer section “Annexure C- LimitedReview Financial Statements for the half year ended December31, 2013" of the Prospectus Tranche-II

LEGAL AND OTHER INFORMATIONREGULATIONS AND POLICIESFor details, please refer section ‘Regulations and Policies’ on page75 of the Shelf Prospectus.OUTSTANDING LITIGATIONExcept as described below, there are no criminal/ civil prosecutions,tax proceedings and other outstanding litigations by/ against NHBand there are no pending criminal prosecutions launched against ourDirectors (other than Mr. Ajay Kumar Dutta). In relation to Mr. AjayKumar Dutta, Director, in the absence of any written confirmation ordetails provided by him, the Bank is not in a position to confirmwhether he is involved in litigations. Thus, to that extent this chapterdoes not discloses the criminal/ civil prosecution, tax proceedingsand other litigations, if any, involving Mr. Ajay Kumar Dutta.A. PENDING LITIGATIONS FILED AGAINST NHBCivil proceedings against NHB1. Bishwanath Dhara Vs NHB {Suit No.69 of 2001}The civil suit was filed before the Second Civil Judge, Sealdah fordeclaration and permanent injunction against NHB’s letter datedJanuary 4, 2001 instructing Furore Housing Finance & Investment(India) Limited (“FHFIL”) inter-alia not to accept deposits from thedepositors. The Plaintiff viz. Mr. Bishwanath is the Director of FHFILand on the application of the Plaintiff, the Additional District Judge,Sealdah passed an ex-parte ad-interim order dated February 5, 2001against NHB. The said ex-parte order was challenged by NHB beforethe District Judge, Alipore and the said Court vide its order datedFebruary 19, 2001 stayed the operation of the order of the Second CivilJudge, Sealdah till the disposal of the miscellaneous appeal. The matteris currently pending.2. Amrik Singh Lyallpuri Vs NHB {Suit No.72 of 1996}The Plaintiff issued an advertisement in his Urdu Weekly “Lalkar” anddemanded a huge amount. As settlement NHB offered to pay him Rs.25, 000/- which he refused. He filed a suit for which notice does notseem to be received by NHB and obtained ex-parte decree againstNHB. NHB deposited the decreed amount and filed application to set-aside the ex-parte decree and also filed its rejoinder. The Petitionerfiled an application before High Court to quash the application filedby NHB. The High Court vide order dated February 15, 2006, dismissedthe application filed by the Petitioner and directed the trial Court totake evidence and dispose off the matter. The Suit was renumbered as683 of 2012 and is listed before the Civil Judge, Tis Hazari. The matter

Page 33: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

35NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

is at the stage of evidence. The matter is currently pendingWrit, Consumer Cases and other matters of civil nature1. Rapti Housing Finance Limited and others Vs NHB & Others

{W.P.No. 1472 of 1995}The writ petition has been filed by Rapti Housing Finance Limited(“RHFL”) before the Hon’ble Allahabad High Court challenging theconstitutional validity of Sec. 31(4) of NHB Act and also the prohibitoryorder dated December 15, 1994 issued by NHB against RHFL. Thematter is currently pending.2. Hind Finance Industries & Investment Limited Vs NHB & Others

{W.P.4541 of 2004}The writ petition has been filed by Hind Finance Industries &Investment Limited (“HFIIL”) before the Hon’ble Bombay High Courtagainst the NHB’s orders for rejecting the application of HFIIL for thecertificate of registration as a housing finance company under theNHB Act. The Hon’ble Bombay High Court has granted an interimrelief to HFIIL, whereby NHB was directed not to charge penal interesttill the pendency of the writ petition. The matter is currently pending.3. Edoman Social Service Society Vs State of Kerala, HDFC, NHB

& others {W.P.No. 24715 of 2006}The writ petition was filed before the Hon’ble Kerala High Courtaggrieved by the action of recovery of loan and repayment of subsidyreleased by Council for Advancement of People’s Action and RuralTechnology & Housing Development and Finance Corporation. Thematter is currently pending.4. Rajeev Rai Vs NHB & others {W.P.No. 40469 of 2011}The said writ petition has been filed before Hon’ble Allahabad HighCourt by the Petitioner who has taken loan from Indiabulls HousingFinance Ltd. (“Indiabulls”). Due to delay in repayment of the loan, theaccount of the Petitioner was declared as NPA and an action wastaken by Indiabulls under SARFAESI Act. Aggrieved by the saidaction of Indiabulls, the Petitioner has filed the said Writ Petition. NHBbeing a regulator of the housing finance institutions in India has beenmade pro-forma party to the said proceeding. The matter is currentlypending.5. Centre of Public Interest Litigation Vs Housing and Urban

Development Corporation Limited, NHB & others {W.P(C) 573of 2003}

The writ petition has been preferred by the Centre of Public InterestLitigation against HUDCO for certain act allegedly committed byHUDCO during the course of its operations. The petitioner has prayedfor independent investigation into the affairs of HUDCO. NHB beinga regulator has been made a pro-forma party to the said writ petition.The matter is currently pending.6. Amdanga Consumers’ Welfare Society Vs Furore Housing

Finance & Investment (India) Ltd. & NHB {DFC No.16 of 2007}The complaint has been filed before the District Consumer DisputesRedressal Forum, Maya Bhaban, Barasat, District , North 24 Parganas.The complaint was filed by the Complainant on behalf of a depositorof Furore Housing Finance & Investment India Limited (“FHFIL”)who was not returned/ repaid the amount deposited with FHFIL, aftermaturity. NHB being regulator has been made a pro-forma party to thesaid proceedings. The matter is currently pending.7. Shri Manish Kumar Mittal Vs First Blue Home Finance Ltd. &

NHB {Consumer Case No.189 of 2012}The complaint has been filed before Consumer Dispute RedressalForum VII, Delhi by the Complainant who has availed a housing loanof Rs. 0.29 crore from First Blue Home Finance Limited (“First Blue”).The Complainant has alleged that despite of the circular issued byNHB, First Blue has charged prepayment penalty and also variousillegal charges from him. NHB is only a pro-forma party to theproceedings. The matter is currently pending.8. Charanjit Arora and others Vs Indiabulls Housing Finance Ltd.

& NHB {Consumer case No.1230 of 2012}The complaint has been filed before Consumer Dispute RedressalForum, Indore, M.P. against Indiabulls Housing Finance Ltd.(IHFL)and NHB. The Complainant has availed a housing loan of Rs. 0.35crore - from IHFL for construction of house on November 30, 2010.

The Complainant has alleged that IHFL has charged prepaymentpenalty in contravention of the directions given by NHB. NHB hasfiled its reply. The matter is currently pending.9. Sunil Bansal Vs Dewan Housing Finance Corporation Ltd. &

others {Consumer Case No. 43 of 2013}The Complaint has been filed before District Consumer DisputeRedressal Forum, Chandigarh against Dewan Housing FinanceCorporation Ltd.(DHFL) and NHB. The Complainant has availed loanagainst property from DHFL. On the request of preclosure of loan,prepayment charges were levied. The Complainant has alleged thatthe prepayment charges imposed by DHFL is illegal and in violationof the directives of NHB. Nothing has been prayed against NHB. Ithas been made clear to the Court that NHB directions are applicable incase of housing loan and not loan against property and therefore thename of NHB should be deleted from the array of parties. The matteris pending.10. Irfan Ahmed Vs NHB & others {O.S.No.5015 of 2013}NHB is in receipt of a Court Notice whereby a case has been filedbefore the Civil Court, Bangalore against Indiabulls Housing FinanceLtd., and NHB. Details of the case are awaited.11. V.Parvathy Vs National Trust Housing Finance Ltd. & Ors {

W.P.No.29123 of 2013}A Writ Petition has been filed before Hon’ble High Court at Madrasagainst National Trust Housing Finance Ltd. for initiating action underSARFAESI Act and taking physical possession of the property andNHB has also been made proforma party to it. NHB has filed its reply.12. State Bank of Indore Vs Shri Jagdish Prasad Yadav & NHB

{Appeal No. A/08/1263}An appeal has been filed against the order dated January 16, 2008 ofthe District Consumer Forum, Shivpuri, Madhya Pradesh beforeMadhya Pradesh State Consumer Disputes Redressal Commission.NHB has now been made Respondent No.2. The Respondent No.1invested in the Home Loan Scheme introduced by NHB. The accountwas closed on his instruction for which he was paid interest @ 5%.Before the Consumer Forum, the Respondent No.1 prayed for theenhanced interest @ 10% along with compensation. The District Forumdirected State Bank of Indore to pay an interest @ 10% together withinterest of Rs. 2000/- as compensation and Rs. 500/- as cost. Thisorder was challenged by the State Bank of Indore as the account wasclosed at the instruction of the Investor and by that time the rate ofinterest was reduced to 5% and therefore the Respondent No.1 is notentitled for enhanced interest and compensationService matters1. Workman of National Houisng Bank Vs NHB& others {ID No.

42/2003}The said application was filed before the Labour Tribunal at Karkardoma,New Delhi, by the workmen of NHB who are employed as contractstaff with NHB. Their demand was to get absorbed in the employmentof NHB. The matter is currently pending.2. Sanjeev Srivastava & Others Vs NHB {W.P.(C) 7453 to 7459 of

2006}The said writ petitions have been filed by the officers of NHB beforethe Hon’ble Delhi High Court. They have prayed for inclusion of theirpast service for the purpose of pension from NHB. The matter iscurrently pending.3. Sakti Prasad Ghosh Vs NHB & Others {W.P. No. 17415(W) of

2009}The writ petition was filed by Mr. Sakti Prasad Ghosh, Ex- ExecutiveDirector of NHB before the Hon’ble Calcutta High Court praying forpension on the basis of his salary last drawn as Executive Director.The matter is currently pending.4. M. Athmaram Vs NHB and others {Writ Petition No.4889 of

2013}The Writ Petition has been filed by an employee of the Bank seekingletter of exoneration and consequential promotions. The Bank hascompleted the disciplinary proceedings and awaiting second stageadvice from the Central Vigilance Commission in the matter. The matteris currently pending.

Page 34: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

36 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Securities Transactions1. State Bank of Saurashtra Vs National Housing Bank {Civil

Appeal No.2155 of 1999} pending before the Hon’ble SupremeCourt

In respect of certain alleged securities transactions, NHB by an‘Account Payee’ cheque drawn on RBI paid Rs. 95.39 crore to StateBank of Saurashtra (since merged with State Bank of India, hereinafter“SBS”) on January 3, 1992. On being requested to reverse the saidtransaction, SBS denied its liability to pay back. In order to realise themoney, NHB filed a suit, which was decided by the Hon’ble SpecialCourt on February 24, 1999. The Special Court decreed the suit infavour of NHB with costs and held SBS liable to return Rs. 95.39 crorealong with interest @ 19 % per annum from January 3, 1992 till the dateof payment. SBS preferred an appeal bearing No. 2155 of 1999 againstthe said order of the Special Court, Mumbai, before the Hon’bleSupreme Court.The Hon’ble Supreme Court vide its judgment dated July 31, 2013dismissed the suit and set aside the decree passed by the SpecialCourt in toto. Consequently NHB is liable to a sum of Rs. 236.78 croreto State Bank of India. NHB has fully paid a sum of Rs. 236.78 crore toSBI. NHB is entitled to receive a sum of Rs. 94.19 crore from theCustodian. An Interlocutory Application has been filed by State Bankof India in CA No. 2155 of 1999 on the issue of interest and NHB hasfiled its reply dated October 25, 2013 and the same is pendingconsideration.2. Ms. Jyoti H Mehta Vs Standard Chartered Bank & others {Civil

Appeal No.9339 of 2010} pending before the Hon’ble SupremeCourt

The said appeal has been filed against the Judgment and Order datedJune 8, 2010 passed by the Hon’ble Special Court in Misc. Petition No.5 of 2009. The said Misc. Petition was filed by Ms Jyoti Mehta beforethe Special Court challenging the decree passed in Misc. Petition No.28 of 1995 in favour of the Standard Chartered Bank. The matter iscurrently pending.As per the Terms of Settlement signed between NHB & StandardChartered Bank on and from January 19, 2002, upon receipt of Rs.620.43 crore by Grindlays Bank (since merged with Standard CharteredBank) and Rs. 1025.43 crore by NHB, the disputes between the partieswith respect to 9 Account Payee cheques issued by NHB in favour ofGrindlays Bank shall stand resolved. The decision in the matter willhave a bearing on the amount to be received by NHB from StandardChartered Bank pursuant to the terms of settlement.3. Ms. Jyoti H Mehta Vs State Bank of India & others {Civil Appeal

No.9342 of 2010} pending before the Hon’ble Supreme CourtThis Appeal has been filed against the judgment and order dated June8, 2010 passed in Misc. Petition No.8 of 2009. The said Misc. Petitionwas filed by Jyoti Mehta before the Special Court challenging thedecree passed in Misc. Petition No. 63 of 1992 in favour of the StateBank of India (“SBI”). The matter is currently pending.As per the Terms of Settlement dated October 30, 2002 it wasagreed between the parties that all the disputes and proceeds betweenNHB & SBI with regard to 14 cheques stands discharged. SBI was topursue the case against Harshad Mehta and all the recoveries andrealization made by SBI was to be shared with NHB is the proportiondecided by RBI. NHB was to assist SBI in recovery of amount in SuitNo. 63 of 1992. The decision in the matter will have a bearing on theamount to be received by NHB from SBI pursuant to the terms ofsettlement.4. Ms. Jyoti H Mehta Vs Standard Chartered Bank & others {Misc

Petition 195 of 2011} pending before the Hon’ble Special Court,Mumbai

The Misc Petition is filed by the Applicant before the Hon’ble SpecialCourt, Mumbai. In the said Misc. Petition it has been alleged that asum of Rs. 27.24 crore (which does not include the interest on theprinciple amount) was paid by Harshad Mehta to NHB and the saidamount is lying unclaimed with NHB for the past several years. NHBhas denied the allegations of transaction with Harshad Mehta. The

matter is currently pending.5. State Bank of Saurashtra Vs Shri Harshad S. Mehta and Others

{Suit No.3 of 1995} pending before the Hon’ble Special Court,Mumbai

State Bank of Saurashtra (since merged with State Bank of India,hereinfter “SBS”) filed the above suit against Harshad S. Mehta andothers before the Hon’ble Special Court, Mumbai, praying inter-aliathat NHB should be prohibited from recovering and/or declared noteligible to recover Rs. 95.39 crore from SBS/ Harshad S. Mehta. Sincethe matter is related to a Civil Appeal bearing No. 2155 of 1999 filed bySBS before the Hon’ble Supreme Court against the orders of theSpecial Court in suit No. 2 of 1995 and that the said appeal is pendingfor hearing. At the request of the parties, the Special Court was pleasedto adjourn the hearing sine die till the disposal of the said appeal bythe Hon’ble Supreme Court.Tax matters1. Hon’ble Income Tax Appellant Tribunal (hereinafter referred to as

“ITAT”) had set aside the orders passed by the learned Commissionof Income Tax (Appeals) (herein after referred to as “CIT (A)”) forthe Assessment Years 2003-04 to 2006-07 and 2008-09 to 2009-10for the demand raised aggregating to Rs. 121.29 crore and referredback the case to the Assessing Officer for reassessment. Theentire demand raised by the learned Assessing Officer was eitherpaid or adjusted against the refund due to NHB.The matter was again heard by the learned Assessing Officer andthe same has again been disallowed. NHB preferred appeals beforeCIT (A) against the said order which was also dismissed by CIT(A). NHB had filed an appeal before ITAT for the said AssessmentYears and the appeals are pending before ITAT for hearing & finaldisposal.

2. For the Assessment Year 2007-08, NHB has preferred an appealbefore ITAT against the orders of CIT (A) for the demand of Rs.13.74 crore. The said demand of Rs. 13.74 crore has been dulyadjusted /paid by NHB. The appeals are pending before ITAT forhearing & final disposal.

3. For the Assessment Years 2008-09 and 2009-10, NHB has preferredan appeal before CIT (Appeals) against the orders dated February26, 2010 and December 21, 2011 passed by the learned AssessingOfficer raising a demand of Rs. 9.50 crore. The said appeals havebeen dismissed. The entire demand aggregating to Rs. 9.50 croreraised have been duly adjusted /paid by NHB. NHB had filed anappeal before ITAT for the said Assessment Years and the appealsare pending before ITAT for hearing & final disposal.

