Hudco PDF

SHELF PROSPECTUS
Dated January 18, 2016
HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED

Our Company was incorporated as Housing and Urban Development Finance Corporation Private Limited on April 25, 1970 as a private limited company under the Companies Act, 1956, as amended (the “Companies Act”) and was
granted a certificate of incorporation by the then Registrar of Companies, Delhi. Subsequently the name of our Company was changed to its present name and a fresh certificate of incorporation dated July 9, 1974 was issued by the
then Registrar of Companies, Delhi and Haryana. For further details, see the section titled “History and Certain Corporate Matters” on page 77 of this Shelf Prospectus.
Registered and Corporate Office: HUDCO Bhawan, Core- 7A, India Habitat Centre, Lodhi Road, New Delhi-110003, India.
Telephone: +91 11 2464 9610-27; Facsimile: +91 11 2464 8427
Compliance Officer: Mr. Harish Kumar Sharma, Company Secretary; Telephone:+91 11 2464 6899; Facsimile: +91 11 2461 5534
E-mail:[email protected]; Website: www.hudco.org
PROMOTER OF THE COMPANY: PRESIDENT OF INDIA, THROUGH THE MINISTRY OF HOUSING AND URBAN POVERTY ALLEVIATION, GOVERNMENT OF INDIA
PUBLIC ISSUE BY HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED (“COMPANY” OR THE “ISSUER”) OF TAX FREE BONDS OF FACE VALUE OF RS. 1,000.00 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”) ISSUED AT
PAR IN ONE OR MORE TRANCHES FOR AN AMOUNT AGGREGATING UP TO RS. 3,711.50 CRORE (“SHELF LIMIT”)*, ON TERMS AND CONDITIONS AS SET OUT IN SEPARATE TRANCHE
PROSPECTUSES FOR EACH TRANCHE ISSUE, WHICH SHOULD BE READ TOGETHER WITH THIS SHELF PROSPECTUS.
*
In terms of the CBDT Notification (defined hereinafter), our Company has raised Rs. 151.00 crore, Rs. 1029.00 crore and Rs. 108.50 Crore on a private placement basis through Private Placement Offer Letters dated July 29,
2015, September 30, 2015 and October 7, 2015 respectively. Further, the Company may also raise Bonds through private placement route in one or more tranches during the process of the present Issue, except during the Issue
period. The aggregate amount raised through the private placement route shall not exceed Rs. 1,500.00 crore, i.e. upto 30% of the allocated limit for raising funds through the Bonds during the Fiscal 2016, at its discretion. Our
Company shall ensure that Bonds issued through the public issue route and private placement route in Fiscal 2016 shall together not exceed the allocated limit. In case our Company raises funds through private placements
during the process of the present Issue, except during the Issue period, until allotment, the Shelf Limit for the Issue shall get reduced by such amount raised.
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. 59/2015 dated July 6, 2015
issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India, 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.
GENERAL RISKS
Investors are advised to read the Risk Factors carefully before taking an investment decision in relation to this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks
involved. Specific attention of the investors is invited to “Risk Factors” on page 12 and “Recent Developments” in the Tranche Prospectus for the relevant Tranche Issue. This document has not been and will not be approved by any regulatory
authority in India, including the National Housing Bank (“NHB”), the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), any registrar of companies or any stock exchange in India.
COUPON RATE, COUPON PAYMENT, FREQUENCY, REDEMPTION DATE AND REDEMPTION AMOUNT
For details relating to coupon rate, coupon payment frequency, redemption date and redemption amount of the Bonds, please refer to the section titled as “Issue Structure”, “Terms and conditions in connection with the Bonds” and “Terms of
the Issue” in the relevant Tranche Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Shelf Prospectus and the relevant Tranche Prospectus for a Tranche Issue does contain and, will contain all information with regard to
the Issuer and the relevant Tranche Issue, which is material in the context of the relevant Tranche Issue, that the information contained in this Shelf Prospectus and the relevant Tranche Prospectus for a Tranche Issue will be 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 Shelf
Prospectus and the relevant Tranche 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 the relevant Tranche Issue.
CREDIT RATING
CARE has assigned a rating of ‘CARE AAA’ to the Bonds vide letter dated October 19, 2015 and revalidated its rating vide letter no. CARE/DRO/RL/ 2015-16/2374 dated January 11, 2016. India Ratings and Research Private
Limited (formerly Fitch Ratings India Private Limited) ("IRRPL") has assigned a rating of ‘IND AAA’ (Outlook: Stable) to the Bonds vide letter dated October 19, 2015 and revalidated its rating vide letter dated January 11, 2016.
For the rationale for this rating, see Annexure Bof this Shelf Prospectus. This rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. This rating is subject to revision or withdrawal at
any time by the assigning rating agency(ies) and should be evaluated independently of any other ratings.
PUBLIC COMMENTS
The Draft Shelf Prospectus dated October 26, 2015was filed with the BSE Limited (“BSE”), the Designated Stock Exchange pursuant to the provisions of the SEBI Debt Regulations and was open for public comments for seven
Working Days (as defined hereinafter) (i.e. until 5 p.m.) from the date of filing of the Draft Shelf Prospectus (i.e. October 27, 2015) with the Designated Stock Exchange.
LISTING
The Bonds are proposed to be listed on the BSE, the Designated Stock Exchange for the Issue. BSE has given its -principle listing approval through its letter dated November 4, 2015.
ELIGIBLE INVESTORS
Participation by any of eligible category of Applicants in this Issue will be subject to applicable statutory and/or regulatory requirements. Applicants are advised to ensure that Applications made by them do not exceed the investment
limits or maximum number of Bonds that can be held by them under applicable statutory and/or regulatory provisions. Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory
permissions/consents/approvals in connection with applying for, subscribing to, or seeking Allotment of Bonds pursuant to the Issue. For details pertaining to Eligible Investors please refer to Issue Procedure- Who can apply on page
149 of the Shelf Prospectus.
LEAD MANAGERS TO THE ISSUE
AXIS CAPITAL LIMITED EDELWEISS FINANCIAL SERVICES ICICI SECURITIES LIMITED SBI CAPITAL MARKETS LIMITED
1st floor, Axis House, LIMITED ICICI Centre, H.T. Parekh Marg, Churchgate 202, Maker Tower E,
C-2 Wadia International Centre Edelweiss House, Mumbai 400020, India Cuffe Parade, Mumbai 400 005
P.B. Marg, Worli, Mumbai- 400025 Off CST Road, Kalina, Mumbai – 400098 Telephone: +91 22 2288 2460/70 Telephone: +91 (22) 2217 8300
Telephone: +91 (22) 4325 2183 Telephone: +91 (22) 4086 3535 Facsimile: +91 22 2282 6580 Facsimile: +91 (22) 2218 8332
Facsimile: +91 (22) 4325 3000 Facsimile: +91 (22) 4086 3610 Email ID: [email protected] Email ID: [email protected]
Email ID: [email protected] Email ID: [email protected] Investor Grievance Email: Investor Grievance Email: [email protected]
Website: www.axiscapital.co.in Website: www.edelweissfin.com [email protected] Website: www.sbicaps.com
Investor Grievance ID: [email protected] Investor Grievance ID: Website: www.icicisecurities.com Contact person: Mr. Aditya Deshpande
Contact Person: Mr. Akash Aggarwal [email protected] Contact Person: Ms. Payal Kulkarni / Mr. Amit Compliance Officer: Mr. Bhaskar Chakraborty
Compliance Officer: Mr. M. Natarajan Contact Person: Mr. Lokesh Singhi Joshi SEBI Registration No.: INM000003531
SEBI Registration Number: Compliance Officer: Mr. B. Renganathan Compliance Officer: Mr. Subir Saha
INM000012029 SEBI Registration Number: INM0000010650 SEBI Registration No.: INM000011179
LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE DEBENTURE TRUSTEE
SBICAP TRUSTEE COMPANY LIMITED

RR INVESTORS CAPITAL SERVICES KARVY COMPUTERSHARE PRIVATE LIMITED Apeejay House, 6th Floor
PRIVATE LIMITED Karvy Selenium Tower B 3, Dinshaw Wacha Road
47, M.M. Road, Plot No. 31-32, Gachibowli, Churchgate, Mumbai - 400020
Rani Jhansi Marg, Jhandewalan, New Delhi - 110055 Financial District, Nanakramguda Telephone: +91 (22) 4302 5555
Telephone: +91 (11) 2363 6362/63 Hyderabad 500 032, India Facsimile: +91 (22) 2204046
Facsimile: +91 (11) 2363 6746 Telephone: +91 (40) 6716 2222 Email ID: [email protected]
Email ID: [email protected] Facsimile +91 (40) 2343 1551 Website: www.sbicaptrustee.com
Website: www.rrfinance.com/www.rrfcl.com Email ID: [email protected] Investor Grievance ID:
Investor Grievance ID: [email protected] Website: www.karisma.karvy.com [email protected]
Contact Person: Mr. Anurag Awasthi Investor Grievance ID: [email protected] Contact person: Mr. Ajit Joshi
Compliance Officer: Mr. Ravi Kant Goyal Contact Person : Mr. M. Murali Krishna SEBI Registration No: IND000000536
SEBI Registration Number: INM000007508 SEBI Registration Number: INR000000221
ISSUE PROGRAMME**
ISSUE OPENS ON: As specified in the relevant Tranche Prospectus(es) ISSUE CLOSES ON: As specified in the relevant Tranche Prospectus(es)
**
The Issue shall remain open for subscription from 10:00 a.m. till 5:00 PM (Indian Standard Time) for the period mentioned above, with an option for early closure or extension by such period as may be decided by the
Board of Directors or a duly constituted committee thereof, or the Chairman and Managing Director. In the event of such early closure or extension of the subscription list of the Issue, our Company shall ensure that public
notice of such early closure is published on or before the day of such early date of closure through advertisement/s in at least one leading national daily newspaper.
SBICAP Trustee Company Limited has, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated October 19, 2015 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be
included in this Shelf Prospectus and in all the subsequent periodical communications sent to the holders of the Bonds / Debentures issued pursuant to this Issue.
A copy of the Shelf Prospectus and the Tranche Prospectus(es) shall be filed with the Registrar of Companies, National Capital Territory of Delhi and Haryana, in terms of Section 26 and Section 31 of the Companies Act,
2013 along with the requisite endorsed/certified copies of all requisite documents. For more information, see the section titled “Material Contracts and Documents for Inspection” on page 183 of this Shelf Prospectus
TABLE OF CONTENTS
DEFINITIONS AND ABBREVIATIONS .......................................................................................................... 1

CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATON .................................................................................................................. 10
FORWARD LOOKING STATEMENTS ........................................................................................................ 11
RISK FACTORS ................................................................................................................................................ 12
THE ISSUE ......................................................................................................................................................... 28
SUMMARY FINANCIAL INFORMATION ................................................................................................... 32
SUMMARY OF BUSINESS .............................................................................................................................. 36
GENERAL INFORMATION ............................................................................................................................ 40
CAPITAL STRUCTURE ................................................................................................................................... 48
OBJECTS OF THE ISSUE................................................................................................................................ 50
STATEMENT OF TAX BENEFITS................................................................................................................. 52
INDUSTRY OVERVIEW .................................................................................................................................. 56
OUR BUSINESS ................................................................................................................................................. 59
REGULATIONS AND POLICIES ................................................................................................................... 72
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................ 77
OUR MANAGEMENT ...................................................................................................................................... 81
OUR PROMOTER ............................................................................................................................................. 91
FINANCIAL INDEBTEDNESS ........................................................................................................................ 92
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................. 114
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................ 120
ISSUE STRUCTURE ....................................................................................................................................... 128
TERMS AND CONDITIONS IN CONNECTION WITH THE BONDS....................................................... 130
TERMS OF THE ISSUE ................................................................................................................................. 132
ISSUE PROCEDURE ...................................................................................................................................... 149
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY................................... 174
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................... 182
DECLARATION................................................................................................................................................183
ANNEXURE A: FINANCIAL STATEMENTS
ANNEXURE B: CREDIT RATING AND RATIONALE
ANNEXURE C: CONSENT LETTER FROM THE DEBENTURE TRUSTEE
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates, all references in this Shelf Prospectus to “our Company” or “we” or
“us” or “our” or “HUDCO” are to Housing and Urban Development Corporation Limited, a public limited
company incorporated under the Companies Act, 1956.
Unless the context otherwise indicates or implies or defined specifically in this Shelf Prospectus, the following
terms have the following meanings in this Shelf Prospectus, and references to any statute or rules or
regulations or guidelines or policies includes any amendments or re-enactments thereto, from time to time.
Company Related Terms
Term Description
“Issuer”, “HUDCO”, “our Housing and Urban Development Corporation Limited, a public limited
Company” or “the Company” company incorporated under the Companies Act, 1956 and having its
registered office and corporate office, situated at ‘HUDCO Bhawan’,
Core- 7A, India Habitat Centre, Lodhi Road, New Delhi – 110003.
Articles/ Articles of Articles of association of our Company.
Association/AoA
Board/ Board of Directors Board of directors of our Company.
Equity Shares Equity shares of our Company of face value of Rs. 1,000.00 each.
Memorandum/Memorandum of Memorandum of association of our Company.
Association/MoA
“Registered Office” or “Corporate The registered office and corporate office of our Company, situated at
Office” or “Registered Office and ‘HUDCO Bhawan’, Core- 7A, India Habitat Centre, Lodhi Road, New
Corporate Office” Delhi – 110003.
RoC Registrar of Companies, National Capital Territory of Delhi and Haryana.
Statutory Auditors/Auditors The statutory auditors of our Company being Dhawan & Co., Chartered
Accountants.
Issue Related Terms
Term Description
Allotment/ Allot/ Allotted The issue and allotment of the Bonds to the Allottees, pursuant to the
Issue.
Allotment Advice The communication sent to the Allottees conveying details of Bonds
allotted to the Allottees in accordance with the Basis of Allotment.
Allottee(s) A successful Applicant to whom the Bonds are allotted pursuant to the
Issue.
Applicant/Investor A person who applies for issuance and Allotment of Bonds pursuant to the
terms of Shelf Prospectus and the relevant Tranche Prospectus, Abridged
Prospectus and Application Form.
Application An application to subscribe to Bonds offered pursuant to the Issue by
submission of a valid Application Form and payment of the Application
Amount by any of the modes as prescribed under the relevant Tranche
Prospectus.
Application Amount The aggregate value of the Bonds applied for, as indicated in the
Application Form.
Application Form The form used by an Applicant for applying for the Bonds under the Issue
through the ASBA or non-ASBA process, in terms of the respective
Tranche Prospectus(es).
“ASBA” or “Application An Application (whether physical or electronic) used by an ASBA
Supported by Blocked Amount”/ Applicant to make an Application by authorizing the SCSB to block the
ASBA Application Application Amount in the specified bank account maintained with such
SCSB.
ASBA Account An account maintained with an SCSB which will be blocked by such
SCSB to the extent of the Application Amount of an ASBA Applicant.
ASBA Applicant Any Applicant who applies for Bonds through the ASBA process.
Application Interest Interest payable on application money in a manner as more
1
Term Description
particularly detailed in “Terms of the Issue - Interest” on page 137
Base Issue Size As specified in the Tranche Prospectus(es).
Banker(s) to the Issue/ Escrow The banks which are clearing members and registered with SEBI as
Collection Bank(s) bankers to the Issue, with whom the Escrow Account and or Public Issue
Account will be opened and as specified in the relevant Tranche
Prospectus(es).
Basis of Allotment As specified in the relevant Tranche Prospectus(es)
Bond Certificate(s) Certificate issued to the Bondholder(s) in case the Applicant has opted for
physical bonds based on request from the Bondholders pursuant to
Allotment.
Bondholder(s) Any person holding the Bonds and whose name appears on the beneficial
owners list provided by the Depositories (in case of bonds in
dematerialized form) or whose name appears in the Register of
Bondholders maintained by the Issuer (in case of bonds in physical form).
Bonds Tax free secured redeemable non-convertible debentures of face value of Rs.
1,000.00 each, having tax benefits under section 10(15)(iv)(h) of the Income
Tax Act, 1961 proposed to be issued by Company under the respective
Tranche Prospectus.
BSE BSE Limited.
Business Days All days excluding Saturdays, Sundays or a public holiday in New Delhi.
CARE Credit Analysis and Research Limited.
Category I#  Public Financial Institutions, scheduled commercial banks,
multilateral and bilateral development financial institutions, state
industrial development corporations, which are authorised to invest
in the Bonds;
 Provident funds and pension funds with minimum corpus of Rs. 25
crore, which are authorised to invest in the Bonds;
 Insurance companies registered with the IRDA;
 National Investment Fund (set up by resolution no. F. No. 2/3/2005-
DDII dated November 23, 2005 of the Government of India and
published in the Gazette of India);
 Insurance funds set up and managed by the army, navy or air force of
the Union of India or set up and managed by the Department of
Posts, India;
 Mutual funds registered with SEBI; and
 Alternative Investment Funds, subject to investment conditions
applicable to them under the Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012.
Category II#  Companies within the meaning of section 2(20) of the Companies
Act, 2013*;
 Statutory bodies/corporations*;
 Cooperative banks incorporated in India;
 Trusts settled under the Indian Trusts Act, 1882, public/private
charitable/religious trusts settled and/or registered in India under
applicable laws;
 Limited Liability Partnerships registered under the provisions of the
LLP Act;
 Regional rural banks incorporated in India;
 Societies registered under applicable laws in India and authorised to
invest in the Bonds;
 Associations of persons;
 Partnership firms formed under applicable laws of India, in the name
of partners; and
 Any other domestic legal entities/ persons as may be permissible
under the CBDT Notification and authorised to invest in the Bonds in
terms of applicable laws.
*
The MCA has, through its circular (General Circular No. 06/2015) dated April 9,
2015, clarified that companies investing in tax-free bonds wherein the effective yield on
2
Term Description
the bonds is greater than the prevailing yield of one year, three year, five year or ten
year Government Security closest to the tenor of the loan, there is no violation of sub-
section (7) of section 186 of the Companies Act, 2013.
Category III# The following Investors applying for an amount aggregating to above Rs. 10
lakhs across all Series of Bonds in each Tranche Issue:
 Resident Indian individuals; and
 Hindu Undivided Families through the Karta;
Category IV# The following Investors applying for an amount aggregating up to and
including Rs. 10 lakhs across all Series of Bonds in each Tranche Issue:
Consolidated Bond Certificate The certificate issued by the Issuer to the Bondholder for the
aggregate amount of the Bonds that are applied in physical form or
rematerialized and held by such Bondholder for each series of Bonds under
each Tranche Issue(s).
Consortium Members Edelweiss Securities Limited, RR Equity Brokers Private Limited and
SBICAP Securities Limited
Credit Rating Agencies For the present Issue, Credit Rating Agencies are CARE and IRRPL
(formerly Fitch Ratings India Private Limited).
Debenture Trust Deed Trust deed to be entered into between the Debenture Trustee and the
Company, within three months from the closure of the Issue.
Debenture Trustee/ Trustee Trustee for the Bondholders in this case being SBICAP Trustee Company
Limited.
Debt Listing Agreement The listing agreement entered into between our Company and the relevant
stock exchanges in connection with the listing of the debt securities of our
Company.
Deemed Date of Allotment Deemed Date of Allotment shall be the date on which the Board of
Directors/or any duly constituted committee thereof, or the Chairman and
Managing Director, approves the Allotment of the Bonds for each Tranche
Issue. All benefits relating to the Bonds including interest on Bonds (as
specified for each tranche by way of Tranche Prospectus) shall be
available to the Bondholders from the Deemed Date of Allotment. The
actual allotment of Bonds may take place on a date other than the Deemed
Date of Allotment.
Demographic Details The demographic details of an Applicant, such as his address, bank
account details for printing on refund orders and occupation.
Designated Branches Such branches of the SCSBs which shall collect the ASBA Applications
and a list of which is available on
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries or at such other website as may be prescribed by SEBI from
time to time.
Designated Date The date on which Application Amounts are transferred from the Escrow
Account to the Public Issue Account or the Refund Account, as
appropriate, following which the Board of Director, or any duly constituted
committee of the Board of Directors, or the Chairman and Managing
Director, shall Allot the Bonds to the successful Applicants, provided that
the sums received in respect of the Issue will be kept in the Escrow
Account up to this date.
Designated Stock Exchange BSE.
Draft Shelf Prospectus The draft shelf prospectus dated October 26, 2015 filed by the Company
with the Designated Stock Exchange for the purpose of seeking comments
in accordance with the regulation 6(2) of SEBI Debt Regulations.
DSE Delhi Stock Exchange Limited.
Escrow Accounts Accounts opened with the Escrow Collection Bank(s) into which the
Members of the Syndicate and the Trading Members, as the case may be,
will deposit Application Amounts from non-ASBA Applicants and in
whose favour non-ASBA Applicants will issue cheques or bank drafts in
respect of the Application Amount while submitting the Application Form,
3
Term Description
in terms of the Shelf Prospectus, the respective Tranche Prospectuses and
the Escrow Agreement.
Escrow Agreement Agreement dated September 23, 2015 entered into amongst the Company,
the Registrar to the Issue, the Lead Managers and the Escrow Collection
Bank(s) for collection of the Application Amounts and where applicable,
refunds of the amounts collected from the Applicants (other than ASBA
Applicants) on the terms and conditions thereof.
FIIs Foreign Institutional Investors as defined under the SEBI FII Regulations
FPI(s) A foreign portfolio investor as defined under the SEBI FPI Regulations
Issue Public issue by our Company of tax free bonds of face value of Rs.
1,000.00each, in the nature of secured, redeemable, non-convertible
debentures, having benefits under section 10(15)(iv)(h) of the Income Tax
Act, 1961, aggregating up to Rs. 3,711.50 crore*.
*
In terms of the CBDT Notification (defined hereinafter), our Company has raised
Rs. 151.00, crore, Rs. 1029.00 crore and Rs. 108.50 crore on a private placement
basis through Private Placement Offer Letters dated July 29, 2015, September 30,
2015 and October 7, 2015 respectively. Further, the Company may also raise Bonds
through private placement route in one or more tranches during the process of the
present Issue, except during the Issue period. The aggregate amount raised through
the private placement route shall not exceed Rs. 1,500.00 crore, i.e. upto 30% of the
allocated limit for raising funds through the Bonds during the Fiscal 2016, at its
discretion. Our Company shall ensure that Bonds issued through the public issue
route and private placement route in Fiscal 2016 shall together not exceed the
allocated limit. In case our Company raises funds through private placements
during the process of the present Issue, except during the Issue period, until
allotment, the Shelf Limit for the Issue shall get reduced by such amount raised.
Issue Closing Date The Issue closing date as specified in the relevant Tranche Prospectus for
the relevant Tranche Issue or such other date as may be decided.
Issue Opening Date The Issue opening date as specified in the relevant Tranche Prospectus for
the relevant Tranche Issue or such other date as may be decided.
Issue Period The period between the Issue Opening Date and the Issue Closing Date
inclusive of both days, during which prospective Applicants may submit
their Application Forms.
IRRPL India Ratings and Research Private Limited.
Lead Managers/LMs Axis Capital Limited, Edelweiss Financial Services Limited, ICICI
Securities Limited, SBI Capital Markets Limited and RR Investors Capital
Services Private Limited.
Limited Liability Partnerships Limited liability partnerships registered under the Limited Liability
Partnership Act, 2008.
Limited Review Financial The unaudited financial results of the Company for the 6 (six) months
Statements ended September 30, 2015 on which the auditor's have prepared a limited
review report.
Market Lot One Bond.
Maturity Amount/ Redemption In respect of Bonds Allotted to a Bondholder, the face value of the Bonds
Amount along with interest that may have accrued as on the Redemption Date.
Members of the Syndicate The Lead Managers, the Consortium Members (for the purpose of
marketing of the Issue), brokers and sub – brokers.
Net Issue Proceeds Issue proceeds as raised in each of the Tranche less the Issue expenditure.
Notification/CBDT Notification Notification No. 59/2015 F.No. 178/27/2015-(ITA.I) dated July 6, 2015,
issued by the Central Board of Direct Taxes, Department of Revenue,
Ministry of Finance, Government of India.
NRIs Persons resident outside India, who are citizens of India or persons of
Indian origin, and shall have the meaning ascribed to such term in the
Foreign Exchange Management (Deposit) Regulations, 2008.
NSE National Stock Exchange of India Limited.
4
Term Description
Private Placement Offer Letters Private Placement Offer Letters dated July 29, 2015, September 30, 2015
and October 07, 2015 for private placement of Secured, Redeemable, Non-
convertible, Non-cumulative Taxfree 2015 HUDCO Bonds Series A, B
and C having tax benefits under section 10 (15) (iv) (h) of the Income Tax
Act, 1961, as amended, in the nature of debentures of face value of
Rs.10,00,000.00 each for amounts aggregating to Rs. 151.00 crore, Rs.
1029.00 crore and Rs. 108.50 crore respectively through book building
route.
Public Issue Account An account opened with the Banker(s) to the Issue to receive
monies from the Escrow Accounts for the Issue and the SCSBs, as the
case may be, on the Designated Date.
Record Date 15 (fifteen) business days prior to the relevant interest payment date or
relevant Redemption Date for Bonds issued under the relevant Tranche
Prospectus. In the event the Record Date falls on a Saturday, Sunday or a
public holiday in New Delhi, the succeeding Business Day will be
considered as the Record Date.
Redemption Date/ Maturity Date The date(s) on which the Bonds issued under different series falls due for
redemption as specified in the relevant Tranche Prospectus(es).
Reformatted Audited Financial Financial information of the Company from the reformatted audited
Statements financial statements of our Company for the financial years ended March
31, 2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31,
2011 on which the Auditor’s have submitted a report. For details, see the
section titled “Annexure A -Financial Statements” of this Shelf
Prospectus.
Refund Account The account opened with the Refund Bank(s), from which refunds, if any,
of the whole or part of the Application Amount (excluding Application
Amounts from ASBA Applicants) shall be made.
Refund Bank As specified in the relevant Tranche Prospectus(es).
Refund Interest Interest paid on Application Amounts liable to be refunded, in a manner as
more particularly detailed in “Terms of the Issue - Interest” on page 137
of this Shelf Prospectus.
Register of Bondholders The register of Bondholders maintained by the Issuer in accordance with
the provisions of the Companies Act and as more particularly detailed in
the section titled “Terms of the Issue - Register of Bondholders” on page
135 of this Shelf Prospectus.
Registrar to the Issue or Karvy Computershare Private Limited.
Registrar
Registrar MoU Memorandum of understanding dated September 2, 2015 entered into
between our Company and the Registrar to the Issue.
Residual Shelf Limit In relation to each Tranche Issue, this shall be the Shelf Limit less the
aggregate amount of Bonds allotted under all previous Tranche Issue and
the aggregate amounts of Bonds issued through the private placement
route, if any.
Security The Bonds proposed to be issued will be secured by a first pari passu
charge on present and future receivables of the Issuer to the extent of the
amount mobilized under the Issue and interest thereon. The Issuer reserves
the right to sell or otherwise deal with the receivables, both present and
future, including without limitation to create a first/ second charge on pari-
passu basis thereon for its present and future financial requirements,
without requiring the consent of, or intimation to, the Bondholders or the
Debenture Trustee in this connection, provided that a minimum security
cover of 1 (one) time is maintained. For the purpose of security cover in
relation to interest, the amount of interest due for a period of one (1) year
shall be considered.
Series Bond holder(s) A holder of the Bond(s) of a particular Series issued under a Tranche
Issue.
Series of Bonds A series of Bonds which are identical in all respects including, but not
limited to terms and conditions, listing and ISIN number (in the event that
5
Term Description
Bonds in a single Series of Bonds carry the same coupon rate) and as
further referred to as an individual Series in the relevant Tranche
Prospectus.
“Self Certified Syndicate Banks” The banks which are registered with SEBI under the Securities and
or “SCSBs” Exchange Board of India (Bankers to an Issue) Regulations, 1994 and offer
services in relation to ASBA, including blocking of an ASBA Account, a
list of which is available on
time to time.
Shelf Limit The aggregate limit of the Issue being Rs. 3,711.50* crore to be issued
under the Shelf Prospectus, through one or more tranches.
*
In terms of the CBDT Notification, our Company has raised Rs. 151.00 crore, Rs.
1029.00 crore and Rs. 108.50 Crore on a private placement basis through Private
Placement Offer Letters dated July 29, 2015, September 30, 2015 and October 7,
2015 respectively. Further, the Company may also raise Bonds through private
placement route in one or more tranches during the process of the present Issue,
except during the Issue period. The aggregate amount raised through the private
placement route shall not exceed Rs. 1,500.00 crore, i.e. upto 30% of the allocated
limit for raising funds through the Bonds during the Fiscal 2016, at its discretion.
Our Company shall ensure that Bonds issued through the public issue route and
private placement route in Fiscal 2016 shall together not exceed the allocated
limit. In case our Company raises funds through private placements during the
process of the present Issue, except during the Issue period, until allotment, the
Shelf Limit for the Issue shall get reduced by such amount raised.
Shelf Prospectus This Shelf Prospectus dated January 18, 2016 filed by the Company with
the RoC, Stock Exchanges and SEBI, in accordance with the provisions of
the SEBI Debt Regulations and Companies Act, 2013
Stock Exchanges BSE and/or any other stock exchange as may be considered for listing of
Bonds by the Company.
Syndicate ASBA An Application submitted by an ASBA Applicant through the Members of
the Syndicate and Trading Members instead of the Designated Branches of
the SCSBs.
Syndicate ASBA Application Application centres at cities specified in the SEBI Circular no.
Locations CIR/CFD/DIL/1/2011 dated April 29, 2011, namely, Mumbai, Chennai,
Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune,
Vadodara and Surat where the Members of the Syndicate and Trading
Members shall accept ASBA Applications.
Syndicate SCSB Branches In relation to ASBA Applications submitted to a Member of the Syndicate
or Trading Members, such branches of the SCSBs at the Syndicate ASBA
Application Locations named by the SCSBs to receive deposits of the
Application Forms from the Members of the Syndicate, and a list of which
is available on
time to time.
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014
Trading Members Intermediaries registered as brokers or sub-brokers under the Securities
and Exchange Board of India (Brokers and Sub Brokers) Regulations,
1992 and with the relevant Stock Exchanges under the applicable byelaws,
rules, regulations, guidelines, circulars issued by the relevant Stock
Exchanges from time to time, and duly registered with the relevant Stock
Exchange for collection and electronic upload of Application Forms on the
electronic application platform provided by the relevant Stock Exchanges.
Tranche Issue Issue of the Bonds pursuant to the terms and conditions of each Tranche
Prospectus.
Tranche Prospectus The tranche prospectus(es) containing the details of Bonds including
interest, other terms and conditions, recent developments, general
information, objects, procedure for application, statement of tax benefits,
6
Term Description
regulatory and statutory disclosures and material contracts and documents
for inspection of the relevant Tranche Issue.
Transaction Registration Slip or The slip or document issued by any of the Members of the Syndicate, the
TRS SCSBs, or the Trading Members as the case may be, to an Applicant upon
demand as proof of registration of his application for the Bonds.
Tripartite Agreements Agreements entered into between the Issuer, Registrar and each of the
Depositories under the terms of which the Depositories agree to act as
depositories for the securities issued by the Issuer.
Working Days With reference to Issue Period, where Working Days shall mean all days,
excluding Saturdays, Sundays and public holiday in India. Furthermore,
for the purpose of post- Issue Period, i.e. period beginning from Issue
Closing Date to listing of the Bonds, Working Days shall mean all days
excluding Sundays or a holiday of commercial banks in Mumbai or a
public holiday in India.
#
Applications from person resident outside India and foreign nationals (including FIIs, FPIs and NRIs applying
on repatriation basis and on non-repatriation basis) may be considered by the Company at their sole discretion
subject to applicable laws and receipt of necessary approvals.
Conventional and General Terms or Abbreviations
Term/Abbreviation Description/ Full Form

AGM Annual General Meeting.
AS Accounting Standards issued by Institute of Chartered Accountants of
India.
CAGR Compounded Annual Growth Rate.
CBDT Central Board of Direct Taxes.
CBO Community-based organisations.
CDSL Central Depository Services (India) Limited.
CJM Chief Judicial Magistrate.
Companies Act, 1956 Companies Act, 1956 as amended and supplemented from time to time and
to the extent in force as on the date of this Shelf Prospectus.
Companies Act, 2013 Companies Act, 2013 as amended and supplemented from time to time and
to the extent in force as on the date of this Shelf Prospectus.
CRAR Capital to Risk Assets Ratio.
CSR Corporate Social Responsibility.
CrPC The Code of Criminal Procedure, 1973.
DIN Director Identification Number.
Depository(ies) CDSL and NSDL.
Depositories Act Depositories Act, 1996.
DP/ Depository Participant Depository Participant as defined under the Depositories Act, 1996.
DRR Debenture Redemption Reserve.
DRT Debt Recovery Tribunal.
DTC Direct Tax Code.
ESOP Employee Stock Option Plan.
FCNR Account Foreign Currency Non Resident Account.
FDI Foreign Direct Investment.
FEMA Foreign Exchange Management Act, 1999.
FEMA Borrowing Regulations Foreign Exchange Management (Borrowing and Lending in Rupees)
Regulations, 2000.
FIMMDA Fixed Income Money Market and Derivative Association of India.
FIR First Information Report.
Financial Year/ Fiscal/ FY Period of 12 months ended March 31 of that particular year.
GDP Gross Domestic Product.
GoI or Government Government of India.
HUF Hindu Undivided Family.
IAS Indian Administrative Service.
IA&AS Indian Audits and Accounts Service.
7
ICAI Institute of Chartered Accountants of India.
IFRS International Financial Reporting Standards.
Income Tax Act Income Tax Act, 1961.
Indian GAAP Generally accepted accounting principles followed in India.
IPC The Indian Penal Code, 1860.
IT Information Technology.
JV Joint Venture.
LIBOR London Inter-Bank Offer Rate.
MoF Ministry of Finance, GoI.
MoHUPA Ministry of Housing and Urban Poverty Alleviation, GoI.
MCA Ministry of Corporate Affairs, GoI.
NBFC Non Banking Finance Company, as defined under applicable RBI
guidelines.
NECS National Electronic Clearing System.
NEFT National Electronic Fund Transfer.
NGO Non-Governmental Organisations.
NSDL National Securities Depository Limited.
NR or “Non-resident” A person resident outside India, as defined under FEMA.
p.a. Per annum.
PAN Permanent Account Number.
PAT Profit After Tax.
PFI Public Financial Institution, as defined under Section 2(72) of the
Companies Act, 2013.
PPP Public Private Partnership.
RBI Reserve Bank of India.
“Rupees” or “Indian Rupees” or The lawful currency of India.
“Rs.”
RTGS Real Time Gross Settlement.
SARFAESI Act Securitisation and Reconstruction of Financial Assets and Enforcement of
Security Interest Act, 2002.
SEBI Securities and Exchange Board of India.
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI Debt Regulations Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008.
SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014
SEBI Listing Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015
Business / Industry Related Terms