4. The Assessing Officer initiated the penalty proceedings againstNHB for the Assessments Years 2003-04 to 2006-07 and 2008-09 to2009-10. NHB has paid Rs. 65.28 crore as 50% of the total penaltylevied by the IT Department. NHB has also filed an appeal beforeCIT (A) for the said Assessment Years where the hearing hascompleted and is pending for final disposal. NHB has also filed anapplication against the order of Assessing Officer for keeping thepenalty proceedings in abeyance for the balance 50% till thedisposal of the appeals.

5. For Assessment Year 2010-11, the Assessing Officer has raised ademand of Rs. 91.05 crore which was duly paid by the Bank. TheBank has also filed an appeal before CIT (A) where the hearinghas completed and is pending for final disposal.

For further details, please refer section “Outstanding Litigations”on page 79 of the Shelf Prospectus.RECENT MATERIAL DEVELOPMENTSRisk Factors:NHB had disclosed in the Shelf Prospectus, the reformatted auditedfinancial statements for the Fiscal ended June 30, 2013, June 30, 2012,June 30, 2011, June 30, 2010 and June 30, 2009. In light of the above,Investors should note additional risk factor no. 39 on page 40 of thisAbridged Prospectus in relation to the Issue has been inserted inaddition to the risk factors disclosed in the section titled “Risk Factors”on page 9 of the Shelf Prospectus.

Page 35: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

37NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Capital Structure:Please refer page 31 of this Abridged Prospectus under heading“Capital Structure” and page 18 of the Prospectus Tranche - II undersection “Recent Material Developments.”Gross Debt - Equity Ratio:Please refer page 33 of this Abridged Prospectus under heading “DebtEquity Ratio” and page 18 of the Prospectus Tranche - II under section“Recent Material Developments.”Business:Please refer page 19 of the Prospectus Tranche - II under section“Recent Material Developments.”Management:Mr. Sanjeev Kumar, IAS, Joint Secretary (RAY) & Mission Director(JNNURM), Ministry of Housing and Urban Poverty Alleviation(MoHUPA), New Delhi is appointed as our Director pursuant to letterno. F.No. 24/17/2010-IF.II dated September 25, 2013 received by ourBank on January 24, 2014 from the Department of Financial Services,Ministry of Finance, Government of India with immediate effect anduntil further ordersPlease refer page 31 of this Abridged Prospectus under heading“Management” and page 19 of the Prospectus Tranche - II undersection “Recent Material Developments.”Stock Market Data for our DebenturesPlease refer page 20 of the Prospectus Tranche - II under section“Recent Material Developments.”Description of Certain IndebtednessPlease refer page 20 of the Prospectus Tranche - II under section“Recent Material Developments.”Outstanding Litigation:V. Parvathy (Petitioner) Vs National Trust Housing Finance Ltd. & Ors{W.P.No.29123 of 2013}The Hon'ble High Court of Madras vide its Order dated January 24,2014 has dismissed the writ petition filed against National TrustHousing Finance Ltd. by the petitioner for re-scheduling the loanaccount bearing no. VLR03010100329 and for initiating action underSARFAESI Act and taking physical possession of the property, whereNHB was made proforma party.Pursuant to the above, point 11 under heading “Outstanding Litigation”on page 34 of this Abridged Prospectus stands deleted.OTHER REGULATORY AND STATUTORY DISCLOSURES77. Authority for the IssueThe CBDT has, by the Notification, authorised NHB to issue Bondsaggregating to Rs. 4,000 crore. NHB proposes to raise Rs. 3,100 crore*through a public issue of Bonds in one or more tranches, during theFiscal, 2014.* In terms of the Notification, NHB has raised Rs. 900 crore on aprivate placement basis in one tranche through informationmemorandum dated August 30, 2013 and Rs. 2,100 crore by way ofpublic issue under the Tranche-I Issue through the ProspectusTranche-I. Accordingly, the Residual Shelf Limit is Rs. 1,000 crore.This limit shall be applicable for raising further funds through publicissue route or private placement route. Further, NHB may also raisefunds through private placement route in one or more tranches duringthe process of the present Issue. The aggregate amount raised throughthe private placement route shall not exceed Rs.1,200 crore i.e. upto 30% of the allocated limit for raising funds through tax free bondsduring Fiscal 2014, in terms of the Notification. NHB shall ensurethat the tax free bonds issued through public issue and privateplacement route shall together not exceed Rs. 4,000 crore. In case ifNHB raises funds through private placements during the process ofthe present Issue, the Residual Shelf Limit for the Issue shall bereduced by such amount raised.The Board, at the meetings held on August 5, 2013, approved theIssue of the tax free bonds in accordance with the Notification.78. Eligibility to make the IssueNHB and persons in control of NHB have not been restrained,

prohibited or debarred by SEBI from accessing the securities marketor dealing in securities and no such order or direction is in force.79. ConsentsConsents in writing from the Board of Directors (other than Mr. AjayKumar Dutta), the Compliance officer, the Lead Managers to the Issue,the Registrar to the Issue, the Legal Advisor to the Issue, the StatutoryAuditors, the Escrow Collection Banks/Bankers to the Issuer, Bankersto NHB, Credit Rating Agencies, Consortium Members and the BondTrustee to act in their respective capacities, have or shall been obtained.IL&FS Trust Company Limited has given their consent for theirappointment as Bond Trustees under regulation 4(4) of the SEBI DebtRegulations for the Issue.80. Expert OpinionExcept the letters dated October 28, 2013, November 11, 2013, December10, 2013 and February 19, 2014 issued by CARE, in respect of thecredit rating of the issue, and the auditor's report dated November 11,2013 and auditor's report dated February 24, 2014 on the Limited ReviewFinancial Statements for the half year ended December 31, 2013 andstatement of tax benefits dated March 4, 2014 issued by V.K Verma &Co., Statutory Auditor of NHB, NHB has not obtained any expertopinions in respect of the Issue.81. Minimum SubscriptionFor information, see “Issue Structure - Minimum Subscription” onpage 39 of the Prospectus Tranche - II.82. No Reservation or DiscountPursuant to the Notification, at least 70 % of the Issue size shall beraised through public issue, of which 40 % shall be reserved for RetailIndividual Investors. Apart from such reservation, there is no discountbeing offered in the Issue, to any category of Applicants.83. Common Form of TransferNHB undertakes that there shall be a common form of transfer for theBonds issued in physical form and all applicable laws shall be dulycomplied with in respect of all transfer of the Bonds and registrationthereof. We shall also use a common form for transfer of Bonds indemat form which will be done as per the procedure/rules prescribedby the depositories (NSDL/CDSL) and depository participants.84. DividendNHB has not paid any dividends on its capital since incorporation.The distribution of dividend, if any, will require the approval of theBond Trustee if NHB defaults in the payment of interest on the Bondsor redemption thereof or in the creation of security as per the terms ofthe Issue.85. Previous Public or Rights Issues by NHB during last five yearsNHB has not undertaken any public or rights issue of any securitiessince incorporation, other than: (a) issuance of long term tax freebonds of face value of Rs. 10,000 each, in the nature of securedredeemable non-convertible debentures having benefits under Section10(15)(iv)(h) of the Income Tax Act, for Rs. 3,750 crore, pursuant to aprospectus dated March 06, 2013 and (b) the issuance of long term taxfree bonds of face valueof Rs. 5,000 each, in the nature of securedredeemable non-convertible debentures having benefits under Section10(15)(iv)(h) of the Income Tax Act, for Rs. 2,100 crore, pursuant to aShelf Prospectus dated December 24, 2013 and Prospectus Tranche-I dated December 24, 201386. Commission or Brokerage on Previous IssuesIn relation to the issuance of long term tax free bonds of face value ofRs. 10,000 each, in the nature of secured redeemable non-convertibledebentures having benefits under Section 10(15)(iv)(h) of the IncomeTax Act, for Rs. 3,750 crore, pursuant to a prospectus dated March 06,2013, the total commission/brokerage paid/ payable to brokers/ ASBAcollection bankers was Rs. 0.24 crore and the total fee paid/ payable tothe lead managers was Rs.1.

Page 36: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

38 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

In relation to the Tranche-I Issue, pursuant to the Prospectus Tranche-I dated December 24, 2013, NHB is in the process of finalization paymentof the commission/ brokerage to the brokers/ ASBA collection bankersand lead managers. For details, see Prospectus Tranche-I datedDecember 24, 2013.87. Change in auditors of NHB during last three years

Name Address Date of Appointment/ Resignation

Auditor of NHB Since (in case of

resignation)

Remarks

Aiyar & Co.

607, Akashdeep, 26A, Barakhamba Road, New Delhi 110 001.

Appointed on February 4, 2010

2010 Appointed by RBI vide its letter dated (Ref: DBS.ARS.No.10428/08:15008/2009-10 dated February 4, 2010.

V.K Verma & Co.

C-37, Connaught Place, New Delhi-110001

Appointed on November 1, 2012

- Appointed by RBI vide its letter (Ref: DBS.ARS.No. 5648/08:15:008/2012-13) dated November 1, 2012

For more information on the Statutory Auditors, see “GeneralInformation” on page 11 of the Prospectus Tranche - II.88. Revaluation of assetsNHB has not revalued its assets in the last five years.89. Utilisation of Issue ProceedsFor information, see “Terms of the Issue - Utilisation of IssueProceeds” on page 7 of this Abridged Prospectus.90. Track record of past public issues handled by the Lead ManagersDetails of the track record of the Lead Managers, as required by SEBIcircular number CIR/MIRSD/1/2012 dated January 10, 2012, has beendisclosed on the respective websites of the Lead Managers. Thetrack record of past issues handled by Edelweiss Financial ServicesLimited, Axis Capital Limited, and RR Investors Capital Services PrivateLimited are available at www.edelweissfin.com, www.axiscapital.co.inand www.rrfcl.com, respectively.91. ListingFor information, see “Terms of the Issue -Listing” on page 40 of theProspectus Tranche - II.92. Disclaimer clause of NSE"As required a copy of this Offer Document has been submitted toNational Stock Exchange of India Limited (hereinafter referred to asNSE). NSE has given vide its letter Ref.: NSE/LIST/225291-3 datedDecember 20, 2013 and letter Ref.: NSE/LIST/231884-L dated March 3,2014 permission to the Issuer to use the Exchange's name in this OfferDocument as one of the Stock Exchanges on which this Issuer'ssecurities are proposed to be listed . The Exchange has scrutinisedthis draft offer document for its internal purpose of deciding on thematter of granting the aforesaid permission to this Issuer. It is to bedistinctly understood that the aforesaid permission given by NSEshould not in any way be deemed or construed that the offer documenthas been cleared or approved by NSE; nor does it in any mannerwarrant, certify or endorse the correctness or completeness of any ofthe contents of this offer document; nor does it warrant that thisIssuer's securities will be listed or will continue to be listed on theExchange; nor does it take any responsibility for the financial or othersoundness of this Issuer, its promoters, its management or any schemeor project of this Issuer. Every person who desires to apply for orotherwise acquire any securities of this Issuer may do so pursuant toindependent inquiry, investigation and analysis and shall not haveany claim against the Exchange whatsoever by reason of any losswhich may be suffered by such person consequent to or in connectionwith such subscription/ acquisition whether by reason of anythingstated or omitted to be stated herein or any other reason whatsoever."93. Statement by the Board:(i) All monies received out of the Issue shall be transferred to a

separate bank account other than the bank account referred to insub-section (3) of Section 40 of the Companies Act, 2013;

(ii) Details of all monies utilised out of the Issue shall be disclosedand continue to be disclosed till the time any part of the proceedsof the Issue remains unutilized under an appropriate separate headin NHB’s financial statement in their Balance Sheet, indicating thepurpose for which such monies were utilised; and

(iii) Details of all unutilised monies out of the Issue, if any, shall bedisclosed under an appropriate separate head in NHB’s financialstatement in their Balance Sheet, indicating the form in whichsuch unutilised monies have been invested.

94. Mechanism for redressal of investor grievancesKarvy Computershare Private Limited has been appointed as theRegistrar to the Issue to ensure that investor grievances are handledexpeditiously and satisfactorily and to effectively deal with investorcomplaints.Communications in connection with Applications made in the Issueshould be addressed to the Registrar to the Issue, quoting all relevantdetails including the full name of the sole/first Applicant, ApplicationForm number, Applicant’s Depository Participant (“DP”) ID, Client IDand Permanent Account Number (“PAN”), number of Bonds appliedfor, date of the Application Form, name and address of the Member ofthe Syndicate or Trading Member of the Stock Exchange or DesignatedBranch of the SCSB, as the case may be, where the Application wassubmitted, and cheque/ demand draft number and issuing bank thereof,or with respect to ASBA Applications, the ASBA Account number inwhich an amount equivalent to the Application Amount was blocked.Applicants may contact the Compliance Officer and/or the Registrarto the Issue in case of any pre-Issue or post-Issue related problemssuch as non-receipt of Allotment Advice, refunds, interest onApplication Amounts or refund or credit of Bonds in the respectivebeneficiary accounts, as the case may be.All grievances relating to the ASBA process may be addressed to theRegistrar to the Issue with a copy to either (a) the relevant DesignatedBranch of the SCSB where the Application Form was submitted bythe ASBA Applicant, or (b) the concerned Member of the Syndicateand the relevant Designated Branch of the SCSB in the event of anApplication submitted by an ASBA Applicant at any of the SyndicateASBA Centres, giving full details such as name, address of Applicant,Application Form number, series/option applied for, number of Bondsapplied for, amount blocked on Application. Grievances relating to theDirect Online Applications may be addressed to the Registrar to theIssue, with a copy to the relevant Stock Exchange.RISK FACTORSYou should carefully consider all the information in the ShelfProspectus, including the risks and uncertainties described below,and in the sections titled “Business” on page 46 and “Annexure A -Financial Information” of the Shelf Prospectus, before making aninvestment in the Bonds.Additional risks and uncertainties not known to us or that wecurrently believe to be immaterial may also have an adverse effecton our business, results of operations and financial condition. If anyof the following or any other risks actually occur, our business,prospects, results of operations and financial condition could beadversely affected and the price of, and the value of your investmentin, the Bonds could decline and you may lose all or part of yourinvestment.The financial and other related implications of risks concerned,wherever quantifiable, have been disclosed in the risk factorsmentioned below. However, there are certain risk factors where theeffect is not quantifiable and hence has not been disclosed in suchrisk factors. The numbering of risk factors has been done to facilitatethe ease of reading and reference, and does not in any mannerindicate the importance of one risk factor over another.You should not invest in the Issue unless you are prepared to acceptthe risk of losing all or part of your investment, and you shouldconsult and seek an independent advise from your own tax, financial

Page 37: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

39NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

and legal advisors about the particular consequences of aninvestment in the Bonds.Unless otherwise stated, our financial information used in this sectionis derived from our Reformatted Audited Financial Statementsprepared in accordance with accounting standards generallyaccepted in India.RISKS IN RELATION TO OUR BUSINESS1. If the level of NPAs in our loan portfolio were to increase, our

financial condition would be adversely affected.2. We may not be able to foreclose on or realise the value of our

collateral on a timely basis, or at all, when borrowers default ontheir obligations to us and this may have a material adverseeffect on our business, results of operations and financialcondition.

3. In addition to our Rupee borrowings and financial activities,we currently have foreign currency borrowings, which are likelyto continue or increase in the future, which will expose us tofluctuations in foreign exchange rates, which could adverselyaffect our financial condition

4. The proposed amendments to the National Housing Bank Act,1987 may have an adverse impact on our business, operationsand profitability

5. We are affected by volatility in interest rates for our lending andinvestment operations as well as the rates at which NHB borrowsfunds, which could adversely affect our return on assets andprofitability.

6. We may not be able to successfully manage and maintain ourgrowth, which could have a material adverse effect on our resultsof operations and financial condition.

7. The projects for which we have provided, or may in the futureprovide, financing may be delayed, modified or cancelled, whichwould adversely affect the ability of our borrowers to repaytheir loans.

8. Our success depends on our management team and skilledpersonnel and our ability to attract and retain such persons.

9. We do not have a registered trademark for our logo , asa result of which our ability to use the trademark and logo maybe impaired. Further, in the event we are unable to register thetrademark, we may be unable to prohibit unauthorised usage ofsuch trademark by third parties.

10. We would have limited recourse in the event of default by ourborrowers, and may not be able to recover the full, or any, amountof financing extended by us to them.

11. A high level of indebtedness could adversely affect our ability toreact to changes in our business environment which will in turnaffect our prospects and results of operations.

12. We may be unable to secure funding at competitive rates, whichcould adversely affect our growth, expansion and results ofoperations.

13. Our business, results of operations and financial conditionsmay be adversely affected by future regulatory changes

14. We may face asset-liability mismatches which could affect ourliquidity, and which may as a consequence have a material andadverse effect on our business, financial performance and resultsof operations.

15. As part of our promotional endeavours, we have beenparticipating in the equity share capital of start-up institutionsand are subject to all of the business risks and uncertaintiesassociated with commencing new business lines in general.

16. We have high loan concentrations with our top ten borrowerscontributing to 55 % of our total refinance loans outstanding ason June 30, 2013 and default by any one of them couldsignificantly affect our business.

17. We are subject to certain restrictive covenants in our loandocuments, which may restrict our operations and ability togrow and may adversely affect our business.

18. Our Directors may have interests in corporations/ companies/

entities similar to ours, which may result in a conflict of interestthat may adversely affect future financing opportunity fromreferrals.

19. Unavailability of financing at commercially acceptable terms,or at all, may adversely affect our liquidity and financialcondition.

20. We are involved in certain legal proceedings, which, ifdetermined against us, could adversely impact our business andfinancial condition and results of operations.

21. We have experienced incidents of fraud in the past and mayexperience such frauds in the future as well, which may have anadverse effect on our business, results of operation and financialcondition.

22. In the event of our failing to meet the capital adequacyrequirements on account of any changes in the existingregulatory policy, our results of operation and financialcondition could be severely affected.

23. We have certain contingent liabilities that have not beenprovided for.

24. No Debenture Redemption Reserve (“DRR”) for the Bonds isproposed to be maintained for the present issue of Bonds andthe Bondholders may find it difficult to enforce their interests inthe event of or to the extent of a default.

25. Borrowing for the purchase or construction of property maynot continue to offer borrowers the same fiscal benefits itcurrently offers, which would result in lower demand for ourrefinance portfolio, and thereby, adversely affect our business.

26. We are subject to credit, operational and market risks, and ifany such risks were to materialize, our credit ratings and ourcost of funds could be adversely affected.

27. Failure or delayed updating of our Information Technologysystems could significantly affect our business operations.

28. Our Head Office is not owned by or leased to us, and in the eventwe are unable to continue to operate from such premises, ourbusiness, financial condition and results of operation may beadversely affected.

29. We do not own the Residential Flats used for providingaccommodation to our employees and consequently do not havetitle to the premises at present.

30. Our statutory auditors have expressed certain opinions in theiraudit report on our financial statements in the past and anyqualifications in the auditor’s report in the future may impactour results of operations.

31. We have negative cash flows in recent periods and an inabilityto generate and sustain positive cash flows in the future mayadversely affect our business, results of operation and financialcondition.

32. We benefit from certain tax benefits available to us as a publicfinancial institution and if these benefits are no longer availableto us, our business, financial condition, results of operationsmay be adversely affected.

33. We face competition from financial and other institutions inraising funds from the market and may not be able to raisefunds on terms beneficial to us.

34. We may fail to obtain certain regulatory approvals in theordinary course of our business in a timely manner or at all, orto comply with the terms and conditions of our existingregulatory approvals and licenses which may have a materialadverse effect on the continuity of our business and may impedeour effective operations in the future.

35. We have not complied with the provisions of the ContractLabour (Regulation and Abolition) Act, 1970.

36. We are prone to various operational risks, which may have anadverse effect on the continuity of our business and may impedeour effective operations in the future.

37. In the event we are unable to achieve the budgeted/ targeteddisbursement, our business, profitability and financial condition

Page 38: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

40 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

may be affected.38. In the event that our insurance is not adequate to protect us

against all potential losses to which we are exposed; our business,profitability and financial condition may be adversely affected.

39. Our financial results for the half year ended December 31, 2013have been subjected to limited review by our statutory auditors,and the audited results for the same period may be materiallydifferent from the present results.

RISKS IN RELATION TO THE BONDS40. The Bonds are classified as ‘tax free bonds’ eligible for tax

exemption under Section 10(15)(iv)(h) of the Income Tax Act,up to an amount of interest on such bonds.

41. There has been only a limited trading in the bonds and it maynot be available on sustained basis in the future, and the price ofthe Bonds may be volatile.

42. There is no guarantee that the Bonds issued pursuant to theIssue will be listed on the Stock Exchange(s) in a timely manner,or at all or that monies refundable to Applicants will be refundedin a timely manner.

43. You may not be able to recover, on a timely basis or at all, the fullvalue of the outstanding amounts and/or the interest accruedthereon in connection with the Bonds.

44. Any downgrading in credit rating of our Bonds may affect thetrading price of the Bonds.

45. Changes in interest rates may affect the prices of the Bonds.46. Payments made on the Bonds will be subordinated to certain

tax and other liabilities preferred by law.EXTERNAL RISKS47. A slowdown in economic growth in India could cause our

business to be adversely affected.48. Our access to liquidity is susceptible to adverse conditions in

the domestic and global financial markets.49. Our business is subject to a significant number of tax regimes

and changes in legislation governing the rules implementingthem or the regulator enforcing them in any one of thosejurisdictions could negatively and adversely affect our resultsof operations.

50. Political instability or changes in the Government could delayfurther liberalization of the Indian economy and adversely affecteconomic conditions in India generally, which could impactour operations.

51. Natural calamities could have a negative impact on the Indianeconomy and could cause our business to be adversely affected.

52. Difficulties faced by other banks, financial institutions or theIndian financial sector generally could cause our business to beadversely affected.

53. Any down grading of India’s debt rating by an internationalrating agency could have a negative impact on our business.

54. The market value of your investment may fluctuate due to thevolatility of the Indian securities market.

55. If regional hostilities, terrorist attacks or social unrest in Indiaincreases, our business could be adversely affected.

OTHER RISKS56. We are unable to provide information for one of our Director

viz. Mr. Ajay Kumar Dutta.For further details please refer page 9 of the Shelf Prospectus.MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIONFor Material contracts (not being contracts entered into in the ordinarycourse of business carried on by NHB or entered into more than twoyears before the date of the Prospectus Tranche - II) which are or maybe deemed material have been entered or are to be entered into byNHB. These contracts and also the documents for inspection referredto hereunder, may be inspected on Working Days at the Head Officeof NHB situated at Core 5 A, India Habitat Centre, Lodhi Road, NewDelhi -110003 from 10 a.m. to 5 p.m, during which issue is open forpublic subscription under the Prospectus Tranche - II. For further

details please refer page 76 of the Prospectus Tranche - II.DECLARATION

We, the undersigned Directors of the Bank, certify that all applicablelegal requirements in connection with the Tranche-II Issue, includingall relevant provisions of the Companies Act, 1956, the CompaniesAct, 2013, the Securities and Exchange Board of India Act, 1992,including the Securities and Exchange Board of India (Issue and Listingof Debt Securities) Regulations, 2008 ("SEBI Debt Regulations"), theNational Housing Bank Act, 1987 or the rules made or guidelinesissued thereunder, as the case may be, and all applicable guidelinesissued by Government of India and any other competent authority inthis behalf, have been duly complied with and that no statement madein the Prospectus Tranche-II contravenes the relevant provisions ofthe Companies Act, 1956, the Companies Act, 2013, the SEBI DebtRegulations, the Securities and Exchange Board of India Act, 1992,the National Housing Bank Act, 1987 or the rules made or guidelinesissued thereunder, as the case may be.We further certify that the Prospectus Tranche-II, which is to be readwith the Shelf Prospectus, as amended, does not omit disclosure ofany material fact which may make the statements made therein, in lightof circumstances under which they were made, misleading and that allstatements in the Prospectus Tranche-II are true and correct and doesnot contain mis- statement.Signed by the Board of DirectorsMr. R.V.VermaChairman & Managing Director(under Section 6(1) (a) of the National Housing Bank Act, 1987)Dr. Santosh Chandra PandaProfessor of Economics, Delhi School of Economics(under Section 6(1) (b) of the National Housing Bank Act, 1987)Dr. Neelima RisbudDean of Studies, School of Planning and Architecture(under Section 6(1) (b) of the National Housing Bank Act, 1987)Mr. H.R. KhanDeputy Governor, Reserve Bank of India(under Section 6(1) (d) of the National Housing Bank Act, 1987)Mr. G.M. RaoDirector, Central Board of Directors, Reserve Bank of India(under Section 6(1) (d) of the National Housing Bank Act, 1987)Mr. Arvind Kumar, IASJoint Secretary to the Government of India, Ministry of Finance(under Section 6(1) (e) of the National Housing Bank Act, 1987)Smt. Vijaya Srivastava, IASJoint Secretary to the Government of India, Ministry ofRural Development (under Section 6(1) (e) of the NationalHousing Bank Act, 1987)Mr. Sanjeev Kumar, IASJoint Secretary (RAY) to Government of India & MissionDirector (JNNURM), Ministry of Housing and Urban PovertyAlleviation (under Section 6(1) (e) of the National HousingBank Act, 1987)Dr. S. Siddharth, IASSecretary to the Government of Bihar, Urban Developmentand Housing Department(under Section 6(1) (f) of the National Housing Bank Act, 1987)Place : New DelhiDate : March 5, 2014

FOR FURTHER DETAILS, PLEASE REFER TO THE SHELFPROSPECTUS AS AMENDED BY PUBLIC NOTICE ANDPROSPECTUS TRANCHE - II.

Page 39: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

41NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

TIMING FOR SUBMISSION OF APPLICATION FORMApplication Forms for the Issue will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) or such extended time as may bepermitted by the Stock Exchange, during the Issue Period as mentioned above on all days between Monday and Friday (both inclusive barring publicholiday), (i) by the Members of the Syndicate or the Trading Members of the Stock Exchange(s), as the case maybe, at the centers mentioned inApplication Form through the non-ASBA mode or, (ii) in case of ASBA Applications, (a) directly by the Designated Branches of the SCSBs or (b) by thecenters of the Members of the Syndicate or the Trading Members of the Stock Exchange, as the case may be, only at the Specified Cities. On the IssueClosing Date the Application Forms will be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. or suchextended time as may be permitted by the Stock Exchange.

Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their Application Formsone day prior to the Issue Closing Date and not later than 3.00 p.m (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that inthe event if a large number of Applications are received on the Issue Closing Date, there may be some Applications which may not be uploaded due tolack of sufficient time for uploading. Any such Applications which are not uploaded will not be considered for allocation under the Issue. ApplicationForms will only be accepted during the Issue Period as mentioned above on all days between Monday and Friday (both inclusive barring public holiday).Neither the Bank, nor the Members of the Syndicate or Trading Members of the Stock Exchange(s) shall be liable for any failure in uploading theApplications due to failure in any software/ hardware systems 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 Members of Syndicate, atthe addresses provided below, for uploading of the Application. The respective Member of Syndicate after uploading of the Application shall forward theApplication Form to the Specified Branches of SCSBs for blocking of funds. At all other places (except Specified Cities, as above),the ASBA ApplicationForms should be submitted with the Designated Branch of SCSBs only and non ASBA Applications should be submitted to the Members of Syndicate/Trading Members as specified below:

BIDDING CENTRE DETAILSEDELWEISS SECURITIES LIMITED

AGRA: SBICAP Securities Limited; C/O Sbi Main Branch, Chipitola - 282001 AHMEDABAD: Edelweiss Broking Limited; Edelweiss,Edelweiss House,2nd Floor, Nr.Samved Hospital, H. L. Commerce Six Road, Navrangpura, Ahmedabad-380009 IDBI Capital MarketServices Limited; 314, 3rd Floor Crystal Arcade, Beside BSNL Complex, Near Girish Cold Drink Cross Road, C G Road,Ahmedabad JMFinancial Services Ltd; G-10 Chinubhai Centre, Gr. Flr,Nehru Bridge Corner,Ashram Road, Ahmedabad-380 009.Ph:079-2657 6666 – 70. Religare Securities Ltd; 2nd Floor,Dev Complex ,opp Parimal Garden , Ahmedabad - 380006 SBICAP Securities Limited; 2Nd Floor, “Nirman”,Besides Jyoti Plaza, Nr. Shyamal Cross Road, Satellite - 380015 AMRITSAR: SBICAP Securities Limited; C/O, State Bank Of India, MainBranch, Town Hall - 143001 BANGALORE: Edelweiss Broking Limited; ASWAN, 15/6 Ground FloorPrime Rose Road Bangalore –560001 Contact No: 080 42471113 IDBI Capital Market Services Limited; 2nd Floor,Globe House, 105 Richmond Road,Bangalore JMFinancial Services Ltd; 97/4 Residency Rd, Bangalore - 560 025.Ph:-080- 30912400/2299 8264/65/66/67. SBICAP Securities Limited; Sbi LhoCampus Behind Spb Branch St. Marks Road - 560001 SBICAP Securities Limited; Pb No-483, No-73 K R Road. Sbm Building 1St Flr,Basavangudi - 560004 SBICAP Securities Limited; 1St Floor, C/O Sbi Koramangala Pbb Branch, No.472, Avs Complex, 4Th Block, Koramangala- 560034 SBICAP Securities Limited; 3rd Floor, C/O Sbi, Indira Nagar Branch No. 2987, 12th Main Road, Hal 2Nd Stage, Indiranagar, Bangalore- 560008, Karnataka - BHAVNAGAR: SBICAP Securities Limited; C/O State Bank Of Saurashtra - Kalanala Branch, Kalanala - 364001 BHOPAL:IDBI Capital Market Services Limited; Harisons House, Upper Ground Floor,6 Malviya Nagar, Nr. Raj Bhavan RdBhopal SBICAP SecuritiesLimited; State Bank Of Indore Paanchanan T T Nagar - 462003 BHUBANESHWAR: IDBI Capital Market Services Limited; IDBI House,Janpath, Unit IX, Bhubaneshwar CHANDIGARH: SBICAP Securities Limited; C/O State Bank Of India, Main Branch, Sco 43-48, 1St Flr, Sector17 B - 160017 CHENNAI: JM Financial Services Ltd; Gee Gee Crystal - 5th Floor,91-92. Dr.Radhakrishnan Salai,Mylapore, Chennai - 600 004.Ph:044-4225 5666. Religare Securities Ltd; “Citi tower”, 4th Floor, 117, Sir Theagaraya road, T. Nagar, Chennai 600 017 SBICAP SecuritiesLimited; Sbi Main Branch New No.84, 22 Rajaji Salai - 600001 SBICAP Securities Limited; Sbi Building No 2 A Prakasam Road Panagal Park TNagar - 600017 SBICAP Securities Limited; Sbi Spb Branch,Plot No.4, Teachers Colony,Indiranagar, Adyar - 600020 SBICAP SecuritiesLimited; C/O Sbi, 22,Taylors Road, Kilpauk - 639001 COIMBATORE: SBICAP Securities Limited; Sbi Main Branch,State Bank Road. - 641018 SBICAP Securities Limited; Sbi Premises - First Floor, 451, D.B. Road, R.S.Puram - 641018 DEHRADUN: SBICAP Securities Limited; SbiMain Branch, 4Th Convent Road - 248001 GHAZIABAD: SBICAP Securities Limited; C/O, State Bank Of India,Navyug Marget - 201001GURGAON: SBICAP Securities Limited; Sbicap Securites, Sbi Sushant Lok 1, B/05, Unitech Trade Centre - 12209 GUWAHATI: IDBI CapitalMarket Services Limited; C/o IDBI Ltd., IDBI House, 4th Floor,North Eastern Zonal Office, G. S. Road,Guwahati SBICAP Securities Limited;C/O State Bank Of India , Dispur Branch, Opposite Assam Sachibalaya, Dispur, - 781006 GWALIOR: SBICAP Securities Limited; C/O. SBIMAIN BRANCH, BADA CHOWK, GWALIOR - 474001, MADHYA PRADESH. - HYDERABAD: Edelweiss Broking Limited; Edelweiss2nd flr, MB Towers, Plot no.5, Road no.2, Banjara Hills, Hyderabad-500016 IDBI Capital Market Services Limited; C/o IDBI Ltd., 3rdFloor, IDBI House, D. No. 5-9-89 / 1 & 2, Chapel Road, P. B. No. 370,Hyderabad JM Financial Services Ltd; 9-10 Uma Chambers,3rd Floor,Banjara Hills, Hyderabad-500 034. Ph:040- 6636 0009/10/12/46. JM Financial Services Ltd; 3rd Floor, 305 Jade Arcade, Opp Paradise Hotel, MG Road, Secundrabad- 500 003. Ph:(040) 3982 5200. SBICAP Securities Limited; State Bank Of Hyderabad Ground Floor, Gunfoundry - 500001 SBICAP Securities Limited; 1St Floor, Dmc Center, Above State Bank Of India, St. John’S Road, East Marredpally, Secunderabad - 500026 SBICAP Securities Limited; C/O, State Bank Of India G O C, Koti (Lho), Bank Street - 500001 INDORE: IDBI Capital Market Services Limited;204, 2nd Floor, Sapphire Heights, Scheme No. 54PU -3, 12 AB Road, Opp. C-21 Mall, Vijay NagarIndore JM Financial Services Ltd; UG-7 &8, Ground Floor, D M Tower, ,21/1, Race Course Road,Indore-452 004. Ph:0731-3072111/4262111. SBICAP Securities Limited; State Bank OfIndore 5,Yashwant Niwas Road - 452003 SBICAP Securities Limited; State Bank Of India Gpo Main Branch - 452001 JABALPUR: SBICAPSecurities Limited; C/O. Sbi Main Branch, Civil Lines - 482001 JAIPUR: Edelweiss Broking Limited; Edelweiss 601/602, 6th floor,GreenHouse,Ashok marg, C Scheme, Jaipur 302001 JM Financial Services Ltd; G-7 & G-8,Brij Anukamba,Plot No.K-13, Ashoka Marg,C-Scheme,Jaipur -302 001. Ph:0141-3984400. SBICAP Securities Limited; C/O Sbi Special Branch, Ground Floor, Sangeneri Gate - 302003 SBICAP Securities Limited; 128 , A - Block , First Floor , Opp. Sbbj Bank,Ganpati Plaza, M I Road - 302001 JALANDHAR: SBICAP SecuritiesLimited; C/O. State Bank Ofindia, Civil Lines - 144001 JAMNAGAR: SBICAP Securities Limited; G-3, Ground Flr, Madhav Darshan Complex,Opposite Cricket Bungalow Near Limda Line - 361001 JAMSHEDPUR: SBICAP Securities Limited; Sbi, Jamshedpur Bistupur - 831001