ADB Asian Development Bank.
ALCO Asset Liability Management Committee.
BSUP Basic Services to the Urban Poor.
DFI Development Finance Institution.
DPE Department of Public Enterprises, Government of India.
DPR Detailed Project Report.
DISCOM Power Distribution Companies
ECBs External Commercial Borrowings.
EWS Economically weaker sections.
HFC Housing Finance Companies.
FCNR Foreign Currency Non-Resident.
HSMI Human Settlement Management Institute.
HPEC High Powered Expert Committee
8
ILCS Integrated low cost sanitation scheme.
ISO International Organization for Standardization.
IHSDP Integrated Housing and Slum Development Programme.
JNNURM Jawaharlal Nehru National Urban Renewal Mission.
LIG Low income group.
NCD Non-Convertible Debenture.
NHB National Housing Bank.
NPAs Non-Performing Assets.
PSU Public Sector Undertaking.
RAY Rajiv Awas Yojna.
SPV Special Purpose Vehicle.
UIG Urban infrastructure and governance.
UIDSSMT Urban Infrastructure Development Scheme For Small And Medium Towns
Scheme
VAMBAY Valmiki-Ambedkar Awas Yojna.
Yield Ratio of interest income to the daily average of interest earning assets.
Notwithstanding anything contained herein, capitalised terms that have been defined in the sections titled
“Capital Structure”, “Regulations and Policies”, “History and Certain Corporate Matters”, “Statement of Tax
Benefits”, “Our Management”, “Financial Indebtedness”, “Outstanding Litigation and Material
Developments” and “Issue Procedure” on pages 48, 72, 77, 52, 81, 92, 114 and 149, respectively will have the
meanings ascribed to them in such sections.
9
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATON
Certain Conventions
All references in this Shelf Prospectus to “India” are to the Republic of India and its territories and possessions.
Financial Data
Unless stated otherwise, the financial data in this Shelf Prospectus is derived from our i) Reformatted Audited
Financial Statements, and ii) Limited Review Financial Statements. In this Shelf Prospectus, any discrepancies
in any table between the total and the sums of the amounts listed are due to rounding off. All decimals have
been rounded off to two decimal points.
The current financial year of our Company commences on April 1 and ends on March 31 of the next year, so all
references to particular “financial year”, “fiscal year” and “Fiscal” or “FY”, unless stated otherwise, are to the
12 months period ended on March 31 of that year.
The degree to which the Indian GAAP financial statements included in this Shelf Prospectus will provide
meaningful information is entirely dependent on the reader‘s level of familiarity with Indian accounting
practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures
presented in this Shelf Prospectus should accordingly be limited.
Currency and Unit of Presentation
In this Shelf Prospectus, references to “Indian Rupees”, “INR”, “Rs.” and “Rupees” are to the legal currency of
India and references to “US$”, “USD”, and “U.S. dollars” are to the legal currency of the United States of
America and references to “Yen” and “JPY” are to the legal currency of Japan. For the purposes of this Shelf
Prospectus data will be given in Rs. in Crore. In the Shelf Prospectus, any discrepancy in any table between total
and the sum of the amounts listed are due to rounding off.
Industry and Market Data
Any industry and market data used in this Shelf Prospectus consists of estimates based on data reports compiled
by government bodies, professional organizations and analysts, data from other external sources and knowledge
of the markets in which we compete. These publications generally state that the information contained therein
has been obtained from publicly available documents from various sources believed to be reliable but it has not
been independently verified by us or its accuracy and completeness is not guaranteed and its reliability cannot
be assured. Although we believe the industry and market data used in this Shelf Prospectus is reliable, it has not
been independently verified by us. The data used in these sources may have been reclassified by us for purposes
of presentation. Data from these sources may also not be comparable. The extent to which the industry and
market data is presented in this Shelf Prospectus is meaningful depends on the reader‘s familiarity with and
understanding of the methodologies used in compiling such data. There are no standard data gathering
methodologies in the industry in which we conduct our business and methodologies and assumptions may vary
widely among different market and industry sources.
Exchange Rates
The exchange rates (Rs.) of the USD and JPY as at March 31 for the last 5 years and as at the three months
ended December 31, 2015 are provided below:
Currency December 31, September March 31, March 28, March 28, March 30, March 31,
2015 30, 2015 2015 2014^ 2013* 2012# 2011
USD 66.33 65.74 62.59 60.09 54.39 51.15 44.65
JPY 0.55 0.55 0.52 0.58 0.58 0.62 0.54
Source: RBI reference rates
^
March 29, 2014 was a holiday and March 30, 2014 and March 31, 2014 were trading holiday; hence, exchange rates for
last working day of March, 2014 i.e. March 28, 2014 have been used.
*
March 29, 2013 was a holiday and March 30, 2013 and March 31, 2013 were trading holiday; hence, exchange rates for
last working day of March, 2013 i.e. March 28, 2013 have been used.
#
March 31, 2012 was a trading holiday; hence, exchange rates for last working day i.e. March 30, 2012 have been used.
10
FORWARD LOOKING STATEMENTS
Certain statements contained in this Shelf Prospectus that are not statements of historical fact constitute
“forward-looking statements”. Investors can generally identify forward-looking statements by terminology such
as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “objective”,
“plan”, “potential”, “project”, “pursue”, “shall”, “seek”, “should”, “will”, “would”, or other words or phrases of
similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-
looking statements. All statements regarding our expected financial conditions, results of operations, business
plans and prospects are forward-looking statements. These forward-looking statements include statements as to
our business strategy, revenue and profitability, new business and other matters discussed in this Shelf
Prospectus that are not historical facts. All forward-looking statements are subject to risks, uncertainties and
assumptions about us that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement. Important factors that could cause actual results to differ materially from our
expectations include, among others:
 our ability to manage our credit quality;

 interest rates and inflation in India;
 growth prospects of the Indian housing and urban infrastructure sector and related policy
developments;
 changes in the demand and supply scenario in housing and urban infrastructure sector in India;
 general, political, economic, social and business conditions in Indian and other global markets;
 our ability to successfully implement our strategy, growth and expansion plans;
 competition in the Indian and international markets;
 availability of adequate debt and equity financing at reasonable terms;
 performance of the Indian debt and equity markets;
 changes in laws and regulations applicable to companies in India, including foreign exchange control
regulations in India; and
 other factors discussed in this Shelf Prospectus, including in the section titled “Risk Factors” on page
Additional factors that could cause actual results, performance or achievements to differ materially include, but
are not limited to, those discussed in the section titled “Our Business” on page 59 of this Shelf Prospectus. The
forward-looking statements contained in this Shelf Prospectus are based on the beliefs of management, as well
as the assumptions made by, and information currently available to management. Although we believe that the
expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure investors
that such expectations will prove to be correct. Given these uncertainties, investors are cautioned not to place
undue reliance on such forward-looking statements. If any of these risks and uncertainties materialize, or if any
of our underlying assumptions prove to be incorrect, our actual results of operations or financial condition could
differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent
forward-looking statements attributable to us are expressly qualified in their entirety by reference to these
cautionary statements.
11
RISK FACTORS
You should carefully consider all the information in this Shelf Prospectus, including the risks and uncertainties
described below, and in the sections titled “Our Business” on page 59 of this Shelf Prospectusas well as the
financial statements contained in thisShelf Prospectus, before making an investment in the Bonds. The risks and
uncertainties described in this section are not the only risks that we currently face. Additional risks and
uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on
our business, results of operations and financial condition. If any of the following or any other risks actually
occur, our business, prospects, results of operations and financial condition could be adversely affected and the
price of, and the value of your investment in, the Bonds could decline and you may lose all or part of your
investment.
The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in
the risk factors mentioned below. However, there are certain risk factors where such implications are not
quantifiable and hence any quantification of the underlying risks has not been disclosed in such risk factors. The
numbering of risk factors has been done to facilitate the ease of reading and reference, and does not in any
manner indicate the importance of one risk factor over another. You should consult your tax, financial and legal
advisors about the particular consequences to you of an investment in the Bonds.
Unless otherwise stated, our financial information used in this section is derived from our Reformatted Audited
Financial Statements and Limited Review Financial Statements.
RISKS IN RELATION TO OUR BUSINESS
1. If the level of NPAs in our loan portfolio were to increase, our financial condition would be
adversely affected.
The HFC Directions, which are applicable to us, have laid down prudential norms with regard to NPAs,
including in relation to identification of NPAs and income recognition against NPAs. As at March 31, 2015, our
gross NPAs were Rs. 2,069.59 crore or 6.25% of our outstanding portfolio which includes loans extended by us
and investments in bonds, compared to Rs. 2,030.19 crore or 6. 76% as at March 31, 2014. Further, as at March
31, 2015, our net NPAs constituted 1.59% of our outstanding portfolio which includes loans extended by us and
investments in bonds, compared to 2.52% as at March 31, 2014. There is no assurance that the NPA level will
continue to stay at these levels. If the quality of our loan portfolio deteriorates or we are unable to implement
effective monitoring and collection methods, our results of operations and financial condition may get adversely
affected. We have diversified our loan portfolio in the three years ended March 31, 2015 and intend to continue
our efforts to originate new loans. We cannot therefore assure you that there will not be significant additional
NPAs in our loan portfolio in the future on account of existing loans and new loans made. Further, the HFC
Directions on NPAs may become more stringent than they currently are, which may adversely affect our
profitability and results of operations.
The HFC Directions also prescribe the provisioning required in respect to our outstanding loan portfolio. Should
the overall credit quality of our loan portfolio deteriorate, the current level of our provisions may not be
adequate to cover further increases in the amount of our NPAs. Our provisions were Rs.1,307.56 crore in the
year ended March 31, 2014 and Rs. 1,567.70 crore in the year ended March 31, 2015, which represented 64.41%
and 75.75% respectively of our gross NPAs in those periods. If we are required to increase our provisioning in
the future due to increased NPAs or the introduction of more stringent requirements in respect of loan loss
provisioning, this may reduce our profit and adversely impact our results of operations. Furthermore, any re-
classification of a loan asset from standard to sub-standard may have an adverse impact on our profits. For
example, in case of one of our loan asset categorized as sub-standard by the company, the borrower has obtained
an ad-interim stay on further proceedings from High Court of Madras vide order dated June 17, 2015. The
company had sought a legal opinion with respect to asset classification, based on which, the loan asset has been
re-classified from sub-standard to standard asset category. In case of a contrary decision by the High Court, the
asset may need to be re-classified as sub-standard leading to increase in our NPAs. Further, there is no assurance
that we will be able to recover the outstanding amounts due under any defaulted loans.
12
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 on their obligations to us and this may have a materially adverse effect on
our business, results of operations and financial condition.
Most of our loans to various government entities are secured by guarantees from the relevant state governments
with or without their respective budgetary allocations to repay outstanding debt facilities as of each financial
year, or mortgage of properties with a minimum security cover of 125% of the total loan amount. Further, our
loans to entities in the private sector are secured by mortgages of the respective project properties providing us
with a minimum security cover of 150% of the total loan amount, personal guarantees and contributions by
promoters, as deemed fit by us. An economic downturn could result in a fall in relevant collateral values, which,
should we need to foreclose on the collateral, may result in us not being able to recover all of the outstanding
amounts due under defaulted loans.
There is no assurance that we will be able to realise the full value of our security, due to, among other things,
delays on our part to take immediate action, delays in bankruptcy foreclosure proceedings, economic downturns,
defects in security, adverse court orders and fraudulent transfers by borrowers. In the event that a specialised
regulatory agency asserts jurisdiction over the enforcement proceedings, creditor actions can be further delayed.
There can therefore be no assurance that we will be able to foreclose on collateral on a timely basis, or at all,
and if we are able to foreclose on the collateral, that the value will be sufficient to cover the outstanding
amounts owed to us.
In addition, the RBI has developed a corporate debt restructuring process to enable timely and transparent debt
restructuring of corporate entities that are beyond the jurisdiction of the Board of Industrial and Financial
Reconstruction, the Debt Recovery Tribunal and other legal proceedings. The applicable RBI guidelines
contemplate that in the case of indebtedness aggregating Rs. 10.00 crore or more, lenders for more than 75% of
such indebtedness by value and 60% by number may determine the restructuring of such indebtedness and such
determination is binding on the remaining lenders. In circumstances where other lenders account for more than
75% of such indebtedness by value and 60% by number and they are entitled to determine the restructuring of
the indebtedness of any of our borrowers, we may be required by such other lenders to agree to such debt
restructuring, irrespective of our preferred mode of settlement of our loan to such borrower. In addition, with
respect to any loans granted by us through a consortium, a majority of the relevant lenders may elect to pursue a
course of action that may not be favorable to us. Any such debt restructuring could lead to an unexpected loss
that could adversely affect our business, results of operations and financial condition.
3. Our business is vulnerable to interest rate volatility and we will be impacted by any volatility in such
interest rates in our operations, which could cause our net interest margins to decline and adversely
affect our profitability.
Our results of operations are substantially dependent upon the level of our net interest income. Interest rates are
highly sensitive to many factors beyond our control, including the RBI’s monetary policies and domestic and
international economic and political conditions. Our average cost of funds has decreased from 8.47% for the
year ended March 31, 2014 to 7.93% for the year ended March 31, 2015. Changes in interest rates could affect
the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing
liabilities. While upto 13.53% of our loan assets (excluding investments in bonds) had a fixed rate of interest as
of March 31, 2015, our business is still affected by changes in interest rates and the timing of any re-pricing of
our liabilities compared with the repricing of our assets. Whilst we hedge our interest rate exposure to some of
our floating rate liabilities, we are also exposed to interest rate fluctuations on our un-hedged floating rate loans
as our interest expense may increase before we can raise interest rates on our floating rate loans which are
reviewed periodically. Further, there can be no assurance that we will be able to manage our interest rate risk
adequately in the future. If we are unable to do so, this would have an adverse effect on our net interest margin
and hence our profitability.
Further, since around 13.53% of our Housing Finance and Infrastructure Finance portfolio are in the nature of
fixed interest rate loans (which are also subject to reset after every three years), any increase in interest rates
may adversely affect the demand for the products in our loan portfolio, which in turn may affect our interest
income and have a material adverse effect on our business, results of operations and financial condition.
In addition, in a rising interest rate environment, if the yield on our interest-earning assets does not increase
simultaneously with or to the same extent as our cost of funds, or, in a declining interest rate environment, if our
cost of funds does not decline simultaneously or to the same extent as the yield on our interest-earning assets,
13
our net interest income and net interest margin would be adversely impacted. Any such declines in our net
interest margins in the future can have a material adverse effect on our business, results of operations and
financial condition.
4. We may not be able to successfully manage and maintain our growth, which could have a material
adverse effect on our results of operations and financial condition.
Our business has rapidly grown since our inception in 1970 and we have expanded our operations over the
years. We have experienced growth in terms of our operating income, our loan portfolio and the number of our
offices and employees. Our net profits increased at a CAGR of 8.29 % from the year ended March 31, 2011 to
the year ended March 31, 2015. Our future growth depends on a number of factors, including the increasing
demand for housing and urban infrastructure loans in India, competition and regulatory changes. We cannot
assure that we will be able to continue to sustain our growth at historical rates in the future.
As we continue to grow, we must continue to improve our managerial, technical and operational knowledge, the
allocation of resources and our management information systems. In addition, we may be required to manage
relationships with a greater number of customers, third party agents, lenders and other parties. We cannot assure
you that we will not experience issues such as capital constraints, operational difficulties, difficulties in
expanding our existing business and operations and training an increasing number of personnel to manage and
operate the expanded business. Any of these issues may adversely affect the implementation of our expansion
plans in a timely manner and there can be no assurance that any expansion plans, if implemented, will be
successful.
5. Some of the reforms under the scheme of Ujwal Discom Assurance Yojna may lead to an adverse impact
on the financial position of our Company
The Ministry of Power, Government of India has vide itsOffice Memorandum no. 06/02/2015-NEF/FRP dated
November 20, 2015 approved a scheme called Ujwal DISCOM Assurance Yojana Scheme (“UDAY”)with an
objective of financial turnaround of state owned distribution companies. This scheme intends to achieve this by
several initiatives such as-a) reduction in interest cost of DISCOMs principally through phased takeover of
discom debt by state governments; b) improving operational efficiencies of DISCOMs; c) reduction in cost of
power purchase; and d) enforcing financial discipline on DISCOMs through an alignment with state finances.
The major aspects of the scheme for financial turnaround of Discoms as brought out in Office Memorandum
dated 20.11.2015 issued by Ministry of Power, Govt. of India, are as under:
1. States shall take over 75% of Discom debt as on September 30, 2015 over two years – 50% of DISCOM
debt shall be taken over in 2015-16 and 25% in 2016-17.
(a) States will issue non-SLR including SDL Bonds in the market or directly to the respective
Banks/Financial Institutions holding the Discom debt to the appropriate extent.
(b) The 10year State bonds issued by the state will be priced at 10 year G –Sec plus 0.5% spread for 10
year State bonds plus 0.25% spread for non-SLR status on semi-annual compounding basis or market
determined rate whichever is lower. This may be further reduced if the interest is paid on monthly
basis.
(c) Banks/ FIs shall waive off any unpaid overdue interest and penal interest on the DISCOM debt and
refund/ adjust any such overdue/ penal interest paid since 1st October 2013.
2. 50% of the debt as on September 30, 2015 as reduced by any waivers as mentioned above, which will
remain with the DISCOM by the end of 2015-2016 shall be converted by the Bank /FIs into loans or bonds
with interest rate not more than the banks base rate plus 0.1 %. Alternatively, this debt may be fully or
partly issued by DISCOM as state guaranteed DISCOM bonds at the prevailing market rates which shall be
equal to or less than the bank rate plus 0.1%. Half of this residual debt shall be taken over by the State in
2016-2017. The states shall guarantee repayment of Principal and interest payment for the balance debt
remaining with DISCOM / bonds issued by DISCOM.
Accordingly, these reforms announced by the government while being positive for SEBs will lead to loans to
SEBs getting re-priced at lower levels. This in turn could have an impact on the net interest margins of our
Company. The reforms announced with an objective of improving the asset quality of Banks/financial
14
institutions, may also lead to lower loan growth to DISCOMs leading to adverse impact on our financial
position.
Our Company’s exposure under the said scheme as at September 30, 2015 in respect of DISCOM (including
combined Generation, transmission and distribution undertakings) was approximately Rs. 2824.00crore.
Pursuant to our exposure to DISCOMs there may be a reduction the average net interest margins of our
company leading to adverse impact on our profitability.
6. Any inability to meet our debt finance obligations may have an adverse effect on our business and
results of operations.
As of December 31, 2015 we had outstanding indebtedness of Rs. 21,726.55 crore. Our indebtedness could have
several important consequences, including but not limited to, the following:
 we may be required to dedicate a portion of our cash flow towards repayment of our existing debt,
which will reduce the availability of our cash flow to fund asset liability mismatch, capital expenditures
and other general corporate requirements;
 our ability to obtain additional financing in the future may be impaired;
 fluctuations in market interest rates may adversely affect the cost of our borrowings;
 there could be a material adverse effect on our business, prospects, results of operations and financial
condition if we are unable to service our indebtedness or otherwise comply with financial covenants of
such indebtedness; and
 we may be more vulnerable to economic downturns which may limit our ability to withstand
competitive pressures and result in reduced flexibility in responding to changing business, regulatory
and economic conditions.
Our ability to meet our debt service obligations and to repay our future outstanding borrowings will depend
primarily upon the cash flow generated by our business, as well as funding from capital markets. In the event
that we fail to meet our debt service obligations, the relevant lenders could declare us defaulting on our
obligations, accelerate the payment of our obligations or foreclose on security provided by us. We cannot assure
investors that in the event of any such steps by our lenders, we will have sufficient resources to repay these
borrowings. Failure to meet obligations under debt financing agreements may have an adverse effect on our cash
flows, business and results of operations.
Additionally, as of December31, 2015, Rs.659.23 crore, amounting to 3.03% of our total indebtedness was at
floating rates of interest. If the interest rates for our existing or future borrowings increase significantly, our cost
of funds will increase. This may adversely impact our results of operations, planned capital expenditures and
cash flows. Furthermore, there can also be no assurance that any future hedging arrangements we enter into will
successfully protect us from losses due to fluctuations in interest rates because we do not hedge all of our
floating rate debt.
7. We face asset-liability mismatches which could affect our liquidity and consequently may adversely
affect our operations and profitability.
We may face potential liquidity risks due to mismatch in the maturity of our assets and liabilities. As is typical
for a company in the business of lending, a portion of our funding requirements is met through short/medium
term funding sources such as bank loans, cash credit or overdraft facilities. Our inability to obtain additional
credit facilities or renew our existing credit facilities for matching tenure of our liabilities in a timely and cost-
effective manner or at all, may lead to mismatches between our assets and liabilities, which in turn may
adversely affect our operations and financial performance.
8. Our statutory auditors have qualified their audit report on our financial statements in the past and
any qualifications in the auditor’s report in the future may impact our results of operations.
Our statutory auditors have included certain qualifications, emphasis of matter and observations in their audit
reportin the financial statements for the Fiscals 2011, 2012, 2013, 2014 and 2015 including (i) making
additional provision for Non Performing Assets beyond the NHB norms, (ii) accounting for application fees,
front-end-fee, administrative fees and processing fees on loans on realization basis instead of accounting for on
accrual basis, (iii) contravention of the guidelines and prudential norms in respect of income recognition, issued
by the NHB and the Accounting Standard (AS) – 9 on Income Recognition. For details in this respect and
15
management reply thereon, please see the Annexure XII of“Annexure A - Financial Statements” of this Shelf
Prospectus.
We cannot assure you that our auditors will not qualify their audit reports on the audited financial statements in
the future. Any qualifications in our auditors’ reports in the future may impact our results of operations.
9. Financing of Indian housing and urban infrastructure sector is very competitive and increasing
competition may result in declining margins and market shares.
Interest rate deregulation, entry of commercial banks in the business of financing housing and urban
infrastructure sector and other liberalisation measures affecting the business of financing of housing and urban
infrastructure sector, together with increased demand for home finance, have increased competition
significantly.
Historically, financing of housing and urban infrastructure sector was dominated by HFCs and DFIs. While
liberalisation has resulted in significant growth in the market, it has also provided increased access for
borrowers to alternative sources of housing and urban infrastructure finance funding, in particular, from
commercial banks. Most of the commercial banks have wider range of products and services, greater financial
resources and a lower average cost of funds than HFCs or DFIs by having access to retail deposits and greater
marketing capabilities due to their more extensive branch networks. By comparison, HFCs or DFIs are more
reliant on sources of funding with higher costs, such as syndicated loans and debentures for their funding
requirements, which affects their competitiveness in the market when compared to banks. As a result, HFCs or
DFIs have lost market share to commercial banks in the Indian housing and urban infrastructure finance sector.
As a result of increased competition, housing and urban infrastructure loans are becoming increasingly standard
and terms such as floating rate interest options, monthly rest periods and no pre-payment penalties are becoming
increasingly common. In addition, commercial banks and HFCs, including ourselves, have begun to include the
cost of registration, stamp duty and other associated costs as part of the loan disbursement, which has benefited
the borrower by increasing affordability. We cannot assure you that we will be able to retain our market share in
the increasingly competitive housing and urban infrastructure finance sector. Increasing competition may have
an adverse effect on our net interest margins and other operating income, and if we are unable to compete
successfully, our market share will decline as the origination of new loans declines.
10. We may be unable to secure funding at competitive rates, which could adversely affect our growth,
expansion and results of operations.
Our business funding consists of funds raised through the domestic debt markets through issue of debt securities
and loans from various banks and financial institutions, including, among other institutions, Bank of India,
Canara Bank and Vijaya Bank. For further details, please see the section titled “Financial Indebtedness” on
page 92 of this Shelf Prospectus.
While most of our debt securities are on a fixed rate basis, most of the banking sector loans are linked to floating
rate benchmarks. Our cost of funds from banks and the domestic debt market is influenced by our current
domestic credit rating from IRRPL and/ or CARE. For details, see the section titled “Our Business – Our Credit
Ratings” on page 68 of this Shelf Prospectus. The credit rating of our unsecured bonds programme was
downgraded in 2002-03 to AA- by CRISIL. While this downgrading was only for our unsecured bonds
programme, there can be no assurance that our credit rating in general will not be downgraded in future. Further,
a significant factor taken into account for our current domestic credit ratings is the substantial exposure of our
loan portfolio to state government entities running and administering various urban infrastructure projects and
social housing schemes. If our relationship with such state governments change for any reason and our
exposures to them are reduced, there can be no assurance that our domestic credit rating would not be revised by
IRRPL and/or CARE and any such revision may result in an increase in the cost of our funding.
11. We are currently involved in certain criminal proceedings, and any adverse decision in any of these
proceedings may have an adverse effect on our business, results of operations and financial
condition.
We, and some of our employees, are presently involved in three criminal proceedings which have been filed
against us in various forums, which are in relation to, among other things, allegations of conspiracy in the
sanctioning of loans, non-compliance with provisions of the Contract Labour Act, conspiracy in relation to non-
16
disbursal of loans sanctioned by our Company in a timely manner and allegations of fabrications of evidence.
For details of these cases, see the section titled “Outstanding Litigation and Material Developments –Criminal
Proceedings against our Company on page 114 of this Shelf Prospectus. In the event that these proceedings are
decided in favour of the complainants, our business, results of operations and financial condition could be
adversely affected.
12. Our business may be adversely affected by future regulatory changes.
Our housing and urban infrastructure business is regulated by the NHB. For further details, see the section titled
“Regulations and Policies” on page 72 of this Shelf Prospectus. We are also subject to the corporate, taxation
and other laws in effect in India which require continued monitoring and compliance. The introduction of
additional government control or newly implemented laws and regulations including, among other things, in
relation to provisioning for NPAs, recoveries, capital adequacy requirements, exposure norms, etc., depending
on the nature and extent thereof and our ability to make corresponding adjustments, may result in a material
adverse effect on our business, results of operations and financial condition and our future expansion plans in
India. In particular, decisions taken by regulators concerning economic policies or goals that are inconsistent
with our interests, could adversely affect our results of operations. While we will take adequate measures, we
cannot assure you that we will be able to timely adapt to new laws, regulations or policies that may come into
effect from time to time with respect to the financing of housing and urban infrastructure sector in general.
These laws and regulations and the way in which they are implemented and enforced may change from time to
time and there can be no assurance that future legislative or regulatory changes will not have an adverse effect
on our business, results of operations and financial condition.
13. We have a limited history with respect to operating through joint ventures and certain other business
lines and are subject to all of the risks and uncertainties associated with commencing new business
lines in general.
In order to diversify our business-lines in the urban infrastructure sector, we have entered into four joint
ventures in 2005 and 2006 for construction activities and to provide consultancy and technical services.
However, the Board in its meeting held on November 11, 2015 approved exit from all the four (4) Joint Venture
companies.For further details, see the section titled “History and Certain Corporate Matters - Our Joint
Ventures” on page 78 of this Shelf Prospectus. Furthermore, by virtue of an amendment to the ‘Main Objects’
clause of our Memorandum of Association through a resolution of our shareholders passed on May 7, 2013, we
have decided to undertake venture capital business in the housing and urban development sectors and set up a
mutual fund investing in housing and urban development programmes in India.
Compared to our experience in the business of financing housing and urban infrastructure projects, we have
limited operational experience in operating through joint ventures and in the venture capital and mutual funds
space. These businesses involve various risks, including, but not limited to, execution and financing risks.Our
successes in operating through our new business lines will depend, among other things, on our ability to attract
suitable joint venture partners and build relationships with industry partners. Additionally, we are subject to
business risks and uncertainties associated with any new business enterprises, including the risk that we will not
achieve our objectives within the estimated time period, or at all.
14. We have high loan concentrations with our top ten borrowers contributing to 36.96% of our total
loans outstanding as on March 31, 2015 and default by any one of them could significantly affect
our business.
We have significant exposures to state governments as well as their agencies in relation to our loans portfolio.
As of March 31, 2015, aggregate loans to our ten largest borrowers amounted to Rs. 12,118.69 crore,
representing approximately 36.57% of our total loans outstanding as of such date. Our single largest borrower
on such date had an outstanding balance of Rs.2,728.99 crore, representing 8.24% of our total loans outstanding
as of such date. Further, our increasing dependence on state governments and their agencies which have weak
financials has also been highlighted by CARE and IRRPL as a significant risk for our loans portfolio. Whilst we
are currently allowed by the NHB to extend an exposure of upto 75% of our net owned funds (NoF) to
Government agencies (under individual borrower exposure, only for housing and housing related infrastructure),
upto 20% of our NoF to Government agencies (under individual borrower exposure, for projects other than
those of housing and housing related infrastructure), upto 15% of NoF for other category of borrowers (under
individual borrower exposure), upto 150% of our NoF to 5 individual state governments, namely, Andhra
Pradesh, Rajasthan, Karnataka, Tamil Nadu and Telangana (under group exposure), 100% of our NoF to all
17
other state governments and 25% for other category of borrowers (under group exposure), any deterioration in
the credit quality of these assets could have a significant adverse effect on our business, prospects, results of
operations, and financial condition.
15. We are subject to certain restrictive covenants in our loan documents, which may restrict our
operations and ability to grow and may adversely affect our business.
There are certain restrictive covenants in the agreements we have entered into with our lenders. These restrictive
covenants require us to maintain certain financial ratios and seek the prior permission of these banks/financial
institutions for various activities, including, among other things, selling, transferring or otherwise disposing of
any part of our business or revenues, effecting any scheme of amalgamation or reconstitution, implementing a
new scheme of expansion or taking up an allied line of business. Such restrictive covenants in our loan
agreements may restrict our operations or ability to expand and may adversely affect our business. For details of
these restrictive covenants, see the section titled “Financial Indebtedness” on page 92 of this Shelf Prospectus.
16. Some of our Directors may have interests in companies/entities similar to ours, which may result in
a conflict of interest that may adversely affect future financing opportunity from referrals.
Mr. Rajiv Ranjan Mishra and Smt. Jhanja Tripathy, our government-nominee Directors, are also on the board of
directors of Hindustan Prefab Limited and National Buildings Construction Corporation Limited, respectively
which are engaged in business lines similar to ours. For further information with respect to directorships of our
Directors, please see the section titled "Our Management" on page 81 of this Shelf Prospectus.
Such directorship of Mr. Rajiv Ranjan Mishra and Smt. Jhanja Tripathy, and any other directorships in
companies that operate in similar business lines as ours which our Directors may have, from time to time, may
result in potential conflict of interest situations. While, our Board continues to adhere to the requirements of the
Companies Act, there can be no assurance that these or other conflicts of interest will be resolved in a timely
and efficient manner.
17. We are involved in certain legal proceedings, which, if determined against us, could adversely
impact our business and financial condition.
We are a party to various legal proceedings which are pending at different levels of adjudication before various
courts, tribunals, statutory and regulatory authorities/ other judicial authorities, and if determined against our
Company, could have an adverse impact on the business, financial condition and results of operations of our
Company. Materially, we are currently involved in three criminal proceedings as well as numerous civil
proceedings pending in various civil courts and debt recovery tribunals for recoveries of our outstanding loans,
arbitration matters, contempt petitions, income tax proceedings, public interest litigations and various other writ
petitions pending in various high courts in the country. For further details, see the section titled “Outstanding
Litigation and Material Developments” on page 114 of this Shelf Prospectus. We can give no assurance that
these legal proceedings will be decided in our favor. Any adverse decision may have a significant effect on our
business, prospects, financial condition and results of operations.
18. We have experienced incidents of fraud in the past and may experience such frauds in the future as
well, which may have an adverse effect on our business, results of operation and financial condition.
Our housing finance business is susceptible to fraud committed by our borrowers. Although we have taken
measures to safeguard against system-related and other fraud, there can be no assurance that we would be able
to prevent fraud. Since our inception, till March 31, 2015, we have experienced a few instances of fraud. Whilst
we have regularly taken various steps to strengthen internal control, credit appraisal, risk management and fraud
detection procedures, there can be no assurance that they will be sufficient to prevent further cases of fraud. This
may have an adverse effect on our business, results of our operations and financial condition.
19. In the event of our failing to meet the capital adequacy and statutory liquidity requirements on
account of any changes in the existing regulatory policy, our results of operation and financial
condition could be severely affected.
As at March 31, 2015, we have a CRAR of 51.21%, which exceeds the extant NHB requirement of 12%. This
ratio is used to measure a finance company’s capital strength and to promote the stability and efficiency of the
finance system. We currently have low levels of subordinated debt and rely predominately on our Equity Share
18
capital, NCDs and internal accruals to support our growth and maintain a prudent capital base.
Should we be required to raise additional capital in the future in order to maintain our CRAR above the existing
and future minimum required levels, we cannot guarantee that we will be able to obtain this capital on
favourable terms, in a timely manner or at all. Furthermore, a significant reason as to our existing high CRAR is
our substantial exposure to loans granted and guaranteed by the Central/state governments, since extant
prudential norms by the NHB on capital adequacy accord a “zero” risk-weight to such loans guaranteed by state
governments. In the event of any change in the legal regime governing capital adequacy by virtue of which a
higher risk-weightage is accorded to loans granted by companies guaranteed by state governments, our CRAR
may be adversely affected. If we fail to meet the capital adequacy and statutory liquidity requirements, NHB
may take certain actions, including but not limited to restricting our asset growth which could materially and
adversely affect our reputation, results of operations and financial condition.
Further, the NHB makes periodic inquiries and conducts inspections or investigations concerning our
compliance with applicable regulations. While we cannot predict the outcome of any future inspection or
enquiry, we do not believe that any currently ongoing inspection or enquiry will have a material adverse effect
on our business, results of operations or financial condition.
20. In the event that our contingent liabilities were to materialise, our financial condition could be
adversely affected.
Our total contingent liabilities that have not been provided as of March 31, 2015, were Rs. 488.12 crore. The
details are as follows:
(Rs. in crore)
Particulars 2014-15
A Claims of Contractors not acknowledged as debts 0.72
B Counter claims of the Company 0.63
C Demand (including penalty) on account of payment of guarantee fee on SLR debentures
31.61
guaranteed by Government of India
D Disputed Income tax and Interest tax demands against which Company has gone in appeal.
448.19
The Company has paid a cumulative amount upto 31.03.2015 of Rs. 323.69 crore (previous
year Rs. 320.91 crore) under protest
E Disputed Service tax demands against which Company has gone in appeal. The Company has 6.97
paid Rs. 2.64 crore (previous year Rs. 2.50 crore ) under protest
For further details on contingent liabilities, see the section titled “Annexure A - Financial Statements” of this
Shelf Prospectus.
In the event that any of the said contingent liabilities fructify, the same could adversely affect the financial
condition of our Company.
21. We may be required to bear additional tax liability for previous assessment years, which could
adversely affect our financial condition.
According to extant guidelines from the NHB, an HFC is not permitted to recognise income if the amount due in
respect of a loan has not been paid by the borrower for 90 days or more and such amount is considered an NPA.
However, under section 43D read with rule 6EB of the Income Tax Rules, the definition of an NPA under the
Income Tax Act is different from that provided by extant guidelines of the NHB in force at present.
While we have been following the guidelines of the NHB on income recognition, if the interpretation of the
income tax department is different to ours, we may be required to bear additional tax liabilities for previous
assessment years, as well as an increased tax liability in the future as a result of our income being recognized by
the income tax department at a higher level than the income offered for taxation under the guidelines set out by
the NHB.
22. We are subject to risks arising from exchange rate fluctuations and devaluation of the Indian rupee
against any foreign currencies which could increase our cost of finance, thereby adversely affecting
our results of operation and financial condition.
We are exposed to risks related to exchange rate fluctuations, particularly with respect to the U.S. dollar and the
19
Japanese Yen, because we report our results in Indian rupees but have debt which is denominated in U.S. dollars
and Japanese Yen. As a result, changes in currency exchange rates may affect our results of operations. As at
December 31, 2015, Rs. 363.50 crore, or approximately 1.67% of our total indebtedness of Rs. 21,726.55 crore
was denominated in U.S. dollars and Rs.179.41 crore, or approximately 0.83% of our total indebtedness of
Rs.21,726.55crore was denominated in Japanese Yen. In order to reduce our currency exchange risks, we
currently have hedging arrangements in relation to a significant portion of these external commercial
borrowings. However, an indebtedness of Rs.33.16 crore denominated in U.S. dollars and Rs.117.85 crore
denominated in Japanese Yen is currently not subject to any hedging arrangements. For further details, please
see the section titled "Financial Indebtedness" on page 92 of this Shelf Prospectus. There can be no assurance
that our existing hedging measures will enable us to avoid the effect of any adverse fluctuations in the value of
the Indian rupee against the U.S. dollar and the Japanese Yen or other relevant foreign currencies. Any
depreciation of the Indian rupee against the U.S. dollar, the Japanese Yen or other foreign currencies may
adversely affect our results of operations if we are unable to pass on the costs of foreign exchange variations to
our customers.
23. Borrowing for the purchase or construction of property may not continue to offer borrowers the
same fiscal benefits it currently offers, which would result in lower demand for our housing finance
portfolio, and thereby, adversely affect our business.
The growth in the financing of housing sector in India in the last decade is in part due to the introduction of tax
benefits for homeowners. Tax benefits on borrowed capital for the repairs, renewals, construction, re-
construction or acquisition of house property have been allowed up to certain limits. There can be no assurance
that the GoI will continue to offer such tax benefits to borrowers at the current levels or at all. In addition, there
can be no assurance that the GoI will not introduce tax efficient investment options which are more attractive to
borrowers than investment in property. The demand for housing and/or housing finance may be reduced if any
of these changes occur, thereby adversely affecting our business.
24. The upgrade of our Information Technology systems is due, and in the event such upgrade is
unsuccessful or delayed, our business could be significantly affected.
The upgrade of our information technology systems is due. We are yet to appoint a vendor for the upgrade of
our information technology such that the timeliness and quality of information available for the purposes of
more effective decision making can be improved. We cannot assure you that a vendor for the upgrade will be
hired any time soon. Further, there can be no assurance that the new systems will be successfully integrated into
our existing systems, that our employees can be successfully trained to utilise the upgraded systems, that the
upgraded systems, if installed and operational, will not become quickly outdated or that the upgraded systems
will bring about the anticipated benefits.
25. Our Registered Office is not owned by or leased to us, and in the event we are unable to continue to
operate from such premises, our business, financial condition and results of operation may be
adversely affected.
The land on which our Registered Office is located was allotted to the India Habitat Centre, a registered society,
(“IHC”) by the Land & Development Office (“L&DO”), Ministry of Urban Development, GoI in 1988 for the
construction of buildings. IHC was thereafter required to enter into a lease deed with L&DO, and furthermore,
enter into a tripartite sub-lease agreement with our Company and the L&DO, GoI. While IHC has entered into a
lease deed with the L&DO, the subsequent tripartite sub-lease deed with the IHC and the L&DO has not yet
been entered into by us. However, all the due payments have been made by HUDCO and the extent of
proportionate area in the IHC complex belonging to HUDCO has also been earmarked by IHC.
A refusal by IHC to enter into a tripartite sub-lease with us may compel us to relocate our Registered Office to
different premises at terms and conditions which may be less favourable than our current arrangements. Further,
in the event, IHC offers to enter into a tripartite sub-lease deed with us, it may not be on terms and conditions
that are acceptable to us.
26. With regard to the composition of our Board, we are currently not in compliance, and have not been
able to comply on certain occasions in the past, with guidelines issued by the Department of Public
Enterprises and under the provisions of the Companies Act, 2013.
With regard to the composition of our Board, we are currently not in compliance, and have not been able to
20
comply on certain occasions in the past, with the provisions of the Office Memorandum dated May 14, 2010
issued by the Department of Public Enterprises, Ministry of Heavy Industries and Public Enterprises, GoI
(“DPE Corporate Governance Guidelines”). Our statutory auditors have, in certain occasions in the past,
qualified their annual corporate governance reports of our Company stating that our Board was not in
compliance with the DPE Corporate Governance Guidelines. Our Company has responded to this qualification
by stating that the power to appoint Directors on its Board vests with the GoI and that this non-compliance had
been duly brought to the attention of the GoI on numerous occasions.
Furthermore, as on date, less than 50% of the members of our Board are independent Directors, which makes us
non-compliant with the DPE Corporate Governance Guidelines and under Section 149 (4) of the Companies
Act, 2013 every listed public company shall have atleast 1/3 rd of the total number of Directors as Independent
Directors. There can be no assurance, given the fact that our Company does not have the power to appoint
Directors on its Board, that such non-compliance will be rectified in a timely manner, or that, upon the
expiration of the terms of our current independent Director or the appointment of functional directors, suitable
and timely replacements will be appointed by the GoI.
27. Our profits and cashflows could be adversely affected upon the approval of the ‘Voluntary
Retirement Scheme 2013’ by our shareholders.
Our Board has, by its resolution dated April 23, 2013, approved the Voluntary Retirement Scheme, 2013
(“HUDCO VRS Scheme”), providing for voluntary retirement benefits for certain of its wholetime employees.
The HUDCO VRS Scheme provides, inter alia, lumpsum ex-gratia payments to eligible employees in lieu of
their voluntary retirement. While the financial impact of the HUDCO VRS Scheme, once approved by our
shareholders is contingent on the number of eligible employees chosing to avail of voluntary retirement, the
implementation of this scheme may have a material adverse effect on our cashflows, profits, results of
operations and financial condition.
28. We have negative cash flows in recent periods and an inability to generate and sustain positive cash
flows in the future may adversely affect our business, results of operation and financial condition.
We have had negative cash flows in recent periods, the details of which are as under:
(Rs. in crore)
Particulars Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2012 Fiscal 2011
Net cash used in operating activities (182.31) (3663.15) (429.83) (896.21) (414.26)
Net cash used in investing activities (12.61) (80.26) 531.60 71.20 206.04
Net cash used in financing activities 204.36 3375.30 (2,181.93) 2875.65 179.69
For further details, see the section titled “Annexure A - Financial Statements” of this Shelf Prospectus.
Negative cash flow over a long period and inability to generate and sustain positive cash flows in the future may
adversely affect our business, results of operation and financial condition.
29. Office copies of some of the forms required to be filed with the RoC in the past with regard to certain
corporate actions are not traceable in our office as also with the RoC, which may affect our
compliance with the Companies (Central Government) General Rules and Forms, 1956.
Some of our forms with the RoC with regard to certain corporate actions in the past are not traceable and we
may not have filed some or all of such forms with the RoC. For instance, we are unable to trace forms in respect
of increase in our authorised share capital and the allotment of equity shares. We have not been able to obtain
copies of such relevant documents, including from the RoC. Consequently, we may not be in compliance with
Companies (Central Government) General Rules and Forms, 1956 in respect of such periods in the past.
30. We benefit from certain tax benefits available to us as a public financial institution and if these
benefits are no longer available to us, our business, financial condition, results of operations may be
adversely affected.
We currently receive tax benefits by virtue of our status as a public financial institution which have enabled us
to reduce our effective tax rate. In the Fiscals 2011, 2012, 2013, 2014 and 2015 our effective tax liability,
calculated on the basis of our tax liability as a percentage of profit before tax, was lesser as compared to
statutory corporate tax rates (including surcharge and cess) for such periods. The availability of such tax benefits
21
is subject to the policies of the GoI, among other things, and there can be no assurance as to any tax benefits that
we will receive in the future. If the laws or regulations regarding these tax benefits are amended, our taxable
income and tax liability may increase, which would adversely impact our financial condition and results of
operations. In addition, it is likely that the Direct Tax Code, once introduced, could significantly alter the
taxation regime, including incentives and benefits, applicable to us. If the laws or regulations regarding the tax
benefits applicable to us were to change, our taxable income and tax liability may increase, which would
adversely affect our financial results.
31. Loss of our key management personnel may have an adverse affect on our business, results of
operations, financial condition and ability to grow.
Our future performance depends on the continued service of our Board and key management personnel. We face
a continuous challenge to recruit and retain a sufficient number of suitably skilled management personnel,
particularly as we continue to grow. There is significant competition for skilled management personnel in our
industry, and it may be difficult to attract and retain the key management personnel we need in the future. While
we have employee friendly policies including an incentive scheme to encourage employee retention, the loss of
key management personnel may have an adverse affect on our business, results of operations, financial
condition and ability to grow.
32. 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.
We insure the property in relation to our registered office and our corporate office, and other office properties
which are renewed on an annual basis. Further, in case of mortgage and hypothecation based loans, the relevant
loan agreements stipulate that the borrowers obtain insurance for the relevant project properties.
However, such insurance may not be adequate to cover all losses or liabilities that may arise including when the
loss is not easily quantified. Even if we make a claim under an insurance policy, we may not be able to
successfully assert our claim for any liability or loss under such insurance policy. Further, with respect to
insurance of the project properties, some of the borrowers may not have renewed the insurance on a regular
basis.
33. The proposed adoption of IFRS may result in our financial condition and results of operations
appearing materially different than under Indian GAAP.
Our Financial Statements are extracted from our Consolidated Financial Statements as of and for the Financial
Years ended March 31, 2011, 2012, 2013, 2014 and 2015 prepared in accordance with Indian GAAP and no
attempt has been made to reconcile any of the information given in this Shelf Prospectus to any other principles
or to base it on any other standards. Indian GAAP differs in certain significant respects from IFRS, U.S. GAAP
and other accounting principles and auditing standards with which prospective investors may be familiar with in
other countries. We do not provide a reconciliation of our Financial Statements to IFRS or U.S. GAAP or a
summary of principal differences between Indian GAAP, IFRS and U.S. GAAP relevant to our business. As
there are significant differences between Indian GAAP and IFRS and between Indian GAAP and U.S. GAAP,
there may be substantial differences in the results of operation, cash flows and financial positions discussed in
this Red Herring Prospectus, if the relevant Financial Statements were prepared in accordance with IFRS or U.S.
GAAP. Accordingly, the degree to which the financial information included in this Shelf Prospectus will
provide meaningful information is dependent on your familiarity with Indian GAAP and the Companies Act,
any reliance by persons not familiar with Indian GAAP or the financial disclosures presented in this Shelf
Prospectus should accordingly be limited.
34. Public companies in India, including our Company, shall be required to prepare financial
statements under Indian Accounting Standards.
Our Company currently prepares its annual and interim financial statements under Indian GAAP. The MCA,
Government of India, has, through a notification dated February 16, 2015, set out the Indian Accounting
Standards (“Ind AS”) and the timelines for their implementation. In accordance with such notification, our
Company is required to prepare its financial statements in accordance with Ind AS for the accounting period
commencing April 1, 2016.
22
Ind AS is different in many respects from Indian GAAP under which our financial statements are currently
prepared. Accordingly, our financial statements for the period commencing from April 1, 2016 may not be
comparable to our historical financial statements. Moreover, Ind AS also differs materially in certain respects
from IFRS. There can be no assurance that our financial statements will not appear to be materially different
under Ind AS from that under Indian GAAP or IFRS. Further, as our Company adopts Ind AS reporting, it may
encounter difficulties in the process of implementing and enhancing our Company’s management information
systems for such implementation. Our management may also have to divert its time and other resources for
successful and timely implementation of Ind AS. Our Company cannot, therefore, assure you that the adoption
of Ind AS will not adversely affect its reported results of operations or financial condition. Further, our inability
to successfully implement Ind AS in accordance with the prescribed timelines will subject us to regulatory
action and other legal consequences.
Further, our Board has accorded the approval for change in the accounting policies from the financial year 2014-
2015 and onwards and there is no assurance that the adoption of the new accounting policies will not adversely
affect the results of operations or financial conditions.
35. With regard to compliance with the Housing Finance Companies (NHB) Directions, 2010, we are
currently not in compliance, and have not been able to comply on certain occasions in the past, with
the directions of the Housing Finance Companies (NHB) Directions, 2010.
With regards to compliance with the directions of Housing Finance Companies (NHB) Directions, 2010, we are
not in compliance with the directions with respect to the investment in equity share of HFC i.e. Indbank
Housing Limited which is beyond the ceiling of 15% as the prescribed limit, which was invested around twenty
years back by our Company and there is no assurance that such non compliance will be rectified in the near
future.
36. The President of India acting through the MoHUPA exercises a majority control in the Company,
which enables it to influence the decision making process.
As on December 31, 2015 the President of India acting through the MoHUPA holds 100% of the paid-up Equity
Share capital of our Company, either directly or through nominee shareholders which enables the Government
of India to influence the outcome of any matter submitted to shareholders for their approval. Exercise of such
influence by the Government of India may adversely affect the interests of the Company and its other
shareholders which, in turn, could adversely affect the goodwill, operations and profitability of the Company.
37. This Shelf Prospectus includes Limited Review Financial Statements and subjected to limited review
in accordance with the Standard on Review Engagements (SRE) 2410 - Review of Interim Financial
Information Performed by the Independent Auditor of the Entity issued by the Institute of Chartered
Accountants of India, in relation to our Company. Reliance on such Limited Review Financial
Statements should, accordingly, be limited.
This Shelf Prospectus includes Limited Review Financial Statements in relation to our Company, for the six
months ended September 30, 2015, which have been prepared by the Company, in respect of which the Auditors
of our Company have conducted their review in accordance with Standard on “Review Engagements (SRE)
2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by
the Institute of Chartered Accountants of India and have issued their Limited Review Report dated October 26,
2015. As Limited Review Financial Results have been subject only to a limited review as described in Standard
on Review Engagements (SRE) 2410, “Review of Interim Financial Information Performed by the Independent
Auditor of the Entity” issued by the Institute of Chartered Accountants of India, and not to an audit, any reliance
by prospective investors on such Limited Review Financial Statements for the six months ended September 30,
2015 should, accordingly, be limited.
RISKS IN RELATION TO THE BONDS
38. 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.
The Bonds are classified as ‘tax free bonds’ issued in terms of Section 10(15)(iv)(h) of the Income Tax Act and
the CBDT Notification. In accordance with the said section, the amount of interest on such bonds shall be
entitled to exemption under the provisions of Income Tax Act. Therefore only the amount of interest on bonds is
23
exempt and the amount of investment will not be considered for any deduction/ exemption under the Income
Tax Act. For further details, see the section titled “Statement of Tax Benefits” on page 52 of this Shelf
Prospectus.
39. There is no guarantee that the Bonds issued pursuant to this Issue will be listed on the BSE in a
timely manner, or at all.
In accordance with Indian law and practice, permissions for listing and trading of the Bonds issued pursuant to
this Issue will not be granted until after the Bonds have been issued and allotted. Approval for listing and
trading will require all relevant documents authorising the issuing of Bonds to be submitted. There could be a
failure or delay in listing the Bonds on the BSE.
40. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts
and/or the interest accrued thereon in connection with the Bonds.
Our ability to pay interest accrued on the Bonds and/or the principal amount outstanding from time to time in
connection therewith would be subject to various factors, including, inter-alia our financial condition,
profitability and the general economic conditions in India and in the global financial markets. We cannot assure
you that we would be able to repay the principal amount outstanding from time to time on the Bonds and/or the
interest accrued thereon in a timely manner, or at all. Although our Company will create appropriate security in
favour of the Debenture Trustee for the holders of the Bonds on the assets adequate to ensure 100% asset cover
for the Bonds, the realizable value of the secured assets, when liquidated, may be lower than the outstanding
principal and/or interest accrued thereon in connection with the Bonds. A failure or delay to recover the
expected value from a sale or disposition of the secured assets could expose you to a potential loss.
41. Any downgrading in credit rating of our Bonds may affect the trading price of the Bonds.
The Bonds proposed to be issued under this Issue have been rated ‘CARE AAA’ by CARE and ‘IND AAA’ by
IRRPL. The ratings provided by CARE and IRRPL may be suspended, withdrawn or revised at any time. Any
revision or downgrading in the above credit rating may lower the value of the Bonds and may also affect our
Company’s ability to raise further debt.
42. Changes in interest rates may affect the prices of the Bonds.
All securities where a fixed rate of interest is offered, such as the Bonds, are subject to price risk. The price of
such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of
fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the
prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of
prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing
economy, are likely to have a negative effect on the price of the Bonds.
43. A debenture redemption reserve will be created, only up to an extent of 25% for the Bonds and in the
event of default in excess of such reserve, Bondholders may find it difficult to enforce their interests.
Section 71 of the Companies Act, 2013 states that any company that intends to issue debentures must create a
Debenture Redemption Reserve out of the profits of the company available for payment of dividend until the
redemption of the debentures. Further, the Companies (Share Capital and Debentures) Rules, 2014 states that
the Company shall create Debenture Redemption Reserve and ‘the adequacy’ of DRR will be 25% of the value
of debentures issued through public issue as per present SEBI Debt regulations in case of HFCs registered with
NHB. Further, every company required to create Debenture Redemption Reserve shall on or before the 30th day
of April in each year, invest or deposit, as the case may be, a sum which shall not be less than 15% (fifteen
percent), of the amount of its debentures maturing during the year ending on the 31st day of March of the next
year, in any one or more of the following methods, namely: (i) in deposits with any scheduled bank, free from
any charge or lien; (ii) in unencumbered securities of the Central Government or of any State Government; (iii)
in unencumbered securities mentioned in sub-clauses (a) to (d) and (ee) of Section 20 of the Indian Trust Act,
1882; (iv) in unencumbered bonds issued by any other company which is notified under sub-clause (f) of
Section 20 of the Indian Trusts Act, 1882; (v) the amount invested or deposited as above shall not be used for
any purpose other than for redemption of debentures maturing during the year referred above, provided that the
amount remaining invested or deposited, as the case may be, shall not at any time fall below 15% (fifteen
percent) of the amount of the debentures maturing during the year ending on the 31st day of March of that year.
24
Therefore, we will maintain a debenture redemption reserve only to the extent of 25% of the Bonds issued, or
such a percentage as may be required under the applicable law as amended from time to time, and the
Bondholders may find it difficult to enforce their interests in the event of or to the extent of a default in excess
of such reserve.
44. Payments made on the Bonds will be subordinated to certain tax and other liabilities preferred by
law.
The Bonds will be subordinated to certain liabilities preferred by law such as to claims of the GoI on account of
taxes, and certain liabilities incurred in the ordinary course of our transactions. In particular, in the event of
bankruptcy, liquidation or winding-up, our assets will be available to pay obligations on the Bonds only after all
of those liabilities that rank senior to these Bonds have been paid, as per applicable laws. In the event of
bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining, after paying amounts
relating to these proceedings, to pay amounts due on the Bonds. Further, there is no restriction on the amount of
debt securities that we may issue that may rank above the Bonds. The issue of any such debt securities may
reduce the amount recoverable by investors in the Bonds on our bankruptcy, winding-up or liquidation.
45. There may be no active market for the Bonds as a result the liquidity and market prices of the Bonds
may fail to develop and may accordingly be adversely affected.
There can be no assurance that an active market for the Bonds will develop. If an active market for the Bonds
fails to develop or be sustained, the liquidity and market prices of the Bonds may be adversely affected. The
market price of the Bonds would depend on various factors inter alia including (i) the interest rate on similar
securities available in the market and the general interest rate scenario in the country, (ii) the market price of our
Equity Shares, (iii) the market for listed debt securities, (iv) general economic conditions, and, (v) our financial
performance, growth prospects and results of operations. The aforementioned factors may adversely affect the
liquidity and market price of the Bonds, which may trade at a discount to the price at which you purchase the
Bonds and/or be relatively illiquid.
EXTERNAL RISKS
46. A slowdown in economic growth in India could cause our business to be adversely affected.
We are incorporated in India, and substantially all of our assets and employees are located in India. As a result,
we are highly dependent on prevailing economic conditions in India and our results of operations are
significantly affected by factors influencing the Indian economy. Any slowdown in economic growth in India
could adversely affect us, including our ability to grow our asset portfolio, the quality of our assets, and our
ability to implement our strategy.
The GDP growth rate of India has declined to 4.5% in the Financial Year 2013 and 4.7% in the Financial Year
2014. (Source: Indian Economic Survey 2013-14, Ministry of Finance, Government of India) Additionally, an
increase in trade deficit, a downgrading in India’s sovereign debt rating or a decline in India’s foreign exchange
reserves could negatively affect interest rates and liquidity, which could adversely affect the Indian economy
and our business. Any downturn in the macroeconomic environment in India could adversely affect our
business, financial condition, results of operation and the trading price of our Equity Shares.
47. Increased volatility or inflation of commodity prices in India could adversely affect our Company’s
business.
In recent months, consumer and wholesale prices in India have exhibited marked inflationary trends, with
particular increases in the prices of food and crude oil. Any increased volatility or rate of inflation of global
commodity prices, in particular oil metals and metal products prices, could adversely affect our Company's
borrowers and contractual counterparties. This may lead to slowdown in the growth of the infrastructure and
related sectors could adversely impact our Company’s business, results of operations and financial condition.
48. Political instability or changes in the GoI could adversely affect economic conditions in India and
consequently, our business.
The GoI has traditionally exercised and continues to exercise a significant influence over many aspects of the
economy. Since 1991, successive governments have pursued policies of economic and financial sector
25
liberalisation and deregulation and encouraged infrastructure projects.
A significant change in the GoI’s policies in the future, particularly in respect of financing of housing and urban
infrastructure sector, could affect business and economic conditions in India. This could also adversely affect
our business, prospects, results of operations and financial condition.
49. Natural calamities could have a negative impact on the Indian economy and could cause our
business to be adversely affected.
India has experienced natural calamities such as earthquakes, floods and drought in the recent past. The extent
and severity of these natural disasters determine their impact on the Indian economy. These along with
prolonged spells of below normal rainfall in the country or other natural calamities could have a negative impact
on the Indian economy, thereby affecting our business.
50. Difficulties faced by other banks, financial institutions or the Indian financial sector generally could
cause our business to be adversely affected.
We are exposed to the risks of the Indian financial sector which in turn may be affected by financial difficulties
and other problems faced by Indian financial institutions. Certain Indian financial institutions have experienced
difficulties during recent years particularly in managing risks associated with their portfolios and matching the
duration of their assets and liabilities, and some co-operative banks have also faced serious financial and
liquidity crises. Any major difficulty or instability experienced by the Indian financial sector could create
adverse market perception, which in turn could adversely affect our business, prospects, results of operations
and financial condition.
51. Any downgrading of India’s debt rating by an international rating agency could have a negative
impact on our business.
Any adverse revisions to India’s credit ratings for domestic and international debt by international rating
agencies may adversely impact our ability to raise additional financing, and the interest rates and other
commercial terms at which such additional financing may be available. This could have an adverse effect on our
business and future financial performance, our ability to obtain financing for capital expenditures and the
trading price of the Bonds.
52. The market value of your investment may fluctuate due to the volatility of the Indian securities
market.
Indian stock exchanges (including the NSE and the BSE) have experienced temporary exchange closures, broker
defaults, settlement delays and strikes by brokers. If such or similar problems were to re-occur, this may have
effect on the market price and liquidity of the securities of Indian companies, including the Bonds. In addition,
the governing bodies of Indian stock exchanges have from time to time imposed restrictions on trading in certain
securities, limitations on price movements and margin requirements. In the past, disputes have occurred between
listed companies, stock exchanges and other regulatory bodies, which in some cases have had a negative effect
on market sentiment.
53. The Companies Act, 2013 has effected significant changes to the existing Indian company law
framework, and SEBI has introduced changes to the equity listing agreements, some provisions of
which are effective from October 1, 2014 and some became effective from April 1, 2015, which may
subject us to higher compliance requirements and increase our compliance costs.
A majority of the provisions and rules under the Companies Act, 2013 have recently been notified and have
come into effect from the date of their respective notification, resulting in the corresponding provisions of the
Companies Act, 1956 ceasing to have effect. The Companies Act, 2013 provides for, among other things,
changes in the regulatory framework governing the issue of capital (including provisions in relation to issue of
securities on a private placement basis), disclosures in offer document, corporate governance norms, accounting
policies and audit matters, obtaining prior approval from the audit committee, board of directors and
shareholders for certain related party transactions, introduction of a provision allowing the initiation of class
action suits in India against companies by shareholders or depositors, a restriction on investment by an Indian
company through more than two layers of subsidiary investment companies (subject to certain permitted
exceptions), prohibitions on loans to directors and insider trading and restrictions on directors and key
26
managerial personnel from engaging in forward dealing. The Companies Act, 2013 is expected to be
complemented by a set of rules that shall set out the procedures for compliance with the substantive provisions
of the Companies Act, 2013. In the absence of such rules it is difficult to predict with any degree of certainty the
impact, adverse or otherwise, of the Companies Act, 2013 on the issue, and on the business, prospects and
results of operations of the Company.
The Companies Act, 2013 introduced certain additional requirements which do not have corresponding
equivalents under the Companies Act, 1956. Accordingly, we may face challenges in interpreting and
complying with such provisions due to limited jurisprudence on them. In the event, our interpretation of such
provisions of the Companies Act, 2013 differs from, or contradicts with, any judicial pronouncements or
clarifications issued by the Government in the future, we may face regulatory actions or we may be required to
undertake remedial steps. Additionally, some of the provisions of the Companies Act, 2013 overlap with other
existing laws and regulations (such as the corporate governance norms and insider trading regulations issued by
SEBI). Recently, SEBI issued revised corporate governance guidelines which are effective from October 1,
2014 (except in the case of appointment of one woman director, in which case the timelines for compliance has
been extended to April 1, 2015). Pursuant to the revised guidelines, we will be required to, amongst other things
ensure that there is at least one woman director on our Board at all times, establish a vigilance mechanism for
directors and employees and reconstitute certain committees in accordance with the revised guidelines, which
we have complied with. We may face difficulties in complying with any such overlapping requirements. As a
result of the changes brought about by the Companies Act, 2013 to the provisions relating to the accounting
policies, going forward, we may also be required to apply a different rate of depreciation. Further, we cannot
currently determine the impact of provisions of the Companies Act, 2013 which are yet to come in force.
Further, pursuant to Section 27 of the Companies Act 2013, any variation in the objects of the Issue would
require a special resolution of the shareholders and the promoter or controlling shareholders will be required to
provide an exit opportunity to the shareholders who do not agree to such proposal to vary the objects in
accordance with the Articles of Association of our Company and as may otherwise be prescribed by SEBI.
On May 26, 2015, the Companies (Amendment) Act, 2015 (the “Amendment Act”) was notified which brings
certain amendments to the Companies Act, 2013 few of which are yet to come into force. The Amendment Act
provides for, amongst other things, relaxation from special resolution for approval of related party transactions
by non-related shareholders, auditor reporting of frauds, empowering the audit committee to give omnibus
approvals for related party transactions on an annual basis and specific punishment for deposits accepted under
the Companies Act, 2013. We cannot assure you that the Amendment Act will not have an adverse effect on our
business, results of operations and financial condition.
Additionally, we may face challenges in interpreting and complying with such provisions due to limited
jurisprudence on them. In the event, our interpretation of such provisions of the Companies Act 2013 differs
from, or contradicts with, any judicial pronouncements or clarifications issued by the Government in the future,
we may face regulatory actions or we may be required to undertake remedial steps.
27
THE ISSUE
The CBDT has, by the CBDT Notification, authorised our Company to raise the Bonds aggregating to Rs.
5,000.00 crore. Our Company proposes to raise Rs. 3,711.50 crore* through a public issue of the Bonds in one or
more tranches prior to March 31, 2016.
*
In terms of the CBDT Notification, our Company has raised Rs. 151.00 crore, Rs. 1029.00 crore and Rs. 108.50 crore on
a private placement basis through Private Placement Offer Letters dated July 29, 2015, September 30, 2015 and October
7, 2015 respectively. Further, the Company may also raise Bonds through private placement route in one or more
tranches during the process of the present Issue, except during the Issue period. The aggregate amount raised through
the private placement route shall not exceed Rs. 1,500.00 crore, i.e. upto 30% of the allocated limit for raising funds
through the Bonds during the Fiscal 2016, at its discretion. Our Company shall ensure that Bonds issued through the
public issue route and private placement route in Fiscal 2016 shall together not exceed the allocated limit. In case our
Company raises funds through private placements during the process of the present Issue, except during the Issue period,
until allotment, the Shelf Limit for the Issue shall get reduced by such amount raised.
The following is a summary of the terms of the Bonds, for an amount not exceeding the Shelf Limit. This
section should be read in conjunction with, and is qualified in its entirety by, more detailed information in the
section entitled “Terms of the Issue” on page 132 of this Shelf Prospectus.
COMMON TERMS FOR ALL SERIES OF THE BONDS
Security name See the section titled “Terms and Conditions in Connection with the Bonds” on page130.
Issuer Housing and Urban Development Corporation Limited.
Type of instrument Tax free bonds of face value of Rs. 1,000.00 each, in the nature of secured, redeemable, non-
convertible debentures, having benefits under section 10(15)(iv)(h) of the Income Tax Act.
Nature of instrument Secured.
Seniority Senior.
Mode of issue Public issue.
Eligible Investors See the section titled “Issue Procedure - Who can apply” on page 149 of this Shelf Prospectus.
Listing The Bonds shall be listed on the BSE within 12 Working Days from the Issue Closure Date.
Rating of the ‘CARE AAA’ from CARE and ‘IND AAA’ from IRRPL.
instrument
These credit 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 assigning rating agencies and should be evaluated independently of any other ratings. For the
rationale for these ratings, see Annexure B of this Shelf Prospectus.
Issue size As specified in the relevant Tranche Prospectus with aggregate issuance amount in all Tranche
Prospectus taken together, not exceeding the Shelf Limit.
Option to retain As specified in the relevant Tranche Prospectus(es).
oversubscription
Objects of the Issue See the section titled “Objects of the Issue” on page 50 of this Shelf Prospectus.
Details of utilisation of See the section titled “Objects of the Issue” on page 50 of this Shelf Prospectus.
proceeds
Coupon rate See the section titled “Terms of the Issue - Interest” on page 137 of this Shelf Prospectus.
Step up/ step down See the section titled “Terms of the Issue - Interest” on page 137 of this Shelf Prospectus.
coupon rates
Coupon payment Annual.
frequency
Coupon payment dates See the section titled “Terms of the Issue - Payment of Interest on Bonds” on page 139 of this
Shelf Prospectus.
Coupon type Fixed.
Coupon Reset Process Not Applicable
Default interest See the section titled “Terms of the Issue - Events of Default” on page 142 of this Shelf
Prospectus.
Day count basis Actual/ actual.
Interest on Application See the section titled “Terms of the Issue - Interest on Application Amounts” on page 138 of
Amounts this Shelf Prospectus.
Tenor 10 years and 15 years from the Deemed Date of Allotment.
Redemption Dates The date(s) on which the Bonds issued under different series falls due for redemption as
specified in the relevant Tranche Prospectus (es).
Redemption Amount In respect of Bonds Allotted to a Bondholder, the face value of the Bonds along with interest
that may have accrued as on the Redemption Date.
Redemption Premium/ Not Applicable
28
Discount
Issue Price (in Rs.) Rs. 1,000.00.
Discount at which Not Applicable
security is issued and
the effective yield as a
result of such discount
Put/Call Not Applicable
Face Value (in Rs.) Rs. 1,000.00
Minimum application As specified in the Tranche Prospectus.
size
The minimum number of Bonds per application form will be calculated on the basis of the total
number of Bonds applied for under each such Application Form and not on the basis of any
specific option.
Issue opening date As specified in the Tranche Prospectus.
Issue closing date* As specified in the Tranche Prospectus.
The Issue shall remain open for subscription from 10:00 a.m. till 5:00 p.m. (Indian Standard
Time) for the period mentioned above, with an option for early closure or extension by such
period as may be decided by the Board of Directors or a duly constituted committee thereof, or
the Chairman and Managing Director. In the event of such early closure or extension of the
subscription list of the Issue, our Company shall ensure that public notice of such early closure
is published on or before the day of such early date of closure through advertisement/s in at least
one leading national daily newspaper.
Pay-in date Application Date.
Deemed date of The date on which the Board or a duly constituted committee thereof, or the Chairman and
Allotment Managing Director approves the Allotment of the Bonds for each Tranche Issue. All benefits
relating to the Bonds including interest on Bonds (as specified for each Tranche by way of
Tranche Prospectus) shall be available to the investors from the Deemed Date of Allotment. The
actual allotment of Bonds may take place on a date other than the Deemed Date of Allotment.
Issuance mode of the Dematerialised form or physical form** as specified by an Applicant in the Application Form.
instrument
Trading In dematerialised form only.
Depositaries NSDL and CDSL.
Business day See the section titled “Terms of the Issue - Effect of holidays on payments” on page 140 of this
convention Shelf Prospectus.
Record Date 15 (fifteen) business days prior to the relevant interest payment date or relevant Redemption
Date for Bonds issued under the relevant Tranche Prospectus. In the event the Record Date falls
on a Saturday, Sunday or a public holiday in New Delhi, the succeeding Business Day will be
considered as the Record Date.
Security The Bonds proposed to be issued will be secured by a first pari passu charge on present and
future receivables of our Company to the extent of the amount mobilized under the Issue and
interest thereon. Our Company reserves the right to sell or otherwise deal with the receivables,
both present and future, including without limitation to create a first/ second charge on pari-
passu basis thereon for its present and future financial requirements, without requiring the
consent of, or intimation to, the Bondholders or the Debenture Trustee in this connection,
provided that a minimum security cover of 1 (one) time is maintained. For the purpose of
security cover in relation to interest, the amount of interest due for a period of one (1) year shall
be considered.
Transaction documents The Draft Shelf Prospectus, Shelf Prospectus, the Tranche Prospectus(es) read with any notices,
corrigenda, addenda thereto, the Debenture Trust Deed and other security documents, if
applicable, and various other documents/ agreements/ undertakings, entered or to be entered by
the Company with Lead Managers and/or other intermediaries for the purpose of this Issue
including but not limited to the Debenture Trust Deed, the Debenture Trustee Agreement, the
Escrow Agreement, Tripartite Agreements, the Memorandum of Understanding with the
Registrar and the Memorandum of Understanding with the Lead Managers.
Conditions Other than the conditions specified in the SEBI Debt Regulations, there are no conditions
Precedent/Subsequent precedent/subsequent to disbursement. See “Issue Procedure - Utilisation of the Proceeds of
to Disbursement the Issue” on page 172 of this Shelf Prospectus
Events of default See the section titled “Terms of the Issue – Events of Default” on page 142 of this Shelf
Prospectus.
Cross Default N.A.
Roles and responsibility See the section titled “Terms of the Issue – Debenture Trustee” on page 145 of this Shelf
of the Debenture Prospectus.
Trustee
Governing law and The Bonds are governed by and shall be construed in accordance with the existing Indian laws.
jurisdiction Any dispute between the Company and the Bondholders will be subject to the jurisdiction of
29
competent courts in New Delhi.
Security cover At least 100% of the outstanding Bonds at any point of time.
Debenture Trustee SBICAP Trustee Company Limited.
Registrar Karvy Computershare Private Limited.
Modes of payment Through various available modes as detailed in the section titled “Issue Procedure – Payment
Instructions” on page 157 of this Shelf Prospectus.
Lead Managers Axis Capital Limited, Edelweiss Financial Services Limited, ICICI Securities Limited, SBI
Capital Markets Limited and RR Investors Capital Services Private Limited.
*
The Issue shall remain open for subscription from 10:00 a.m. till 5:00 p.m. (Indian Standard Time) for the period
mentioned above, with an option for early closure or extension by such period as may be decided by the Board of Directors
or a duly constituted committee thereof, or the Chairman and Managing Director. In the event of such early closure or
extension of the subscription list of the Issue, our Company shall ensure that public notice of such early closure is published
on or before the day of such early date of closure through advertisement/s in at least one leading national daily newspaper.
**
In terms of Regulation 4(2)(d) of the Debt Regulations and Section 29 of the Companies Act, 2013, our Company will make
public issue of the Bonds in dematerialisedand in physical form. Furthermore, in terms of Section 8 (1) of the Depositories
Act, our Company, at the request of the Investors (holding Bonds in dematerialized form) who wish to hold the Bonds in
physical form will fulfill such request.
Participation by any of the above-mentioned Investor classes in this Issue will be subject to
applicablestatutory and/or regulatory requirements. Applicants are advised to ensure that applications
made bythem do not exceed the investment limits or maximum number of Bonds that can be held by
themunder applicable statutory and/or regulatory provisions.
In case of Application Form being submitted in joint names, Applicants should ensure that the demat
account is also held in the same joint names, and the names are in the same sequence in which they
appear in the Application Form.
Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory
permissions/consents/approvals in connection with applying for, subscribing to, or seeking Allotment of
Bonds pursuant to the Issue.
SPECIFIC TERMS FOR EACH SERIES OF BONDS**
Options Option 1 Option 2

Tenure of Bonds 10 years 15 years
Maturity/Redemption 10 years from Deemed Date of
15 years from Deemed Date of Allotment
Date Allotment
#
Coupon Rates for Category I, II and III
Series of Bonds* Tranche [●] Series [●] Tranche [●] Series [●]
Coupon Rate (%) per
annum
As specified in the relevant Tranche Prospectus
Annualized Yield (%) per
annum
Coupon Rates for Category IV
Coupon Rate (%) per
annum
Annualized Yield (%) per
annum
For Category I, II, III and IV#
Frequency of interest Annual Annual
payment
Minimum Application size [●] [●]
In multiples of [●] [●]
Face value [●] [●]
Issue price [●] [●]
Tenor [●] [●]
Interest Type [●] [●]
Redemption Date [●] [●]
Redemption Amount [●] [●]
(`/Bond)
30
*The number of Series of Bonds will be decided at the time of filing the Tranche Prospectus(es). Our Company shall allocate
and Allot Bonds of Tranche [●] Series [●] Bonds maturity (depending upon the Category of Applicants) to all valid
applications, wherein the applicants have not indicated their choice of the relevant Bond series.
** The Company may at its discretion decide to offer Bonds of maturity of 20 years in addition to those mentioned above.
#
Pursuant to the CBDT Notification and for avoidance of doubt, it is clarified as under:
a. The coupon rates indicated under Tranche [●] Series [●] and Tranche [●] Series [●] shall be payable only on the
Retail Individual Investor Portion in the Issue. Such coupon is payable only if on the Record Date for payment of
interest, the Bonds are held by investors falling under the Retail Individual Investor Category/Category IV;
b. If the Bonds allotted against Tranche [●] Series [●] and Tranche [●] Series [●] are transferred by Retail Individual
Investors to Non- Retail Individual Investors, being Category I, Category II and Category III investors, the coupon rate
on such Bonds shall stand at par with coupon rate applicable on Tranche [●] Series [●] and Tranche [●] Series
[●]respectively;
c. If the Bonds allotted against Tranche [●] Series [●] and Tranche [●] Series [●] are sold/transferred by the Retail
Individual Investors to investor(s) who fall under the Retail Individual Investor category as on the Record Date for
payment of interest, then the coupon rates on such Bonds shall remain unchanged;
d. If on any Record Date, the original Retail Individual Investor Allotee(s)/transferee(s) hold the Bonds under Tranche
[●] Series [●],Tranche [●] Series [●], Tranche [●] Series [●] and Tranche [●] Series [●]for an aggregate face value
amount of over Rs. 10 lakh, then the coupon rate applicable to such Retail Individual Investor Allottee(s)/transferee(s)
on Bonds under Tranche [●] Series [●],Tranche [●] Series [●]shall stand at par with coupon rate applicable on
Tranche [●] Series [●] and Tranche [●] Series [●], respectively;
e. Bonds Allotted under Tranche [●] Series [●] and Tranche [●] Series [●] shall carry coupon rates indicated above until
the maturity of the respective Series of Bonds irrespective of category of holder(s) of such Bonds; and
f. For the purpose of classification and verification of status of the eligibility of a Bondholder under the Retail Individual
Investor category, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds Allotted under
the Issue shall aggregated on the basis of PAN.
31
SUMMARY FINANCIAL INFORMATION
The following tables set forth summary financial information derived from our financial information for the
years ended March 31 2015, 2014, 2013, 2012 and 2011. The summary financial information presented below
should be read in conjunction with the section titled “Annexure A - Financial Statements” of this Shelf
Prospectus.
Statement of Assets & Liabilities