Page 40: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

42 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

JODHPUR: SBICAP Securities Limited; C/O Sbi, Special Branch, High Court Campus, Kachauri, - 342001 KANPUR: SBICAP SecuritiesLimited; Sbi, Main Branch Campus, Zonal Office,16/101 Civil Line Mall Road, - 208001 KOCHI: SBICAP Securities Limited; Sbi ShanmughamRd. Branch 2Nd Floor, Ktdc Bldg, Ernakulam - 682031 KOLKATTA: Edelweiss Broking Limited; Edelweiss, 1st Floor, Chhabil Das Tower,6 A- Middleton Street, Kolkata, West Bengal- 700071. Tel: 033-40311940. IDBI Capital Market Services Limited; 6th Floor, “IDBI House”,44,Shakespeare Sarani,Kolkata JM Financial Services Ltd; Kankaria Estate, 8th Flr,6th Little Russell Street,Kolkata-700 071. Ph: 033-39870330. Religare Securities Ltd; 11/1 Sarat Bose Road North Block 4th floor Kolkata 20 SBICAP Securities Limited; Sbi Main Branch SammriddiBhavan 3Rd Floor, 1- Strand Road - 700001 SBICAP Securities Limited; State Bank Of India Jeevandeep Bldg,Ground Floor Middleton Street- 700071 SBICAP Securities Limited; C/O Sbi, 50 A, Gariahat Road, Ballygunge, - 700019 SBICAP Securities Limited; C/O—State Bank OfIndia,Bikash Bhavan Goc.Ground Floor.Sector-Ii,Saltlake - 700091 KOTA: SBICAP Securities Limited; Kota Main Branch, Chhawani Chouraha- 324007 LUCKNOW: SBICAP Securities Limited; C/O State Bank Of India, 2/103 Vijay Khand First Flr, Gomti Nagar - 226010 SBICAPSecurities Limited; C/O Sbi Govt.Business Branch Moti Mahal Marg Behind K.D.Singh Babu Stadium Hajrath Ganj - 226001 LUDHIANA:SBICAP Securities Limited; Sbi, 1St Floor Fountain Chowk Civil Lines - 141001 MADURAI: SBICAP Securities Limited; C/O State Bank OfIndia, Number - 7A, West Veli Street, Opposite Railway Station, - 625001 MANGALORE: SBICAP Securities Limited; C/O Sbi, MangaloreMain Branch, Port Road, P.B.No-90 - 575011 MUMBAI: Edelweiss Securities Limited; Edelweiss 105, 1st flr,P J towers Stock ExchangeBldg, Fort, Mumbai- 400001 Edelweiss Broking Limited; Edelweiss 104, 1st flr,P J towers Stock Exchange Bldg, Fort, Mumbai- 400001 Edelweiss Broking Limited; Edelweiss Shop No 10, Sucheta Enclaves,Mahrastra Lane, Off L. T Road Borivali (W) Mumbai-92 Edelweiss Broking Limited; Edelweiss Atlantic Commercial Tower, RB Mehta Road, Nr. Patel Chouk, Ghatkopar East, Mumbai-400077 Edelweiss Broking Limited; Office No 111, 1st Floor, Dheeraj Heritage, Near Milan Subway, Santacruz West, Mumbai-400054 Edelweiss Broking Limited; 101,1st Floor, 12 New Bake House,Opp Maharashtra State Co-op Bank,Nr Old karvy office. Fort Mumbai400001 Amit Jasani; 301, Hind Rajasthan Chambers,6, Oak Lane, Opp Gokul Restaurant, Fort, Mumbai 400023 Asit C Mehta Inv Int Ltd. ;67,Poddar Chamber,3Flr,S.A.Brelvi Road ,Fort,Mumbai -400001 Asit C Mehta Inv Int Ltd. ; Nucleus House.Saki-Vihar Road ,Andheri-E,Mumbai -400072 Centrum Wealth Management Ltd.; Centrum House, 6th Level, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai 400 098 ICICI Securities Limited; Shree Sawan Knowledge Park, Gr. Floor, Plot No. D-507, T.T.C Industrial Area, M.I.D.C, Turbhe, Near JuinagarRailway Station, Navi Mumbai ICICI Securities Limited; 163 BACKBAY RECLAMATION, H. T. PARIKH MARG, Mumbai - 20 IDBICapital Market Services Limited; Mafatlal Centre , 3rd Flr , Nariman Point,Mumbai JM Financial Services Ltd; 2,3,4 Kamanwala Chambers,PM Road, Fort,Mumbai-400 001. Ph:022-2266 5577 - 80, 3021 3500. JM Financial Services Ltd; 1st Floor, Patel House, Next to Bank ofBaroda,M G Road, Vileparle (E), Mumbai-400 057. Ph:022-2613 5202-41-67077440-43. JM Financial Services Ltd; 1st Floor, New PushpanjaliII, Jambli Galli, (Factory Lane) , Opp Chintamani Jewellers, Borivali (West), Mumbai-400 092.Ph:022- 6695 9120 - 23/3021 5400. JM FinancialServices Ltd; 424/425 Kalidas Plaza, V B Lane,Ghatkopar East, Mumbai-400 075.Ph:022-6710 4738/3097 8700. JM Financial Services Ltd;Ground Floor, Anushka, New Link Rd,Andheri (West) Mumbai-400 053 JM Financial Services Ltd; 301, 3 rd Floor, Vardhman Market, Sector17, Above DCB, Vashi ,Navi Mumbai LKP SECURITIES LTD.; BANK OF MAHARASHTRA BLDG., 45/47, MUMBAI SAMACHARMARG FORT, MUMBAI Nirmal Bang securities Pvt Ltd; 201/301, 2nd Floor, Khandelwal House, Podar Road, Near Podar Park, Malad (E),Mumbai Religare Securities Ltd; 301/302, Viraj Towers, Western Express Highway, Andheri (E), Mumbai - 400093 SBICAP Securities Limited;State Bank Of India M.G.Road Ghatkopar East - 400077 SBICAP Securities Limited; C/O Sbi Nri Branch, Maker Chambers -3, Ground Floor,Nariman Point - 400021 SBICAP Securities Limited; Sbi Admin Building Compound, Madam Cama Rd., Nariman Point - 400021 SBICAPSecurities Limited; C/O Sbi Spb Branch, Mumbai Samachar Marg, Gate No 7, Horniman Circle, Fort, - 400001 SBICAP Securities Limited; 2NdFlr, C Wing, Mafatlal Chambers, N.M Joshi Marg, Lower Parel - 400013 Sharekhan Ltd; 10th Floor, Beta Building,Lodha iThink TechnoCampus,Off. JVLR, Opp. Kanjurmarg Station, Kanjurmarg (E), Mumbai – 400 042 Standard Chartered Securities (India) Limited; 2nd floor,Work station -2027 ,23/25 M.G. Road, Fort, Mumbai 400001 MYSORE: SBICAP Securities Limited; C/O State Bank Of India, Mysore MainBranch,P.B.No-204, Motikhana Building, New Sayaji Rao Road - 570024 NAGPUR: IDBI Capital Market Services Limited; 1st Floor, SanskrutikSankul, Next to IDBI BankZansi Rani Square, Sitabuldi, Nagpur SBICAP Securities Limited; C/O Sbi Seva Sadan Branch, 75 Moti MohanComplex Seva Sadan Chowk, C.A.Road - 440018 NASIK: SBICAP Securities Limited; C/O Sbi Spbb Br., Plot No. 56 ,Opp. Wadnagare Bhavan,Thatte Wadi, College Road - 422005 NEW DELHI: Edelweiss Broking Limited; Edelweiss 8-B, 8th Floor, Atma Ram House, Tolstoy Marg,New Delhi- 110001 IDBI Capital Market Services Limited; C/O IDBI BANK Ltd, 51/3 2nd floor Deshbandhu Gupta Road, Opposite KhalsaCollege, karol BaghNew Delhi JM Financial Services Ltd; 5 G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi -110 001.Ph: (011) 4263 5699. Religare Securities Ltd; G-16 ; Ground Floor; Marina Arcade Connaught Place, New Delhi 110 001 SBICAP SecuritiesLimited; Sbi Spb Branch11, Parliament Street - 110001 SBICAP Securities Limited; State Bank Of India Personal Banking Branch, A-15 HauzKhas - 110016 NOIDA: Religare Securities Ltd; A-3/4/5, GYS Global, 2nd Floor, Sector-125, Noida (NCR Delhi) - 201301 Religare SecuritiesLtd; A-3/4/5, GYS Global, 2nd Floor, Sector-125, Noida (NCR Delhi) - 201301 Religare Securities Ltd; A-3/4/5, GYS Global, 2nd Floor, Sector-125, Noida (NCR Delhi) - 201301 SBICAP Securities Limited; C/O State Bank Of India, Sector-26 - 201301 PANJIM: SBICAP SecuritiesLimited; Sbi, Panaji Main Branch Dayanand Bandodkar Marg Near Hotel Mandovi - 403001 PATIALA: SBICAP Securities Limited; State BankOf Patiala Mall Road, The Mall Near Sherawala Gate, Demat Section - 147001 PATNA: IDBI Capital Market Services Limited; Patna BranchOffice, 205, 2nd Floor, Grand Plaza, Fraser Road,Patna SBICAP Securities Limited; C/O State Bank Of India ,Spb Gandhi Maidan,BiscomanBhavan - 800001 PUNE: Edelweiss Broking Limited; Office No.101 to 106, 1st Floor, Siddarth Tower, Behind City Pride Talkies,Kothrud, Pune, Maharashtra 411029 IDBI Capital Market Services Limited; Office No. 32 , 2nd Floor, Building B,Wing C, Shrinath Plaza,Modern College, Shivagi Nagar,pune JM Financial Services Ltd; 205 Business Guild ,Opp. Krishna Dining Hall,Law College Road, Erandawane,Pune-411 004. Ph:020-3987 1601/00/66033720. SBICAP Securities Limited; C/O Sbi Bund Garden Branch, Grale 171/B, 1St Floor, Dp Road -411001 RAIPUR: SBICAP Securities Limited; C/O State Bank Of India,Kutchery Branch,Kutchey Chowk - 492001 RAJKOT: JM FinancialServices Ltd; 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal Commissioner Bunglow, Ramkrishna Nagar, Rajkot -360 007.Ph:0281-3984101/3984000. SBICAP Securities Limited; C/O. STATE BANK OF INDIA, RAJKOT ZONAL OFFICE, OPPOSITE SARDARBAUG, CIRCUIT HOUSE, RAJKOT-60001, GUJARAT. - 360001 SALEM: SBICAP Securities Limited; Sbi Siruthozhil Branch Bank House,No.68 Cherry Road - 636007 SURAT: Edelweiss Broking Limited; 108, Vishwakarma Chambers, B/S Itc, Majuragate, Ring Road, Surat –395002. JM Financial Services Ltd; 407, 4th Floor, 21 Century Business Centre, Near Udhna Char Rasta, Ring Road, Surat-395 002. Ph:0261-3984000. SBICAP Securities Limited; C/O, SBI, GHODDOD ROAD U25-28, MEGH MAYUR PLAZA, OPP JANI FARSAN BHANDAR,PARLE POINT,SURAT – 395007, GUJARAT, - 395001 UDAIPUR: SBICAP Securities Limited; C/O Sbi, Main Branch, 23/C Madhuban -313001 UJJAIN: SBICAP Securities Limited; C/O Sbi Main Branch, State Bank Building, Budhwariya, - 465001 VADODARA: JM FinancialServices Ltd; G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Bank, Alkapuri, Vadodara-390 007. Ph:0265-3984 300. SBICAP

Page 41: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

43NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Securities Limited; Sbi, Alkapuri, R.C.Dutt Road - 390007 SBICAP Securities Limited; C/O. Sbi Mandvi Main Branch, Opp Jamnabhai Hospital,Mandvi, - 390001 SBICAP Securities Limited; C/O. Sbi Makarpura I.E. Branch, Vcci Building, Makarpura - 390010 VARANASI: SBICAPSecurities Limited; C/O State Bank Of India , Bhelupur Branch - 221010 VIJAYAWADA: SBICAP Securities Limited; Sbi ,Governorpet BranchAli Begh Street Governorpet - 520002 VISAKHAPATNAM: JM Financial Services Ltd; Door No 9-1-224/4/3, 1st Floor, Nandan Nirman, CBMCompound, Near Rama Talkies Junction, Visakhapatnam -530 003. Ph: (0891) 3983 800. SBICAP Securities Limited; C/O Sbi Main Branch,Demat Section, Opposite Jail Road Junction, Near Redham Gardens - 530002 WARANGAL: JM Financial Services Ltd; SOMA FINANCIALSERVICES,DRNO16-10-1349 , NEAR PALLAVI HOSPITAL , SHIVA NAGAR , WARANGAL, ANDHRA PRADESH

AXIS CAPITAL LIMITEDAHMEDABAD :Marwadi Shares & Finance, 9/10, Haridarshan Complex, Opp HDFC Bank,ManinagarChaar Rasta,Maninagar,Pin:380008,Marwadi Shares & 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, Jay Yogeshwar Securities, 1, Jawahar Shopping Centre,Nr. BOI, JawaharChowk, Maninagar,Pin:380008, Ph:9428594723, BANGALORE : Axis Capital Ltd, 2A, 2nd Floor, REDIFICE Signature,Hospital Road,Pin:560001, Ph:080-40333222, BHAVNAGAR :Marwadi Shares & Finance, 203-Prithvi Complex. 2nd Floor, Kalanala, Ph:0278-2433713, BHOPAL :Kalpataru Multiplier Ltd, 102-103, Earning Point, MandakiniChouraha, Ph:0755-4276709, Kalpataru Multiplier Ltd, 12-B,Indrapuri, Near SBI, Plant Area Branch, Bhel,Pin:462021, Ph:0755-4261959, Kalpataru Multiplier Ltd, 134-136, Bhopal Plaza, Nr BhopalTalkies, Hamidia Road, Ph:0755-4094059, Kalpataru Multiplier Ltd, E-3/103 Arera Colony, Near Cindrella School,Pin:462016, Ph:0755-4276724,Kalpataru Multiplier Ltd, Hall-2, 1st Flr, Above Central Bk,GTBCmplx, T T Nagar,Pin:462001, Ph:0755-4235726, Kalpataru Multiplier Ltd,Kalpataru House, 18 Itwara,Pin:462001, Ph:0755-4084201, CHENNAI : Axis Securities Ltd, 11, Vijay Delux Apts., 7/4 First Main Road, CITColony, Mylapore,Pin:600004, Ph:044-39184335/4226, Sun ‘N’ Sun Financial Services, 357, Mint Street, 2nd Flr, Sowcarpet,Pin:600079,Ph:044-5395925, HYDERABAD : Axis Securities Ltd, 6-3-650/217B & C, Maheshwari Chambers, 2nd Flr.,Somajiguda,Pin:500082,Ph:040-39893626/30658502, JAIPUR :AshwaniDandia& Co, 7, GopinathMarg, New Colony, Ph:0141-2371603, AshwaniDandia& Co, RoomNo. 236, Jaipur Stock Exchange Building, Malviya Nagar,Pin:302107, Ph:0141- 2371603, 2360790, JAMNAGAR :Varia Securities, Mahavir, 1stFloor, Grain Market,Pin:361001, Ph:0288-2550821, Marwadi Shares & Finance, 433-438, Indraprasth Complex, 4th Flr.,NrNobatkaryalay,Pancheshwar Tower Rd,Pin:361001, Ph:0288-2551763, JODHPUR : Nine Star Broking Pvt Ltd , 112,Parvati Shiv Krupa Tower,1st A-B Road, Sardarpura,Pin:342003, Ph:0291-5150000, MUMBAI : Axis Capital Ltd, 4A/5C, Khatau Bldg., Ground floor, Alkesh DineshModyMarg, Fort,Pin:400001, Ph:022-22677901, ANS Pvt Ltd, A-123/124, satyam Shopping Centre, M G Rd,Ghatkopar (E),Pin:400077,Ph:022-39558604, ANS Pvt Ltd, C/9,Satyam Shopping Centre, M G Road,Ghatkopar (E),Pin:400077, Ph:022-25104141, NEW DELHI : AxisCapital Ltd, 815-816,8th Floor, Ambadeep Building, K.G.Marg,Pin:110001, Ph:011-46769649, PUNE : Axis Capital Ltd, 1248 A, AsmaniPlaza, 1st Floor, Opp Cafe Goodluck, Deccan Gymkhana, Pin:411004, Ph:020-30547125, RAJKOT : Axis Securities Ltd, 703, 7th Floor,Star Chambers, Harihar Chowk,Pin:360001, Ph:9724333149/9427200149, Anil Dhulia, Saket Plaza, 1st Flr.,DrRadhakrishnanRd,HariharChowk,Pin:360001, Ph:0281-2224324/2234719, Marwadi Shares & Finance, Marwadi Financial Centre, 150 Ft Ring Road, Nr Nana Mava MainRoad, ,Pin:360004, Ph:0281-3011195, ANS Pvt Ltd-Arham Fin Centre, Panchnath Main Road, Harihar Chowk,Pin:360001, Ph:0281-2450745,VADODARA : Axis Securities Ltd, 515, Race Course Tower, Pashabhai Park, Race Course,Pin:390007, Ph:9377225295, Jhaveri Securities,136/137,Paradise Complex, Sayajigunj,Pin:390005, Ph:0265-2362027, Kamlesh D Joshi, 57/58, Payal Complex, Opp. Stock Exchange, SayajiGunj,Pin:390005, Ph:0265-2361183/2362057, Mukesh D Joshi, 11, Payal Complex, Opp. Stock Exchange, Sayaji Gunj,Pin:390005, Ph:0265-2363838/2434.

RR EQUITY BROKERS PRIVATE LIMITEDAhmedabad: RR Equity Brokers, 401, Abhijit-1, Opp. Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009 079-40211888, JM Financial Services Ltd G-10, Chinubhai Centre, Gr. Flr, Nehru Bridge Corner, Ashram Road, Ahmedabad -380 009,Ph:079-26576666 – 70, Kotak Securities Limited., 207, 2nd Floor, Sakar-II, Ellisbridge Corner, Ashram Road.P:26587276, SPA Securities Limited401, ArjunAvenue, Near Nutan Nagrik Bank, Opp. Samartheshwar Mahadev, Ellisbridge, Ahmedabad-380006, 079-3001 3800, India Infoline Limited 4thFloor, High Street I, Above promart mall, Law Garden Cross Road, Ahmedabad-380006 Tel No .079-39874071, India Infoline Limited, 2nd Floor,High Street 1, NR. G.L.S. College, Above Pro Mart Mall, LAW Garden Cross Road, Ahmedabad-380006, A K STOCKMART PVT LTD 101,kaivanna, new center point, panchvati circle, off c.g. road, ahmedabad 380 009, 40190440 Karvy Stock Broking Ltd.201-203 Shail; Opp: KarvyStock Broking Ltd. Madhusudhan House,,Near Navrangpura Telephone Exchange Office, Off C.G. Road,Ahmedbad380 006,079,26445235; 27,Suman Tower, Near Hotel Haveli,Sector No.11, Gandhinagar,Ahmedbad382 011,079, 23249943, 23249985; 208 H J House, Near Ram BaugPolice Station,Opp Ioc Petro Pump, Rambaug, Maninagar,Ahmedbad380 008,079,25466548 / 25466654; 1, Millenium Plaza, Opp. MansiTowers,Vastrapur,Ahmedbad380 015,079,26750401 / 26750434; Agartala: Karvy Stock Broking Ltd. Jagannath Bari Road;, Bidur Kotta Choumani,Agartala; Tripura-799001, : 381-2315171 / 2300331 / 9774083512; Ambala: Karvy Stock Broking Ltd.. 5509, nichoson road, adjacent koshospital, ambala cantonement, ambala, 133 001, 0171, 2631324, Amravati: Karvy Stock Broking Ltdshop no.27, gulshan plaza, raja peth, badneraroad, amravati, 444 605, 0721, 2565671. Asansol: Karvy Stock Broking Ltd. 18 g t road, 2nd floor, asansol, 713 301, 0341, 2214623, 2214624,2214625; Ajmer: Karvy Stock Broking Ltd. 2Nd Floor; Ajmer Tower, Kutcheri Road, Ajmer-305001,Ph Ltd. 145-2628055/65/2629055/ 5120725;Aligarh: Karvy Stock Broking Ltd. 1St Floor; Kumar Plaza;, Ramgath Road, Vishnupuri, Aligarh; Uttar Pradesh-202001, Ph : 571-2509106,2509108, 2405571, 2405572;Alwar: Karvy Stock Broking Ltd. 101; Saurabh Towers, Road No. 2, Near Bhagat Singh Circle, Opp. Uit, Alwar-301001, : 144-3291200/300/400 2701574; Agra: SPA Securities Limited, Shop No.-9, 10,11, Block No-17/2/4, Friends Wasan Plaza, Sanjay Place,Agra- 282002, 0562-3058262-239, A K STOCKMART PVT LTD, C/O IKITA GUPTA 9,SBI COLONY,1ST FLOOR,OPP SUBHASH PARK,MGROAD, AGRA,UTTAR PRADESH-282002.7351925461. Karvy Stock Broking Ltd. 17/2/4, 2Nd Floor, Deepak Wasan Plaza,Sanjay Place,(Behind Holiday Inn),Agra282 002,0562,2526660 / 61 / 62 / 63; Allahabad: A K STOCKMART PVT LTD, BLDG C/O PADMAVATIFINANCIAL SERVICES PUNEET TONDON BLDG -28, HASTINGS ROAD, ALLAHABAD UTTAR PRADESH 211001. Tel: 9335143387.Karvy Stock Broking Ltd.2Nd Floor, Rsa Towers, Above Sony Showroom,,57, Sardar Patel Marg, Civil Lines,Allahabad211 001,0532, 2260291/ 92; Aurangabad: A K STOCKMART PVT LTD, SHOP NO C/O ABHIJIT C. BHAIWAL B-2, UDYOG DRUSHTI APARTMENT,GOLWALKAR GURUJI MARG,ULKA NAGARI, AURANGABAD: 431005. 09689915013. Karvy Stock Broking Ltd. Shop No.214/215,Tapadiya City Centre, Nirala Bazar, Aurangabad-431001, : 240-2363530,52,53,54,57, 9665066551; Amritsar: Karvy Stock Broking Ltd.72-ATaylor’s Road,Opp.Aga HeritageGandhi Ground,Amritsar143 001,0183,5053802/3/4/5; Anand: Karvy Stock Broking Ltd.ff-6, Chitrangana,Opp: Karvy Stock Broking Ltd. Motikaka Chawl,Vidyanagar Road, Anand,Anand388 120,02692,248980, 248873, 320394; Bangalore: RREquity Brokers, S-111,Manipal Centre,47,Deckenson Road,Banglore-42 080-42477177, JM Financial Services Ltd 97/4 Residency Rd, Bangalore

Page 42: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

44 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

-560 025,Ph:-080- 30912400/2299 8264/65/66/67, Kotak Securities Limited., ‘Umiya Landmark’–II Flr., No:10/7 -Lavelle Rd. Bangalore, P:66203601, SPA Securities Limited 703-704, 7th Floor, Brigade Tower, 135 Brigade Road, Banglore-560025, 080-4111 7006, India Infoline Limited31/9, Krimson Square, 2Nd Floor, Above Vishal Megamart, Rupena Agrahara, Hosur Main Road, Bangalore-560068, Ph: 080-42618100, IndiaInfoline Ltd Esquire Centre, #9/8, Block No-2C, 2nd Floor, MG Road, MG Road Premia, Banglore-560001, A K STOCKMART PVT LTD, 709/710 5th Floor, Bridge Tower, No – 135, Bridge Road, Bagalore – 560025,080 41117119/22223404. Karvy Stock Broking Ltd.no 54 “YadalammaHeritage” ,Ground Floor Vanivilas Road, Next To Butter Sponge , Basavangudi,Bangalore560 004,080, 26621192 / 93; No 746, First Floor,Krishna Temple Road,Indira Nagar, First Stage,Bangalore560 038,080, 25264344 / 2930 / 3249 / 0945543; A/8, 1St Floor, Khb Colony,(Opp.Microland,,(In Airtel Bldg), 80 Feet Road, oramangala,Bangalore560 095,080,25527301 / 25501647; No.337, Gf-3, Karuna omplex, SampigeRoad, Opp: Karvy Stock Broking Ltd. Vegetable Market, Malleshwaram, Bangalore560 003,080,23314678 / 23314680 / 23467548 /30945549;No.1714, 14/1, 1St Floor, K S S Chambers, (Behind Maruthi Mandir) 21St Main Road, Vijayanagar,Bangalore560 040,080,23119028/ 9041 / 9040; 2019/A, 1St Floor, 3Rd ‘B’ Corss,B’ Sector, Yelahnaka New Town, ,Bangalore560 064,080,28562726/ 2729 32913110 / 3502;Belgaum: Karvy Stock Broking Ltd. fk-1, khimajibhai complex, ambedkar road, opp: Karvy Stock Broking Ltd. civil hospital, belgaum, 590 001,0831, 2402544. Bilaspur: Karvy Stock Broking Ltd. shop no.201/202, first floor, v r plaza, link road, bilaspur, 495 001, 07752, 406701, 236466,236420. Bokaro: Karvy Stock Broking Ltd. b-1, first floor, city centre, near sona chandi, sector - 4, bokaro steel city, bokaro, 827 004, 06542,233330, 233331, 233332. Burdwan: Karvy Stock Broking Ltd. birhata (halder complex), 63, g t road, burdwan, 713 101, 0342, 2550801 / 0840/ 0219; Balasore: Karvy Stock Broking Ltd. M S Das Street; Gopal, Post & District ; Balasore, Orissa-756001, : 6782-265496/309233Begusarai: Karvy Stock Broking Ltd. Hotel Diamond, Surabhi Complex;, Near Ioc Township Gate; Kapasia Chowk, Begusarai; Bihar-851117,: 6243-243696; Bhatinda: Karvy Stock Broking Ltd. 2047-A, 2Nd Floor, Above Max New Yark Life Insurance,, The Mall Road, Bhatinda-151001, : 164-5006725 To 727 / 2239521 / 2239522; Baroda: India Infoline Limited GF-14/15,Amrapali Complex Water Tank Road, Karelibaug,Vadodara-390018. Tel No -: 0265-3018261, India Infoline Limited 3rd Floor, Bhagwan Chamber, Opp. Circuit House, Alkapuri , Baroda – 390007.Bareilly: Karvy Stock Broking Ltd.1St Floor, 165, Civil Lines,Opp.Hotel Bareilly Palace, Near Rly Station,Bareilly243 001,0581,2310470;Bharuch: Karvy Stock Broking Ltd.ff 47/48 Aditya Complex,,Opp. Kasak Fuwara,Bharuch392 001,02642,225207 / 08; Bhilai: Karvy StockBroking Ltd.shop No.138, ,New Civic Centre,Bhilai490 006,0788,2295329 / 37 / 32 / 3097477; Bhopal: Karvy Stock Broking Ltd.kay KayBusiness Centre,133, Zone 1, Mp Nagar,Bhopal462 011,0755,4092712, 4092714, 4092704; Bhavnagar: A K STOCKMART PVT LTD, C/OSiddharth Udaybhai Sarvaiya B/11-12, Radheshyam Complex, Below Idbi Bank, Waghawadi Road, Bhavnagar: 364002. 094262 37374. : KarvyStock Broking Ltd.g-1, Gitanjli Complex, Opp - B - Division, Police Station,Opp -B-Division, Police Station, Kala Nala,Bhavnagar364001,0278,6454004; Bhilwara: A K STOCKMART PVT LTD, C/O Anil Kumar Ladha 1-N-58,R.C.Vyas Colony,Near Water Tanki, Bhilwara311001 Rajasthan.9829244797. Bhubaneshwar: Integrated Enterprises (India) Ltd 39 F, I Floor, Kalika Jewellery and Sons, Ashok Nagar,Bhubaneswar – 751009, Phone : 2530613 / 2530614, India Infoline Limited SOMI PALACE 1st Floor, Plot No-M5/17,Acharya Vihar, Bhubaneswar-751013 Tel No. 0674-2376414 , A K STOCKMART PVT LTD, C/O Pr Financial Consultants Pvt Ltd Prabir Kumar Rath 18, Bapuji Nagar,Bhubanswar - 751009, Odisha. Karvy Stock Broking Ltd.624, Saheednagar,First Floor,Bhubaneshwar751 007,0674,2511011 - 14, 2547531 / 32/ 33; Calicut :Karvy Stock Broking Ltd.first Floor, Savithri Building, Opp.Fatima Hospital, Bank Road,Calicut673 001,0495,2760882 / 2760884/ 2760883; Chandigarh:RR Equity Brokers, SCO-222-223,Gr. Floor,Sector-34A, Chandigarh 0172-2624896, SPA Securities Limited 1st Floor,Sco-307, Sector-38-D, Chandigarh- 160009, 0172-4678545, India Infoline Limied 3015/16, 2nd Floor, Sec 22D, Opp Kishan Bhawan, Chandigarh-160022.Tel No. 0172- 4650980 Karvy Stock Broking Ltd.sco 371-372, Above Hdfc Bank,Sector 35-B,Chandigarh160036,0172,5071726, 5071727,5071728 / 5079702Chennai: RR Equity Brokers, 3rd Flr.,Percision Plaza,New -397, Teynampet, anna Salai, Chennai- 600018 044-42077370/71,JM Financial Services Ltd Gee Gee Crystal - 5th Floor, 91-92. Dr.Radhakrishnan Salai, Mylapore, Chennai -600 004, Ph:044-4225 5666, KotakSecurities Limited., GRR Business Center, No.21, Vaidyaraman Street, T Nagar, Chennai, P:66462000, SPA Securities Limited old No.2, NewNo.3, Kandaswamy Street, Chandrabagh Avenue, Off R K Salai, Mylapore, Chennai-600004, 044-43993530, India Infoline Limied Tower No-143, MGR Salai, Near To Life Line Hospital Perungudi, Chennai-600096 Tel No. 044-43982650, India Infoline Limied Ganesh Complex, 2nd