(Rs. in crore)
S.No. Particulars As at As at As at As at As at March
March 31, March 31, March 31, March 31, 31, 2011
2015 2014 2013 2012
I EQUITY AND LIABILITIES
(1) Share Holders' Funds

(a) Share Capital 2,001.90 2,001.90 2,001.90 2,001.90 2,001.90
(b) Reserves and Surplus 5,779.27 5,121.43 4,512.06 3,986.99 3,519.07
Sub-Total (1) 7,781.17 7,123.33 6,513.96 5,988.89 5,520.97
(2) Non-current Liabilities

(a) Long-term Borrowings 18,315.14 18,868.21 13,504.40 13,713.59 9,531.54
(b) Deferred Tax Liabilities (Net) 506.89 495.05 416.39 350.37 281.85
(c) Other Long-term Liabilities 73.11 112.59 104.15 51.74 119.71
(d) Long-term Provisions 258.92 227.68 219.23 211.83 163.40
Sub-Total (2) 19,154.06 19,703.53 14,244.17 14,327.53 10,096.50
(3) Current Liabilities
(a) Short-term Borrowings 0.00 20.00 48.54 - 100.00
(b) Trade Payable 9.34 13.76 18.78 31.10 10.72
(c) Other Current Liabilities 5,977.26 3,176.48 5,894.90 6,928.91 6,861.00
(d) Short-term Provisions 191.54 176.43 228.80 217.05 147.74
Sub-Total (3) 6,178.14 3,386.67 6,191.02 7,177.06 7,119.46
Total (1+2+3) 33,113.37 30,213.53 26,949.15 27,493.48 22,736.93
II ASSETS
(1) Non-current Assets

(a) Fixed Assets
(i) Tangible Assets 74.62 68.05 71.06 71.37 74.20
(ii) Intangible Assets 0.07 0.05 0.00 0.01 0.01
(iii) Capital work-in-progress 24.94 26.68 17.65 13.87 11.81
99.63 94.78 88.71 85.25 86.02
(b) Non-current Investments 355.68 753.88 683.98 813.98 1,223.98
(c) Long-term Loans and
Advances 27,173.93 24,033.96 21,141.78 19,111.64 16,366.74
(d) Other Non-current Assets - - - - 6.40
Sub-Total (1) 27,629.24 24,882.62 21,914.47 20,010.87 17,683.14
(2) Current Assets
(a) Current Investments 400.00 - - 410.00 75.00
(b) Trade Receivable 10.05 10.07 10.60 12.52 16.57
(c) Cash and Bank Balances 284.92 271.89 696.77 2,778.84 716.20
(d) Short Term Loan & Advances 3,869.15 4,178.62 3,620.46 3,565.44 3,740.27
(e) Other Current Assets 920.01 870.33 706.85 715.81 505.75
Sub-Total (2) 5,484.13 5,330.91 5,034.68 7,482.61 5,053.79
Total (1+2) 33,113.37 30,213.53 26,949.15 27,493.48 22,736.93
32
Statement of Profits
Year Ended Year Year Year Year

March 31, Ended Ended Ended Ended
S.No. Particulars 2015 March 31, March 31, March 31, March 31,
2014 2013 2012 2011
I Income
(i) Revenue from Operations 3,346.55 2,945.03 2,864.55 2,736.77 2,262.16
(ii) Other Income 81.22 48.82 58.69 41.86 16.43
Total Revenue - I (i+ii) 3,427.77 2,993.85 2,923.24 2,778.63 2,278.59
II Expenses
(i) Finance Cost 1,775.38 1,701.71 1,567.92 1,629.08 1,273.27

(ii) Employee Benefits Expense 161.37 104.84 122.30 110.52 114.45
(iii) Depreciation and Amortisation 5.28 4.32 4.96 4.60 11.42
(iv) Other Expenses 38.19 47.32 40.52 29.77 24.41
Corporate Social Responsibilities
(v) Expenditure 3.23 10.51 10.16 20.87 4.99
(vi) Provision on Loans 101.28 167.85 68.00 352.18 -112.20
Provision on Debtors/recoverables,
(vii) other loans and advances 2.52 1.33 2.39 6.71 1.43
(viii) Provision on Investment - - - - -
(ix) Additional Provision on Loans 170.00 (160.00) 65.00 (315.00) 140.00
Total Expenses (II) 2,257.25 1,877.88 1,881.25 1,838.73 1,457.77
Profit before exceptional,
III extraordinary Items and tax (I-II) 1,170.52 1,115.97 1,041.99 939.90 820.82
IV Exceptional Items 0.00 0.00 0.00 0.00 0.00
Profit before extraordinary Items
V and tax (III-IV) 1,170.52 1,115.97 1,041.99 939.90 820.82
VI Extraordinary Items - - - - -
VII Prior period adjustments 10.42 (21.62) 19.71 0.07 0.29
VIII Profit Before Tax (V-VI+VII) 1,180.94 1,094.35 1,061.70 939.97 821.11
IX Tax Expense
(i) Current tax 391.50 290.00 295.50 250.00 223.79
(ii) Deferred tax 12.07 78.66 66.01 68.52 44.49
(iii) Fringe benefit tax - - - - -
Adjustment of tax of earlier years
(iv) (Net) (0.26) (0.65) (0.37) (8.88) 2.80
Total Tax Expense IX (i+ii+iii) 403.31 368.01 361.14 309.64 271.08

X Profit for the period (VIII-IX) 777.63 726.34 700.56 630.33 550.03
Earnings per Share (Face value Rs.
XI 1000)
(Refer S.No. 16 of Note No 26 -
Explanatory Notes)
(1) Basic 388.45 362.83 349.95 314.87 274.75
(2) Diluted 388.45 362.83 349.95 314.87 274.75
33
CASH FLOW STATEMENT
(Rs. in crore)
Particulars March March March March March
31, 2015 31, 2014 31, 2013 31, 2012 31, 2011
CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT BEFORE TAX AND 1171.04 1115.97 1042.00 939.90 820.82
EXTRAORDINARY ITEMS
Add/ (Less): Adjustments for:
Depreciation 5.28 4.32 4.96 4.60 11.42
Provision on loans & advances (2.55) 1.33 2.07 6.64 1.43
Provision for leave encashment 5.28 (10.57) 5.25 1.68 5.47
Provision for post retirement medical benefit 21.35 6.90 17.58 8.67 8.72
Provision for Loans 101.28 167.85 68.00 352.18 (112.20)
Provision for welfare expenditure 0.58 (0.03) 0.31 0.02 -
Provision for LTC (5.13) (2.57) (2.07) 2.28 (3.20)
Provision for Provident Fund 0.00 (4.12) (4.61) (5.21) 13.94

Provision for Corporate Social Responsibilities (8.36) 18.30 - 19.87 -
(CSR)
Provision for Loans (exceptional items) 170.00 (160.00) 65.00 (315.00) 140.00
Provision for Wealth Tax 0.25 0.25 - - -
Provision for Interest under Income tax Act 5.40 2.50 - - -
Prior Period Adjustments (Net) 10.42 (21.62) 19.71 0.07 0.29
Loss/ (Profit) on sale of Fixed Assets (Net) 0.01 (0.03) (0.02) (0.03) (0.01)
Translation/exchange (Gain)/Loss on Foreign (13.13) 5.18 (15.20) 40.28 9.61
Currency Loan
OPERATING PROFIT BEFORE WORKING 1461.72 1123.66 1202.98 1055.95 896.29
CAPITAL CHANGES
Adjustment for
Decrease/(Increase) in Loans (3094.93) (3448.79) (2211.36) (2544.04) (989.84)
(Increase)/Decrease in Current Assets, other (419.93) (472.97) (270.88) (466.85) (235.02)
Loans & Advances
Increase/(Decrease) in Current Liabilities and 1496.16 (1224.75) 570.92 808.08 (298.99)
Provisions
CASH GENERATED FROM OPERATIONS (556.98) (4022.85) (708.34) (1146.86) (627.56)
Direct taxes paid(Net of refunds) 373.52 359.66 278.50 250.34 211.58
Securities Premium on Bonds 0.00 0.04 0.00 0.00 0.00
KFW Reserve 1.15 0.00 0.01 0.31 1.72

NET CASH FLOW FROM OPERATING (182.31) (3663.15) (429.83) (896.21) (414.26)
ACTIVITIES
CASH FLOW FROM INVESTING ACTIVITIES

Sale / (Purchase) of Investment (1.80) (69.90) 540.00 75.00 225.00
Purchase of fixed assets (10.83) (10.45) (8.48) (3.88) (19.00)
Sale of Fixed assets 0.02 0.09 0.08 0.08 0.04

NET CASH FLOW FROM INVESTING (12.61) (80.26) 531.60 71.20 206.04
ACTIVITIES
34
Particulars March March March March March
31, 2015 31, 2014 31, 2013 31, 2012 31, 2011
CASH FLOW FROM FINANCING ACTIVITIES
Proceed from borrowings (Net) 321.37 3,550.80 (2,019.21) 3003.52 248.58
Corporate Dividend Tax Paid (17.00) (25.50) (22.71) (17.85) (9.81)
Dividend Paid (100.01) (150.00) (140.01) (110.02) (59.08)

NET CASH FLOW FROM FINANCING 204.36 3375.30 (2181.93) 2875.65 179.69
ACTIVITIES
NET CHANGES IN CASH & CASH 9.44 (368.11) (2080.16) 2050.64 (28.53)
EQUIVALENTS (A+B+C)
CASH & CASH EQUIVALENTS - OPENING 71.74 439.85 2,606.93 556.29 584.82
BALANCE
CASH & CASH EQUIVALENTS - CLOSING 81.18 71.74 526.77 2606.93 556.29
BALANCE
NET INCREASE/DECREASE IN CASH & 9.44 (368.11) (2080.16) 2050.64 (28.53)
CASH EQUIVALENTS
35
SUMMARY OF BUSINESS
Overview
We are a techno-financial institution engaged in the financing and promotion of housing and urban
infrastructure projects throughout India. We were established on April 25, 1970 as a wholly owned government
company with the objective to provide long term finance and undertake housing and urban infrastructure
development programmes. We are a public financial institution under section 2(72) of the Companies Act, 2013
and have been conferred the status of Mini-ratna. We have a pan-India presence through our wide network of
zonal, regional and development offices. We believe our organization occupies a key position in the GoI’s
growth plans and implementation of its policies for the housing and urban infrastructure sector.
Our business is broadly classified into the following two business platforms:
 Housing finance, wherein the beneficiaries of our financing include State government agencies and
borrowers belonging to all sections of the society in urban and rural areas.
 Urban infrastructure finance, wherein the beneficiaries of our financing include projects relating to
social infrastructure and area development, water supply, sewerage and drainage, roads and transport,
power, emerging sector, commercial infrastructure and others.
We also provide consultancy services in the field of urban and regional planning, design and development,
environmental engineering, social development, government programmes and others.
Our business is supported by capacity building activities through HSMI, and alternative building materials and
cost-effective technology promotion.
As on September 30, 2015, we have provided finance for over 16.29million dwelling units and over 2,065 urban
infrastructure projects in India. Further, as on September 30, 2015, we have sanctioned loans of Rs. 59,334.00
crore for housing and Rs. 93,744.00 crore for urban infrastructure on a cumulative basis, of which Rs. 38,294.00
crore and Rs. 64,014.00 crore has been disbursed respectively.
As part of consultancy services, as on September 30, 2015 we had appraised 1,294 projects with a project cost
of Rs. 26,517.31 crore under JNNURM/RAY.
We have established a track record of consistent financial performance and growth. Certain of our key growth
and efficiency indicators for the last three Fiscals are set forth below:
Certain Key Operational Indicators Fiscal 2015 Fiscal 2014 Fiscal 2013
Loan book (loan outstanding including investment in 33,134.86 30,011.82 26,606.52
bonds)(Rs. in crore)
Long term debt to equity ratio 2.70 2.88 2.60
CRAR (%) 51.21 27.85 23.24
Net NPA (%) 1.59% 2.52% 0.86%
Net interest margin*(Rs. in crore) 1,553.22 1,263.50 1,286.38
*
Net interest margin = Interest income (comprising of interest on loans, bonds, staff advances, loan against public deposits
and fixed deposits with banks) minus (-) Interest expenditure (comprising of interest on secured loans, unsecured loans and
other interest)
Our total income and profit after tax for the last three Fiscals are as set forth below:
(Rs. in crore)
Particulars Fiscal 2015 Fiscal 2014 Fiscal 2013
Total income 3427.77 2993.85 2923.24
Profit after tax 777.63 726.34 700.56
36
Key financial parameters
Provided below is a summary of our key financial parameters for the last three Fiscals.
(Rs. in crore except percentages)

(Audited) (Audited) (Audited)
Paid up equity share capital 2001.90 2001.90 2001.90
Net worth 7,781.17 7,123.33 6513.96
Total Debt (of which)
Non Current Maturities of Long Term Borrowing 18,315.14 18,868.21 13504.40
- Short Term Borrowing* 2,815.37 980.71 2127. 99
- Current Maturities of Long Term Borrowing 2,337.14 1,455.83 3235.12
- Net Fixed Assets (Net Block including CWIP) 99.63 94.78 88.71
Non Current Assets 27,629.24 24,882.62 21914.47
Cash and Cash Equivalents 81.18 71.74 526.77
Current Investments - - -
Current Assets 5,484.13 5,330.91 5034.68
Current Liabilities 6,178.14 3,386.67 6191.02
Assets under Management and Off Balance Sheet N.A N.A N.A
Assets
Interest Income 3,311.85 2,918.23 2830.99
Interest Expense 1,758.63 1,654.73 1544.61
Provisioning &Write-offs** 273.80 9.18 135.39
Profit before tax (PBT) 1,180.94 1,094.35 1,061.70
Profit after tax (PAT) 777.63 726.34 700.56
Gross NPA (%) 6.25% 6.76% 5.69%
Net NPA (%) 1.59% 2.52% 0.83%
Tier I Capital Adequacy Ratio (%) 51.21% 27.85% 23.24%
Tier II Capital Adequacy Ratio (%) 0.00 0.00 0.00
Dividend declared/paid 100.01 100.01 150.00
Interest Coverage Ratio (%)- PBIT/Interest Expense 1.67 1.67 1.67
*
Short term borrowings including cash credit/overdraft facilities
**
Provisioning &write-offs relate to provision on loans, debtors and investments.
Strengths and competitive advantages
We believe our core strengths to maintain and improve our market position in the provision of housing and
urban infrastructure finance, are as follows:
Key strategic position in the GoI's plans for growth of the housing and urban infrastructure sector
We are a government owned company that provides long term finance for construction of houses for residential
purposes, finance or undertake housing and urban infrastructure development programmes and administer the
monies received from time to time from Government of India for implementation of such programmes.We
believe we will continue to occupy a key strategic position in the GoI's ongoing plans to develop the Indian
housing and urban infrastructure sector. In addition to providing finance for the GoI’s schemes, we also monitor
and assist the Government in implementation of such schemes such as JNNURM and RAY through appraisal,
monitoring, skill development etc.
Annually, we enter into an MOU with the GoI that provides guidelines for our annual operational achievements
of our business targets i.e. Housing Finance, Urban Infrastructure Finance, Consultancy Services and
profitability. Under our current MOU, the GoI has agreed to a number of important measures that will facilitate
the development of our business, reduce the risks we face and provide for our continued involvement in the
GoI's housing and urban infrastructure plans.
37
Strong financial position
Our business is funded through equity from the GoI and market borrowings of various maturities, including
bonds and term loans. Our relationship with the GoI currently provides us with access to lower cost funding and
has additionally enabled us to source foreign currency loans from bi-lateral and multi-lateral agencies.
Domestically, we hold AAA, a high credit rating, for long-term borrowing from each of CARE and IRRPL.
We have operated our financing business profitably since inception, including a profit after tax of Rs. 777.63
crore for Fiscal 2015. As on March 31, 2015, our Company had a net worth of Rs.7,781.17 crore. Our sustained
performance and profitability enabled to earn the Mini-ratna status, which was conferred, to us in the year 2004-
05.
Pan-India presence
We have a pan-India presence. In addition to our Registered and Corporate Office and research and training
wing in New Delhi, we have a Zonal office in Guwahati, 21 Regional offices in Ahmedabad, Bengaluru,
Bhopal, Bhubaneswar, Chandigarh, Chennai, Dehradun, Delhi (NCR), Guwahati, Hyderabad, Jaipur, Jammu,
Kolkata, Kohima, Lucknow, Mumbai, Patna, Raipur, Ranchi, Thiruvananthapuram and Vijaywada and 11
development offices in Agartala, Aizwal, Goa, Imphal, Itanagar, Kokrajhar, Puducherry, Portblair, Shillong,
Shimla and Gangtok. We have extended finance for housing and urban infrastructure projects to customers in 34
states and union territories covering around 1,800 cities and towns.
Established track record
Our 45 years of experience in the business of providing finance has helped us to establish a strong brand name
which has further enabled us to extend our coverage of the market. Our products are availed by State
Governments, both public and private sector and general public. As on September 30, 2015, we have provided
finance for over 16.29 million dwelling units and over 2,065 urban infrastructure projects across social
infrastructure and area development, water supply, sewerage and drainage, roads and transport, power, emerging
sector, commercial infrastructure and others. Further, as on September 30, 2015, we have sanctioned loans of
Rs.59,334.00 crore for housing and Rs.93,744.00 crore for urban infrastructure on a cumulative basis, of which
Rs. 38,294.00 crore and Rs. 64,014.00 crore has been disbursed respectively.
Varied consultancy services in housing and urban infrastructure sector
We have a wide spectrum of consultancy services in the housing and urban infrastructure sector. We have
provided consultancy services to more than 300 housing and urban infrastructure projects covering diversified
fields. Some of the key areas include low cost housing designs, demonstration housing projects, post disaster
rehabilitation efforts, development plans, state urban development strategy, master plans, preparation of slum
free city plans, DPRs for various towns under BSUP and IHSDP schemes of JNNURM, transport studies,
environmental studies, urban design studies, preparation of river-front development plans and project
management. Our consultancy services are suited to all such institution in the housing and urban infrastructure
sector that do not have the expertise or manpower, or want to supplement their own efforts.
Wide pool of skilled and professional workforce
We have a wide pool of employees from diverse backgrounds ranging from finance, law, engineering,
architecture, planning and designing, economics and sociology. Further our research and training activities
through the HSMI, and building technology promotion activities enable us to further strengthen our business
process with regard to providing finance and consultancy services and enable capacity building in this sector.
Strategy
The key elements of our business strategy are as follows:
Enhance participation in implementation of government programmes on housing and urban infrastructure
We have in the past provided, and continue to provide, finance for the implementation of government
programmes on housing and urban infrastructure. Our social housing category under the housing finance
business has been specifically tailored for weaker sections housing programmes. We will enhance our
38
participation in the implementation of the government programmes on housing and urban infrastructure by
involving ourselves in other action schemes of the Central and State Governments where financing may be
needed.
Increase financing of the housing and urban infrastructure projects
We seek to further increase financing of the housing and urban infrastructure projects in India with an emphasis
on strategic, physical and geographic growth, and strengthening and expanding our relationships with our
existing customers as well as identifying new avenues in the sector. Our geographic growth would be extended
to smaller cities where we believe there is greater demand for finance for housing and urban infrastructure
projects.
Develop strategic alliances with various agencies
We have a close relationship, developed over the years, with the Central and State Governments/Government
agencies. Towards leveraging this close relationship, we intend to establish strategic alliances like JVs with the
State Governments and its agencies to enhance our business in the financing as well as fee based activities.
Enhance income from fee-based activities
We have a very rich and varied expertise in the financing of housing and urban infrastructure projects, acquired
over more than 44 years, coupled with its multi-faceted talent pool, we are well positioned to significantly
enhance our fee-based activities. This would further be supported through leveraging our close association with
the State Government especially in regard to the major Government programmes like JNNURM and RAY. We
seek to supplement our business in housing and urban infrastructure finance sector though consultancy.
39
GENERAL INFORMATION
Our Company was incorporated as Housing and Urban Development Finance Corporation Private Limited on
April 25, 1970 as a private limited company under the Companies Act, 1956 and was granted a certificate of
incorporation by the then Registrar of Companies, Delhi. Subsequently the name of our Company was changed
to its present name and a fresh certificate of incorporation dated July 9, 1974 was issued by the then Registrar of
Companies, Delhi and Haryana. For further details, see the section titled “History and Certain Corporate
Matters” on page 77. Our Company was notified as a public financial institution under Section 4A of the
Companies Act, 1956 on December 9, 1996. The President of India holds 100% of the paid up equity share
capital of our Company, either directly or through nominee shareholders.
Registered and Corporate Office
HUDCO Bhawan, Core- 7A

India Habitat Centre
Lodhi Road
New Delhi - 110003
Telephone: +91 (11) 2464 9610
Facsimile: +91 (11) 2464 8179
E-mail: [email protected]
Website: www.hudco.org
Registration
Details Registration/Identification number

Company registration number 005276
CIN U74899DL1970GOI005276
NHB registration classifying the Company as housing finance company 01.0016.01
Address of the Registrar of Companies
The Registrar of Companies

National Capital Territory of Delhi and Haryana
4th Floor, IFCI Tower
61, Nehru Place
New Delhi 110 019
Compliance Officer
Mr. Harish Kumar Sharma

Company Secretary
Lodhi Road
New Delhi - 110003
Telephone: +91 (11) 24646899
Facsimile: +91 (11) 24615534
E-mail: [email protected]
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue
related problems, such as non-receipt of Allotment Advice, credit of Allotted Bonds in beneficiary accounts,
Bond Certificates (for Applicants who have applied for Allotment in physical form), refund orders and interest
on the Application Amounts.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name,
Application Form number, address of the Applicant, number of Bonds applied for, Series of Bonds applied for, amount
paid on application, Depository Participant and the collection centre of the Members of the Syndicate where the
Application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either (a) the
relevant Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant, or (b)
40
the concerned Member of the Syndicate and the relevant Designated Branch of the SCSB in the event of an Application
submitted by an ASBA Applicant at any of the Syndicate ASBA Centres, giving full details such as name, address of
Applicant, Application Form number, series/option applied for number of Bonds applied for, amount blocked on
Application.
All grievances arising out of Applications for the Bonds made through Trading Members may be addressed directly to
the BSE.
Chief Financial Officer
Our Company does not have a designated Chief Financial Officer. The finance functions of our Company are
headed by Mr. Rakesh Kumar Arora, whose particulars are provided below.
Mr. Rakesh Kumar Arora

Director, Finance
Lodhi Road
New Delhi – 110003
Telephone: +91 (11) 24627093
Facsimile: +91 (11) 24627035
Email: [email protected]
Lead Managers to the Issue
Axis Capital Limited

1st floor, Axis House,
C-2 Wadia International Centre
P.B. Marg, Worli, Mumbai- 400025
Telephone: +91 (22) 4325 2183
Facsimile: +91 (22) 4325 3000
Email ID: [email protected]
Website: www.axiscapital.co.in
Investor Grievance ID: [email protected]
Contact Person: Mr. Akash Aggarwal
Compliance Officer: Mr. M. Natarajan
SEBI Registration Number: INM000012029
Edelweiss Financial Services Limited

Edelweiss House, Off CST Road,
Kalina, Mumbai-400098
Telephone: +91 (22) 4086 3535
Facsimile: +91 (22) 4086 3610
Website: www.edelweissfin.com
Contact Person: Mr. Lokesh Singhi
Compliance Officer: Mr. B. Renganathan
ICICI Securities Limited

ICICI Centre, H.T. Parekh Marg, Churchgate
Mumbai 400020, India
Telephone: +91 (22) 2288 2460/ 70
Facsimile: +91 (22) 2282 6580
Investor Grievance Email: [email protected]
Website: www.icicisecurities.com
Contact Person: Ms. Payal Kulkarni/ Mr. Amit Joshi
Compliance Officer: Mr. Subir Saha
41
SEBI Registration No.: INM000011179
SBI Capital Markets Limited

202, Maker Tower E,
Cuffe Parade, Mumbai 400 005
Telephone: +91 (22) 2217 8300
Facsimile: +91 (22) 2218 8332
Investor Grievance Email: [email protected]
Website: www.sbicaps.com
Contact Person: Mr. Aditya Deshpande
Compliance Officer: Mr. Bhaskar Chakraborty
SEBI Registration No.: INM000003531
RR Investors Capital Services Private Limited

47, M.M. Road,
Rani Jhansi Marg, Jhandewalan
New Delhi – 110 055
Telephone: +91 (11) 2363 6362/63
Facsimile: +91 (11) 2363 6746
Website: www.rrfinance.com/www.rrfcl.com
Contact Person: Mr. Anurag Awasthi
Compliance Officer: Mr. Ravi Kant Goyal
Consortium Members
Edelweiss Securities Limited

2nd Floor, M.B. Towers
Plot no. 5, Road No. 2
Banjara Hills, Hyderabad 500 034
Telephone: +91 (22) 6747 1342
Facsimile: + 91 (22) 6747 1347
E-mail ID: [email protected]
Website: www.edelweissfin.com
Contact Person: Mr. Prakash Boricha
SEBI Registration Number: INB011193332 (BSE)/ INB231193310 (NSE)/ INB261193396 (MCX-SX)
RR Equity Brokers Private Limited

47, M. M. Road, Rani Jhansi Marg
Jhandewalan, New Delhi – 110 055
Telephone: +91 (11) 2363 6362/63
Facimile: +91 (11) 2363 6746
Website: www.rrfinance.com/ www.rrfcl.com
Contact Person: Mr. Jeetesh Kumar
SEBI Registration No.: INB011219632 (BSE) and INB231219636 (NSE)
SBICAP Securities Limited

191, Makers Towers, E Wing, 19th Floor,
Cuffe Parade, Mumbai - 400005
Telephone: +91 (22) 4227 3446
Facimile: +91 (22) 4227 3390
Website: www.sbismart.com
42
Contact Person: Ms. Archana Dedhia
SEBI Registration No.: INB11053031 (BSE) and INB231052938 (NSE)
Debenture Trustee
SBICAP Trustee Company Limited

Apeejay House, 6th Floor
3, Dinshaw Wacha Road
Churchgate, Mumbai - 400020
Telephone: +91 (22) 4302 5555
Facsimile: +91 (22) 2204 0465
Website: www.sbicaptrustee.com
Contact person: Mr. Ajit Joshi (Company Secretary)
SEBI Registration No: IND000000536
The Debenture Trustee has consented to act as a debenture trustee in relation to the Issue under regulation 4(4)
of the SEBI Debt Regulation. See Annexure C for the consent letter of the Debenture Trustee.
Registrar to the Issue
Karvy Computershare Private Limited

Karvy Selenium Tower B
Plot No. 31-32, Gachibowli,
Financial District, Nanakramguda
Hyderabad 500 032, India
Telephone: +91 (40) 6716 2222
Facsimile +91 (40) 2343 1551
Website: www.karisma.karvy.com
Contact Person: Mr. M. Murali Krishna
SEBI Registration Number: INR000000221
Statutory Auditors
Dhawan & Co., Chartered Accountants

312, Wegmans House,
21, Veer Savarkar Block,
Shakarpur, Vikas Marg, New Delhi – 110 092
Telephone: +91 (11) 2201 7651/ +91 (11) 2202 5360
Facsimile: +91 (11) 4244 5310
Email ID: [email protected]/[email protected]
Firm registration no.: 002864N
Auditors since: July 29, 2013
Legal Counsel to the Company as to Indian law
Dhir & Dhir Associates

D-55, Defence Colony, New Delhi – 110 024
Telephone: +91 (11) 4241 0000
Facsimile: +91 (11) 4241 0091
E-mail ID: [email protected]
Contact Person: Mr. Girish Rawat
Website: www.dhirassociates.com
43
Bankers to the Company
IDBI Bank Limited Axis Bank Limited

4th Floor, Indian Red Cross Building 148, Statesman House
1 Red Cross Road Barakhamba Road
New Delhi 110001 New Delhi 110001
Telephone: +91 (11) 6628 1122 Telephone: +91 95282800071/ 9582800072
Facsimile: +91 (11) 2375 2733 Facsimile: +91 (11) 2331 1054
Email ID: [email protected] Email ID: [email protected]/
Contact person: Mr. Ajit M. Ingle (GM-TBG) [email protected]/[email protected]
Website: www.idbi.com Contact person: Mr. Parminder Singh Ahuja/ Mr. Aviral
Mathur
Website: www.axisbank.com
Vijaya Bank ICICI Bank Limited

D-65, Hauz Khas A-9, Phelps Building
New Delhi 110016 Connaught Place, New Delhi – 110 001
Telephone: +91 (11) 2699614/26963242 Telephone: +91 (11) 4308 4064
Facsimile: +91 (11) 2696 1524 Facsimile: +91 (11) 66310410
Email ID: [email protected] Email ID: [email protected]
Contact person: Mr. Pankaj Sureka Contact person: Mr. Rakson Vij
Website: www.vijayabank.com Website: www.icicibank.com
IndusInd Bank Limited Yes Bank Limited

Cash Management Services, Solitaire Park 48, Nyay Marg
No. 1001, Building no. 10, Ground Floor Chanakyapuri
Guru Hargovindji Marg New Delhi – 110 021
Andheri East, Mumbai 400 093 Telephone: +91 (11) 6656 9097
Telephone: +91 (22) 6772 3901 - 3917 Facsimile: +91 (11) 4168 0144
Facsimile ID: +91 (22) 6772 3998 Email ID: [email protected]
Email: [email protected] Contact person: Mr. Akshat Saxena
Contact person: Mr. Sanjay Vasarkar Website: www.yesbank.in
Website: www.indusind.com
Syndicate Bank Union Bank of India

26-28, Khan Market, Lok Nayak Bhawan Motibagh Branch, Pallika Bhawan,
New Delhi – 110 003 Sector-13, R.K. Puram, New Delhi- 110066
Telephone: +91 (11) 24611872, 9968309043 Telephone: + 91 (11) 2410 0083/ 26872621
Facsimile: + 91 (11) 24616694 Facsimile: + 91 (11) 2467 6843
Contact person: Mr. Anil Kumar Goyal Contact person: Mr. Vivek Kumar
Website: www.syndicatebank.co.in Website: www.unionbankofindia.com
United Bank of India State Bank of Hyderabad

Corporate Finance Branch 74, Janpath, Connaught Place
106-109, Ansal Tower New Delhi – 110 001
1st Floor, 38 Nehru Place Telephone: +91 (11) 2332 0574/ 23715767/ 23722961
New Delhi – 110 019 Facsimile: +91 (11) 23313683
Telephone: +91 (11) 41674323/ 26410014 Email ID: [email protected]
Facsimile: +91 (11) 2641 8981 Contact person: Mr. K.D Priyadarshi
Email ID: [email protected] Website: www.sbhyd.com
Contact person: Mr. Sanjay Koolwal
Website: www.unitedbankofindia.com
44
Indian Bank Bank of Baroda
G-41, Connaught Place Corporate Financial Services Branch
New Delhi – 100 001 1st Floor, 16, Sansad Marg, New Delhi- 110001
Telephone: +91 (11) 47340972 Telephone: +91 (11) 23441551/ 23441555, 23441556
Facsimile: +91 (11) 4734 0971 Facsimile: +91 (11) 23711267
Contact person: Mr. Mahesh Kumar Bajaj Contact person: Mr. A.K. Jha
Website: www.indian-bank.com Website: www.bankofbaroda.com
Canara Bank Deutsche Bank AG

2nd Floor, World Trade Tower, 4th Floor, DLF Square, Jacaranda Marg
Barakhamba Lane, New Delhi DLF Phase II, Gurgaon- 122002
Telephone: +91 (11) 23413381/ 23413250 Telephone: +91 (124) 7122505
Facsimile: +91 (11) 2341590 Facsimile: +91 (124) 2560281
Contact person: Mr. H.K. Yadav Contact person: Mr. Sumeet Chhitwal
Website: www.canarabank.com Website: www.deutschebank.co.in
HDFC Bank Punjab National Bank

HDFC Bank Limited, Large Corporate Branch,
FIG- OPS Department, Tolstoy House, Tolstoy Marg,
HDFC Bank Limited, Lodha- I, New Delhi- 110 001
Think Techno Campus, O-3 Level, Telephone: +91 (11) 23752604
Mumbai- 400042 Facsimile: +91 (11) 41522135
Telephone: +91 (22) 30752927 Email ID: [email protected]
Facsimile: +91 (22) 257998201 Contact person: Mr. S.K. Singh
Email ID: [email protected] Website: www.pnbindia.in
Contact person: Mr. Uday Dixit
Website: www.hdfcbank.com
State Bank of India UCO Bank

CAG II, 4th- 5th Floor, Redfort Capital Flagship Corporate Centre
Parvsnath Towers, Bhai Veer Singh Marg, 5, Parliament Street, New Delhi- 110001
Gole Market, New Delhi- 110001 Telephone: +91 (11) 23731260
Telephone: +91 (11) 23475503 Facsimile: +91 (11) 23710015
Facsimile: +91 (11) 23475580 Email ID: [email protected]
Email ID: [email protected] Contact person: Mr. S.C. Jain
Contact person: Mr. T.C. Meenia Website: www.ucobank.com
Website: www.sbi.co.in
Escrow Collection Banks / Bankers to the Issue
Escrow Collection Banks/ Bankers to the Issue as specified in the respective relevant Tranche Prospectus.
Refund Banks
Refund Bank(s) for the Issue as specified in the respective Tranche Prospectus.
Self Certified Syndicate Banks
The banks which are registered with SEBI under the Securities and Exchange Board of India (Bankers to an
Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account, a list
of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediariesor at such
other website as may be prescribed by SEBI from time to time.
45
Credit Rating Agencies
Credit Analysis & Research Limited

13rd Floor, E-1, Videocon Tower,
Jhandewalan Extension, New Delhi – 110 055
Telephone: +91 (11) 4533 3200
Facsimile: +91 (11) 4533 3238
Website: http://www.careratings.com
Contact person: Ms. Guarav Dixit
SEBI Registration No.: IN/CRA/004/1999
Indian Ratings and Research Private Limited