Floor, 393/280, Annasalai Teynampet, Chennai-600018, A K STOCKMART PVT LTD, 17a, 1st Floor, Wellington Estate, Ethiraj Salai, Egmore,Chennai – 600006 ; 04442147213 Karvy Stock Broking Ltd.f-3 Adyar Business Court, Old No 5,,New # 51, Gandhi Nagar First Main Road,Adayar,Chennai600 020,044,42116586, 42116587, 42076803; Ac 155, 6Th Main Road,Near Khm Hospital,Anna Salai,Chennai600040,044,26224482, 42103538, 42026482; No 77A,Radha Nagar Main Road, Chromepet,Chennai600 044,044,22653604, 22653605, 22653607;F-7 & 8, 3Rd Floor, Mahbubani Towers, ,No. 48, Dr. D N Road, T. Nagar,Chennai600 017,044,42076808 / 09 / 30 / 42067836 / 31; No 48, IstFloor,Ist Main Road, Nanganallur,Chennai600 061,044,42056266 / 267 / 68; F 22, Prince Towers, Purasawalkam HighRoad,Purasaiwakkam,Chennai600 10,044,42042567 / 568 / 42041904; Sundar Krishnaplaza, 3Rd Floor, ,No.8, Luckmodoss Street,Sowcarpet,Chennai600 003,044,42051557/ 1471/ 1412; 33/1, Venkataraman Street ,T Nagar,Chennai600 017,044,28155967 / 28153658; DoshiGardens, Shop No.10,2Nd Floor D-Block No. 174 N.S.K Salai,Chennai600 026,044,42013425 / 27 42013002 / 42048307; COIMBATORE:Karvy Stock Broking Ltd.”Jaya Enclave” 1057/1508,Avanashi Road,Coimbatore641 018,0422,4291000 – 30; Ground Floor, , 29/1, ChinthamaniNagar,N S R Road, Sai Baba Colony,Coimbatore641 011,0422,2452161 / 162 / 163; Kotak Securities Limited., 1st Floor, Red rose chamber,1437,Trichy road.P: 6699666; A K STOCKMART PVT LTD, C/O Vssl Stock Broking Private Limited S.Lakshmanasamy 85-C, L.G.Arcade,Sengupta Street, Ramnagar,Coimbatore-641009. 9843144212. Cuttack: Karvy Stock Broking Ltd.opp.Jaganath Petrol Pump,Arunodya Market,Link Road,Cuttack753 012,0671,2332680 / 81 / 3110827 / 3109972 /2613906; A K STOCKMART PVT LTD, C/O Biswa Prasad Das 2ndFloor,Kb Complex,Station Road,Near Hp Petrol Pump,College Square,Cuttack,Odisha-753003.0671-2549715/2548715, 9338089590,6991247;A K STOCKMART PVT LTD, C/O Vikash Srivastava Kaibalya Kaibalya ,1st Floor, Link Road, Above Ing Yasa Bank, Cuttck, Orissa,753012.Dehradun: RR Equity Brokers, 56, 1st Floor, Rajpur Road,Opp. Madhuban, Dehradun, Uttaranchal- 248001 0135-3258181, A K STOCKMARTPVT LTD, C/O Sterling Portfolio & Leasing 202, Neelkanth Complex, 43, Rajpur Road, Dehradun-248001 Uttaranchal.09837003530. KarvyStock Broking Ltd.48/49, Patel Market, Opp: Karvy Stock Broking Ltd. Punjab Jewellers,Near Gandhi Park, Rajpur Road,Dehradun248001,0135,2713351 / 2714046 ; Kaulagarh Road, Near Sirmour Marg,Dehradun248 001,0135,2754334, 2754336; Dhanbad: Integrated Enterprises(India) Ltd Shri Ram Plaza, 3rd Floor, Shop No.308, Bank More, Dhanbad -Jharkhand - 826001.Phone : 2300737 / 2304331 / 2307635, A KSTOCKMART PVT LTD, C/O POONAM AGARWAL NARAYANI SEC,307,SAI RAM 09864014385 LAZA,BANK MORE, DHANBAD826001. Durgapur: Karvy Stock Broking Ltd. old dutta automobile building, 1st floor, benachity, malancha road, durgapur, 713 213, 0343,2586375 to 77; Erode: Karvy Stock Broking Ltd.no.4, Kmy Salai, Veerapan Traders Complex,Opp: Karvy Stock Broking Ltd. Erode Bus Stand,Sathy Road,Erode638 003,0424,2225601 / 03 / 15 / 16 / 17 / 24; A K STOCKMART PVT LTD, C/O Had Best Financial Service 139,Nsa Nagar,1st Floor Sankar Nilayam, Near Club Melange, Perundurai Road,Erode- 638011.9865267766. Faridabad: RR Equity Brokers, Shop No. 55, 1stFloor, Near Flyover,Neelam Chowk,NIIT, Faridabad - 121001, Haryana 0129-02427361 Gandhidham : A K Stockmart Pvt Ltd, C/O M/S.Global Investment Chintan Chheda ,D B Z. – South – 170, Gandhidham – Kachchh,Pin. : 370201 Karvy Stock Broking Ltd. a-2b, 1st floor, neelambata road, nit, faridabad, 121 001, 0129, 4181000.Ghaziabad: RR Equity Brokers, 114, Satyam Complex, Raj Nagar DC, Raj Nagar, Ghaziabad

Page 43: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

45NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

- 201002, Uttar Pradesh 0120-2828090, A K STOCKMART PVT LTD, C/O Khullar Payal Khullar ,R13/111,Raj Nagar,Ghaziabad,Up.09810236377. Karvy Stock Broking Ltd.1St Floor, C-7, Lohia Nagar ,Ghaziabad201 001,0120,2701886 / 2701891 / 2700594; Goa: India InfolineLimied Alfran Plaza , 2Nd Floor, No S - 59/60,M.G.Road, Near Don Bosco School, Panaji, Goa -403001 Tel No. 0832-2220011/12/13/14Gorakpur: Karvy Stock Broking Ltd.above V.I.P. House,Adjacent, A.D. Girls College, Bank Road,Gorakpur273 001,0551,2346519 / 2333825 /2333814 /5513297816 /17/19; A K STOCKMART PVT LTD, C/O Dhiraj Kumar Gupta 1st Floor,Ram Govind Complex,Opp Raj Cinema,SumerSagar Road, Gorakhpur, Up- 273001. 09305903555, 07897820804, 0551-2205986. Guwahati: A K STOCKMART PVT LTD, C/O AmitInvestment Ratanlal Jain 1st Floor, Room No.1,Kamakhya Umananda Bhawan,A.T. Road, Guwahati, Assam-781001. A K STOCKMART PVTLTD, C/O Shree Salasar Capital Market Nitin Jain Brand New Day,Bhagaban Bharali Complex,Near Kotak Mahindra Bank,G S Road, Guwahati-781007. 09678008140; A K STOCKMART PVT LTD, C/O Paras Mal Jain Saraf Bldg Annex R No 5, 3rd Floor, At Road Guwahati 781001Assam. 9864014385; Gurgaon: Karvy Stock Broking Ltd.shop No 18, Near Huda Office, Ground Floor, Opp. Akd Office,Sec.14, Old DelhiRoad, Near Madras Restaurant,Gurgaon122 001,0124,4086419/ 3243535; Hissar:A K STOCKMART PVT LTD, C/O Indrawati Sharma Bld-22-24,Pushpa Complex Hissar 125005 Haryana.9812090450 Hyderabad: JM Financial Services Ltd 9-10, Uma Chambers,3rd Floor, Banjara Hills,Hyderabad -500 034, Ph:040- 6636 0009/10/12/46, Kotak Securities Limited., 9-1-777, 4th Flr, Beside ITC Bldg, S D Rd, (LANE Opp to DBRDiagnosis), Hyderabad, P:65326394, SPA Securities Limited No 6-3-1109/5 & 6, 2nd Floor, G S Mall, Sumaji Gudda, Hyderabad-500082,040-44331300, India Infoline Ltd, D.No. 5-9-22/B/501, 5th & 6th Floor, My Home Sarovar Plaza, Secretariat Road, Hyderabad-500004. Tel No. 040-44889630, India Infoline Limited, My Home Sarovar Plaza, Secretariat Road, Hyderabad-04, A K STOCKMART PVT LTD, Office No 1, 2nd

Floor, M.C.H Premises No : 6-3-249/6,Alcazar Plaza & Towers , Road No. 1, Banjara Hills, ,Hyderabad – 500034, 040 66759862 Karvy StockBroking Ltd.21 , Avenue 4,Street No.1, Banjara Hills,Hyderabad500 034,040,23312454 / 23320251; 15-6-464/470, 1St Floor,Salasar Complex,(Near Fish Market), Begum Bazar,Hyderabad500 012,040,23433100; 1St Floor, Plot No.2, 1-1-128/B, Chanda Nagar,Serilingampally, NearBhel,Hyderabad500 050,040,23030028, 23030029, 23433126/132; Vijetha Golden Empire, Flat No. 103, First Floor,H No.16- 11-762/762B & C,Beside Anadal Nilayam, Moosarambagh,Hyderabad500 036,040,23433116 / 117 / 135 134 / 136; 3-5-890, Paras Chambers,Plot No.14-15,Ground Floor, Himayat Nagar,Hyderabad500 029,040, 23388771, 23388772; Sai Vikram Towers, 1St Floor, Kukatpally Main Road,NearKukatpally Bus Stop, Kukatpally,Hyderabad500 072,040,23433137/119; Hubli: India Infoline Ltd, 1st Floor, Sona Chambers, Club Road,HUBLI-580029, . A K STOCKMART PVT LTD, C/O Uttamchand Oswal ,Oswal Fund Houseu, Near Karnataka Bank, New Cotton Market,Hubli-580029. 9243281200. Indore: JM Financial Services Ltd UG-7 & 8, Ground Floor, D M Tower, ,21/1, Race Course Road,Indore-452 004,Ph:0731-3072111/4262111, Kotak Securities Limited., 314, Citi Centre, 570, M.G. Road.P:2537336, : A K STOCKMART PVT LTD, C/OHarish Agrawal 206,Gold Arcade,3/1 New Alasia, Indore, Madhya Pradesh. Jaipur: RR Equity Brokers, 7,Katewa Bhawan,Opp. Ganapati Plaza,MI Road,Jaipur- 302001 0141-3235456, JM Financial Services Ltd G -7 & G-8, Brij Anukamba, Plot No.K-13, Ashoka Marg, C-Scheme, Jaipur-302 001, Ph:0141-3984400, SPA Securities Limited, Prime Plaza, 26 Gopal Bari, Oppsite. Vidhayak Puri Police Station, Khasakothi, Jaipur-302001, 0141-4260000/29, India Infoline Ltd 5Th Floor, City Mall, Bhagwandas Road, (Near To Rajmandir Cinema) Jaipur -302001, Tel No.0141-3063301, India Infoline Ltd 50, JDA MARKET, Mansarovar Link Road, Hans Marg, Gopalpura Byepass, Jaipur-302018 Tel No. 0141-3085032, SMC Global Securities Ltd. 401, fourth Floor, Shyam Anukampa, Opp HDFC BANK, Ashok Marg, C scheme, Jaipur, Ph No:9001799686, A K STOCKMART PVT LTD, C/O Hem Securities Ltd Babita 203 Jaipur Tower, M.I Rd Jaipur 302001 , Rajasthan. 9352658239;Karvy Stock Broking Ltd.s-16/A, Land Mark, 3Rd Floor,Opp Jai Club, Mahaveer Marg, C Scheme,Jaipur302 001,0141,2378703 / 604 / 605 /2363321Jamnagar: A K STOCKMART PVT LTD, C/O Alpesh N Dattani ,2-A, Second Floor, Avantika Complex, Limda Lane, Jamnagar:361001. 9825228010. Jamshedpur: Integrated Enterprises (India) Ltd. Shop No.8, Meghdeep Apts, H No.5, Line No.2, Q Road, Bistupur,Jamshedpur, Pincode - 831001, Jharkhand, Phone : 2756319 / 2756321, SPA Securities Limited 302 Shreejei Arcade, 76 Pennar Raod, Jamshedpur-831001, 0657-3207821, India Infoline Ltd 1st Floor, Tiweri Bechar, Bistupur, Jamshedpur-831001, Tel No. 09771435523, : A K STOCKMARTPVT LTD, C/O Alok Kumar Agarwal Binapani Trade Centre, Sf-1, 2nd Floor, Sakchi, Jamshedpur, 831001.09334053272; Jodhpur: A KSTOCKMART PVT LTD, C/O Virendra Mehta ,204, Poonamcomplex,Sardarpura,3rd Road Jodhpur 342003 Rajasthan. 9414145124. Kannur:A K STOCKMART PVT LTD, C/O Spfl Securities Limited Neeraj Jain Ground Floor, 2g Kan Chamber, 14/113, Civil Lines Kanpur Up.:9335017410. Kanpur: SPA Securities Limited Office No. 226 B, 2nd Floor, City Center, The Mall, Kanpur-208001, 0512-23911231, IndiaInfoline Ltd, MCS Building, 96-5, Chunniganj The Mall, Kanpur UP-208001, Kochi: Kotak Securities Limited., 40/1400, 11th Floor, EnsignEnclave, Jos Junction, M.G. Road, P: 2377386, India Infoline Ltd 2Nd Floor, Sana Tower, M.G.Road, Jose Junction, Kochi -16, Tel No. 0484-4028071, A K STOCKMART PVT LTD C/O Robins India Capital Management Pvt. Ltd Manoj 39/9917 3rd Pullath Business Centre KurishupallyRoad Ravipuram 682015 080-89072350/ 09605612898, A K STOCKMART PVT LTD, Access Finserve Access Finserve Mr. Ramesh A ,CivilLine Road, Opp. Padivattom Bust Stop, Edapally P.O. Kochi, Kerala- 682024.04844041113,09287280473; A K STOCKMART PVT LTD, Mr.Sangeeth Kumar K S Cc27/3005,Girinagar Club Road,Girinagar, Kadavanthara ,Kochi- 682 020. 04846406407,08943333601. Kolkata: RREquity Brokers, 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017 033 22802963/22806878, Integrated Enterprises (India) Ltd. No. 210,A-Wing,2nd Floor, 24.Hemanta Basu Sarani, Mangalam, Kolkata – 700001, Phone: 22310556 / 22310557 / 22310558, Integrated Enterprises(India) Ltd. D/122, Ramgarh, P.O.Naktala, Garia Ganguli Bagan, Kolkata – 700047, Phone:24290552 / 24290553/ 24290554, Integrated Enterprises(India) Ltd. BA-37, Sector -1, PNB Island, Kolkata- 700 064, Phone : 23580900 / 23580890, Integrated Enterprises (India) Ltd. Flat No.1-B, 4CLansdowne Place, Opp. Road of Ramakrishna Mission Hospital, Kolkata - 700 029. Phone : 24746400 / 24742705, JM Financial Services LtdKankaria Estate, 8th Flr, 6th Little Russell Street, Kolkata- 700 071,Ph: 033-3987 0330, Kotak Securities Limited., 5th Floor, Apeejay House,Block ‘B’, 15, Park Street, Kolkata, P:22273999, SPA Securities Limited Diamond Chambers Room No-80, 8th Floor, 4 Cowringhee Lane,Kolkata-700016, 033-22521537, India Infoline Ltd Zonal Off, 1, Shakespere Sarani, Acmarket, 5Th Floor, Kolkata -700071, Tel No 033-64590742, India Infoline Ltd Zonal Off, 1 Shakespere Sarani, AC Market, Theatre Road, 9th Floor, Kolkata -700071, SMC Global Securities Ltd.18, Rabindra Sarani, Podder Court, Gate NO 4, 5th Floor, Kolkata -700001, Ph No: 09933664479, A K STOCKMART PVT LTD, 1408,OmTowers,14th Floor,32, J L Nehru Road , Kolkata – 700071; 033 22882644. A K STOCKMART PVT LTD, 76 Chitrakoot, 7th Floor, 230a Ajc BoseRoad,Kolkata 700020. 0657-6540 555/7739 555500 ; A K STOCKMART PVT LTD, 1, Gulati Complex, In Front Of Milkhiram Market; KarvyStock Broking Ltd.49, Jatin Das Road,Near Deshpriya Park,Kolkata700 029,033,24634787 - 89 / 24647231/32 / 4891 / 24650308; 22N/1, BlockA,New Alipore,Kolkata700 053,033,24576203-05 / 2407 0992 / 2445 0108; P-335, Cit Scheme No. Vi M,~,Kolkata700 054,033,23648927 ;23628486; Ad-60, Sector - 1,Salt Lake,Kolkata700 064,033,23210461 - 64 / 0587 / 23344140; Lucknow: RR Equity Brokers, G-32,ShriramTower,13-A, Ashok Marg, Lucknow- 226001 0522- 4057612, Integrated Enterprises (India) Ltd. 207 - A, 2nd Floor, Saran Chambers II, 5, ParkRoad, Lucknow - 226 001, Phone : 2235736 / 2236766, A K STOCKMART PVT LTD, 209,2nd Floor, Saran Chamber 5 Park Road Lucknow226005 4103070 Master Capital Services Ltd, 602, 6th Floor, Ratan Square 20-A Vidhan Sabha Marg-226001, 9839994447; Karvy Stock BrokingLtd.94, Mahatma Gandhi Marg,Opp: Karvy Stock Broking Ltd. Governor House, Hazratganj,Lucknow226 001,0522,2236819-28, 3817001(Rim); Hig 67, Sector E,Aliganj,Lucknow226 016,0522,2329419, 2329938/39; K S M Tower, Cp 1, ,Sinder Dump, Alambagh,Lucknow226005,0522,2453168/158 / 176; 24, Usha Sadan, Prem Nagar,Ashok Marg,Lucknow226 001,0522,3213183,; Tej Krishan Plaza, 313/9,Khun Khunji

Page 44: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

46 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

Road, Chowk,,Lucknow226 003,0522,2258454 / 455 / 456; Shivani Plaza, Khunkhunji Plaza, ,2/54, Vijay Khand, Gomtinagar,Lucknow226010,0522,2391664/65 / 2391280; Madurai: A K STOCKMART PVT LTD, C/O Easy Investments ,46/1, 1st Floor, Main Road, Kk Nagar,Madurai-625020. 09944193339,9366696000. MANDYA: A K STOCKMART PVT LTD, Shri Sainik Financial Solution ,Ist Floor, M Lingaiah Building,Mandya–571401,(Karnataka)-9448464388. MANGALORE: Kotak Securities Limited., No.4, 3rd Floor, The Trade Centre, Jyoti Centre, BuntsHostel Road, Near Jyoti Circle, P: 424180 , A K STOCKMART PVT LTD, C/O Arunanjali Securities Norbert Shenoy, Urwa Church SchoolComplex, 1st Floor, Ladyhill, Kuloor Ferry Road Urwa, Mangalore-575006.9686929141/9880100798; Meerut: SPA Securities Limited J-260,2nd Floor, Abu Plaza, Abu Lane, Meerut-250001, 0121- 40181403, India Infoline Ltd 2Nd Floor, Above HDFC Bank, 381 Westwern KacheriRoad, Meerut-250002. Tel No. 0121- 40161777 Mumbai: RR Equity Brokers,18 First Floor,105 Bombay Samachar Marg, Fort, Mumbai-400023 022-40544201/224, RR Equity Brokers, 133A, Mittal Tower, A Wing, 13th Floor, Nariman Point, Mumbai- 400021 9324804084, LKPSecurities Ltd., Bank Of Maharashtra Bldg., 45/47, B S Marg, Fort, Mumbai- 400001, Nirmal Bang securities Pvt Ltd, 201/301, 2nd Floor,Khandelwal House, Podar Road, Near Podar Park, Malad (E), Mumbai-400097, 7738380315, Sharekhan Ltd 10th Floor, Beta Building,LodhaiThink Techno Campus,Off. JVLR, Opp. Kanjurmarg Station, Kanjurmarg (E), Mumbai – 400 042. 022-0226116, JM Financial Services Ltd 2,3,4Kamanwala Chambers, Sir P M Road, Fort,Mumbai 400 001, Ph:022-2266 5577 - 80, 6633 3030/3021 3500, JM Financial Services Ltd 1st Floor,Patel House, Next to Bank of Baroda, M G Road, Vileparle (E), Mumbai400 057, Ph:022-2613 5202-41-67077440-43, JM Financial Services,Office No.2, 1st Floor,Patel Shopping Center, Near Malad Subway, Sainath Road,Malad (West ),Mumbai -400064. Ph: 022-288 22 831 / 32 /34,JM Financial Services Ltd1st Floor, New Pushpanjali II, Jambli Galli, (Factory Lane) , Opp Chintamani Jewellers, Borivali (West), Mumbai 400092 Ph:022- 6695 9120 - 23/3021 5400, JM Financial Services Ltd 424/425 Kalidas Plaza, V B Lane, Ghatkopar East, Mumbai 400 075, Ph:022-6710 4738/3097 8700 , JM Financial Services Ltd Ground Floor, Anushka, New Link Rd, Andheri (West) Mumbai-400 053, Ph:022- 66191600/612 , IDBI Capital Market Services Limited Mafatlal Centre , 3rd Flr , Nariman Point, Mumbai 40002191+22-43221212 /43221202/4322 1143,Kotak Securities Limited., 32, Gr Flr., Raja Bahadur Compound, Opp Bank of Maharashtra, Fort, Mumbai-400 023.Tel:22655074, SPA SecuritiesLimited 101-A, 10th Floor Mittal, Court A-Wing, Nariman Point, Mumbai-400021, 022-40439000, India Infoline Limited, IIFL House, PlotNo.B-23, Road No.16, Thane Wagle estate, Thane (W)-400604, Tel No. 41035273/74/41030211, India Infoline Ltd Off No-1A, Building No 105, Opp.Bharat House, Mumbai Samachar Marg, Fort, Mumbai 400001, Tel No. 8898073617/022-49142100, Almondz Global Securities C/o. 9, CrescentChambers, 2nd Floor, 56 Tamarind Lane, Fort, Near BSE, Mumbai 400 001, Ph:022-22618137, SMC Global Securities Ltd. 258, Perin NarimanStreet, First Floor, Fort, Mumbai -400001, Ph No-09821111219, 9930055430, Prabhudas Lilladhar Sadhana House, 3rd Floor, 570, PB Marg,Behind Mahindra Tower, Worli Mumbai-400018, Tel: 022-66322222/91, A K STOCKMART PVT LTD, 30-39, Free Press House, 4th Floor, FreePress Journal Marge, Nariman Point Mumbai 400021, Karvy Stock Broking Ltd.7&8, Eric House, Ground Floor, 16Th Road,Chembur GymkhanaRoad, Near Ambedkar Garden, Chembur,Mumbai400 071,022,25209335, 25209336, 25209337, 25209338; 101 Sapna Building, Above IdbiBank,S K Bhole Marg, Dadar West,Mumbai400 028,022,24329763, 24322158, 24324378, 24329738, 24324662; Jeevan Udyog Bldg, AboveKhadi Gram Udyog,,Opp Citi Bank, Dn Road, Fort,Mumbai400 001,022,22031601/02/03/04; 29, Patel Shopping Centre, Wst Floor,Opp.Foodland Restaurant Sainath Road, Malad (West),Mumbai400 064,022,28824241 / 28828281 / 28895159 / 28891077; 7, Andheri IndustrialEstate,Off: Karvy Stock Broking Ltd. Veera Desai Road,Andheri (West)400 053,022,26730799 / 843 / 311 / 867 / 153 / 292; 115, Arun Chambers,1St Floor,Next To A/C Market, Tardeo,Mumbai400 034,022,66607042 / 66607043; 103, 1St Floor, Jeevan Chaya Bldg., ,Ram Maruti Road,Naupada ,Thane (West)400 602,022,25446124 / 25446121; MUZAFFAR NAGAR: A K STOCKMART PVT LTD, C/O Mani Kanta Jain ,15-D,Vakil Road,New Mandi, Muzaffarnagar, Uttar Pradesh-251001.9837464013. MYSORE: A K STOCKMART PVT LTD, C/O MoneylineSanjag J Office No 2, 1st Flopr, Kannada Sahithya Bhavan Road, Vijayanagar 1st Stage, Mysore 570017. 0821-4260364/ 9986201007/09886383744.NAGPUR: A K STOCKMART PVT LTD, C- C/O Om Apex Investments Services Pvt. Ltd. G V Iyer ,1,Yugdharam Complex, Central BazarRoad, Ramdas Peth, Nagpur-440010. 9822203500/09225000000. Nashik: India Infoline Limited 10 & 11, Viraj Corner, Canada Corner, Nashik-422005, Tel No. 0253-3918750 Navi Mumbai: JM Financial Services Ltd 301, 3 rd Floor, Vardhman Market, Sector 17, Above DCB, Vashi , NaviMumbai,Ph: 27896026/ 61716200 New Delhi: RR Equity Brokers, 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi – 110055 011-23636363/62, RR Equity Brokers, 105, Pratap Bhawan , Bahadur Shah Zafar Marg, New Delhi - 110001 011- 49505500,41509018, RR EquityBrokers, N-24 - 25, Connaught Place, New Delhi - 110001 011- 41523306, 46308803, 41523229, RR Equity Brokers, 106, Pankaj Chambers,Preet Vihar Community Centre, Delhi - 110092, 011-42421238-39, 49504400, Integrated Enterprises (India) Ltd. UG - 30, Suneja Towers - II,District Centre, Janakpuri, Newdelhi - 110 058, Phone : 45170345 / 45170346, Integrated Enterprises (India) Ltd. 1691 / 36, (I Floor), Arya SamajRoad,(Opp. to Satbhrawan School), Naiwala,Karol Bagh,New Delhi-110 005, Phone : 45170331 to 45170335, Integrated Enterprises (India) Ltd.No. 316, 3rd Floor, Hemkunt Chambers, Nehru Place, New Delhi - 110 019, Phone : 46681444 / 46681445, Integrated Enterprises (India) Ltd. 204,Sagar Plaza, Next to Coffee Home, Laxmi Nagar District Centre,New Delhi – 110092,Phone : 47587168 / 47587169, JM Financial Services Ltd,5G&H, 5th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi 110 001,Phone (011) 4263 5699, Kotak Securities Limited., 202-217, 2ndFloor, Ambadeep Building, 14, Kasturba Gandhi Marg, New Delhi, P:66313131, SPA Securities Limited 25 C Block, Community Center,Janakpuri, New Delhi-110058, 011-45675500/45586600, India Infoline Limited 71/3, 1St Floor, Rama Road, Najafgarh Road, Above Dhl Bldg,Motinagar New Delhi-110015, Tel No. 011-42965037, India Infoline Limited 71/3, 1st Flr Najafgarh Road, Industrial Area , New Delhi -110015,011-49315057, Almondz Global Securities Ltd 2nd Floor, 3, Scindia House, Janpath, New Delhi – 110 001, Ph: 011-41514666-69, SMC GlobalSecurities Ltd. 17 , Netaji Subhash Marg, Opp. Golcha Cinema Daryaganj, New Delhi-110 002, Ph No-9818620470, 9810059041, A K STOCKMARTPVT LTD 609, 6th Floor, Antriksh Bhawan, 22 Kasturba Gandhi Marg, Connaught Place, New Delhi 110001 : 01123739628. Karvy Stock BrokingLtd.105-108, Arunachal Building,19, Barakhamba Road, Connaught Place,New Delhi110 001,011,23324401 / 23324409/43509200; 110-112,First Floor, Suneja Tower I,Janak Puri District Centre,New Delhi110 058,011,41588242 / 41511403 / 25547637; 23, Shivaji Marg,Motinagar,NewDelhi110 015,011,45436371 /41428630 /41428562 /259288505; 301, Vishal Bhavan,95, Nehru Place,New Delhi110 019,011,26447065 / 26447066/ 41617868; B 2 Dd A Market, Shop No 50,First Floor, Paschim Vihar,New Delhi110 063,011,25263901 / 25263903 / 42321024; 104, 1St Floor,Nanda Devi Towers,Prashanth Vihar, Central Market,New Delhi110 085,011,27864193 / 27864281 / 27864377; Noida: RR Equity Brokers, P-5,Sector - 18,Noida- 201301, Uttar Pradesh 0120-4336992, A K STOCKMART PVT LTD, C/O Shipra Rai Wealth Direct,Sf-20 2nd Floor, AnsalFortune Arcade,Sector- 18, Noida,Up-201301. Karvy Stock Broking Ltd.307, Jaipuria Plaza, D-68A,2Nd Floor, (Opp Delhi Public School)Sector 26,Noida201 301,0120,2539271, 2539272; Patna: Integrated Enterprises (India) Ltd. No.313, Jagat Trade Centre, Fraser Road, Patna 800001,Phone : 2205943, SPA Securities Limited 301 A, 3rd Floor, Bhuwneshwar Plaza, Near Magadh Stock Exchange, Patna-800001, 0612-3249356/57, India Infoline Limited 2Nd Floor, Ashiana Chamber, Block ‘A’, Exibition Road, Opp.Republic Hotel, Patna -800001, Tel No. 0612-6455416 Pune: JM Financial Services Ltd 205 Business Guild ,Opp. Krishna Dining Hall, Law College Road, Erandawane, Pune 411 004,Ph:020-3987 1601/00/66033720, SPA Securities Limited 5 Shankar Smiriti, Second Floor, Next To Kaka Halwai, Prabhat Road, Lane Number 9/3, 39/25Erandwna, Off Kary Road, Pune-411004, 020-30223276, India Infoline Limited 5Th Floor, Lohia Jain It Park, Chandani Chowk, Paud Road,Pune-411038. Tel No 020-30913423/020-30913414, India Infoline Limited 5th Floor, Lohia Jain IT Park, Survey No- 150/A/1+2, Plot No-1 Paud

Page 45: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

47NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

The Trading Members shall accept Application Forms only in such cities/ towns where the banking branches (escrow banks) areavailable. Details of such branches of the Escrow Banks where the Application Form along with the cheque/ demand draft submittedby a Non ASBA applicant shall be deposited by the Trading Members are available on the websites of NSE and BSE at www.nseindia.comand www.bseindia.com, respectively.