Wockhardt Towers, 4th Floor
Bandra Kurla Complex, Bandra (East)
Mumbai – 400 051
Telephone: +91 (22) 4000 1700
Facsimile: +91 (22) 400 1701
Contact person: Shrikant Dev
Website: www.indianratings.co.in
SEBI Registration No.: IN/CRA/002/1999
Credit Rating and Rationale
CARE has assigned a rating of ‘CARE AAA’ to the Bonds vide letter dated October 19, 2015and revalidated its
rating vide letter no. CARE/DRO/RL/ 2015-16/2374 dated January 11, 2016. IRRPL has assigned a rating of
‘IND AAA’ (Outlook: Stable) to the Bonds vide letter dated October 19, 2015 and revalidated its rating vide
letter dated January 11, 2016. For details in relation to the rationale for the credit rating, please refer to the
Annexure B to this Shelf Prospectus.
Expert Opinion
Except for the letters dated October 19, 2015and January 11, 2016issued by CARE and letters dated October 19,
2015 and January 11, 2016issued by IRRPL, respectively, in respect of the credit rating for the Bonds, and
report dated November 9, 2015related to Limited Review Financial Statements issued by our Statutory Auditors,
the report on Reformatted Audited Financial Statements dated October 26, 2015 and the statement of tax
benefits dated October 26, 2015issued by our Statutory Auditors, our Company has not obtained any expert
opinions in respect of the Issue.
Impersonation
As a matter of abundant precaution, attention of the investors is specifically drawn to the provisions of sub -
section (1) of Section 38 of the Companies Act, 2013, relating to punishment for fictitious applications. Please
see “Issue Procedure- Impersonation” on page 173 of this Shelf Prospectus.
Minimum Subscription
In terms of the SEBI Circular no. CIR/IMD/DF/12/ 2014 dated June 17, 2014, minimum subscription limit is
not applicable for issuers issuing tax free bonds, as specified by CBDT. Further, under the SEBI Debt
Regulations, our Company may stipulate a minimum subscription amount which it seeks to raise. Our Company
has decided to set no minimum subscription for the Issue.
Underwriting
The Issue is not underwritten.
46
Arrangers to the Issue
There are no arrangers to the Issue
Issue Programme
ISSUE PROGRAMME*
ISSUE OPENS ON ISSUE CLOSES ON
As specified in the Tranche Prospectus(es) As specified in the Tranche Prospectus(es)
*
The Issue shall remain open for subscription from 10:00 a.m. till 5:00 p.m. (Indian Standard Time) for the period
mentioned above, with an option for early closure or extension by such period as may be decided by the Board of Directors
or a duly constituted committee thereof, or the Chairman and Managing Director. In the event of such early closure or
extension of the subscription list of the Issue, our Company shall ensure that public notice of such early closure is published
on or before the day of such early date of closure through advertisement/s in at least one leading national daily newspaper.
47
CAPITAL STRUCTURE
Details of equity share capital
The following table lays down details of our authorised, issued, subscribed and paid up Equity Share capital as
on December 31, 2015.
Particulars Aggregate value

(Rs. in crores)
Authorised share capital
25,000,000 Equity Shares of Rs. 1,000 each 2,500.00
Issued, subscribed and paid up Equity Share capital
20,019,000 Equity Shares of Rs. 1000 each 2,001.90
Securities premium account NIL
Details of change in capital structure as on December 31, 2015, for the last five years
There have been no changes in our capital structure in the last five years.
Notes to capital structure
1. Equity Share capital history of our Company
There have been no changes in the paid up Equity Share capital of our Company in the last five years.
2. Shareholding pattern of our Company and details of top ten shareholders.
The following is the shareholding pattern and list of the Equity Shareholders as well as the top ten Equity
Shareholders of our Company, as on December 31, 2015.
Sr. Name of shareholder No. of Equity No. of Equity Total shareholding

no. Shares held Shares held in as a percentage of
dematerialised the total number of
form Equity Shares
1. The President of India 2,00,18,993 2,00,18,993 99.99%
2. Mr. Rajiv Ranjan Mishra* 1 1 Negligible
3. Ms. Jhanja Tripathy* 1 1 Negligible
4. Mr. R.S Singh* 1 1 Negligible
5. Mr. T.K. Majumdar* 1 1 Negligible
6. Ms. Archana Mittal * 1 1 Negligible
7. Mr. SB Sinha* 1 1 Negligible
8. Mr. Angna Ram* 1 1 Negligible
Total 2,00,19,000 2,00,19,000 100.00%
*
Holders from serial no. 2 to 8 are Nominee shareholders (including two Govt. nominee directors) on behalf of the President
of India.
3. Details of Promoter Holding in the Company as on December 31, 2015
Sr. Name of No. of No. of Equity No. of Percentage Total shareholding as a

no. shareholder Equity Shares held in Equity of Equity percentage of the total
Shares held dematerialised Shares Shares number of Equity
form pledged pledged Shares
1. The President of 2,00,18,993 2,00,18,993 Nil Nil 99.99%
India
2. Mr. Rajiv Ranjan 1 1 Nil Nil Negligible
Mishra*
3. Ms. Jhanja 1 1 Nil Nil Negligible
Tripathy*
4. Mr. R.S Singh* 1 1 Nil Nil Negligible
5. Mr. T.K. 1 1 Nil Nil Negligible
Majumdar*
48
Sr. Name of No. of No. of Equity No. of Percentage Total shareholding as a
no. shareholder Equity Shares held in Equity of Equity percentage of the total
Shares held dematerialised Shares Shares number of Equity
form pledged pledged Shares
6. Ms. Archana 1 1 Nil Nil Negligible
Mittal*
7. Mr. SB Sinha* 1 1 Nil Nil Negligible
8. Mr. Angna Ram* 1 1 Nil Nil Negligible
Total 2,00,19,000 2,00,19,000 100.00%
*Holders from serial no. 2 to 8 are Nominee shareholders (including two Govt. nominee directors) on behalf of the
President of India.
4. Our Company has not undertaken any acquisition or amalgamation in the last one year.
5. Our Company has not undergone any reorganisation or reconstruction in the last one year.
6. Long term debt to equity ratio:
The long term debt to equity ratio of our Company prior to this Issue is based on a total long term outstanding
debt of Rs.20,652.28 crore, and shareholders’ funds, amounting to Rs.7,654.65 crore which was 2.70 times as on
March 31, 2015. The long term debt to equity ratio post the Issue (considering full subscription of Rs.5,000
crore, being the amount allocated by CBDT for our Company to raise through the Bonds), based on a total long
term outstanding debt of Rs.25,652.28 crore and shareholders’ funds of Rs. 7,654.65 crore, will be 3.35 times,
the details of which are as under:
(Rs.in crores)
Particulars Prior to the Issue Post-Issue**
(as on March 31, 2015)
Debt
Short term debt 2815.37 2815.37
Long term debt 20,652.28 25,652.28
Total debt 23,467.65 28,467.65
Shareholder’s Fund
Share capital 2,001.90 2,001.90
Reserves and surplus excluding CSR, 5,652. 75 5,652. 75
Sustainable development welfare
reserve and Capital (KFW) Reserve
Total shareholders’ funds 7,654. 65 7,654. 65
Long term debt/ equity 2.70 3.35
Total debt/ equity 3.07 3.72
**Assuming that entire amount allocated through the CDBT Notification being Rs. 5,000.00 crore (including Rs. 151 crore,
Rs. 108.50 crore and Rs. 1029 crore raised by way of private placement of tax free bonds allotted on July 29, 2015,
September 30, 2015 and October 7, 2015, respectively)will be fully subscribed and there is no change in our shareholders'
funds, long and short term debt subsequent to March 31, 2015.
7. None of the Equity Shares are pledged or otherwise encumbered.
8. Our Company has not issued any Equity Shares for consideration other than cash or any ESOP scheme.
9. For details of the outstanding borrowings of our Company, please see the section titled “Financial
Indebtedness” on page 92 of this Shelf Prospectus.
10. None of our Directors nor their relatives, have purchased, sold or financed the purchase by any other
person, directly or indirectly, any securities of the Company during the past 6 (six) months immediately
preceding the date of this Shelf Prospectus.
11. For details of Top Ten Bondholders (as on December 31, 2015) please see the section titled “Financial
49
OBJECTS OF THE ISSUE
Issue Proceeds
The CBDT has, by the CBDT Notification, authorised our Company to raise the Bonds aggregating to
Rs.5,000.00 crore* out of which our Company has already raised an amount of Rs. 151.00 crore, Rs. 1029.00
crore and Rs. 108.50 crore on a private placement basis through Private Placement Offer Letters dated July 29,
2015, September 30, 2015 and October 7, 2015. Our Company proposes to raise the balance amount of Rs.
3,711.50 crore through a public issue of the Bonds in one or more tranches prior to March 31, 2016.
The Net Issue Proceeds as raised through each of the Tranche are proposed to be utilisedto finance the projects
and/activities mainly relating to housing for EWS/ LIG categories during the current year and/over the years,
and for such other purposes as may be permitted by Ministry of Finance, Government of India or any other
authority, from time to time.
*
In terms of the CBDT Notification, our Company has raised Rs. 151.00 crore, Rs. 1029.00 crore and Rs. 108.50 Crore on
a private placement basis through Private Placement Offer Letters dated July 29, 2015, September 30, 2015 and October
7, 2015 respectively. Further, the Company may also raise Bonds through private placement route in one or more
tranches during the process of the present Issue, except during the Issue period. The aggregate amount raised through
the private placement route shall not exceed Rs. 1,500.00 crore, i.e. upto 30% of the allocated limit for raising funds
through the Bonds during the Fiscal 2016, at its discretion. Our Company shall ensure that Bonds issued through the
public issue route and private placement route in Fiscal 2016 shall together not exceed the allocated limit. In case our
until allotment, the Shelf Limit for the Issue shall get reduced by such amount raised.
The main objects clause of the Memorandum of Association permits our Company to undertake its existing
activities as well as the activities for which the funds are being raised through the Issue. Further, in accordance
with the SEBI Debt Regulations, our Company is required to not utilize the proceeds of the Issue for providing
loans to or acquisition of shares of any person who is a part of the same group as our Company or who is under
the same management as our Company or any subsidiary of our Company. Our Company does not have any
subsidiary. Further, our Company is a public sector enterprise and as such, there are no identifiable group
companies or companies under the same management.
The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, among other things, by way of a lease, of any property.
No part of the proceeds from this Issue will be paid by us as consideration to our Promoter, Directors, Key
Managerial Personnel or companies promoted by our Promoters, except in the usual course of business.
Issue proceeds from Bonds allotted to banks will not be utilised for any purpose which may be in contravention
of RBI guidelines on bank financing to HFCs, including those relating to classification as capital market
exposure or any other sectors that are prohibited by RBI.
The Company confirms that it will not use the proceeds of the Issue for the purchase of any business or in the
purchase of any interest in any business whereby the Company shall become entitled to the capital or profit or
losses or both in such business exceeding 50% thereof, the acquisition of any immovable property or acquisition
of securities of any other body corporate.
We shall utilise the Issue proceeds only on execution of documents for creation of security as stated in this Shelf
Prospectus under “Terms of the Issue” on page 132 of this Shelf Prospectus and on the listing of Bonds.
50
Issue expenses
A portion of the Issue proceeds will be used to meet Issue expenses. The following are the estimated Issue
expenses, which shall be finalized at the time of filing of the Tranche Prospectus:
Particulars Amount As percentage of Issue As percentage of total

(Rs. in Crore) proceeds (in %) expenses of the Issue (in %)
Fees payable to Intermediaries
Lead Managers [●] [●] [●]
Registrar to the Issue [●] [●] [●]
Debenture Trustee [●] [●] [●]
SCSBs [●] [●] [●]
Advertising and marketing [●] [●] [●]
Selling and Brokerage commission [●] [●] [●]
Other Miscellaneous Expenses [●] [●] [●]
Total [●] [●] [●]
The above expenses are indicative and are subject to change depending on the actual level of subscription to the
Issue and the number of Allottees, market conditions and other relevant factors.
The Company shall pay processing fees to the SCSBs for ASBA forms procured by Lead Managers/
Consortium Members/ sub-Consortium Members/ brokers/ sub-brokers/ Trading Members and submitted to
SCSBs for blocking the application amount of the Applicant, at the rate of Rs.[●] per Application Form
procured, as finalised by the Company. However, it is clarified that in case of ASBA Application Forms
procured directly by the SCSBs, the relevant SCSBs shall not be entitled to any ASBA processing fee.
Interim use of Proceeds
Pending utilization of the proceeds out of the Issue for the purposes described above, our Company intends to
temporarily invest funds in deposits with banks or deploy the funds in the manner as may be approved by the
Board.
Monitoring of Utilization of Funds
There is no requirement for appointment of a monitoring agency in terms of the SEBI Debt Regulations. The
Board of Directors of our Company shall monitor the utilisation of the proceeds of the Issue. Our Company will
disclose in our Company’s financial statements for the relevant financial year commencing from Fiscal 2016,
the utilization of the proceeds of the Issue under a separate head along with details, if any, in relation to all such
proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized
proceeds of the Issue. In accordance with the SEBI Listing Regulations, our Company will furnish to the BSE
on a half yearly basis, a statement indicating material deviations, if any, in the use of Issue proceeds and shall
also publish the same in newspapers simultaneously with the half-yearly financial results. Further, as per SEBI
Listing Regulations, in case the Issue proceeds are utilized for financing working capital or general corporate
purposes or for capital raising purposes the copy of the auditor's certificate may be submitted to the BSE at the
end of each financial year till the funds have been fully utilised or the purpose for which these funds were
intended has been achieved.We shall utilize the proceeds of the Issue only upon execution of the documents for
creation of security as stated in this Shelf Prospectus in the section titled “Terms of the Issue” on page 132 of
this Shelf Prospectus and upon the listing of the Bonds.
Benefit / interest accruing to Promoters/Directors out of the object of the issue
Neither the promoter nor the directors of our company are interested in the objects of the issue.
Variation in terms of contract or objects
Our company shall not, in terms of Section 27 of the Companies Act, 2013, at any time, vary the terms of an
objects for which the Shelf Prospectus is issued, except subject to the approval of, or except subject to an
authority given by the shareholders in general meeting by way of special resolution and after abiding by all the
formalities prescribed in Section 27 of the Companies Act, 2013.
51
STATEMENT OF TAX BENEFITS
Under the current tax laws, the following possible tax benefits, inter alia, will be available to the Bond holders.
This is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and
disposal of the Bonds, under the current tax laws presently in force in India. The benefits are given as per the
prevailing tax laws and may vary from time to time in accordance with amendments to the laws or enactments
described in this section. The Bondholders are advised to consider in their own case the tax implications in
respect of subscription to the Bonds after consulting their own tax advisors, as alternate views or
interpretations are possible, and tax benefits may be considered differently by the Indian Income Tax
Authorities, the Government, Tribunals or Courts. We are not liable to the Bondholders in any manner for
placing reliance upon the contents of this statement of tax benefits.
A. INCOME TAX
1. Interest from Bonds do not form part of Total Income.
a) In exercise of power conferred by item (h) of sub clause (iv) of clause (15) of Section 10 of the Income Tax
Act, 1961 the Central Government vide notification no 59/2015[F.No.178/27/2015- ITA.1] dated 6th July,
2015 authorizes the Company to issue during the Financial year 2015 - 16, tax free, secured, redeemable,
non-convertible bonds for the aggregate amount of Rs.5000 crore subject to the other following conditions
that –
i) Retail Individual Investors, Qualified Institutional Buyers, Corporates (including statutory

corporations), trusts, partnership firms, Limited Liability Partnerships, co-operative banks, regional
rural banks and other legal entities, subject to compliance with their respective Acts and High Networth
Individuals shall be eligible to subscribe to the bonds.
 Qualified Institutional Buyers shall have the same meaning as assigned to them in the Securities
and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000.
 Retail individual investors means those individual investors, Hindu Undivided Family (through
Karta), and Non Resident Indians (NRIs), on repatriation as well as non-repatriation basis,
applying for upto rupees ten lakh in each issue and individual investors investing more than
rupees ten lakh shall be classified as High Net worth Individuals.
ii) It shall be mandatory for the subscribers to furnish their Permanent Account Number to the issuer.
iii) The holder of such bonds must register his or her name and the holding with the issuer.
iv) The tenure of the bonds shall be ten, fifteen or twenty years.
v) There shall be ceiling on the coupon rates based on the reference G-sec rate. The ceiling coupon rate
for AAA rated issuers shall be reference G-sec rate less 55bps in case of Retail Institutional Investors
and G-sec rate minus 80 bps in case of Qualified Institutional Buyers, Corporates and High Net worth
Individuals. The interest shall be payable annually.
vi) The higher rate of interest, applicable to retail investors, shall not be available in case the bonds are
transferred by Retail individual investors to non –retail investors.
b) Section 10(15)(iv)(h) of Income Tax Act, 1961 provides that in computing the total income of a previous
year of any person, interest payable by any public sector company in respect of such bonds or debentures
and subject to such conditions, including the condition that the holder of such bonds or debentures registers
his name and the holding with that company, as the Central Government may, by notification in the Official
Gazette, specify in this behalf shall not be included;
Further as per Sec 14A (1), no deduction shall be allowed in respect of expenditure incurred by the assesse in
relation to said interest, being exempt.
Section 2(36A) of the IT Act defines “Public Sector Company” as any corporation established by or under
any state Central, State, Provincial Act or a Government company as defined under Section 2(45) of the
Companies Act, 2013, Housing and Urban Development Corporation Limited is a public sector company as
it is a Government company as defined under Section 2(45) of the Companies Act, 2013.
52
c) TDS: Since the interest Income on these bonds is exempt, no Tax Deduction at Source is required. However,
interest on application money would be liable for TDS as well as Tax as per present tax rules.
d) Issue expense and brokerage:
(i) In the case of private placement, the total issue expense shall not exceed 0.25 per cent of the issue size
and in case of public issue, it shall not exceed 0.65 per cent of the issue-size.
(ii) The issue expense would include all expenses relating to the issue like brokerage, advertisement,
printing, registration etc.
2. CAPITAL GAIN
a) Under Section 2 (29A) of the Income Tax Act, 1961 read with section 2 (42A) of the Income Tax Act, 1961,
a listed Bond is treated as a Long Term Capital Asset if the same is held for more than 12 months
immediately preceding the date of its transfer.
Under Section 112 of the Income Tax Act, 1961, capital gains arising on the transfer of Long Term Capital
Assets being listed securities are subject to tax at the rate of 20% of the Capital Gains calculated after
reducing indexed cost of acquisition or 10% of the capital gains without indexation of the cost of acquisition.
The capital gains will be computed by deducting expenditure incurred in connection with such transfer and
cost of acquisition/indexed cost of acquisition of the Bonds from the sale consideration.
However as per third proviso to Section 48 of Income Tax Act, 1961 benefits of indexation of cost of
acquisition under second proviso of Section 48 of Income Tax Act, 1961 is not available in case of bonds
and debentures, except capital indexed bonds. Thus, Long Term Capital Gain Tax can be considered at a rate
of 10% on listed bonds without indexation.
Securities Transaction Tax (“STT”) is a tax being levied on all transactions in specified securities done on
the stock exchanges at rates prescribed by the Central Government from time to time. However, STT is not
applicable on transactions in the Bonds.
In case of an individual or Hindu Undivided Family (“HUF”), being a resident, where the total income as
reduced by the long term capital gains is below the maximum amount not chargeable to tax like for
Assessment Year 2016-17 Rs.2,50,000 in case of resident citizens of less than 60 years of age, Rs.3,00,000
in case of resident senior citizens of 60 or more years of age (on any day of the previous year) and
Rs.500,000 in case of resident super senior citizens of 80 years or more of age (on any day of the previous
year), the long term capital gains shall be reduced by the amount by which the total income as so reduced
falls short of the maximum amount which is not chargeable to income-tax and at the tax on the balance of
such long-term capital gains shall be computed at the rate of ten per cent in accordance with and the proviso
to sub-section (1) of section 112 of the Income Tax Act, 1961 read with CBDT Circular 721 dated
September 13, 1995.
The applicable surcharge shall depend upon the taxable income of assess as per the current rate in force.
Further a 2% education cess and 1% secondary and higher education cess on the total income tax (including
surcharge wherever applicable) is payable by all categories of tax payers.
b) Short-term capital gains on the transfer of listed bonds, where Bonds are held for a period of not more than
12 months would be taxed at the normal rates of tax in accordance with and subject to the provision of the
Income Tax Act, 1961.
The provisions related to minimum amount not chargeable to tax, surcharge and education cess described at
para (a) above would also apply to such short-term capital gains.
c) Under Section 54 EC of the Income Tax Act, 1961 and subject to the conditions and to the extent specified
therein, long term capital gains arising to the Bondholders on transfer of their Bonds shall not be chargeable
to tax to the extent such capital gains are invested in certain notified Bonds within six months from the date
of transfer. If only part of the capital gain is so invested, the exemption shall be proportionately reduced.
However, if the said notified Bonds are transferred or converted into money within a period of three years
53
from their date of acquisition, the amount of capital gains exempted earlier would become chargeable to tax
as long term capital gains in the year in which the Bonds are transferred or converted into money. Where the
benefit of Section 54 EC of the Income Tax Act, 1961 has been availed on investments in the notified
Bonds, a deduction from the income with reference to such cost shall not be allowed under Section 80 C of
the Income Tax Act, 1961.
For purpose of availing exemption from tax on capital gains, the investment made in the notified Bonds by
an assessee during the financial year in which the original asset is transferred and in the subsequent financial
year cannot exceed Rs. 50.00 lakh.
d) As per the provisions of Section 54F of the Income Tax Act, 1961 and subject to conditions specified
therein, any long-term capital gains (not being residential house) arising to a Bondholder who is an
individual or HUF, are exempt from capital gains tax if the entire net sales considerations is utilized, within
a period of one year before, or two years after the date of transfer, in purchase of a new residential house, or
for construction of one residential house in India (hereafter referred to the new asset) within three years from
the date of transfer. If only a part of such net sales consideration is invested within the prescribed period in
the new asset, then such gains would be chargeable to tax on a proportionate basis.
Provided that nothing contained above shall apply where the said Bondholder owns more than one
residential house other than the new asset, on the date of transfer of such original asset or purchase any
residential house, other than the new asset, within a period of one year after the date of transfer of such
original asset or constructs any residential house, other than the new asset, within a period of three years
after the date of transfer of such original asset and the income from such residential house other than the one
residential house owned on the date of transfer of such original asset, is chargeable under the head Income
from House Property. If the new asset in which the investment has been made is transferred within a period
of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier
would become chargeable to tax as long term capital gains in the year in which such new asset is
transferred. Similarly, if the Bondholder purchases within a period of two years or constructs within a period
of three years after the date of transfer of capital asset, another residential house (other than the newasset
referred above), then the original exemption will be taxed as capital gains in the year in which such
residential house is purchased or constructed.
e) Under Section 195 of Income Tax Act, income tax shall be deducted from any sum payable to Non-
Residents on long term capital gain or short term capital gain arising on sale and purchase of Bonds at the
rate specified in the Finance Act of the relevant year or the rate or rates of the income tax specified in an
agreement entered into by the Central Government under section 90, or an agreement notified by the Central
Government under section 90A, as the case may be. In case the tax is deducted at the rate as specified under
the relevant agreement entered into by the Central Government under section 90 then it shall be mandatory
for the subscribers of such Bonds to furnish their Tax Residency Certificate (TRC) and Form 10F in format
as prescribed by CBDT failing which income tax shall be deducted at the rate specified in the Finance Act of
the relevant year.
f) The income by way of short term capital gains or long term capital gains (not covered under Section 10(38)
of the Act) realized by Foreign Institutional Investors on sale of security in the Company would be taxed at
the following rates as per Section 115AD of the Income Tax Act, 1961:
 Short term capital gains - 30% (plus applicable surcharge and education cess); and
 Long term capital gains - 10% without cost of indexation (plus applicable surcharge and education
cess)
As per section 90(2) of the Income Tax Act, 1961, the provisions of the Act, would not prevail over the
provision of the tax treaty applicable to the non-resident to the extent that such tax treaty provisions are more
beneficial to the non resident. Thus, a non resident can opt to be governed by the beneficial provisions of an
applicable tax treaty. However, to avail the above mentioned benefit of the applicable tax treaty the Foreign
Institutional Investors has to mandatorily furnish its Tax Residency Certificate (TRC) and Form 10F in
format as prescribed by CBDT failing which the benefit of applicable tax treaty would not be extended.
g) However under section 196D(2), no deduction of tax shall be made from any income, by way of capital gain
arising from the transfer of securities referred to in Section 115AD, payable to Foreign Institutional
Investors.
54
3. Bonds held as Stock in Trade
In case the Bonds are held as stock in trade, the income on transfer of the Bonds would be taxed as business
income or loss in accordance with and subject to the provisions of the Income Tax Act, 1961.
4. Taxation on gift
As per section 56(2)(vii) (c) of the Income Tax Act, 1961 in case where individual or HUF receives Bonds
from any person on or after 1st October, 2009 –
A. without any consideration, aggregate fair market value of which exceeds fifty thousand rupees, then the
whole of the aggregate fair market value of such bonds/debentures or;
B. for a consideration which is less than the aggregate fair market value of the Bonds by an amount
exceeding fifty thousand rupees, then the aggregate fair market value of such bonds/debentures as
exceeds such consideration;
shall be taxable as the income of the recipient.
Provided further that this clause shall not apply to any sum of money or any property received
a) from any relative as defined in the Explanation to this Section; or

b) on the occasion of the marriage of the individual; or
c) under a will or by way of inheritance; or
d) in contemplation of death of the payer or donor, as the case may be; or
e) from any local authority as defined in the Explanation to clause (20) of section 10; or
f) from any fund or foundation or university or other educational institution or hospital or other medical
institution or any trusts or institution referred to in clause (23C) of section 10; or
g) from any trusts or institution registered under section 12AA.
B. WEALTH TAX
Wealth Tax has been abolished w.e.f. F.Y. 2015-16 (A.Y. 2016-17).
C. PROPOSALS MADE IN DIRECT TAX CODE
The Hon’ble Finance Minister has presented the Direct Tax Code Bill, 2010 (“DTC Bill”) on August 30,
2010. The DTC Bill is likely to be presented before the Indian Parliament in future. Accordingly, it is
currently unclear what effect the Direct Tax Code would have on the investors.
For Dhawan & Co.,

Chartered Accountants
(Firm registration No. 002864N)
(Sunil Gogia)
Place of Signature: New Delhi (Partner)
Dated: Oct 26, 2015 Membership No. 073740
55
INDUSTRY OVERVIEW
Unless otherwise indicated, industry data used throughout this section is derived from publicly available
sources including the RBI and the GoI, and “Report on Indian Urban Infrastructure and Services” (“RIUIS”)
by the High Powered Expert Committee set up by the Ministry of Urban Development”
Such data or their presentation in this chapter may be subject to approximations, rounding off or
reorganization. While industry sources and publications generally state that the information contained therein
has been obtained from sources generally believed to be reliable, their accuracy, completeness and underlying
assumptions are not guaranteed and neither we nor any person connected with the Issue has independently
verified the information provided in this chapter. The extent to which you place reliance on the information
provided in this chapter should accordingly be limited.
Overview of the Indian Economy
The growth rate of Gross Domestic Product (GDP) at constant (2011-12) market prices is estimated at 7.3
percent in 2014-15 (provisional estimates), as compared to 6.9 per cent and 5.1 per cent in 2013-14 and 2012-13
respectively. The growth rate of quarterly GDP at constant market prices for all four quarters of 2014-15 is
estimated at 6.7 per cent (Q1), 8.4 per cent (Q2), 6.6 per cent (Q3) and 7.5 per cent (Q4), compared to the
corresponding rates of 7.0 per cent (Q1), 7.5 per cent (Q2), 6.4 per cent (Q3) and 6.7 per cent (Q4) in 2013-14
(Monthly Economic Report June 2015, Ministry of Finance, GoI).
The Index of Industrial Production (IIP) for the month of May 2015 registered 2.7% growth compared to 5.6% in
May 2014. The cumulative growth for the period April-May 2015-16 stands at 3.0% compared to 4.6% during
same period in 2014-15. (Press Release, July 10, 2015 Ministry Of Statistics And Programme Implementation,
Central Statistics Office, GoI).
Exports and imports in US$ terms declined by 15.8% and 13.4% respectively in June 2015 over the
corresponding period of previous year (Monthly Economic Report June 2015, Ministry of Finance, GoI). Weak
global demand conditions restrained merchandise exports. The decline in exports in Q1 of 2015-16, in terms of
both volume and value, was the steepest since Q2 of 2009-10. The sharp fall in international commodity prices -
especially crude oil – led to compressed import payments, helping to narrow the trade deficit. Headline
consumer price index (CPI) inflation rose for the second successive month in June 2015 to a nine-month high of
5.4% (Third Bi-monthly Monetary Policy Statement, 2015-16, RBI & Press release on CPI, MoS&PI dated 13 th
July 2015).
In its second monetary policy review during 2015-16 held on 3rd June 2015, RBI has reduced bench mark repo
rate from 7.50 percent to 6.75 percent. In its third monetary policy review on 4th August 2015, RBI has kept the
policy rates unchanged.
Trend of Urbanisation
As per Census estimates of the Government of India, urban population of India is likely to grow from 377.1
million in 2011, which is 31.16% of the country’s population to around 815 million by 2050, representing
around 50 per cent urbanization level. This is still low compared to other developing countries- like 54% in
China,53% in Indonesia, 79% in Mexico and 85% in Brazil for the year 2014. (Source: World Urbanisation
Prospects, 2014, United Nations).
Urbanisation has shown significant positive linkages with economic growth. In1950-51, the contribution of
urban sector GDP of India was only 29%, which increased to 47% in 1980-81 and 62%-63% in 2009-10 and is
likely to be 75% by 2021 (Report of the Steering Committee on Urban Development for 11 th Five Year Plan
:2007-12). India is urbanising rapidly and in the coming decades, the urban sector will play a critical role in the
structural transformation of the Indian economy.
Housing and Urban Infrastructure Sector in India
Real estate and ownership of dwelling constituted 7.8% of India’s GDP in 2013-14. In recent years both
domestic and global slowdown has affected this sector with growth decelerating from 7.6% in 2012-13 to 6% in
2013-14 (Economic Survey 2014-15).
56
Housing is a basic human need like food and clothing. Housing has been rightly termed as an “Engine of
Equitable and Balanced growth for the country” as it has a direct impact on income and employment generation.
It has various forward and backward linkages and is linked to a host of industries and vocations (NHB: Report on
Trend and Progress of Housing in India, 2013).
Housing sector has large and strong multiplier effects on the economy. In India, housing sector is the fourth
largest employment generator, for every lakh invested in this sector, 2.69 new jobs are created in the economy. A
unit increase in the final expenditure in the housing would generate additional income as high as three times the
income generated within the housing sector in India itself. Every additional rupee invested in the housing sector
will add Rs. 1.54 to the GDP and with household expenditure considered, this is going to add Rs. 2.84. (Source:
NCAER study supported by MoHUPA on “the impact of investments in the housing sector in India on GDP and
employment in the Indian economy, April 2014”).
Housing Shortage and Requirement
According to the report of the Technical Group (TG-12) on Urban housing shortage constituted in the context of
formulation of the Twelfth Five-Year Plan, housing shortage is estimated to be around 18.78 million. About
95.62% of such households are from EWS and low income groups (LIG). Amongst the LIG category a
significant proportion of the shortage is on account of congestion in living condition. (Source: Report of the
Technical Group (TG-12) on Urban Housing Shortage, MoHUPA, GoI). As per Government estimates urban
housing shortage is expected to be around 20 million houses by 2022. To meet this shortage, an investment of
Rs. 12 lakh crore would be required @ Rs. 6 lakh per house. (Ebook, MoHUPA 2015).
Government Schemes for Housing
Housing for All by 2022
The Government on 25th June 2015 has launched ‘Pradhan Mantri Awas Yojana’ which aims to provide
‘Housing for All’ in urban areas during 2015-2022. The mission seeks to address the housing requirement of
urban poor including slum dwellers through following programme verticals:
• Slum redevelopment with private participation using land as a resource
• Promotion of Affordable Housing for weaker section through credit linked subsidy
• Affordable Housing in Partnership with Public & Private sectors
• Subsidy for beneficiary-led individual house construction
Under credit-linked beneficiaries of Economically Weaker section (EWS) and Low Income Group (LIG) seeking
housing loans from Banks, Housing Finance Companies and other such institutions would be eligible for an
interest subsidy upto loan amount of Rs.6 lakh at the rate of 6.5 % for a tenure of 15 years or during tenure of
loan whichever is lower. Under the Mission, HUDCO has been identified as one of the Central Nodal Agency
(CNA) to channelize credit-linked subsidy to the lending institutions and for monitoring the progress of this
component.
Schemes for Urban Development
Smart Cities Mission
The Smart Cities Mission’s objective is to promote cities that provide core infrastructure and give a decent
quality of life to its citizens, a clean and sustainable environment and application of ‘Smart’ Solutions. The
focus is on sustainable and inclusive development and the idea is to look at compact areas, create a replicable
model which will act like a light house to other aspiring cities. The Mission will cover 100 cities and its duration
will be five years (FY2015-16 to FY2019- 20). The Smart City Mission will be operated as a Centrally
Sponsored Scheme (CSS) and the Central Government proposes to give financial support to the Mission to the
extent of Rs. 48,000.00 crore over five years i.e. on an average Rs. 100.00 crore per city per year. An equal
amount, on a matching basis, will have to be contributed by the State/ULB; therefore, nearly Rupees one lakh
crore of Government/ULB funds will be available for Smart Cities development.
Atal Mission for Rejuvenation and Urban Transformation (AMRUT)
AMRUT’s objective is to create infrastructure, to provide basic services to households and build amenities
which will improve the quality of life of all - especially the poor and the disadvantaged. Under the mission
57
500 cities will be taken up having a population greater than one lakh. The Mission will be operated as a
Centrally Sponsored Scheme with a total outlay envisaged at Rs. 50,000.00 crore for five years from FY 2015-
16 to FY 2019-20. The components of the AMRUT consist of capacity building, reform implementation, water
supply, sewerage management, storm water drainage, urban transport and development of green spaces and
parks.
Investment needs for Urban Infrastructure Development
The High Powered Expert Committee(HPEC), for estimating the investment requirement for urban
infrastructure services, has estimated the fund requirement for the period from the Twelfth Five Year Plan to the
Fifteenth Five Year Plan, i.e. 2012-31. The investment for urban infrastructure over the 20-year period has been
estimated at Rs.39.2 lakh crore at 2009-10 prices. The sector-wise estimation is depicted is given below. Out of
this Rs. 34.1 lakh crore is for asset creation, out of which the investment for the eight major sectors is Rs. 31
lakh crore; Rs. 4.1 lakh crore for renewal and redevelopment including slums; and Rs.1 lakh crore for capacity
building.
Table 3: Urban Infrastructure Investment Requirement: 2012-31

(Rs. in crores)
Sectors Investment Requirement
Urban Roads 1728941.00
Urban Transport 449426.00
Renewal &Redevelopment including Slums 408955.00
Water Supply 320908.00
Sewerage 242688.00
Storm Water Drains 191031.00
Capacity Building 101759.00
Traffic Support Infrastructure 97985.00
Solid Waste Management 48582.00
Street Lighting 18580.00
Other Sectors 309815.00
TOTAL 3918670.00
(Source: RIUIS)
58
OUR BUSINESS
Overview
We are a techno-financial institution engaged in the financing and promotion of housing and urban
infrastructure projects throughout India. We were established on April 25, 1970 as a wholly owned government
company with the objective to provide long term finance and undertake housing and urban infrastructure
development programmes. We are a public financial institution under section 2(72) of the Companies Act, 2013
and have been conferred the status of Mini-ratna. We have a pan-India presence through our wide network of
zonal, regional and development offices. We believe our organization occupies a key position in the GoI’s
growth plans and implementation of its policies for the housing and urban infrastructure sector.
Our business is broadly classified into the following two business platforms:
 Housing finance, wherein the beneficiaries of our financing include State government agencies and
borrowers belonging to all sections of the society in urban and rural areas.
 Urban infrastructure finance, wherein the beneficiaries of our financing include projects relating to
social infrastructure and area development, water supply, sewerage and drainage, roads and transport,
power, emerging sector, commercial infrastructure and others.
We also provide consultancy services in the field of urban and regional planning, design and development,
environmental engineering, social development, government programmes and others.
As on September 30, 2015, we have provided finance for over 16.29 million dwelling units and over 2065 urban
infrastructure projects in India. Further, as on September 30, 2015, we have sanctioned loans of Rs. 59,334.00
crore for housing and Rs. 93,744.00 crore for urban infrastructure on a cumulative basis, of which Rs. 38,294.00
crore and Rs. 64,014.00 crore has been disbursed respectively.
As part of consultancy services, as on September 30, 2015 we had appraised 1,294projects with a project cost of
Rs.26,517.31 crore under JNNURM/RAY.
We have established a track record of consistent financial performance and growth. Certain of our key growth
and efficiency indicators for the last three Fiscals are set forth below:
Certain Key Operational Indicators Fiscal 2015 Fiscal 2014 Fiscal 2013
Loan book (loan outstanding including investment in 33,134.86 30,011.82 26,606.52
bonds)(Rs. in crore)
Long term debt to equity ratio 2.70 2.88 2.60
CRAR (%) 51.21 27.85 23.24
Net NPA (%) 1.59% 2.52% 0.86%
Net interest margin*(Rs. in crore) 1,553.22 1,263.50 1,286.38
*
Net interest margin = Interest income (comprising of interest on loans, bonds, staff advances, loan against public deposits
and fixed deposits with banks) minus (-) Interest expenditure (comprising of interest on secured loans, unsecured loans and
other interest)
Our total income and profit after tax for the last three Fiscals are as set forth below:
(Rs. in crores)
Fiscal 2015 Fiscal 2014 Fiscal 2013
Total income 3427.77 2993.85 2923.24
Profit after tax 777.63 726.34 700.56
`
59
Key financial parameters
Provided below is a summary of our key financial parameters for the last three Fiscals.
(Rs. in crore except percentages)