Sr. Syndicate ASBA Branch Address Contact Person Contact Number FaxNo. Bank1 Axis Bank Centralised Collections and Payment Hub (CCPH)9th Floor, Solaris, Mr Kirit Rathod, Vice President 022-40754981/82/83/ 022-40754996

C-Wing Opp L&T Gate No 6, Saki Vihar Road, Powai, Mumbai – 400072 98208508292 State Bank of Gunfoundry, Hyderabad Sri Ashok Kulkarni 040-23387325 040-23387743

Hyderabad3 Corporation Bank Capital Market Branch, Ist Floor, Earnest House, NCPA MargNariman Point, Mr Amod Kumar 22841406/22842764 022-22843823

Mumbai - 400021 98703400314 State Bank of Anakatchery Buildings,Y M C A Road, Statue, Thiruvananthapuram-695001 P.P.MURALEEDHARAN 0471-2333676 0471-2338134

Travencore5 IDBI Bank Ltd. IDBI Bank LimitedCentral Processing Unit, Sarju House, 3rd Floor, Rajiv Nair / Anoop Jaiswal 022-6670 0659/66700666 022-66700669

Plot No 7, Street No. 15, Andheri MIDC, Andheri (E), Mumbai.Pin : 4000936 State Bank of Financial Super Market Branch, Apex Mall, Tonk Road, Jaipur Shri N K Chandak 0141-27444159413398505 0141-2744457

Bikaner and Jaipur7 YES Bank Ltd. YES Bank Limited, Tiecicon House, Second Floor, Dr. E Moses Road, Mahesh Shirali / Manoj Bisht 022 66229031 / 9164 / 9070 022 24974875

Mahalaxmi, Mumbai 400 011 / Shankar Vichare8 Punjab National Bank Capital Market Services Branch, PNB House, Fort, Sir P.M.RoadMumbai Sh. K Kumar Raja Tel – 022- 22621122, 022 – 226211249 Deutsche Bank Sidrah, 110, Swami Vivekananda Road, Khar (West), Mumbai 400052 Mrs. Anne Narielwala (91) (022) 6600 9428 022-66009666

Ms. Pallavi Shilvalkar (022) 6600 941910 Union Bank of India MUMBAI SAMACHAR MARG,66/80, Post Bag No.253 & 518, Fort, Mumbai 400023. Mr. D B JAISWAR 022-22629408 022- 2267668511 HDFC Bank Ltd. FIG – OPS DepartmentHDFC Bank LtdLodha - I Think Techno Campus Deepak Rane / Uday Dixit 022-30752928 / 30752927 022 -25799801

O-3 LevelNext to Kanjurmarg Railway StationKanjurmarg (East)Mumbai - 40004212 Bank of Baroda Mumbai Main Office Mr. Sonu A. Arekar 40468314, 40468307, 022-2283523613 ICICI Bank Ltd Capital Market Division,Fort Roshan Tellis 022-22627600 022-2261113814 Vijaya Bank HEAD OFFICE BLDG41/2,M G ROAD BANGALORE BM 080-25584385 080-2558428115 Bank of Maharashtra Fort Branch, 1st Floor, Janmangal, 45/47, Mumbai Samachar Marg, A D Deshpande 022-2269416022 022-22681296

Mumbai – 400023 (Assistant General Manager) 947973000043816 State Bank of India State Bank of India,Capital Market Branch(11777), Videocon Heritage Mr. Anil Sawant, 022-22094932 022-22094921

Building(Killick House),Charanjit Rai Marg, Fort,Mumbai – 400 001. Deputy Manager 987049868917 Andhra Bank 18 Homi Modi Street,P B No 114,Nanavati Mahalaya,Fort Mumbai - 400023 SESHAGIRI RAO JONNAKUTI 022-22026088/2204762618 HSBC Ltd. 3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Mr Jagrut Joshi (022) 67115485/ 9870403732 (022) 66536005

Malad (West) Mumbai 400 064

TRADING MEMBERS

Road, Kothrud, Pune – 411038, A K STOCKMART PVT LTD, Office No 705, 7th Floor, Soharb Hall, 21, Sasoon Road, Pune 4111001 :02064002241. A K STOCKMART PVT LTD, C/O Janak Merchant 7, M.G. Road, Wonder Landbasement , Pune-411001,020 – 40068695; A KSTOCKMART PVT LTD, C/O Vilekha Pradeep Doshi B-6, Swojas Complex Parihar Chowk,Aundh, Pune:411007.9322310470 , 020-25890824;Raipur: India Infoline Limited Nagdev Plaza, Block-A, 1St Floor, Jail Road, Infront Of Hotel Satluj, Kutchery Chowk, Raipur-492001, Tel No.0771- 4211666/7714211601 Rajkot: JM Financial Services Ltd 202 Solitaire, 2nd Floor, Swami Vivekanand Marg, Near Municipal CommissionerBunglow, Ramkrishna Nagar, Rajkot-360 007, Ph:0281-3984101/3984000, India Infoline Limited Millennium Square, 2Nd & 3Rd Floor, OppRoyale Inn Hotel, Phulchab Chowk, Rajkot-360001, Tel No. 0281-6198301, RAVIPURAM: A K STOCKMART PVT LTD, 39/9917, 3rd PullathBusiness Centre, Urishupally Road, Ravipuram, Cochin 682015.08089072350,09605612898. Secunderabad: JM Financial Services Ltd 3rdFloor, 305 Jade Arcade, Opp Paradise Hotel, M G Road, Secundrabad -500 003, Ph-3982 5200, India Infoline Limited 12-5-29/11, 2nd floor,Castle Mansion, Above Appollo Hospitals, Batukammakunta, Tarnaka, Secunderabad- 500017, Ph : 040-40078293 Surat: JM Financial ServicesLtd 407, 4th Floor, 21 Century Business Centre, Near Udhna Char Rasta, Ring Road, Surat-395 002, Ph:0261-3984000, Kotak Securities Limited.,Kotak House, K G Point, 1st Floor, Nr.Ganga Palace, Opp.IDBI Bank, Ghoddod Road, P: 2254553, India Infoline Limited 701,702,709,710, 21stCentury Business Centre, Near Udhna Darwaja, Ring Road , Surat-395002, Tel No. 0261- 6677515, A K STOCKMART PVT LTD, C/OBastawala Securities Nilang Bastawala 301, City Square Building, Opp. Bsnl Office, Ajramar Chowk,New Rander Road,Surat - 395009. Tel:9825409920; A K STOCKMART PVT LTD, C/O Concept Securities Pvt. Ltd Hemant Ishverlal Desai 401, Empire State Building, Nr. UdhnaDarwaja,Ring Road,Surat - 395002. SURENDRANAGAR: A K STOCKMART PVT LTD, C/O Damyantiben Harivallabhbhai Jani 2-A, SecondFloor, Avantika Complex, Limda Lane, Jamnagar: 361001. Tel: 9825506111, 02752-222468. TIRUCHY: A K STOCKMART PVT LTD, C/OStock Focus Financial Services P Ltd Subramanian Gurumurthy No-69, North Andar Street, Trichirapall-620002 . Tel: 09842451975,09842492829VARANASI: A K STOCKMART PVT LTD, C/O Shriram Distributor Sanjay Kapoor D- 64/127,C-H,Arihant Complex, Nagar Nigam Road, Sigra,Varanasi ,Up-542001. 9336835110/ 9415000000; Vadodara: RR Equity Brokers, 222 Siddharth Complex, RC Dutta Road., Vadodra- 3900070265-3256190/2353195, JM Financial Services Ltd G1Ground Floor, Shohan, 49 Alkapuri Society, Opp. HDFC Bank, Alkapuri, Vadodara-390007, Ph:0265-3984300, Karvy Stock Broking Ltd.ff-4, Shital Plaza,Uday Nagar Soc, Ajwa Road,Vadodara390 019,0265,3240417, 2510318; C-1/2/3, Jalanand Township, Nr. Undera Jakat Naka,Gorwa,Vadodara390 016,0265,3259060, 3240300; B-3, Mangaldeep Complex, Opp To MasonicHall,,Productivity Road, ,Vadodara390 007,0265,2322864 & 3243348; 38, Payal Complex, Near Vadodara Stock Exch,Sayajigunj,Vadodara390005,0265,2225168 / 169, 2361514 / 2225220; Visakhapatnam: JM Financial Services Ltd Door No 9-1-224/4/3, 1st Floor, Nandan Nirman,CBM Compound, Near Rama Talkies Junction, Visakhapatnam -530 003(0891) 3983 800, Kotak Securities Limited., Door No.47-10-15, VRCComplex , 2nd Floor, Railway Station Rd , Dwarka Nagar, P: 6642009 Warangal: JM Financial Services Ltd Soma Financial Services,Drno16-10-1349 , Near Pallavi Hospital , Shiva Nagar , Warangal, Andhra Pradesh Warangal-506 002, Mobile No. 9885644211

Page 46: “IN THE NATURE OF FORM 2A - MEMORANDUM …associates.indiainfoline.com/Portals/0/Images/site/NHB_Prospectus.pdf14th Floor, Edelweiss House, Off CST Road, Kalina Mumbai 400 098, Maharashtra,

48 NATIONAL HOUSING BANK

“IN THE NATURE OF FORM 2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS”

ASBA Applicant may approach any of the above banks for submitting their application in this Offer. For the complete list of SCSB’s and their Designated Branches pleaserefer to the website of SEBI (http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). A list of SCSBs is also displayed on the website of BSE andNSE at www.bseindia.com and www.nseindia.com, respectively.

Prin

ted

By

: Crystal

cfl_

mum

@cr

ysta

lform

s.co

m -

022

-661

4090

0

19 Kotak Mahindra Kotak Infiniti, 6thFloor, Building No.21, Infinity Park, Off Western Express Highway, Prashant Sawant D-+91 22 6605 6959 +91 66056642Bank Ltd. General AK Vaidya Marg,Malad (E) M-+91 9967636316

20 Bank of India Phiroze Jeejeebhoy Tower, (New Stock Exchange Bldg), P. J. Tower, Shri Navin Kumar Pathak, 022 22723631/1677/ 02222721782Dalal Street, Fort, Mumbai – 400 023. Senior Manager 9619810717

21 CITI Bank Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051 S Girish 022-26535504 98199 12248 022-2653582422 IndusInd Bank Fort Branch, Sonawalla Bldg, Mumbai Samachar Marg, Fort, Mumbai 400001 Yogesh Adke, Dy. Vice President 66366589 / /9833670809 2264483423 Allahabad Bank Fort Branch, 37, Mumbai Samachar Marg, Post Box No. 282, Mumbai 400 023 Shri S. K. Jain Chief Manager (022) 22655739, 22662018 (022)- 2266193524 Karur Vysya Bank Ltd. Dematcell, Second Floor, No 29,Rangan Street, T Nagar, Chennai 600 017 Nori Subrahmanyam 044 24340374 0442434037425 The Federal Bank ASBA CELL, Retail Business Dept., Federal Bank, Marine Drive, Ernakulam 682031 Dhanya Dominic 0484-2201847 0484-238560526 Indian Bank Nandanam Branch-480 Anna Salai, Nandanam 600035 Mr. V Muthukumar, 044 24330233 044 24347755

Mr. M Veerabahu27 Central Bank of India Ground fl oor, Central Bank of India, Central Bank Building, Fort, Mumbai 400001 Mr. Vineet Bansaj 022- 22623148, 22623149 022-2262315028 Oriental Bank 67, Bombay Samachar Marg, Sonawala Building, Fort, Mumbai -400001 Shri B.K. Palrecha, 022-22654791/95 022-22654779

of Commerce Asstt. General Manager29 Standard Chartered Crescenzo, 3rd Floor, C/38-39, G-Block, Opposite MCA Club, Rohan Ganpule 022 - 61157250 / 022 -26757358

Bank - Bandra-Kurla Complex, Bandra [East], Mumbai 400051 022 - 6115723430 J P Morgan Chase J.P. Morgan Tower, Off C.S.T. Road, Kalina Santacruz East, Mumbai 400 098 Nandita Halady 6157 3833 6157 3910

Bank, N.A.31 Nutum Nagarik Opp samratheshwar mahadev, Nr, Law Garden, Ellisbbridge Miti shah 9879506795 07926564715

Sahakari Bank Ltd.32 UCO Bank Mumbai Main (Retail) Br., UCO Bank Bldg., D. N. Road, Mumbai- 400 023 Manager 022 40180105 0222287075433 Canara Bank Canara Bank,Capital Market Service Branch,407, 4th floorHimalaya House79, MR. ARVIND NAMDEV PAWAR 022-2266161822692973 022- 22664140

Mata RamabaiAmbedkar Marg,MUMBAI-400 001 976930355534 United Bank of India Global Cash Management Services Hub, 4th Floor, United Bank of India, AGM (CMS & Demat) 033-22624175/033-22624176

United Tower, Head Offi ce, 11, Hemanta Basu Sarani, Kolkata – 700 001.35 Syndicate Bank Capital Market Services Br. 26A, First Floor, Padmavathy Sundaram, 022-22621844 022-22700997

SyndicateBank bldg. P.M.road, Fort, Mumbai - 1 Chief Manager36 South Indian Bank ASBA Cell, 1st Floor, SIB Building, Market Road, Ernakulam – 682035, Kerala, John K Mechery 9645817905 0484-235192337 Indian Overseas Chennai DP Branch, Mezzanine Floor, Cathedral Branch, 762, Mr. R.S. Mani / 044-28513616/ 28513617/ 044- 28513619

Bank Anna Salai, Chennai 600 002 Mr. M. Sasikumar 2851361838 Tamilnad Mercantile Depository Participant Services Cell, Third Floor, Plot No.4923, Ac/16, Mr. N. Rajasegaran 044-26192552

Bank Ltd. 2nd Avenue, Anna Nagar (West), Chennai - 600 040, Tamilnadu, India39 City Union Bank Ltd 48, Mahalakshmi St., T.Nagar, Chennai - 600 017. Tamil Nadu. Sivaraman 24346060, 24348586, 044 – 2434858640 BNP Paribas BNPParibas House, 1, North Avenue, Maker Maxity, Bandra Kurla Complex, Mr. Prem Mariwala/Mr. Dipu SA/ (022) 61964570/ 61964592 (022) 61964595

Bandra (East), Mumbai – 400051 Ms PrathimaMadiwala (022) 61964594/41 The Kalupur Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad-380 014 Jay V. Pathak Manager 079-27582028 079-27544666

Commercial Co-operative Bank Ltd.

42 Bank of America EA Chambers, Express Avenue, 8th Floor No.49, 50 L, Whites Road, Royapettah, Swaminathan Ganapathy/ 044-42904526/044-42904591 044-43528911N. A. Chennai - 600 014 A S Sreedharan

43 The Lakshmi Vilas Bharat House, Ground Floor, 104, Bombay Samachar Marg, Fort Mumbai - 400 001. S Ramanan 22-22672255-22672247 022-22670267Bank Ltd. (M)-22673435(CM)

44 State Bank of CO 99-102, Sector - 8C, Chandigarh Shri. Amarjit Singh Girn 0172-2779116, 2546124, 0172-2546080Patiala 2543868/9779586096

45 State Bank of Mysore P.B.No. 1066. # 24/28, Cama Building, Dalal Street,Fort, Mumbai -400 001 Shailendrakumar 7208048007/022- 22678041 022-22656346 46 The Surat Peoples Central Office, Vasudhara Bhavan, Timaliyawad, Nanpura, Surat – 395001 Mr. Iqbal Shaikh 0261-2464577 0261-2464577,592

Co-op Bank Ltd47 Dhanlaxmi Bank The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11-12, Gunavati Karkera 022–2202535 022-22871637

Limited Janmabhoomi Marg, Fort Mumbai,Maharashtra - 400 00148 The Saraswat Co- Madhushree, Plot No. 85, 4th Floor, District Business Centre, Sector – 17, Mrs. Shilpa S. Mulgaokar (O) 27884161 27884162 27884163

Opearative Bank Ltd Vashi, Navi Mumbai – 400703 9820629199 2788416449 DBS Bank Ltd. DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Fort, Mumbai, 400 001 Amol Natekar +91 22 6613 1213 +91 22 6752 847050 Dena Bank Capital Market Branch, 17, B, Horniman Circle, Fort, Mumbai – 400023 Branch Manager 022-22661206/22702881 022-2269442651 Karnataka Bank Ltd. The Karnataka Bank Ltd, Mangalore–H O Complex Branch, Mahaveera Circle, Ravindranath Baglodi Ph: 0824-2228139 /140 /141 0824-2228138

Kankanady, Mangalore – 575002 [Sr.Manager]52 The Ahmedabad Head offi ce :- “Amco House”, Nr. Stadium Circle, Navrangpura, Ahmedabad-09 Bimal P Chokshi 079-26426582-84-88 079-26564863

Mercantile Co-Op.Bank Ltd.

53 ING Vysya Bank No.69, Ramaiah Complex Roopena Agrahara,Hosur Road, Bangalore - 560068 Yoganand J 25005000 080-2253211154 Janata Sahakari N S D L Department, Bharat Bhavan, 1360, Shukrawar Peth, Pune -411002 Shri. Ajit Manohar Sane Tele. : +91 (20) 24431011 +91(20)24431014

Bank Ltd. +91 (20)2443101655 Barclays Bank PLC 601/603 Ceejay House, Shivsagar Estate, Dr Annie Besant Road Mr. Parul Parmar 022-67196400/6575 022-67196996

Worli, Mumbai - 400018