Particulars Fiscal 2015 Fiscal 2014 Fiscal 2013 (Audited)
(Audited) (Audited)
Paid up equity share capital 2001.90 2001.90 2001.90
Net worth 7,781.17 7,123.33 6,513.96
Total Debt (of which)
Non Current Maturities of Long Term 18,315.14 18,868.21 13504.40
Borrowing
Short Term Borrowing* 2,815.37 980.71 2127. 99
Current Maturities of Long Term 2,337.14 1,455.83 3235.12
Borrowing
Net Fixed Assets (Net Block including 99.63 94.78 88.71
CWIP)
Non Current Assets 27,629.24 24,882.62 21914.47
Cash and Cash Equivalents 81.18 71.74 526.77
Current Investments - - -
Current Assets 5,484.13 5,330.91 5034.68
Current Liabilities 6,178.14 3,386.67 6191.02
Assets under Management and Off N.A N.A N.A
Balance Sheet Assets
Interest Income 3,311.85 2,918.23 2830.99
Interest Expense 1,758.63 1,654.73 1544.61
Provisioning & Write-offs 273.80 9.18 135.39
Profit before tax (PBT) 1,180.94 1,094.35 1,061.70
Profit after tax (PAT) 777.63 726.34 700.56
Gross NPA (%) 6.25% 6.76% 5.69%
Net NPA (%) 1.59% 2.52% 0.83%
Tier I Capital Adequacy Ratio (%) 51.21% 27.85% 23.24%
Tier II Capital Adequacy Ratio (%) 0.00 0.00 0.00
Dividend declared/paid 100.01 100.01 150.00
Interest Coverage Ratio (%)- PBIT/Interest 1.67 1.67 1.67
Expense
*Short term borrowings including Cash Credit/Overdraft facilities
**Provisioning & write-offs relate to provision on loans, debtors and investments.
Strengths and competitive advantages
We believe our core strengths to maintain and improve our market position in the provision of housing and
urban infrastructure finance, are as follows:
Key strategic position in the GoI's plans for growth of the housing and urban infrastructure sector
We are a government owned company that provides long term finance for construction of houses for residential
purposes, finance or undertake housing and urban infrastructure development programmes and administer the
monies received from time to time from Government of India for implementation of such programmes.We
believe we will continue to occupy a key strategic position in the GoI's ongoing plans to develop the Indian
housing and urban infrastructure sector. In addition to providing finance for the GoI’s schemes, we also monitor
and assist the Government in implementation of such schemes such as JNNURM and RAY through appraisal,
monitoring, skill development etc.
Annually, we enter into an MOU with the GoI that provides guidelines for our annual operational achievements
of our business targets i.e. Housing Finance, Urban Infrastructure Finance, Consultancy Services and
profitability. Under our current MOU, the GoI has agreed to a number of important measures that will facilitate
the development of our business, reduce the risks we face and provide for our continued involvement in the
GoI's housing and urban infrastructure plans.
60
Strong financial position
Our business is funded through equity from the GoI and market borrowings of various maturities, including
bonds and term loans. Our relationship with the GoI currently provides us with access to lower cost funding and
has additionally enabled us to source foreign currency loans from bi-lateral and multi-lateral agencies.
Domestically, we hold AAA, a high credit rating, for long-term borrowing from each of CARE and IRRPL.
We have operated our financing business profitably since inception, including a profit after tax of Rs. 777.63
crore for Fiscal 2015. As on March 31, 2015, our Company had a net worth of Rs. 7,781.17 crore. Our sustained
performance and profitability enabled to earn the Mini-ratna status, which was conferred, to us in the year 2004-
05.
Pan-India presence
We have a pan-India presence. In addition to our Registered and Corporate Office and research and training
wing in New Delhi, we have a Zonal office in Guwahati, 21 Regional offices in Ahmedabad, Bengaluru,
Bhopal, Bhubaneswar, Chandigarh, Chennai, Dehradun, Delhi (NCR), Guwahati, Hyderabad, Jaipur, Jammu,
Kolkata, Kohima, Lucknow, Mumbai, Patna, Raipur, Ranchi, Thiruvananthapuram and Vijaywada and 11
development offices in Agartala, Aizwal, Goa, Imphal, Itanagar, Kokrajhar, Puducherry, Portblair, Shillong,
Shimla and Gangtok. We have extended finance for housing and urban infrastructure projects to customers in 34
states and union territories covering around 1,800 cities and towns.
Established track record
Our 45 years of experience in the business of providing finance has helped us to establish a strong brand name
which has further enabled us to extend our coverage of the market. Our products are availed by State
Governments, both public and private sector and general public. As on September 30, 2015,we have provided
finance for over 16.29 million dwelling units and over 2,065 urban infrastructure projects across social
sector, commercial infrastructure and others. Further, as on September 30, 2015, we have sanctioned loans of
Rs. 59,334.00 crore for housing and Rs. 93,744.00 crore for urban infrastructure on a cumulative basis, of which
Rs. 38,294.00 crore and Rs. 64,014.00 crore has been disbursed respectively.
Varied consultancy services in housing and urban infrastructure sector
We have a wide spectrum of consultancy services in the housing and urban infrastructure sector. We have
provided consultancy services to more than 300 housing and urban infrastructure projects covering diversified
fields. Some of the key areas include low cost housing designs, demonstration housing projects, post disaster
rehabilitation efforts, development plans, state urban development strategy, master plans, preparation of slum
free city plans, DPRs for various towns under BSUP and IHSDP schemes of JNNURM, transport studies,
environmental studies, urban design studies, preparation of river-front development plans and project
management. Our consultancy services are suited to all such institution in the housing and urban infrastructure
sector that do not have the expertise or manpower, or want to supplement their own efforts.
Wide pool of skilled and professional workforce
We have a wide pool of employees from diverse backgrounds ranging from finance, law, engineering,
architecture, planning and designing, economics and sociology. Further our research and training activities
through the HSMI and building technology promotion activities enable us to further strengthen our business
process with regard to providing finance and consultancy services and enable capacity building in this sector.
Strategy
The key elements of our business strategy are as follows:
Enhance participation in implementation of government programmes on housing and urban infrastructure
We have in the past provided, and continue to provide, finance for the implementation of government
programmes on housing and urban infrastructure. Our social housing category under the housing finance
business has been specifically tailored for weaker sections housing programmes. We will enhance our
61
participation in the implementation of the government programmes on housing and urban infrastructure by
involving ourselves in other action schemes of the Central and State Governments where financing may be
needed.
Increase financing of the housing and urban infrastructure projects
We seek to further increase financing of the housing and urban infrastructure projects in India with an emphasis
on strategic, physical and geographic growth, and strengthening and expanding our relationships with our
existing customers as well as identifying new avenues in the sector. Our geographic growth would be extended
to smaller cities where we believe there is greater demand for finance for housing and urban infrastructure
projects.
Develop strategic alliances with various agencies
We have a close relationship, developed over the years, with the Central and State Governments/Government
agencies. Towards leveraging this close relationship, we intend to establish strategic alliances like JVs with the
State Governments and its agencies to enhance our business in the financing as well as fee based activities.
Enhance income from fee-based activities
We have a very rich and varied expertise in the financing of housing and urban infrastructure projects, acquired
over more than 44years, coupled with its multi-faceted talent pool, we are well positioned to significantly
enhance our fee-based activities. This would further be supported through leveraging our close association with
the State Government especially in regard to the major Government programmes like JNNURM and RAY. We
seek to supplement our business in housing and urban infrastructure finance sector though consultancy.
Our business platforms
Housing finance
We finance dwelling units in the urban and the rural areas (“Housing Finance”). As on March 31, 2015, we have
sanctioned Housing Finance of Rs. 54,098.00 crore, which is 36.49 % of our total financing activities. Income
from Housing Finance consists of Rs. 841.67crore for the Fiscal 2015, which is 24.55 % of our total income for
that period. Housing Finance can be classified into financing of social housing, residential real estate and Hudco
Niwas.
Under social housing, the beneficiaries of our financing are borrowers belonging to the economically weaker
sections of the society (“EWS Housing”) and borrowers belonging to the lower income group (“LIG Housing”).
The classification is based on economic parameters. Accordingly, families with household income of Rs.
3,00,000.00 per annum or less fall into the EWS Housing category and families with household income from
Rs. 3,00,001.00 per annum.to Rs.6,00,000.00 per annum fall into the LIG Housing category. Under residential
real estate, the beneficiaries of our financing are public and private sector borrowers for housing and
commercial real estate projects including land acquisition. Such housing and commercial real estate projects
cater primarily to the middle-income group and high-income group of the society.
We finance social housing and residential real estate through State Governments and agencies which primarily
include state housing boards, rural housing boards, slum clearance boards, development authorities, Municipal
Corporations, joint ventures and private sector agencies. These entities are our borrowers under social housing
and residential real estate who, in turn, extend the finance to or utilise the finance for the ultimate beneficiaries.
HUDCO’s retail finance window was launched on March 8, 1999 under “Hudco Niwas” for providing housing
loans to individuals. Under Hudco Niwas Scheme, loans are provided for construction of houses, purchase of
houses and flats, purchase of plots from public agencies, extending and improving existing houses and
refinancing of existing housing loans from banks and other financing institutions to salaried and other
individuals to the extent of 80% of the cost of the housing unit for a maximum tenure of 25 years. Under
HUDCO Niwas, individual loans are available upto Rs. 1 Crore, which are secured by the mortgage over the
housing unit to be financed and other collaterals, which are to be decided on a case-to-case basis. Under Hudco
Niwas, bulk loans are also provided to State Governments, para-statal institutions of the State Governments and
Public Sector Undertakings to meet the demand of the house building advance of their employees/public,
alongwith HFCs for housing loans for general public.
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Our principal product for Housing Finance is long-term loans. The long-term loans are for up to 90% of the
eligible project cost for State Governments and public sector agencies for housing, up to 66% of the project cost
for residential real estate by private sector and up to 80% of the funding requirement for Hudco Niwas. The
disbursement of these loans is typically in one or more installments. The maturity period of the term loans is
typically up to 15 years for State Governments, and public and private sector agencies and up to 25 years for
Hudco Niwas. The long-term loans typically bear floating interest rates and, depending upon the nature of the
borrower and the dwelling unit, and there are provisions for reset of interest rate and conversion from fixed rate
of interest to floating rate of interest and vice versa. The security under the long-term loans depends upon the
nature of the housing project and the borrower. If the borrower is a public agency, the security options include
government guarantee, bank guarantee, mortgage of the project or alternate property. In respect of private sector
agencies, the security options include mortgage of the project property, escrow of the receivables and
hypothecation of the assets. The security coverage under the long-term loans generally varies from 125%-150%
of the loan outstanding at any given point of time depending upon the type of borrower.
The following table sets forth the sanctioned and the disbursed amount for social housing, residential real estate
and Hudco Niwas for the indicated periods:
(Rs. in crores except for number of dwelling units)
Sanctioned amount
Social housing 3,977.22 for 4,01,581 6,266.60 for 14,11,962 2,952.43 for 4,25,295
dwelling units dwelling units dwelling units
Residential real estate 3,177. 97 for 82,446 dwelling 3,310.91 for 4,291.37 for 9, 131dwelling
units 22,058dwelling units and units and others*
others*
Hudco Niwas 514.04 for 105 dwelling units 65.58 for 144 dwelling units 393.37 for 4,924 dwelling
units
Total 7,669.25 for 4,84,128 9,643.09 for 14,34,102 7,637.17 for 4,39,286
dwelling units and others* dwelling units and others* dwelling units and others*
Disbursed amount
Social housing 2,591.99 2,109.79 930.86
Residential real estate 474.98 428.88 347.76
Hudco Niwas 8.76 297.89 106.16
Total 3,075.73 2,836.56 1,384.78
*
Others include land acquisition, ILCS, building material, basic sanitation and commercial real estate.
The outstanding amount for social housing, residential real estate and Hudco Niwas as on March 31, 2015 is
Rs. 6,721.68 crore, Rs. 2,561.22crore and Rs. 378.52 crore respectively.
Urban infrastructure finance
We finance infrastructure projects of varied nature (“Urban Infrastructure Finance”). As on March 31, 2015, we
have sanctioned Urban Infrastructure Finance of Rs. 94,165.00 crore which is 63.51% of our total financing
activities. Income from Urban Infrastructure Projects consists of Rs. 2,414.16 crore for the Fiscal 2015 which is
70.43% of our total income for that period. Urban Infrastructure Finance can be classified into social
sector, commercial infrastructure and others.
Under social infrastructure and area development, we finance health, education and cultural/recreational
infrastructure projects such as hospital, health centres, schools and other educational institutions, community
centres, gardens and parks; integrated area development schemes such as development of new towns, urban
extensions and growth centres; and basic sanitation projects. Under water supply, we finance water related
projects to unserviced areas, rehabilitations projects and augmentation of existing supply and quality. Under
sewerage and drainage, we finance new schemes, and augmentation and rehabilitation projects on sewerage and
drainage. Under the roads and transport, we finance roads, bridges, ports, airports, railways and purchase of
buses. Under power, we finance generation (hydel, thermal, wind, solar and bio mass based) transmission and
distribution systems. Under the emerging sector category, we finance SEZs, industrial infrastructure, gas
pipelines, oil terminals, communication and entertainment infrastructure and IT parks. Under the commercial
infrastructure and others, we finance shopping centres, market complexes, malls-cum-multiplexes, hotels and
office buildings.
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Our borrowers under Urban Infrastructure Finance are State Governments, state level finance corporations,
water supply and sewerage boards of the state and city level, development authorities, roads and bridges
development corporations, new town development agencies, regional planning board, urban local bodies, private
sector agencies and companies.
The long-term loans are provided up to 90% of the eligible project cost by public borrowers and upto 70% of the
eligible project cost for the other borrowers. The disbursement of these loans is typically made in instalments.
The maturity period of the term loans is ranging from 5 to 20 years depending on the nature of the borrower /
project. The long-term loans are availed on floating and fixed interest rate (to be reset periodically) and
borrowers are generally availing it on floating interest rates basis. Further, there are provisions for conversion
from fixed rate of interest to floating rate of interest and vice versa. The security under the long-term loans
depends upon the nature of the infrastructure projects and the borrower. If the borrower is a public agency, the
security options include government guarantee, bank guarantee, mortgage of the project or alternate property
and escrow of the project revenues. In respect of private sector agencies, the security options include bank
guarantee, mortgage of the project property, escrow of the receivables and hypothecation of the assets. The
security coverage under the long-term loans generally varies from 125%-150% of the loan outstanding at any
given point of time depending upon the type of borrower.
The following table sets forth the sanctioned and the disbursed amount for social infrastructure and area
development, water supply, sewerage and drainage, roads and transport, power, emerging sector, commercial
infrastructure and others for the indicated periods:
(Rs. in crores except number of projects)
Sanctioned amount
Social infrastructure and 212.92 for 50 projects 153.98 for 20 projects 2,202.42 for 13 projects
area development
Water supply 4919.14 for 15 projects 1812.19 for 5 projects 3,088.59 for 21 projects
Sewerage and drainage 473.32 for 8 projects 1764.27for 11 projects 9,71.72 for 6 projects
Roads and transport 3787.24 for 27 projects 2120.72 for 20 projects 4,925.46 for 14 projects
Power 1751.72 for 6 projects 1145.50 for 5 projects 1,750 for 4 projects
Emerging sector 2254.77 for 11 projects 832.19 for 10 projects 3,254. 87 for 8 projects
Commercial infrastructure 27.19 for 4 projects 19 for 1 projects 143.90 for 10 projects
and others
Total 13,426.30 for 121 projects 7847.85 for 72 projects 16,336.90 for 76 projects
Disbursed amount
Social infrastructure and 132.88 98.97 42.52
area development
Water supply 2,404.09 1525.87 1318.13
Sewerage and drainage 306.02 322.05 197.75
Roads and transport 949.18 1,159.74 1,662.02
Power 621.64 615.34 1,043.42
Emerging sector 393.43 767.76 304.20
Commercial infrastructure 90.08 107.16 124.23
and others
Total 4,897.32 4,596.89 4,692.27
The outstanding amount for social infrastructure and area development, water supply, sewerage and drainage
sector, roads and transport, power, emerging sector, commercial infrastructure and others as on March 31, 2015
is Rs. 885.77 crore, Rs. 5,637.52 crore, Rs. 659.24 crore, Rs. 6,041.27 crore, Rs. 6,455.51 crore, Rs. 1,931.90
crore and Rs. 1,192.23 crore respectively.
Consultancy services
We provide consultancy services in the area of housing and urban development (“Consultancy Services”). Our
Consultancy Services consist of urban and regional planning, design and development, environmental
engineering, social development, government programmes and others. Income from Consultancy Services was
Rs. 7.79 crore for the Fiscal 2015, which constitutes 0.23% of our total income for that period.
Under urban and regional planning, we provide Consultancy Services with regard to preparation of urban and
regional plans, master plans, city development plans, slum-free city plans, DPRs and preparation of state/city
level urban development strategy and action plans. Under design and development, we provide Consultancy
Services with regard to architectural planning and design services, associated engineering landscape and urban
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design aspects, and preparation of DPRs for housing projects. Under environmental engineering, we provide
Consultancy Services for construction projects, environmental engineering projects covering water supply,
sewerage and solid waste management systems. Under social development, we provide Consultancy Services
with regard to poverty alleviation, community mobilization, gender issues, and monitoring and evaluation.
Under government programmes, we provide Consultancy Services in relation to appraisal, monitoring, quality
assurance and other aspects of government programmes such as JNNURM, RAY and ILCS. Under the others
category, our Consultancy Services cover loan syndication, financial intermediation in restructuring and
accounting practices for urban local bodies and guidance in raising of municipal bonds.
Our clients for Consultancy Services include housing or urban development agencies. Some of the projects in
which consultancy services were provided by us are senior police officer’s mess cum commercial/ office space
in Bengaluru, urban habitat complex in Bengaluru, preparation of overview master plan of tourism for the Union
Territory of Puducherry and preparation of tourism master plan for the State of Tamil Nadu.
Business support activities
Research and training
We undertake research and training in the field of human settlement development (“Research and Training”).
Our Research and Training is carried on through Human Settlement Management Institute (“HSMI”). HSMI
was established in 1985 as our research and training wing to provide support for professionals and a forum for
interaction of administrators, professionals, researchers and other engaged with the issues and day-to-day
practice of human settlement development. HSMI operates as international, national and decentralized levels as
a sector specialist institute. It has been working closely with the Ministry of Housing and Urban Poverty
Alleviation to undertake research and training. Currently, HSMI undertakes Research and Training through four
centres in the following focus areas viz. Centre for Urban Poverty, Slums and Livelihood, Centre for Project
Development and Management, Centre for Sustainable Habitat and Centre for Affordable Housing.
Training by HSMI
HSMI has been organizing fee-based programmes, customized training programmes for the GoI in various
ministries and international agencies. The client includes Department of Personnel and Training for IAS officers
programmes and the Ministry of External Affairs and Ministry of Finance for International programmes under
bilateral development programmes of the GoI besides housing boards, development authorities, infrastructure
development agencies, local bodies, professional institutions and NGOs/CBOs. HSMI also organizes special
events having bearing on the sector in collaboration with the international donor agencies by way of seminar and
short duration workshops and consultations. Since its inception, HSMI has conducted 1,614 programmes, which
have had 43,917participants, and 32 international training programmes in which 540 professionals were trained
from over 60 countries.
HSMI is also one of the identified National Nodal Resource Centres of the MoHUPA for coordinating various
training and documentation activities under the IEC (information, education and communication) component to
support the implementation of the Swarna Jayanti Sahanri Rozgar Yojana, a supported poverty alleviation
programme of the GoI. In addition we have also undertaken capacity building activities to support
implementation of the JNNURM programmes on behalf of the MoHUPA.
Research by HSMI
HSMI research programmes support its training activities and have been developed through small budget
research studies. HSMI undertakes in-house research carried out by its faculty members and sponsored research.
The areas of research primarily focus on integrated urban infrastructure development, urban management,
environmental issues, urban poverty alleviation, informal financing and gender issues. These studies are
published as research studies and working papers and are widely disseminated. Around 150 research studies and
working papers have been undertaken by HSMI.
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Research and Training through HSMI has helped us in generating viable projects to improve our lending
operations directly and indirectly. Further, we have also instituted annual awards for identified best practices
implemented by housing and urban agencies in the country
Building technology promotion
We promote cost effective technologies through use of local materials, upgradation of technologies and
innovations in the area of building materials and construction (“Building Technology Promotion”).
With a view to propagate, disseminate and promote these innovative and cost effective housing technologies, we
along with the GoI have launched a major programme for the establishment of a national network of building
centres (“Building Centres”). As a part of this initiative, 655 Building Centres had been approved as a part of a
national network. Further, as on March 31, 2015 a total grant of Rs.33.65 crore has been sanctioned by us for
this initiative, out of which Rs.23.84 crore have been disbursed. These building centers have together taken up
construction activity to the tune of Rs.1,491.00 crore, produced building components worth Rs. 376.00 crore and
imparted training to over 3.21 lacs construction workers. The Building Centres developing an effective
construction delivery system for affordable housing and also contributing to employment and income generation
of local levels. They impart training on cost effective technologies to various artisans and have introduced
technologies in production of building components and construction of houses and buildings.
In addition to Building Technology Promotion through the Building Centres, we have also extended financial
assistance through equity and term loan support to the building material industries for manufacturing building
materials and components which are innovative and alternate to conventional options and utilizing agricultural
and industrial wastes with energy efficient and environmentally appropriate options.
Furthermore, we also extend support for the development of model village/ model basti throughout the country
with HUDCO-KfW assistance to individual project upto Rs.70 lacs.
Our business process
We have a detailed business process in place for providing Housing Finance and Urban Infrastructure Finance.
Regional offices in association with the Corporate Office undertake extensive marketing of our products. The
business process primarily begins by receipt and scrutiny of loan application by our regional offices. The
received projects are appraised by duly constituted appraisal team comprising of personnel from technical,
finance and legal divisions to ascertain the technical feasibility and financial viability for placing it before the
competent authority for approval in the prescribed formats. The sanctioning powers vests with different levels of
authority at regional offices and Corporate Office. Once the proposal is approved by competent authority,
sanction letter is issued by the concerned regional office.
The disbursements are made after completion of documentation including creation of security at regional
offices. The regional offices are required to monitor the project and make further disbursements after ensuring
adequate physical and financial progress through periodic progress reports and site inspection etc.
Once the project is completed, repayment of the long-term loans extended is ensured by regional offices on
quarterly / monthly basis by regularly monitoring the project. In case of default where recoveries become
difficult, we have a system and procedure of invoking the securities for recovery of our dues.
With regard to Consultancy Services, based on the request of the client at any of our offices or through other
methods such as competitive bidding, the assignments are finalised. The terms of reference is prepared outlining
the project requirements, time schedules of completion and details of stage-wise payment. Thereafter, a formal
agreement is executed for undertaking the consultancy service.
Our participation in government programmes
The GoI has initiated a number of programmes aimed at accelerating the growth and development of housing
and urban infrastructure sector. In the past, we have been involved in such programmes such as the Valmiki-
Ambedkar Awas Yojna (“VAMBAY”). VAMBAY was launched by the GoI in December 2001 with a view to
improve the conditions of the slum dwellers living below the poverty line who do not posses adequate shelter.
We provided finance to the State Governments for implementing the VAMBAY. Similarly, the GoI launched
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the ‘2 million housing programme’ in 1998-99 designed to meet the shelter needs of EWS and LIG category
households. Our primary role was to provide finance for the construction of the houses in urban and rural areas.
Currently, we play a key role in implementing the following programmes.
Jawaharlal Nehru National Urban Renewal Mission (“JNNURM”)
JNNURM, launched by GOI in Dec. 2005, aimed to encourage cities to improve existing urban infrastructure
services in a financially sustainable manner through reforms and ensuring adequate funds. HUDCO has been
integrally involved with JNNURM, since inception, as Central Monitoring Agency for monitoring sub-mission
program - BSUP and sister scheme of the Mission - Integrated Housing and Slum Development Program
(IHSDP). The Mission, originally for 7 years beginning 2005-06, has now been extended upto March 2017 for
completion of on-going projects.
Under JNNURM, HUDCO has been involved in appraisal of DPRs and as monitoring agency for effective
implementation. HUDCO also assisted State Govt./Implementing Agency in preparation of DPRs and as a
financing agency, extended long terms loan finance to eligible public institutions to meet viability gap i.e. State
Govt. / agency contribution beyond available Central Govt. grant. As on September 30, 2015, HUDCO has
appraised 1203 BSUP/ IHSDP projects with project cost of Rs. 23005.52 crore and Central grant of Rs.
12899.94 crore for construction/ upgradation of 9.35 lac dwelling units across 849 cities/ towns in the country
i.e. approx. 79% of total projects sanctioned by Govt. HUDCO has also conducted 410 field visits for
monitoring of BSUP / IHSDP projects and 1814 TPIMA reports have been analyzed.
Rajiv Awas Yojna (“RAY”)
Rajiv Awas Yojana (RAY) Programme was announced by GOI in June, 2009 for creating `Slum Free India’. To
encourage private sector participation, Affordable Housing in Partnership (AHP) and Interest Subsidy for
Housing the Urban Poor (ISHUP) were dovetailed with RAY. Cumulatively, up to June 30, 2015, HUDCO has
appraised 86 projects under RAY with project cost of Rs. 3,337.70 crore and central assistance of Rs. 1,685.15
crore for construction / up-gradation of 65,505 dwelling units. In addition 5 AHP projects (appraised by
HUDCO) for Karnataka & Gujarat have been sanctioned for project cost of Rs. 174.09 core covering 3155
dwelling units.
Through appraisal and monitoring of JNNURM / RAY projects including analysis of TPIMA reports, HUDCO
has earned revenue of Rs. 61.35 crore upto 30 th September, 2015.
Integrated Low Cost Sanitation Scheme (“ILCS”)
ILCS was launched by the GoI in 1980-81 and was revised in 2008. The aim of ILCS is to convert/construct low
cost sanitation units with superstructures and appropriate variations to suit local conditions. Towns across India
are selected for the ILCS scheme based on the prescribed criteria. The scheme covers all the EWS households
which have dry latrines and construct new latrines where EWS households have no latrines. The scheme is
limited to EWS households only. 90% of the funds for the scheme is provided by the Central and State
Governments and 10% by the beneficiaries.
We are involved in the appraisal of DPRs and monitoring of ILCS.
Resource mobilization
We were incorporated with an initial equity capital of Rs. 2 crore. As on the date of filing of the Shelf
Prospectus, our issued, subscribed and paid-up equity shares capital is Rs. 2,001.90 crore. For details, see the
section titled “Capital Structure” on page 48 of this Shelf Prospectus.
In addition to the above, we fund our assets, primarily comprising of loans, with borrowings of various
maturities in the domestic and international markets. Our market borrowings include bonds, loans, public
deposits and external commercial borrowings. As on March 31, 2015 we had total outstanding borrowing of Rs.
23,467.65 crore, of which Rs. 15,339.26 crore or 65.36 % was secured and Rs. 8,128.39 crore or 34.64 % was
unsecured. For details of our outstanding borrowings as on December 31, 2015 see the section titled “Financial
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Domestic borrowings
Debentures
We issue debentures through public issues and private placements to institutional investors. The outstanding
debentures issued by us are listed on the Stock Exchanges.
Bonds
Taxable Bonds: We issue unsecured, non-convertible, redeemable taxable bonds under various series typically
with a maturity period of ten years from the date of allotment and bearing an interest rate ranging from 7.30% to
9.75%.
These bonds are issued on private placement basis and are currently listed on the “whole sale debt market
segment” on the NSE.
Tax-free bonds: We issue secured, non-convertible, redeemable tax free bonds under various series typically
with a maturity period ranging from ten to twenty years from the date of allotment and bearing an interest rate
ranging from 7.00% to 9.01%.
These bonds are issued to retail as well as individual investors through public issue or on private placement
basis and are currently listed on the “whole sale debt market segment” on the NSE (bonds raised through private
placement) and the capital market segments of the NSE and the BSE (bonds raised through public issues).
Loans
We avail of secured as well as unsecured long term and short term loans from various banks and financial
institutions and the Government of India. These loans are mostly in the nature of term loans with a maturity
period ranging from two to twenty two years and bearing fixed as well as floating interest rate ranging from
6.25% to 11.14%.
Public deposits
We have obtained public deposits at an average rate of interest of 9.06% (as calculated on December 31, 2015),
repayable over a period of one to seven years.
International borrowings
External commercial borrowings
We have obtained foreign currency loans aggregating up to Rs. 542.91 crore (as calculated on December 31,
2015) from multilateral bodies abroad and which are either guaranteed by the Central Government or counter-
guaranteed by Indian banks. These loans have a typical maturity period ranging from fifteen to thirty years from
the date of allotment and bear a fixed and floating interest rate.
Our credit ratings
CARE
CARE has assigned a rating of ‘CARE AAA’ to the long-term bonds, long term bank facilities and to our fixed
deposit programme. ‘CARE AAA’ is defined by CARE as a rating for instruments with the highest degree of
safety regarding timely servicing of financial obligations and carrying the lowest credit risk.
CARE has assigned a rating of ‘CARE A1+’ to the short-term debt programme and the short-term bank
facilities availed by us. ‘CARE A1+’ is defined by CARE as rating for instruments having very strong degree of
safety regarding timely payment of financial obligations and carrying a very low credit risk.
For the Issue, CARE has assigned a rating of ‘CARE AAA’ to the Bonds vide its letters dated October 19, 2015
and January 11, 2016.
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Indian Ratings & Research Private Limited
IRRPL, formerly Fitch Ratings India Private Limited, has assigned a rating of ‘IND AAA’ to the domestic
bonds, long term bank facilities and to our domestic term deposit scheme.
For the Issue, IRRPL has assigned a rating of ‘IND AAA’ to the Bonds vide letters dated October 19, 2015 and
January 11, 2016.
Risk management
Risk management structure
Our Board of Directors is entrusted with the overall responsibility for the management of risks of our business.
Additionally, we also have in place committees, as described below, to manage the various risks that we are
exposed to. We are also in the process of putting in place an integrated risk management policy and procedures,
for which a consultant has been appointed.
Credit risk
Credit risk is a risk inherent in the financing industry and involves the risk of loss arising from the diminution in
credit quality of a borrower and the risk that the borrower will default on contractual repayments under a loan or
an advance. We are subject to credit risk in a number of ways; for additional information on our credit risk, see
the section titled “Risk Factors” on page 12 of this Shelf Prospectus.
We manage credit risk by placing an emphasis on the financial and operational strength, capability and
competence of the borrower. While we encourage certain socially relevant schemes through differential lending
rates, the eligibility criteria and fund decision is always purely guided by the merit of the project. We use a wide
range of quantitative as well as qualitative parameters as a part of the appraisal process to make an assessment
of the extent of underlying credit risk. We generally do not sanction any facility to client appearing in CIBIL’s
list of ‘defaulters’ or ‘wilful defaulters’ as per RBI guidelines, or whose board of directors include promoter
directors or whole-time directors (other than professional directors and nominee directors of financial
institutions or Central or State Governments) of companies appearing in CIBIL’s list of ‘wilful defaulters’.
Security risk
Security risk is the risk that there may not be a security or the security may be insufficient to cover for the loss
caused to us in the event the borrower fails to repay the loan. We manage security risk by ensuring that the loan
is duly secured through various security mechanisms like State Government guarantee, mortgage,
hypothecation, bank guarantee, first priority pari-passu charge on assets and trust and retention account. In
certain cases, collateral securities like personal and corporate guarantees are also insisted upon from different
borrowers from private agencies. Further, in many of our loans, dedicated account/escrow accounts are used as a
measure of credit enhancement mechanism. Under this arrangement, the borrower ensure opening of dedicated
account of definite revenue streams of the borrower for ensuring repayment of loans in time.
Market risk
Interest rate risk
Interest rate risk is the risk that changes in market interest rates will adversely affect our financial condition. We
manage the interest rate risk by analysis of interest rate sensitivity gap statements and creation of assets and
liabilities with the mix of fixed and floating interest rates. In addition, all loan sanction documents specifically
give us the right to vary interest rate on the un-disbursed portion of any loan. We review our lending rates
periodically based on prevailing market conditions, borrowing cost, yield, spread, competitors’ rates, sanctions
and disbursements. For additional information on interest rate risk, see the section titled “Risk Factors” on page
Foreign currency exchange rate risk
Foreign currency exchange risk involves exchange rate movements among currencies that may adversely impact
the value of foreign currency-denominated assets, liabilities and off-balance sheet arrangements. We have
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foreign currency borrowings that could expose us to foreign currency exchange rate risk. We have put in place
currency risk management policy to manage risks associated with foreign currency borrowings. We manage
foreign currency risk through derivative products (like currency forward, option, principal swap, interest rate
swap and full currency swap) offered by banks, which are authorised dealers. We have a hedging committee of
senior functionaries and asset liability management committee (“ALCO”) headed by our Director (Finance) and
a forex consultant to guide in hedging and other related activities. As on, December31, 2015 we have entered
into hedging transaction to cover 72.18% of our foreign currency principal exposure. For additional information
on foreign currency exchange rate risk, see the section titled “Risk Factors” on page 12 of this Shelf Prospectus.
Liquidity risk
Liquidity risk is the risk of our potential inability to meet our liabilities as they become due. We have an asset
liability management committee (“ALCO”) headed by our Director (Finance) to manage the liquidity risk.
ALCO monitors risks related to liquidity and interest rate and also monitors implementation of decisions taken
in the ALCO meetings. The liquidity risk is monitored with the help of liquidity gap analysis. The asset liability
management framework includes periodic analysis of long-term liquidity profile of asset receipts and debt
service obligations. To ensure that we always have sufficient funds to meet our commitments, we maintain
satisfactory level of liquidity to ensure availability of funds at any time to meet operational and statutory
requirements. In addition, we have been sanctioned cash credit/overdraft facilities by commercial banks, which
can be availed as and when need arises. At present surplus funds are invested by way of short-term deposits with
banks as per board approved guidelines prepared on the basis of directions received from DPE. For additional
information on liquidity risk, see the section titled “Risk Factors” on page 12 of this Shelf Prospectus.
Operational risk
Operational risks are risks arising from inadequate or failed internal processes, people and systems or from
external events. We have established systems and procedures to reduce operational risk as outlined below:
Operational controls in project finance activities: Our operational policy guidelines and manuals provide a
detailed description of the systems and procedures to be followed in the course of appraisal, approval,
disbursement and recovery of a loan. Various checks and control measures have been built-in for timely review
of the operating activities and monitoring of any gaps in the same.
Operational controls in treasury activities: Our guidelines for deployment of surplus funds provide a
description of process to be followed, with suitable exposure and counterparty limits. Compliance with our
guidelines is monitored through internal control and systems including external and internal audits.
Legal risk: Legal risk arises from the uncertainty of the enforceability of contracts relating to the obligations of
our borrowers. This could be on account of delay in the process of enforcement or difficulty in the applicability
of the contractual obligations. We seek to minimize the legal risk through legal documentation that is drafted to
protect our interests to the maximum extent possible.
Our joint ventures
We have joint venture interests in Shristi Urban Infrastructure Development Limited, Pragati Social
Infrastructure & Development Limited, MCM Infrastructure Private Limited and Signa Infrastructure India
Limited. These joint ventures are engaged in the business of, among other things, constructing housing and
urban infrastructure facilities. However, the Board in its meeting held on April 8, decided that to exit out from
the ventures where the Company has equity participation and are not yielding any return or where ventures are
non-functional/ non-viable be examined and accordingly the Board in its meeting held on November 11, 2015
approved exit from all the four (4) Joint Venture companies. For details, see the section titled “History and
Certain Corporate Matters” on page 77 of this Shelf Prospectus. We earn equity-based income from some of
our joint venture companies. For details, see the section titled “Annexure A – Financial Statements” of this
Shelf Prospectus.
Competition
Our primary competitors are public sector banks, private banks, financial institutions and HFCs registered with
the NHB.
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Regulation
We are a public limited company under the Companies Act and notified as a public financial institution for the
purposes of 2(72) of the Companies Act, 2013. We are a government company under Section 2(45) of the
Companies Act, 2013. We are also registered with the NHB to carry on the business of a housing finance
institution. The certificate of registration has been granted to us by the NHB subject to our continued
compliance with all the directions issued by the NHB from time to time. For further details on the directions
issued by the NHB, see the section titled “Regulations and Policies” on page 72 of this Shelf Prospectus.
Corporate social responsibility
Through Corporate Social Responsibility (“CSR”), we have been periodically undertaking various activities.
Under CSR, we have supported, among other things, financial assistance for the construction of rehabilitation
projects for disaster affected people, construction of toilet facilities, vocational centres for slum dwellers and
construction of night shelters. To increase our CSR activities, we formulated a CSR policy in Fiscal 2011 with
two important focus areas viz sustainability and inclusion of socially disadvantaged communities specially the
poor and slum dwellers. The CSR policy provides for the areas to be covered under CSR such as supporting
research in the housing and urban infrastructure sector, supporting initiatives for slum redevelopment and
sustainable habitat planning, supporting disaster rehabilitation activities. The source of funds for CSR activities
is out of our net profits in line with the DPE guidelines. During Fiscal 2015, we have spent Rs. 3.23 crore. The
company has formulated a CSR and Sustainability policy in line with the new guidelines issued by Department
of Public Enterprise (DPE) vide its Office Memorandum No. F. No. 15(7)/2012-DPE(GM)-GL-104 dated
12/04/2013 with the approval of HUDCO’s Board.
As per Companies Act, 2013, HUDCO’s Board also approved allocation for CSR and Sustainability budget for
the FY 2014-15, equivalent to 2% of the average profit (Profit before Tax) of immediately preceding three
financial years amounting to Rs. 20.64 crore.
(Rs. in crore)
S. No. Particulars Amount
1. Gross Amount of CSR required to be spent during the year 2014-15 20.64
2. Amount spent during the year on: In cash Yet to be paid in
cash
i) Construction/ Acquisition of any asset - -
ii) On purpose other than (i) above 3.23 -
Further, as per the new guidelines issued by ICAI, no provision has been made in the financial statements for
any shortfall in the amount that was expected to be spent on CSR.
Benefits for the employees
We have various schemes in place for the benefit of our employees such as the employees deposit linked
insurance scheme and the group saving linked insurance scheme with the LIC, group personal accident policy
with National Insurance Company, medical attendance scheme and employee social security scheme.
Offices
Registered and corporate office: Our Registered and Corporate Office is located at Hudco Bhawan, Core- 7A,
India Habitat Centre, Lodhi Road, New Delhi 100 003.
Training and research wing: Our training and research wing is located in New Delhi.
Zonal offices: We have one zonal office which is located in Guwahati, Assam.
Regional office: We have regional offices in Ahmedabad, Bengaluru, Bhopal, Bhubaneswar, Chandigarh,
Chennai, Dehradun, Delhi (NCR), Guwahati, Hyderabad, Vijaywada, Jaipur, Jammu, Kolkata, Kohima,
Lucknow, Mumbai, Patna, Raipur, Ranchi and Thiruvananthapuram.
Development offices: We have development offices in Agartala, Aizwal, Gangtok, Goa, Imphal, Itanagar,
Kokrajhar, Puducherry, Portblair, Shillong and Shimla.
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REGULATIONS AND POLICIES
The following is a summary of certain laws and regulations in India, which are applicable to our Company. The
information detailed in this chapter has been obtained from publications available in the public domain. The
regulations set out below may not be exhaustive, and are only intended to provide general information to the
investors and are neither designed nor intended to substitute for professional legal advice.
The National Housing Bank Act, 1987
The National Housing Bank Act, 1987 (the “NHB Act”), established the National Housing Bank (“NHB”) to
operate as a principal agency to promote Housing Finance Companies (“HFCs”) and to provide financial and
other support to such institutions.
Under the NHB Act, an HFC is required to obtain certificate of registration and meet the net owned fund
requirements for carrying on housing finance business. Further, every HFC is required to invest and continue to
invest in India in unencumbered approved securities, an amount which, at the close of business on any day, is
not less than sixper cent (or such higher percentage, not exceeding twenty-five percent, as the NHB may
specify), of the public deposits outstanding at the close of business on the last working day of the second
preceding quarter.
Additionally, every HFC is required to maintain in India in an account with a scheduled bank in term deposits or
certificate of deposits (free of charge or lien) or in deposits with the NHB or by way of subscription to the bonds
issued by the NHB, a sum which, at the close of business on any day, together with the investment as specified
above, shall not be less than 12.50 per cent (or such higher percentage, not exceeding twenty five percent, as the
NHB may specify), of the deposits outstanding in the books of the HFC at the close of business on the last
working day of the second preceding quarter. Pursuant to the NHB Act, every HFC is also required to create a
reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in
the profit and loss account and before any dividend is declared.
Under the terms of the NHB Act, the NHB has the power to direct deposit accepting HFCs to furnish such
statements, information or particulars relating to deposits received by the HFC, as may be specified by the NHB.
The NHB may cause an inspection to be made of any deposit accepting HFC, for the purpose of verifying the
correctness or completeness of any statement, information or particulars furnished to the NHB or for the purpose
of obtaining any information or particulars which the HFC has failed to furnish on being called upon to do so.
Our Company is registered with the NHB. The certificate registration no. 01.0016.01 dated July 31, 2001 was
granted to our Company by NHB.
The Housing Finance Companies (National Housing Bank) Directions, 2010
The Housing Finance Companies (National Housing Bank) Directions, 2010 (the “HFC Directions”) enable the
National Housing Bank to regulate the housing finance system of the country to its advantage. Pursuant to the
HFC Directions, no HFC shall accept or renew public deposits unless it has obtained minimum investment
grade rating for its fixed deposits from any one of the approved rating agencies, at least once a year and a copy
of the rating is sent to the NHB and it complies with prudential norms.
As per the HFC Directions, no HFC shall have deposits inclusive of public deposits, the aggregate amount of
which together with the amounts, if any, held by it which are referred in clauses (iii) to (vii) of sub-section (bb)
of Section 45 I of the Reserve Bank of India Act, 1934 as also loans or other assistance from the National
Housing Bank, is in excess of sixteen times of its net owned fund. Further, no HFC shall accept or renew any
public deposit which is repayable on demand or on notice; or unless such deposit is repayable after a period of
twelve months or more but not later than one hundred and twenty months from the date of acceptance or
renewal of such deposits. Acceptance or renewal can only be done on a written application from the depositors
in the form to be supplied by the HFC.
As per the HFC Directions, no HFC shall invite or accept or renew any public deposit at a rate of interest
exceeding twelve and half per cent per annum. Further, no HFC shall invite or accept or renew repatriable
deposits from non-resident Indians in terms of Notification No. FEMA.5/2000-RB dated May 03, 2000 under
Non-Resident (External) Account Scheme at a rate exceeding the rates specified by the Reserve Bank of India
for such deposits with scheduled commercial banks.
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In accordance with the prudential norms mentioned in the HFC Direction, income recognition shall be based on
recognised accounting principles. Every HFC shall, after taking into account the degree of well defined credit
weaknesses and extent of dependence on collateral security for realisation, classify its lease/hire purchase assets,
loans and advances and any other forms of credit into standard assets; sub-standard assets; doubtful assets; and
loss assets.
The HFC Directives also require each HFC to maintain a minimum capital ratio consisting of Tier-I and Tier-II
capital which shall not be less than twelve percent its aggregate risk weighted assets and of risk adjusted value
of off-balance sheet items. The total Tier-II capital, at any point of time, shall not exceed one hundred percent of
Tier-I capital.
Further, no HFC shall invest in land or buildings, except for its own use, an amount exceeding twenty per cent
of its capital fund, provided that such investment over and above ten percent of its owned fund shall be made
only in residential units. No HFC shall lend to any single borrower exceeding fifteen percent of its owned fund;
and to any single group of borrowers exceeding twenty-five percent of its owned fund. An HFC shall not invest
in the shares of another company exceeding fifteen percent of its owned fund; and the shares of a single group
of companies exceeding twenty-five percent of its owned funds. An HFC shall not lend and invest exceeding
twenty-five percent of its owned fund to a single party; and forty percent of its owned fund to a single group of
parties. Additionally, an HFC cannot lend against its own shares. However, in terms of a letter from the NHB
dated April 5, 2011, our Company has been granted a partial exemption from the abovementioned requirements,
inasmuch as it may lend upto 50% of its net owned funds to government agencies (under its individual lending
exposure) and upto 100% of its net owned funds to individual state governments (under its group
exposure).NHB vide its letter dated May 16, 2014 has permitted our company to extend an exposure of upto
75% of Net owned funds (NoF) to Government/Public agencies (for housing and housing related activities) and
150% of Net owned Funds for group exposure in respect of four states namely, Andhra Pradesh, Rajasthan,
Karnataka, and Tamilnadu. Further in terms of letter from NHB dated June 8, 2015, our company has been
permitted to extend of an group exposure limit of upto 150% of Net owned Funds for housing and housing
related activities for Government/Public agencies in respect of Telangana state.
Pursuant to the HFC Directions, the aggregate exposure of a HFC to the capital market in all forms should not
exceed 40 per cent of its net worth as on March 31 of the previous year. Within this overall ceiling, direct
investment in shares, convertible bonds / debentures, units of equity-oriented mutual funds and all exposures to
Venture Capital Funds of the HFC should not exceed 20 per cent of its net worth as on March 31 of the previous
year.
The present issue does not qualify as a ‘public deposit’ under paragraph 2(1)(y) of the HFC Directions.
Guidelines on ‘Know Your Customer’ and ‘Anti Money Laundering Measures’
The revised Guidelines on Know Your Customer’ and ‘Anti Money Laundering Measures (KYC AML
Guidelines) dated October 11, 2010 issued by the NHB lay down provisions to prevent housing finance
companies (HFCs) from being used, intentionally or unintentionally, by criminal elements for money laundering
activities. The KYC AML Guidelines require, among other things, having a customer acceptance policy, and a
customer identification procedure. Further, the KYC AML Guidelines also require the board of directors of a
HFC to ensure that an effective Know Your Customer (“KYC”) programme is put in place by establishing
appropriate procedures and ensuring their effective implementation.
Guidelines for Asset Liability Management System for HFCs
The revised Guidelines for Asset Liability Management System for HFCs (“ALM Guidelines”) were issued by
the NHB on October 11, 2010. The ALM Guidelines lay down broad guidelines for HFCs in respect of
management of liquidity and interest rate risks. The ALM Guidelines provide that the board of directors of an
HFC should have overall responsibility for management of risks and should decide the risk management policy
and set limits for liquidity, interest rate, exchange rate and equity price risks. Additionally, an asset-liability
committee is required to be constituted consisting of the HFC's senior management for ensuring adherence to
the limits set by the board as well as for deciding the business strategy of the HFC (on the assets and liabilities
sides) in line with the HFC's budget and decided risk management objectives.
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The ALM Guidelines also recommended classification of various components of assets and liabilities into
different time buckets for preparation of gap reports (liquidity and interest rate sensitive). In accordance with the
ALM Guidelines, HFCs which are better equipped to reasonably estimate the behavioural pattern of various
components of assets and liabilities on the basis of past data/empirical studies could classify them in the
appropriate time buckets, subject to approval by the asset-liability committee/board of the HFC.
In addition, each HFC is required to set prudential limits on individual gaps in various time buckets with the
approval of the Board/management committee. Such prudential limits should have a relationship with the total
assets, earning assets or equity.
Guidelines on Fair Practices Code for HFCs
The revised Guidelines on Fair Practices Code for HFCs (“Fair Practices Code”) were issued by the NHB on
October 11, 2010. The Fair Practices Code seeks to promote good and fair practices by setting minimum
standards in dealing with customers, increase in transparency, encouragement of market forces, higher operating
standards, fair and cordial relationship between customer and HFCs and foster confidence in the housing finance
system.
The Fair Practices Code provides for provisions in relation to providing regular and appropriate updates to the
customer and prompt resolution of grievances. HFCs are required to disclose information on interest rates,
common fees, terms and conditions and charges through notices put up at designated places. Further, HFCs are
required to ensure that advertising and promotional material is clear and not misleading and that privacy and
confidentiality of the customers’ information is maintained. Further, whenever loans are given, HFCs should
explain to the customer the repayment process by way of amount, tenure and periodicity of repayment.
However, if the customer does not adhere to repayment schedule, a defined process in accordance with the laws
of the land shall be followed for recovery of dues. The process will involve reminding the customer by sending
him/her notice or by making personal visits and/or repossession of security, if any.
The Recovery of Debts due to Banks and Financial Institutions Act, 1993
The Recovery of Debts due to Banks and Financial Institutions Act, 1993 (the “DRT Act”) provides for
establishment of the Debt Recovery Tribunals (the “DRTs”) for expeditious adjudication and recovery of debts
due to banks and financial institutions. The DRT Act lays down the procedure for making application to the
DRTs, powers of the DRTs and modes of recovery of debts determined by DRTs. These include attachment and
sale of movable and immovable property of the defendant, arrest of the defendant and appointment of receiver
for management of the movable or immovable properties of the defendant.
The DRT Act also provides that a bank or financial institution having a claim to recover its debt, may join an
ongoing proceeding filed by some other bank or financial institution, against its debtor, at any stage of the
proceedings before the final order is passed, by making an application to the DRT.
The Prevention of Money Laundering Act, 2002
The Prevention of Money Laundering Act, 2002 (the “PMLA”) was enacted to prevent money laundering and
to provide for confiscation of property derived from, and involved in, money laundering. In terms of the PMLA,
every financial institution, including an HFC, is required to maintain record of all transactions of a specified
nature and value and verify and maintain the records of the identity of all its clients, in such a manner as may be
prescribed. The PMLA also provides for power of summons, searches and seizures to the authorities under the
PMLA.
The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002
The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (the
“SARFAESI Act”) regulates the securitization and reconstruction of financial assets of banks and financial
institutions. The SARFAESI Act provides for measures in relation to enforcement of security interests and
rights of the secured creditor in case of default.
The RBI has issued guidelines to banks on the process to be followed for sales of financial assets to asset
reconstruction companies. These guidelines provide that a bank or a financial institution may sell financial
assets to an asset reconstruction company provided the asset is a non-performing asset. These assets are to be
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sold on a “without recourse” basis only. A securitization company may, for the purposes of asset reconstruction,
provide for measures such as the proper management of the business of the borrower, by change in, or take over
of, the management of the business of the borrower, the sale or lease of a part or whole of the business of the
borrower and certain other measures.
Additionally, under the provisions of the SARFAESI Act, any securitisation company or reconstruction
company may act as an agent for any bank or financial institution for the purpose of recovering its dues from the
borrower on payment of such fee or charges as may be mutually agreed between the parties.
Companies Act, 2013
The Companies Act, 2013 (the “2013 Act”) has been notified by the Government of India on August 30, 2013
(the “Notification”). Under the Notification, Section 1 of the 2013 Act that dealt with the commencement and
application of the 2013 Act, and amongst others, sets out the types of companies to which the 2013 Act applies
came into effect. Further the Ministry of Corporate Affairs has by its notification dated September 12, 2013
(“September 12 Notification”) notified 98 sections of the 2013 Act to come into force from September 12, 2013.
Additionally, pursuant to a notification dated March 26, 2014, 171 new sections, certain un-notified sub –
sections under the sections notified in the September 12 Notification and 6 schedules were notified that came
into effect from April 1, 2014. The Companies Act, 2013 has 470 sections of which 269 sections are now
notified. The Government of India has reserved for itself the power to notify different provisions of the 2013
Act at different points of time. The 2013 Act seeks to overhaul the Companies Act, 1956 so as to make it more
adaptable to the changing circumstances and make it comprehensive.
Additionally, section 465 (yet to be notified) of the 2013 Act provides for repeals and savings where under
anything done or any action taken or purported to have been done or taken, including any rule, notification,
inspection, order or notice made or issued or any appointment or declaration made or any operation undertaken
or any direction given or any proceeding taken or any penalty, punishment, forfeiture or fine imposed under the
repealed enactments shall, insofar as it is not inconsistent with the provisions of 2013 Act, be deemed to have
been done or taken under the corresponding provisions of the 2013 Act.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The initial disclosure norms for companies accessing the capital market in equity or debt segment are prescribed
in detail in various regulations. Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the Listing Regulations will consolidate and streamline the
provisions of existing listing agreements for different segments of the capital market. The Listing Regulations
have been sub-divided into two parts viz. (a) substantive provisions incorporated in the main body of Listing
Regulations; and (b) procedural requirements in the form of Schedules to the Listing Regulations. The main
features of the SEBI Listing Regulations, include, inter alia (i) principles for providing the periodic disclosures
by listed entities in line with International Organization of Securities Commission and the principles for
corporate governance in line with the principles of Organization for Economic and Co-operation Development;
(ii) obligations for all the listed entities for appointing common compliance officer and filings on electronic
platform; (iii) obligations with respect to specific types of securities; (iv) alignment of related provisions and
providing the same at a common place; (v) aligning the provisions of the SEBI Listing Regulations in line with
those of the Companies Act, 2013; (vi) incorporation of pre-listing requirements in SEBI Debt Regulations and
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009; (vii) responsibility being given to the
Stock Exchanges for monitoring of compliance of the provisions of the SEBI Listing Regulations and to take
action for non-compliance; (viii) prescribing of a shortened version of the Debt Listing Agreement for signing
by the companies who are getting their securities listed on the Stock Exchanges. Existing listed entities will be
required to sign the shortened version within six months of the notification of the regulations. The SEBI Listing
Regulations has been notified on September 2, 2015 by SEBI vide its Notification No.
SEBI/LADNRO/GN/2015-16/013, after following the consultation process. A time period of ninety days was
given for implementing the SEBI Listing Regulations. However, two of the provisions of the Debt Listing
Agreement i.e. (i) pertaining to passing of ordinary resolution instead of special resolution in case of all material
related party transactions subject to related parties abstaining from voting on such resolutions and (ii) re-
classification of promoters as public shareholders under various circumstances, are applicable with immediate
effect. The Company being a debt listed entity will be required to comply with the SEBI Listing Regulations.
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Regulations applicable to Foreign Investment
FEMA and FDI Regulations
Foreign investment in India is governed primarily by the provisions of the FEMA and the rules, regulations and
notifications thereunder, read with the presently applicable consolidated FDI policy, effective from April 1,
2013 as issued by the Department of Industrial Policy and Promotion, (“DIPP”).
The RBI, in exercise of its powers under the FEMA, has notified the Foreign Exchange Management (Transfer
or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended (“FEMA
Regulations”) to prohibit, restrict or regulate, transfer by or issue of security to a person resident outside India.
FDI is permitted, except in certain prohibited sectors, in Indian companies either through the automatic route or
the approval route, depending upon the sector in which FDI is sought to be made. Under the automatic route, no
prior government approval is required for the issue of securities by Indian companies/ acquisition of securities
of Indian companies, subject to the sectoral caps and other prescribed conditions. However, if the foreign
investor has any previous joint venture/ tie-up or a technology transfer/ trademark agreement in the same field in
India, prior approval from the FIPB is required even if that activity falls under the automatic route, except as
otherwise provided. Under the approval route, prior approval from the FIPB or RBI is required. FDI for the
items/ activities that cannot be brought in under the automatic route may be brought in through the approval
route.
FDI is allowed under the automatic route up to 100% in respect of projects relating to electricity generation,
transmission and distribution, other than atomic reactor power plants. There is no limit on the project cost and
the quantum of FDI.
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HISTORY AND CERTAIN CORPORATE MATTERS
Our Company was incorporated as Housing and Urban Development Finance Corporation Private Limited on
April 25, 1970 as a private limited company under the Companies Act, 1956 and was granted a certificate of
incorporation by the then Registrar of Companies, Delhi. Subsequently the name of our Company was changed
to its present name and a fresh certificate of incorporation dated July 9, 1974 was issued by the then Registrar of
Companies, Delhi and Haryana. The corporate identification number of our Company is
U74899DL1970GOI005276. Our Company was notified as a public financial institution under Section 4A of the
Companies Act, 1956 on December 9, 1996.
For details in relation to our business activities and investments, see the section titled “Our Business” on page
Major events
Year Event
1970  Incorporation of our Company
1974  Converted to a public limited company
1977  Introduced rural housing schemes
1980  Introduced the shelter upgradation scheme
1981  Opening of regional offices
1985  Set up HSMI
1988  Introduced financing for village abadi environmental improvement scheme
1994  Started financing the private sector for commercial and housing schemes
1996  Notified as a public financial institution under section 4A of the Companies Act, 1956
1998  Inducted in the GoI’s ‘2 million housing program’
 Started retail financing –Hudco Niwas
2004  Granted the Mini-ratna (category I)
2011  Substantial reduction in net NPAs
 PAT crossed Rs. 500 crore
2012  PAT crossed Rs. 600 crore
 Successfully raised Rs. 5,000 crore through an issue of tax free bonds, as allocated by the CBDT
1.1.1 in its budget allocation for the year 2011-2012, including Rs. 4,684.72 crore raised through a
public issue of tax-free bonds
2013  PAT crossed Rs. 700 crore
 Successfully raised Rs. 2,401.35 crore through public issue of tax free bonds, as allocated by the
CBDT in its budget allocation for the year 2012-2013
2014  Successfully raised Rs. 4,987.12 crore through an issue of tax free bonds, as allocated by the CBDT in
its budget allocation for the year 2013-2014, including Rs. 4,796.32 crore raised through a public issue
of tax-free bonds.
2015  First time in history, cumulative disbursement crosses Rs. 1 Lakh crore.
Awards and recognitions
Our Company has won several awards and recognitions over the years. Few of the major awards and
recognitions are as follows:
 Received ‘UN-Habitat Scroll of Honor’ from the United Nations Human Settlements Program in
1991 for outstanding contributions in the field of human settlements.
 Received the ‘Prime Minister Nations Human Settlements Program in 1991 for outstand’ in 2000
for being among the top ten public sector institutions in performance.
 Received the ‘Prime Minister award for Urban Planning and Design in 2000 for design of
township of Jammu.
 Conferred the ‘Mini-ratna Status’in the year 2004-05 for Category-1 public sector enterprise.
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Our main objects
Our main objects, as contained in clause III (A) of our Memorandum of Association, are:
i. to provide long term finance for construction of houses for residential purposes or finance or undertake
housing and urban development programmes in the country;
ii. to finance or undertake, wholly or partly, the setting up of new or satellite towns;
iii. to subscribe to the debentures and bonds to be issued by the state housing (and or urban development)
boards, improvement trusts, development authorities etc., specifically for the purpose of financing
housing and urban development programmes;
iv. to finance or undertake the setting up of industrial enterprises of building material;
v. to administer the moneys received, from time to time, from the Government of India and other sources
as grants or otherwise for the purposes of financing or undertaking housing and urban development
programmes in the country;
vi. to promote, establish, assist, collaborate and provide consultancy, services for the projects of designing
and planning of works relating to housing and urban development programmes in India and abroad;
and
vii. to undertake business of venture capital fund in housing and urban development sectors facilitating
innovations in these sectors and investing in and/or subscribing to the units/ shares etc. of venture
capital funds promoted by government/ government agencies in the above areas; and
viii. to set up the Company’s own mutual fund for the purpose of housing and urban development
programmes and/ or invest in, and/ or subscribe to the units etc. of mutual funds, promoted by the
government/ government agencies for the above purpose.
The main objects clause and the objects incidental or ancillary to the main objects of our Memorandum of
Association enable us to undertake our existing activities and the activities for which the funds are being raised
through this Issue.
Holding company
Our Company does not have a holding company.
Our Promoter
Our Promoter is the President of India. Our Promoter holds the entire (100%) equity share capital of our
Company, either directly or through nominee shareholders.
Our Joint Ventures
Our Company had entered into four joint venture agreements pursuant to which the following companies have
been incorporated:
1. Shristi Urban Infrastructure Development Limited.

2. Pragati Social Infrastructure and Development Limited.
3. MCM Infrastructure Private Limited.
4. Signa Infrastructure India Limited.
The details of these joint venture agreements are described hereinbelow.
(a) Joint venture agreement dated June 2, 2005 between Shristi Infrastructure Development Corporation
Limited (“Shristi”) and our Company
Shristi and our Company entered into a joint venture agreement to set up a joint venture company by the name
of Shristi Urban Infrastructure Development Limited (“SUIDL”) for, among other things, promoting,
establishing, constructing and acting as a special purpose vehicle for entering into understanding and joint
ventures with various governmental bodies for infrastructural development such as creation, expansion and
modernization of housing, commercial, social and urban development facilities and for development of tourism
and entertainment infrastructure projects in India and abroad.
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As per the terms of the joint venture agreement, our Company and Shristi shall hold 40% and 60% respectively
of the equity share capital of SUIDL. While Shristi shall have the option to sell its shareholding in SUIDL only
after three years from the date of commencement of business of SUIDL, our Company shall have the option to
sell its shareholding in SUIDL at any point of time. However, in case of sale by either party, the shares are to be
first offered to the other existing shareholder of SUIDL.
Further, as per the terms of the joint venture agreement, our Company shall provide consultancy on technical
aspects including designing and drawing for the assignments undertaken by SUIDL. Shristi shall carry the
responsibility of the construction, development and other related work to be carried on by SUIDL. Furthermore,
SUIDL is prohibited from competing with our Company in respect of its existing and proposed activities.
(b) Joint venture agreement dated March 29, 2005 between Pragati Growth & Development Company
Limited (“Pragati”) and our Company
Pragati and our Company entered into a joint venture agreement to set up a joint venture company by the name
of Pragati Social Infrastructure and Development Limited (“PSIDL”) for, among other things, assisting in the
creation, expansion and modernization of infrastructure facilities including infrastructure for senior citizens
residencies, health & education infrastructure, and providing financial assistance to industrial and other
enterprises for infrastructure development.
As per the terms of the joint venture agreement, our Company and Pragati shall hold 26% and 74% respectively
of the equity share capital of PSIDL. Our Company shall have the option to sell its shareholding in PSIDL at
any time within a period of seven years from the date of commencement of the business of PSIDL, provided that
the shares shall be first offered to Pragati.
Further, as per the terms of the joint venture agreement, our Company’s role in PSIDL shall be to provide
consultancy on technical for the assignments undertaken by PSIDL. Pragati shall carry the responsibility of
developing the business and working out strategic tie-ups with other parties.
(c) Joint venture agreement dated December 14, 2005 between MCM Services Private Limited (“MCM”)
and our Company
MCM and our Company entered into a joint venture agreement to set up a joint venture company by the name of
MCM Infrastructure Private Limited (“MCMI”) for, among other things, promoting, establishing, constructing
and acting as a special purpose vehicle for entering into understanding and joint ventures with various
governmental bodies for infrastructural development such as creation, expansion and modernization of housing,
commercial, social and urban development facilities and for development of tourism and entertainment
infrastructure projects in India and abroad.
As per the terms of the joint venture agreement, our Company and MCM shall hold 26% and 74% respectively
of the equity share capital of MCMI. Both the parties shall have the option to sell their respective equity shares
held in MCMI with mutual consent at any time after a period of five years from the date of acquisition of the
equity shares. However, in case of sale by either party, the shares are to be first offered to the other shareholder
of MCMI.
Further, as per the terms of the joint venture agreement, MCM shall carry the responsibility of the construction,
development and other related work to be carried on by MIPL with the assistance and support of our Company.
Furthermore, MIPL is prohibited from competing with our Company in respect of its existing and proposed
activities.
(d) Joint venture agreement dated May 22, 2006 between Marg Constructions Limited (“Marg”) and our
Company
Marg and our Company entered into a joint venture agreement to set up a joint venture company by the name of
Signa Infrastructure India Limited (“SIIL”) for, among other things,promoting, establishing, constructing and
acting as a special purpose vehicle for entering into understanding and joint ventures with various governmental
bodies for infrastructural development such as creation, expansion and modernization of housing, commercial,
social and urban development facilities and for development of tourism and entertainment infrastructure projects
in India and abroad.
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As per the terms of the joint venture agreement, our Company and Marg shall hold 26% and 74% respectively
of the equity share capital of SIIL. Both the parties shall have the option to sell their respective equity shares
held in SIIL with mutual consent at any time after three years from the date of acquiring the equity shares of
SIIL. However, in case of sale by either party, the shares are to be first offered to the other shareholder of SIIL.
Further, as per the terms of the joint venture agreement, Marg shall carry the responsibility of the construction,
development and other related work to be carried on by SIIL and shall also provide technological, financial,
managerial and other expertise to SIIL. Furthermore, SIIL is prohibited from competing with our Company in
respect of its existing and proposed activities.
*However, the Board in its meeting held on April 8, 2015 decided that the possibility to exit out from the
ventures where the Company has equity participation and are not yielding any return or where ventures are non-
functional/ non-viable be examined and accordingly the Board in its meeting held on November 11, 2015
approved exit from all the four (4) Joint Venture companies.
Material Agreements
Memorandum of understanding with Ministry of Housing & Urban Poverty Alleviation, Government of India
(“MoHUPA”)
Our Company enters into an annual memorandum of understanding with the MoHUPA. This memorandum of
understanding is a negotiated agreement between the MoHUPA and our Company and sets out certain targets
based on financial and non-financial parameters (“MoU Targets”). At the end of the year, the performance of
our Company is evaluated vis-à-vis the MoU Targets.
For the Fiscal 2016, the memorandum of understanding with the MoHUPA was signed on March 30, 2015
(“MoU”). As per the MoU, our Company has undertaken to achieve performance levels for Fiscal 2016 on three
parameters namely, static financial parameters, dynamic and non-financial parameters, sector-specific
parameters/ enterprise-specific parameters. With regard to commitments and assistance from the MoHUPA, the
MoU provides for, among other things, helping our Company increase its credit-worthiness and enabling it to
achieve its social objective by providing necessary policy support, helping our Company in mobilising resources
at lower costs and helping our Company in resolving defaults of state governments and state agencies.
Subsidiaries and Associate Companies
Our Company has no Subsidiaries or Associate Companies.
80
OUR MANAGEMENT
Board of Directors
Pursuant to the Articles of Association, our Company is required to have not less than three and not more than
ten Directors. Currently, our Company has five Directors on the Board out of which three are executive
Directors and two are government nominee non-executive Directors.
The following table sets forth details regarding the Board as on date of this Shelf Prospectus.
Name/DIN/Address/ Occupation Age Date of Designation Other Directorships

Appointment
Dr. Ravi Kanth Medithi 55 April 11, 2014 Chairman &  Delhi Mumbai
Managing Industrial Corridor
DIN: 01612905 Director Development
Corporation Limited
Address: Flat No. 235, Asian Games  Banglore Metro Rail
Village Complex, (AGVC), Asiad Corporation Ltd.
Village, New Delhi – 110049 (BMRCL)
Occupation: Service
Mr. Nand Lal Manjoka 57 April 11, 2013 Director Nil
Corporate
DIN: 06560566 Planning
Address: H.No. C-19, Ground Floor,

Jungpura Extension SO, South Delhi,
(Near Sanatan Dharam Mandir) New
Delhi – 110014
Occupation: Service
Mr. Rakesh Kumar Arora 56 October 1, 2015 Director Finance Nil
DIN: 02772248
Address: Pocket-K, Flat No. 39,

Sarita Vihar, New Delhi-110076
Occupation: Service
Mr. Rajiv Ranjan Mishra 54 March 10, 2015 Nominee  Hindustan Prefab
Director Limited
DIN: 06480792
Address: D-1/101, Satya Marg,

Chanakyapuri, New Delhi-110021
Occupation: Service
1.1.2
Ms. Jhanja Tripathy 55 May 3, 2014 Nominee  Hindustan Prefab

Director Limited
DIN: 06859312  Kolkata Metro Rail
Corporation Limited
Address: 5/B, Railway Officers  National Building
Colony, Tilak Bridge, New Delhi- Construction
110001 Corporation
 Mumbai Metro Rail
Occupation: Service Corporation Ltd.
 Nagpur Metro Rail
Corporation Limited
81
None of the current directors of the Company appear on the list of defaulters of the RBI/ ECGC default list.
As per the Articles of Association, the President of India shall appoint the chairman and such other Directors in
consultation with the chairman provided no such consultation is necessary in respect of government
representatives on the board of directors of our Company. The President may, from time to time, appoint a
managing director and other whole-time director/directors on such terms and remuneration (whether by way of
salary or otherwise) as he may think fit. Besides this, there are no arrangements or understanding with major
customers, suppliers or others, pursuant to which any of the Directors were selected as a Director or a member
of the senior management.
Brief Profiles
Dr. Ravi Kanth Medithi, IAS(r), aged 55 years, is the Chairman & Managing Director of our Company. He
holds a degree in M.A. (Economics) and Ph.D. (Agri-Exports) from Andhra University, LL.B from Delhi
University and MBA (Finance) from Melbourne, Australia.Prior to this, he was CMD of Projects &
Development India Limited (PDIL), and as an IAS officer of 1986 batch of Kerala cadre, Dr. M. Ravi Kanth
was Principal Secretary to Government of Kerala and Joint Secretary, Ministry of Power, Government of India,
New Delhi.
Dr. M. Ravi Kanth has served in various positions in Government of India viz. Dy. Chief Executive, Nuclear
Fuel Complex, Dept. of Atomic Energy, Hyderabad, Private Secretary to MOS in Finance & Company Affairs,
MOS (i/c) Labour & Urban Development, Director, APEDA in Ministry of Commerce & Industry, Chairman &
Managing Director, National Handicapped Finance & Development Corporation in Ministry of Social Justice
and Empowerment.
Dr. M. Ravi Kanth held several positions in the State Government of Kerala and also Government of Delhi viz.
District Collector & District Magistrate of Kannur (Cannanore), Managing Director of Cashew Export
Development Corporation, Kollam (Quilon), General Manager, KSCSC and Director of Food & Supplies
Department, Sub Collector & Sub Divisional Magistrate, Tellicherry in Kerala and as Secretary, Delhi
Minorities Commission, Controller of Weights & Measures (Legal Metrology) and Food & Supplies in
Government of Delhi.
Mr. Nand Lal Manjoka, aged 57 years, is the Director (Corporate Planning) of our Company. He is an
Associate Member of The Institute of Engineers, India and also holds a Master’s degree in business
administration and an Executive master’s degree in international business from the Indian Institute of Foreign
Trade, New Delhi. He has been previously associated with the Container Corporation of India as Executive
Director (Planning & Business Development), and has over 22 years of experience in planning and business
development.
Mr. Rakesh Kumar Arora, aged 56 years,is the Director (Finance) of our Company. He is a Fellow Member
of Institute of Chartered Accountants of India (ICAI) and Associate Member of Institute of Companies
Secretaries of India (ICSI). He has been previously associated with the Rural Electrification Corporation
Limited as Executive Director (Finance), and has over 30 years of experience in power sector. He has handled
multiple assignments namely, Resource Mobilization from Domestic and Foreign sources including multilateral
agencies such as JICA and KfW; Treasury Management, Hedging of the foreign currency through mix of
derivative instruments.He has extensive experience in Corporate Accounts, Investor relations, Credit Appraisal
of the projects relating to Generation, Transmission & Distribution, Corporate Social Responsibility and
Corporate Planning. He has also handled works relating to Corporate Taxation, Follow on Public Offering of
REC, disinvestment of GoI stake in REC through offer for sale and also handled additional responsibilities of
Internal Audit and Company Secretary.
Mr. Rajiv Ranjan Mishra, IAS, aged 54 years, is a non-executive, Govt. nominee Director of our Company.
He holds a bachelor degree in mechanical engineering. He has wide experience with various ministries and govt.
departments and previously associated as Principal Secretary to Government, Infrastructure & Investment
Department, Joint Secretary and Ex Officio Mission Director of National Mission for Clean Ganga and
presently holding the post of Joint Secretary (Housing), Ministry of Housing of Housing & Urban poverty
Alleviation, Government of India.
Mrs. Jhanja Tripathy, IRAS, aged 55 years, is a non-executive, Govt. nominee Director of our Company. She
holds degree in Masters in Psychology and Post Graduate Diploma in Industrial Relations & Personnel
82
Management. She has wide experience in finance and administration field and held many senior positions
during her service with Railways/ Government of India and presently holding the post of Joint Secretary &
Financial Advisor), Ministry of Housing & Urban poverty Alleviation, Government of India.
Relationship with other Directors

None of our Directors are related to each other.
Borrowing powers of the Board
Pursuant to a resolution passed by the shareholders of our Company on September 5, 2014, and in accordance
with the provisions of 180(1)(c) of the Companies Act, 2013and rules made thereunder, as amended from time
to time and Articles of Association of our Company, the Board is authorized to borrow sums of money upon
such terms and conditions and for such purposes as the Board may think fit, provided the aggregate
indebtedness of our Company, shall not, at any given time, exceed Rs. 40,000 crore. The aggregate value of the
Bonds offered under this Shelf Prospectus, together with the existing borrowings of our Company, is within the
approved borrowing limits of Rs. 40,000 crore.
The Issue is being made pursuant to the resolution passed by the Board on July 20, 2015.
Interests of our Directors
Except as otherwise stated in the section titled “Annexure A – Financial Statements” of this Shelf Prospectus,
our Company has not entered into any contracts, agreements and arrangements during the two years preceding
the date of this Shelf Prospectus in which the directors are interested directly or indirectly and no payments have
been made to them in respect of such contracts or agreements which are proposed to be made with them.
The Chairman & Managing Director/Director Corporate Planning/Director Finance may be deemed to be
interested to the extent of remuneration payable to him. All our independent Directors may be deemed to be
interested to the extent of fees payable to them for attending meetings of the Board or a committee thereof. Vide
a resolution of our Board dated August 24, 2012, and a letter from the MoHUPA dated January 18, 2013, all our
independent Directors are entitled to sitting fees of Rs. 10,000/- for each Board meeting and Rs. 8,000/- for each
committee meeting of the Board. However, subject to approval of MoHUPA, Board has accorded its approval,
vide its resolution dated November 11, 2014, to the enhancement of sitting fee to Rs. 20, 000/- to Part-time Non
Official (Independent) Directors. All Directors may also be regarded as interested, to the extent they, their
relatives or the entities in which they are interested as directors, members, partners or trustees, are allotted
Bonds pursuant to this Issue, if any.
No Director of our Company has any interest in the appointment of the Debenture Trustee to the Issue. Our
Directors have no interest in any property acquired or proposed to be acquired by the Company in the preceding
two years of filing this Shelf Prospectus with the Designated Stock Exchange nor do they have any interest in
any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with
respect to the Company. No benefit/ interest will accrue to our Promoters/Directors out of the objects of the
issue.
All Directors may be deemed to be interested in the contracts, agreements / arrangements entered into or to be
entered into by us with any company in which they hold directorships or any partnership in which they are a
partner. Directors with an interest in other companies are mentioned in this Shelf Prospectus.
Further, save and except as disclosed in this Shelf Prospectus, no remuneration is payable or paid to the
Directors by our Company.
Except as given below, the Directors and their relatives have not taken any loan from Company.
(Rs. in crore)
Loans & Advances* Type of Loan Outstanding Outstanding as on Outstanding as on
as on 31st 31st March 2014 31st March 2013
March 2015
Mr. Nand Lal Manjoka (Director Vehicle Loan 0.03 0.04 0.00
Corporate Planning)
83
Debenture/ Subordinated Debt holding of the Directors:
Details of the debentures/subordinated debts held in our Company by our Directors, as on December 31, 2015:
Nil
Our Directors have no other interests in our Company.
Qualification shares held by Directors
As per the Articles of Association of our Company, the Directors are not required to hold any qualification
shares in our Company.
Shareholding of Directors
Except for Mr. Rajiv Ranjan Mishra and Ms. Jhanja Tripathy, non-executive government nominee Directors of
our Company, who holds one Equity Share each in our Company as a nominee of the President of India, none of
our Directors holds any Equity Shares in our Company.
Remuneration of the Directors

A. Executive Directors
Name of Director Appointment Details Remuneration
Dr. M. Ravi Kanth The Chairman & Managing Director has The remuneration being drawn by the
Chairman & Managing Director been appointed for a period of five years Chairman & Managing Director is
with effect from the date of assumption of currently based on the Order {No.I-
DOJ in HUDCO- April 11, 2014 charge of the post on or after April 11, 14012/21/2013-H (FTS-9545)} dated
2014, or till the date of his superannuation, February 13, 2014 issued by Ministry of
or until further orders, whichever is the Housing Urban and Poverty Alleviation,
earliest in terms of Order {No.I- GOI.
14012/21/2013-H (FTS-9545)} dated Basic Salary: Rs. 82,400 per month (with
February 13, 2014 issued by Ministry of effect from April 11, 2015 after drawl of
Housing Urban and Poverty Alleviation, annual increment)
GOI Perquisites and allowances: In addition
to the basic salary, he is also entitled to
perquisites and allowances including:
(i) Dearness Allowances at IDA rates
(ii) House Rent Allowance as per the
rates indicated in DPE OM dated
November 26, 2008/ Leased
accommodation.
(iii) Leave Travel Concession as per
HUDCO rules, etc.
Mr. N.L. Manjoka The Director (Corporate Planning) has The remuneration being drawn by the
Director (Corporate Planning) been appointed for a period of five years Director Corporate Planning (DCP) is
with effect from the date of assumption of currently based on the Order {No. A-
DOJ in HUDCO- April 11, 2013 charge of the post, or till the date of his 12026/1/2003-H-II/H (Vol. IV)} dated
superannuation, or until further orders, April 10, 2013 issued by Ministry of
whichever is the earliest in terms of Order Housing Urban and Poverty Alleviation,
{No. A- 12026/1/2003-H-II/H (Vol. IV)} GOI.
dated April 10, 2013 issued by Ministry of
Housing Urban and Poverty Alleviation, Basic Salary: Rs. 79,570 per month (with
GOI. effect from April 11, 2015 after drawl of
annual increment)
Perquisites and allowances: In addition

(i) Dearness Allowances at IDA rates
accommodation.
HUDCO rules, etc.
84
Name of Director Appointment Details Remuneration
Mr. Rakesh Kumar Arora The Director Finance has been appointed The remuneration being drawn by the
Director Finance for a period of five years with effect from Director Finance (DF) is currently based
the date of assumption of charge of the on the Order {No. I- 14012/13/2015-
DOJ in HUDCO October 01, post, or till the date of his superannuation, H(12826)} dated August 25, 2015 issued
2015 or until further orders, whichever is the by Ministry of Housing Urban and Poverty
earliest in terms of Order {No. I- Alleviation, GOI.
14012/13/2015-H(12826) dated August
25, 2015 issued by Ministry of Housing Basic Salary: Rs. 75,000 per month (with
Urban and Poverty Alleviation, GOI. effect from October 1, 2015
Perquisites and allowances: In addition
(i) Dearness Allowancesat IDA rates
accommodation.
HUDCO rules, etc.
B. Non-Executive Directors
The following table sets forth the details of the sitting fees and commission paid to our non-executive Directors
during the year ended March 31, 2015.
(in Rs.)
Name Sitting fee for Sitting fee for committee Total
board meeting meeting
Ms. Jhanja Tripathy Nil Nil Nil
Dr. Sameer Sharma Nil Nil Nil
Mr. Sanjeev Kumar Nil Nil Nil
Mr. Rajiv Ranjan Mishra Nil Nil Nil
Prof. Dinesh Mehta 50,000 1,12,000 1,62,000
Mr. Virender Ganda 20,000 80,000 100,000
Prof. SukhadeoThorat 50,000 72,000 1,22,000
*
Ms Jhanja Tripathy, Dr. Sameer Sharma, Mr. Sanjeev Kumar and Mr. Rajiv Ranjan Mishra, being Government Nominee
Directors, are not entitled to any remuneration or sitting fees from our Company.
Changes in Board during the last three years
S. Name DIN Designation Date of Date of Remarks

No. Appointment Cessation
1. Mr.Nassereddin 00010180 Part time Non August 5, 2010 August 4, Ceased to be a director
Munjee official 2013 as the term of the
Independent directorship has been
Director completed
2. Mr.Veerappa 00850615 Chairman & April 11, 2011 April 10, Ceased to be a director
Parameshwarappa Manging Director 2014 as the term of the
Baligar directorship has been
completed
3. Prof. Dinesh 01957927 Part time Non January 16, 2012 January 15, Ceased to be a director
Bhikhubhai official 2015 as the term of the
Mehta Independent directorship has been
Director completed
4. Mr. Virender 01013057 Part time Non February 9, 2012 February 8, Ceased to be a director
Ganda official 2015 as the term of the
Director completed
5. Dr. Susheel 00040657 Government May 7, 2012 August 30, Ceased to be a director
Kumar Nominee Director 2013 pursuant to the
notification by
MoHUPA, GOI
6. Prof. Sukhadeo 06414412 Part time Non October 10,2012 October Ceased to be a director
Thorat official 9,2015 as the term of the
Director completed
85
S. Name DIN Designation Date of Date of Remarks
No. Appointment Cessation
7. Mr. Naresh 00843812 Government January 2, 2013 May 3, Ceased to be a director
Salecha Nominee Director 2014 pursuant to the
notification by
MoHUPA, GOI
8 Mr. N.L.Manjoka 06560566 Director Corporate April 11, 2013 Continuing Appointment pursuant
Planning to the notification by
MoHUPA, GOI
9. Mr. A.K. Kaushik 06600755 Director Finance May 30, 2013 September Ceased to be a director
30, 2015 on attaining the age of
superannuation/retirem
ent.
10. Mr. Karan Bir 03128133 Government August 30, 2013 December Ceased to be a director
Singh Sidhu Nominee Director 15, 2014 pursuant to the
notification by
MoHUPA, GOI
11. Dr. Ravi Kanth 01612905 Chairman & April 11, 2014 Continuing Appointment pursuant
Medithi Managing Director to the notification by
MoHUPA, GOI
12. Ms. Jhanja 06859312 Government May 3, 2014 Continuing Appointment pursuant
Tripathy Nominee Director to the notification by
MoHUPA, GOI
13. Dr. Sameer 02749958 Government December 15, February Ceased to be a director
Sharma Nominee Director 2014 17, 2015 pursuant to the
notification by
MoHUPA, GOI
14. Mr. Sanjeev 01866640 Government February 17, 2015 March 10, Ceased to be a director
Kumar Nominee Director 2015 pursuant to the
notification by
MoHUPA, GOI
15. Mr. Rajiv Ranjan 06480792 Govt. Nominee March 10, 2015 Continuing Appointment pursuant
Mishra Director to the notification by
MoHUPA, GOI
16. Mr. Rakesh 02772248 Director Finance October 1, 2015 Continuing Appointment pursuant
Kumar Arora to the notification by
MoHUPA, GOI
Corporate Governance
The DPE Corporate Governance Guidelines lay down certain corporate governance norms to be adhered to by
all central public sector enterprises.
The DPE Corporate Governance Guidelines require, among other things, that:
(i) The number of Functional Directors (that is, directors responsible for day to day functioning of the
enterprise) should not exceed 50% of the actual strength of the Board.
(ii) The number of Directors nominated by the Government should not be more than two in number.
(iii) In case of CPSEs listed with the stock exchanges and where the board of directors is headed by an
executive chairman, the number of Independent Directors shall be at least 50% of the total strength of
the board of Directors. In other cases, the number of Independent Directors shall be at least one third of
the total strength of the Board of Directors.
(iv) None of the directors should be members of more than ten committees or act as chairman of more than
five committees across all companies in which they hold directorship.
As on the date of this Shelf Prospectus, our Company, has three Functional Director and two Directors
nominated by the Government. Further, none of our Directors are members of more than ten committees or act
as chairman of more than five committees across all companies in which they hold directorship. Consequently,
as on date of this Shelf Prospectus, is not in compliance with the DPE Corporate Governance Guidelines, since
less than 50% of the composition of its Board of Directors comprises of independent Directors. See the section
titled “Risk Factors –With regard to the composition of our Board, we are currently not in compliance, and
have not been able to comply on certain occasions in the past, with guidelines issued by the Department of
Public Enterprises” on page 20 of this Shelf Prospectus.
86
Committees of the Board of Directors
The Board has constituted/reconstituted various committee(s) of Directors, as per the provisions of the
Companies Act, 2013, DPE guidelines and as per business requirement of the company. The following
committees have been constituted/reconstituted:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Remuneration Committee for Performance Related Pay
D. Stakeholders Relationship Committee
E. Corporate Social Responsibility Committee
F. Committee of Directors to oversee the sustainable development activities including R & D
The details of these committees are as follows:
A. Audit Committee
The audit committee was reconstituted by a meeting of the Board of Directors held on January 4, 2016. The
members of the audit committee are:
i) Ms. Jhanja Tripathy- Chair Person

ii) Mr. Rajiv Ranjan Mishra- Member
iii) Mr. Nand Lal Manjoka- Member
The scope and function of the audit committee is in accordance with Section 177 of the Companies Act, 2013
and the DPE Corporate Governance Guidelines. The terms of reference of the audit committee includes:
a) review of financial reporting systems, review of the quarterly/half yearly/ annual financial performance
statements before submission to the Board, for consideration.
b) review of the internal audit system, internal/statutory audit reports etc. with the management,
c) discussion and reviewing with the Internal Auditors any significant findings on any internal
investigation by the internal auditors into matters of suspected fraud and irregularity.
The powers of the audit committee shall include the power:
a) to investigate any activity within its terms of reference.

b) to seek information on and from any employee.
c) to obtain outside legal or other professional advice, subject to the approval of the Board of Directors.
d) to secure attendance of outsiders with relevant expertise, if it considers necessary.
e) to protect whistle blowers.
B. Nomination and Remuneration Committee*
The Nomination and Remuneration Committee was reconstituted by a meeting of the Board of Directors held on
January 4, 2016. The members of the audit committee are:
i) Mr. Rajiv Ranjan Mishra- Chairman

ii) Smt. Jhanja Tripathy- Member
iii) Mr.Nand Lal Manjoka- Member
The scope of the Nomination and Remuneration Committee are as under:
a) Coverage: ‘Senior Management’ comprising of Senior Executive Directors, being one level below the
Functional Directors and Executive Directors being Functional heads in general.
b) Recruitment for the Post of Executive Directors:
(i) To put up the short listed candidates for the post of Executive Directors to ‘Nomination and
Remuneration Committee’ for its recommendation.
(ii) To hold the selection process for the post of Executive Directors as per Recruitment &
Promotion Rules, 2011 under the chairmanship of Chairman & Managing Director and put up
87
the recommendations of the Selection Committee to ‘Nomination and Remuneration
Committee’.
(iii) To put up the recommendation of ‘Nomination and Remuneration Committee’ in respect of (i)
and (ii) above the Board for approval.
(c) Promotion for the Post of Executive Directors/ Senior Executive Directors:
(i) To move all future proposals for the constitution of Departmental Promotion Committee for
the promotion to the posts of Executive Directors and Senior Executive Directors by Board, as
per the present requirement of Recruitment & Promotion Rules, 2011 through ‘Nomination
and Remuneration Committee’. While doing so, the list of candidates shall also be attached
for perusal of ‘Nomination and Remuneration Committee’, to meet the requirement of their
involvement at the stage of identification of suitable candidates for appointment, which in this
case refers to promotion.
* The Company being a Government Company has been exempted by Government of India’s Notification No. GSR
463(E) dated June 5, 2015 from the requirements of Sub-Section (2), (3) and (4) of Section 178 of the Companies Act,
2013 except with regard to the appointment of “senior management” and “other employees”.
C. Remuneration Committee for Performance Related Pay
The remuneration committee for performance related pay was reconstituted by a meeting of the Board of
Directors held on January 4, 2016. The members of the remuneration committee are:
i) Smt. Jhanja Tripathy- Chairperson

iii) Mr. Rakesh Kumar Arora- Member
The terms of reference of the remuneration committee is to give recommendations/considering the various
aspects of regulating/distributing performance related pay across the organization at various levels and linking it
up with the organizational performance/individual performance/ performance management system.
D. Stakeholders Relationship Committee
The stakeholders relationship committee was reconstituted by a meeting of the Board of Directors held on
January 4, 2016. The members of the remuneration committee are:
i) Smt. Jhanja Tripathy-Chairperson

ii) Mr. Nand Lal Manjoka- Member
The terms of reference of the stakeholders committee is to consider and resolve the grievances of any class of
bondholders, debenture holders, deposit holders, share holders or any other security holders in respect of
securities of any nature issued by the Company, as defined in the Section 178 of the Companies Act, 2013 as
may be amended, from time to time.
E. Corporate Social Responsibility Committee*
The corporate social responsibility committee was reconstituted by a meeting of the Board of Directors held on
January 4, 2016. The members of the corporate social responsibility are:
i) Dr. M. Ravi Kanth-Chairman

The scope and terns of reference of the Corporate Social Responsibity Committee are as under:
a) Formulate and recommend to the Board, a CSR policy which shall indicate the activities to be
undertaken by the Company as specified in Schedule VII to the Companies Act, 2013;
b) Recommend the amount of expenditure to be incurred on the CSR activities;
c) Monitor the CSR Policy of the Company from time to time;
d) To institute a transparent monitoring mechanism for implementation of the CSR projects/ program/
activities undertaken by the Company.
88
F. Committee of Directors to oversee the sustainable development activities including R & D*
The Committee of Directors to oversee the sustainable development activities including R&D was reconstituted
by a meeting of the Board of Directors held on January 4, 2016. The members of the corporate social
responsibility are:
i) Mr. Nand Lal Manjoka –Chairman

The scope and terns of reference of the Committee of Directors to oversee the sustainable development activities
including R&D are as under:
Sustainable development programme of HUDCO focus on the following:
(i) Waste management- There is substantial need for conceptualization as well as implementation of
demonstration projects highlighting the new and innovative method for garbage collection and disposal
including conversion to useful product and recycling. HUDCO shall undertake atleast one
demonstration project in this category every year,
(ii) Water Management- A large number of wet lands in the various cities have been encroached upon or
have been filled by the city garbage. The requirements of qualifier recharging may put severe
restrictions on the future extension of the city. HUDCO shall take one project on the area of water
management every year.
(iii) Energy Management and promotion of renewable energy- There is immense potential in the reduction
of lighting and cooling load by way of replacement with energy efficient appliances and technology
upgradation. HUDCO shall undertake on such project demonstrating the shift towards energy
efficiencies in the buildings and cities each year.
In addition to above Sustainable Development Reporting and Training would be the two important sub-
components.
Research and Development programme of HUDCO focus on the following key areas:
(i) Collaborative research on urban sector through establishment of chairs in national and reputed
research institution.
(ii) Collaborative research in urban sector by way of encouraging scholars in various reputed
educational/fellowship grant.
(iii) Collaborative short term research on urban sector with the reputed agencies.
(iv) Documentation of best practices for wider dissemination.
(v) Best Practices Award.
* The Committee of Directors to oversee the sustainable development activities including R & D is yet to be reconstituted
due to the expiry of the term of Prof. Sukhdeo Thorat as Director of the Company on October 9, 2015 and its chairman and
members are yet to be appointed.
Payment or Benefit to Officers of our Company

No officer or other employee of our Company is entitled to any benefit upon termination (superannuation) of his
employment in our company, other than leave encashment, if any and the statutory benefits such as provident
fund and gratuity, except under the HUDCO medical attendance scheme.
Organization Chart
Our Company’s management organizational structure is set forth below:
89
90
OUR PROMOTER
Our Promoter is the President of India. Our Promoter holds the entire (100%) equity share capital of our
Company, either directly or through nominee shareholders.
Promoter holding in the Company as on the date of this Shelf Prospectus is as under:
S. Name of No. of No. of Equity No. of Percent Total

no. shareholder Equity Shares held in Equity age of shareholding as
Shares dematerialised Shares Equity a percentage of
held form pledged Shares the total
pledged number of
Equity Shares
1. The President of 2,00,18,993 2,00,18,993 Nil Nil 99.99%
India
2. Mr. Rajiv Ranjan 1 1 Nil Nil Negligible
Mishra*
3. Mrs. Jhanja 1 1 Nil Nil Negligible
Tripathy*
4. Mr. R.S. Singh* 1 1 Nil Nil Negligible
5. Mr. T.K. 1 1 Nil Nil Negligible
Majumdar*
6. Ms Archana Mittal * 1 1 Nil Nil Negligible
7. Mr. S.B Sinha* 1 1 Nil Nil Negligible
8. Mr. Angna Ram* 1 1 Nil Nil Negligible
Total 2,00,19,000 2,00,19,000 100.00%
*Holders from serial no. 2 to 8 are Nominee shareholders (including two Govt. nominee directors) on behalf of the
President of India.
Details of Shares allotted to our Promoters during the last three Financial Years
Nil
The proceeds out of the sale of shares of the Company previously held by each of the promoters
N. A.
91
FINANCIAL INDEBTEDNESS
Set forth below is a brief summary of our Company’s outstanding secured borrowings of Rs. 16,487.20 crore
and unsecured borrowings of Rs. 5,239.35 crore, as on December 31, 2015, together with a brief description of
certain significant terms of such financing arrangements.
I Secured borrowings availed by our Company
I.1 Loans
Set forth below is a brief summary of our secured term loan from Bank of India, outstanding against which is
Rs. 69.82crore as on December 31, 2015:
Name Facility Facility Amount Rate of Security Repayment

of granted and (Rs. in outstanding interest (% schedule
lender loan crores) as on p.a.)
documentation December
31, 2015
(Rs. in
crores)
Bank Term loan 150.00 69.82 Interest on the Secured by lien Repayable
of agreement loan to be over certificate of on quarterly
India dated February charged at rate deposit placed basis from
10, 1999 based on YTM under swap December
(in %) for arrangement with 10, 2002 to
maturity of one Bank of India, June 10,
year as Cayman Island 2022
declared by Branch, New York.
FIMMDA and The deposits are co-
to be reset on terminus with the
10th of June loan maturity
every year. schedule of the
Currently, the underlying Asian
rate of interest Development Bank
is 11.14% p.a. loan.
Total 150.00 69.82
I.2 Special priority sector bonds
Set forth below is a brief summary of our outstanding redeemable, special priority sector bonds (“SPS
Bonds”) of face value Rs.5,00,000.00 each, having an outstanding of Rs. 46.50crore, issued by our Company
to Bank of India under series C on private placement basis (as on December 31, 2015). These bonds are listed
on the DSE.
Name Facility Facility Amount Rate of Security Repayment schedule

of granted (Rs. in outstanding interest (%
Truste and loan crores) as on p.a.)
e documenta December
tion 31, 2015
(Rs. in
crores)
UTI Bond 49.50 46.50 G-Sec rate Bonds Repayable in unequal
Bank Series C (as on June secured by half-yearly
Limite 10 every negative lien installments from
d* year) + 350 on assets of December 10, 2015 to
basis points the Company June 10, 2022
Total 49.50 46.50
* Now Axis Bank Limited
92
1.3 Refinance Assistance from National Housing Bank
Our Company has obtained refinance assistance of Rs. 3,450.00 crore under Rural Housing Fund sanctioned
by the NHB. As of December 31, 2015, Rs. 2,585.30 crore is outstanding. The details of the borrowings are
given below:
Facility Total Total Rate of Security Repayment
granted and amount amount interest date and
loan obtained outstanding (% p.a.) schedule
documentati (in Rs. as on
on crores) December
31, 2015
(in Rs.
crores)
Long term 250.00 107.50 6.25% Bank Guarantee to the extent of Repayable in
loan via 250.00 126.50 6.25% 25% of the loan amount and a maximum
memorandum 250.00 148.14 6.75% negative lien on all properties, of 60 equal
of agreement 500.00 333.33 6.75% assets, receivables etc. of quarterly
dated 500.00 370.37 8.00% HUDCO both present and installments
February 5, 555.00 452.20 6.85% future, except those on which starting with
2009 195.00 158.85 7.10% the first exclusive charge is the quarter
created in favour of the trustees succeeding
500.00 461.51 7.35%
to the secured tax free bonds of the one in
229.00 217.24 7.35%
Rs. 12,388.47 issued during FY which the
221.00 209.66 7.35% 2011-12, 2012-13 and 2013-14 refinance
and tax-free bonds issued/ was drawn.
Total 3,450.00 2,585.30 proposed to be issued during FY
2015-16.
1.4 Secured Bonds
Private Placement
Our Company has issued secured, non-convertible, redeemable, non-cumulative tax free Bonds in the nature
of promissory to various categories of investors. The details of the bonds, as on December 31, 2015, are
mentioned below:
Nature Total Date of Amount Interest Tenor/ Repayment date Security

of Bond issue Allotment outstandin rate (% Maturi and schedule
amount g as on p.a.) ty (No.
(Rs. in December of
crores) 31, 2015 Years)
(Rs. in
crores
7.51% 4.77 October 4.77 7.51 10 Bonds will Secured by
tax free 21, 2011 mature 10 years floating first
HBS from the date of pari-passu
2011 allotment and charge on
series A will be repayable present and
(Option- on October 21, future
I)* 2021 receivables of
7.75% 10.81 October 10.81 7.75 15 Bonds will our Company
tax free 21, 2011 mature 15 years to the extent
HBS from the date of of amount
2011 allotment and mobilized
series A will be repayable under the
(Option- on October 21, Issue. Our
II)* 2026 Company
reserves the
right to create
first pari-
passu charge
93
(Rs. in December of
(Rs. in
crores
7.62% 137.66 November 137.66 7.62 10 Bonds will on present and
tax free 11, 2011 mature 10 years future
HBS from the date of receivables for
2011 allotment and its present and
series B will be repayable future
(Option- on November 11, financial
I) * 2021 requirements
7.83% 66.51 November 66.51 7.83 15 Bonds will
tax free 11, 2011 mature 15 years
HBS from the date of
2011 allotment and
series B will be repayable
(Option- on November 11,
II) * 2026
8.09% 47.86 December 47.86 8.09 10 Bonds will
HBS from date of
series allotment and
2011 shall be
series C repayable on
(Option- December 22,
I) * 2021
8.16% 47.67 December 47.67 8.16 15 Bonds will
HBS from date of
2011 allotment and
series C shall be
(Option- repayable on
II) * December 22,
2026
8.56% 190.80 September 190.80 8.56% 15 Bonds will
HBS from date of
2013 allotment and
series A* shall be
repayable on
September 2,
2028
7.19% 151.00 July 31, 151.00 7.19% 10 Bonds will
tax free 2015 mature 10 years
HBS from date of
2015 allotment and
series A* shall be
repayable on July
31, 2025
7.07% 1029.00 October 1, 1029.00 7.07% 10 Bonds will
HBS from date of
2015 allotment and
series B* shall be
repayable on
October 1, 2025
94
(Rs. in December of
(Rs. in
crores
7.00% 108.50 October 9, 108.50 7.00% 10 Bonds will
HBS from date of
2015 allotment and
series C* shall be
repayable on
October 9, 2025
Total 1,794.5 1,794.58
8
*Credit Rating: IRRPL-‘INDAAA’ and CARE-‘CARE AAA’
1.5 Public Issue
Our Company has issued secured, non-convertible, redeemable, non-cumulative tax free HUDCO Bonds
2011, 2012 and 2013 of face value of Rs.1,000.00 to the public. The details of the bonds, as on December 31,
2015, are mentioned below:
Nature of Total Date of Security

Amount Interest Tenor/ Repayment
Bond issue Allotment
outstanding rate (% date and
amount Matur
as on p.a.) schedule
(Rs. in ity
December (No. of
crores)
31, 2015 Years)
(Rs. in
crores)
8.10% 1,836.49 March 5, 1,836.49 8.10% 10 Bonds will Secured by
(Tranche- 2012 mature 10 years floating first
I, (Series- from date of pari-passu
1) allotment and charge on
(Category shall be present and
-I,II)* repayable on future
March 05, 2022 receivables
of our
Company to
8.22% 329.93 March 5, 329.93 8.22% 10 Bonds will the extent of
(Tranche- 2012 mature 10 years amount
I, (Series- from date of mobilized
1) allotment and under the
(Category shall be Issue. Our
-III)* repayable on Company
March 05, 2022 reserves the
right to
create first
8.20% 1,783.34 March 5, 1,783.34 8.20% 15 Bonds will pari-passu
(Tranche- 2012 mature 15 years charge on
I) (Series- from date of present and
2) allotment and future
(Category shall be receivables
-I,II)* repayable on for its
March 05, 2027 present and
future
financial
requirement
s.
95
Nature of Total Date of Amount Interest Tenor/ Repayment Security
Bond issue Allotment outstanding rate (% Matur date and
amount as on p.a.) ity schedule
(Rs. in December (No. of
(Rs. in
crores)
8.35% 734.96 March 5, 734.96 8.35% 15 Bonds will
(Tranche- 2012 mature 15 years
I) (Series- from date of
2) allotment and
(Category shall be
-III)* repayable on
March 05, 2027
7.34% 686.57 February 686.57 7.34% 10 Bonds will
(Tranche- 16, 2013 mature 10 years
I, (Series- from date of
1)- allotment and
(Category shall be
I, II, III)* repayable on
February 16,
2023
I, (Series- from date of
1)- allotment and
(Category shall be
IV) * repayable on
February 16,
2023
2) allotment and
(Category shall be
February 16,
2028.
2) allotment and
(Category shall be
IV)* repayable on
February 16,
2028
7.03% 34.34 March 28, 34.34 7.03% 10 Bonds will
II, from date of
(Series-1) allotment and
(Category shall be
March 28, 2023
7.53% 63.28 March 28, 63.28 7.53% 10 Bonds will
II, from date of
(Category shall be
IV) repayable on
March 28, 2023
96
Nature of Total Date of Amount Interest Tenor/ Repayment Security
Bond issue Allotment outstanding rate (% Matur date and
amount as on p.a.) ity schedule
(Rs. in December (No. of
(Rs. in
crores)
7.19% 23.39 March 28, 23.39 7.19% 15 Bonds will
II) from date of
(Category shall be
March 28, 2028
7.69% 86.01 March 28, 86.01 7.69% 15 Bonds will
II) from date of
(Category shall be
IV)* repayable on
March 28, 2028
8.14% 269.58 October 269.58 8.14% 10 Bonds will
Tax free 25,.2013 mature 10 years
bonds from date of
(Tranche- allotment and
I) (Series- shall be
1A) * repayable on
October 25,
2023
Tax free 25, 2013 mature 15 years
bonds from date of
2A) * repayable on
October 25,
2028
bonds from date of
3A) * repayable on
October 25,
2033
bonds from date of
1B) * repayable on
October 25,
2023
bonds from date of
2B) * repayable on
October 25,
2028
97
Nature of Total Date of Amount Interes Tenor/ Repayment Security
Bond issue Allotment outstandin t rate Maturi date and
amount g as on (% ty (No. schedule
(Rs. in December p.a.) of
(Rs. in
crores)
8.74% Tax 88.85 October 88.85 8.74% 20 Bonds will
free bonds 25, 2013 mature 20 years
(Tranche-I) from date of
(Series-3B) allotment and
* shall be
repayable on
October 25,
2033
8.51% Tax 504.93 January 504.93 8.51% 10 Bonds will
(Tranche-II) from date of
(Series-1A) allotment and
* shall be
repayable on
January 13,
2024
* shall be
repayable on
January 13,
2029
* shall be
repayable on
January 13,
2034
* shall be
repayable on
January 13,
2024
* shall be
repayable on
January 13,
2029
98
Nature of Total Date of Amount Interes Tenor/ Repayment Security
Bond issue Allotment outstandin t rate Maturi date and
amount g as on (% ty (No. schedule
(Rs. in December p.a.) of
crores) 31, Years)
2015(Rs.
in crores)
* shall be
repayable on
January 13,
2034
8.29% Tax 18.37 March 24, 18.37 8.29% 10 Bonds will
free bonds 2014 mature 10 years
(Tranche- from date of
III) (Series- allotment and
1A) * shall be
repayable on
March 24, 2024
2A) * shall be
repayable on
March 24, 2029
3A) * shall be
repayable on
March 24, 2034
1B) * shall be
repayable on
March 24, 2024
2B) * shall be
repayable on
March 24, 2029
3B) * shall be
repayable on
March 24, 2034
Total 11,882.39 11,882.39
*Credit Rating: IRRPL-‘INDAAA’ and CARE-‘CARE AAA’
99
1.6 Loan against Fixed Deposits
Below is a brief summary of the loan against Fixed deposits availed by our Company as on December 31,
2015. The outstanding against which is Rs. 108.61 crore as on December 31, 2015:
Name of the lender Total loan Amount outstanding Rate of Repayment schedule
amount as on December 31, interest
(Rs. crores) 2015 (%)
(Rs. crores)
Syndicate Bank 140.26 108.61 8.00% Repayable by January
1, 2016
Total 108.61
II. Unsecured borrowings availed by our Company
Details of Unsecured Loan Facilities as on December 31, 2015
II.1Bonds
II.1.1Taxable Bonds
Set forth below is a brief summary of the unsecured, non-convertible, redeemable taxable HUDCO bonds of
different face values issued to various classes of investors on private placement basis, each under various
series, of which Rs. 2,808.20 crore is outstanding as on December 31, 2015. All bonds are currently listed on
NSE, unless specified otherwise.
Nature of Total Date of Amount Interest Tenor/ Repayment terms Rating

Bond value Allotme outstanding /coupon Maturi and schedule
of nt , as on rate ty (No.
bonds December (% p.a.) of
(Rs. in 31, 2015 Years)
crores) (Rs. in
crores)
7.30% 34.60 January 34.60 7.30 10 Repayable at the CARE-
taxable 20, 2006 end of 10 years AAA
(XXXVII- from the date of and
A) allotment i.e. ICRA-
January 20, 2016 AAA
with a put/call
option exercisable
at the end of 5
years.
B) allotment i.e. ICRA-
with a put/call
option exercisable
at the end of 7
years.
C) allotment i.e. ICRA-
8.05% 17.60 March 14.70 8.05 10 Repayable at the CARE-
100
(Rs. in 31, 2015 Years)
crores) (Rs. in
crores)
(XXXIX- from the date of and
A) allotment i.e. March ICRA-
29, 2016 with a AAA
put/call option
exercisable at the
end of 5 years.
8.12% 1.90 March 1.90 8.12 10 CARE-
taxable 29, 2006 1.1.3 Repayable AAA
(XXXIX- at the end and
B) of 10 years ICRA-
from the AAA
date of
allotment
i.e. March
29, 2016
with a
put/call
option
exercisable
at the end
of 7 years.
8.35% 160.40 March 29, 160.40 8.35 10 Repayable at the end CARE-
taxable 2006 of 10 years from the AAA and
(XXXIX- date of allotment i.e. ICRA-
C) March 29, 2016 AAA
8.60% 38.20 August 29, 38.20 8.60 10 Repayable at the end CARE-
(Series 1- date of allotment i.e. ICRA-
A) 2006- August 29, 2016 AAA
07 with a put/call option
at the end of 3 years
8.85% 14.50 August 29, 13.50 8.85 10 Repayable at the end CARE-
B) 2006- August 29, 2016 AAA
exercisable at the end
of 5 years.
9.30% 128.80 August 128.80 9.30 10 Repayable at the end CARE-
taxable 29, 2006 of 10 years from the AAA and
D) 2006- August 29, 2016 AAA
07
8.65% 203.00 Novembe 55.00 8.65 10 Repayable at the end CARE-
taxable r 29, 2006 of 10 years from the AAA and
A) 2006- November 29, 2016 AAA
exercisable at the
end of 3 years
taxable r 29, 2006 of 10 years from the AAA and
B) 2006-07 November 29, 2016 AAA
101
(Rs. in 31, 2015 Years)
crores) (Rs. in
crores)
with a put/call option
exercisable at the
end of 5 years
taxable r 29, 2006 of period of 10 years AAA and
(Series 2- from the date of ICRA-
C) 2006- allotment i.e. AAA
07 November 29, 2016
9.40% 253.50 Septembe 253.50 9.40 5 Bonds will mature at CARE-

taxable r 22, 2011 the end of 5 years AAA and
2011 series from the date of IRRPL-
A allotment and will be ‘IND
repayable on AAA’
September 22, 2016
9.75% 413.90 Novemb 413.90 9.75 5 Bonds will mature CARE-
taxable er 18, at the end of 5 years AAA
HBS 2011 2011 from the date of and
series B allotment and shall IRRPL-
be repayable on ‘IND
November 18, 2016 AAA’
8.14% 700.00 May 30, 700.00 8.14 5 Bonds will mature CARE-
taxable 2013- at the end of 5 years AAA
HBS 2013 from the date of and
Series A allotment and shall IRRPL-
be repayable on ‘IND
May 30, 2018 AAA’
Total 2,970.0 2,808.20
0
II.2 Overdraft/Cash Credit facilities from banks*

Below is a brief summary of the cash credit/overdraft facilities availed by our Company as on December 31,
2015. The outstanding against which is NILas on December 31, 2015:
(Rs. crores) 2015 (%)
(Rs. crores)
State Bank of India 500 0.00 9.30 Repayable on demand
Deutsche Bank 200 0.00 9.20 Repayable on demand
Bank of Baroda 1,000 0.00 9.65 Repayable on demand
United Bank of India 700 0.00 9.65 Repayable on demand
UCO Bank 250 0.00 9.70 Repayable on demand
Indian Bank 250 0.00 9.65 Repayable on demand
Allahabad Bank 100 0.00 9.70 Repayable on demand
State Bank of Hyderabad 350 0.00 9.75 Repayable on demand
Union Bank of India 300 0.00 9.65 Repayable on demand
Punjab National Bank 700 0.00 9.60 Repayable on demand
Vijaya Bank 500 0.00 9.65 Repayable on demand
Canara Bank 250 0.00 9.65 Repayable on demand
Oriental Bank of Commerce 100 0.00 9.70 Repayable on demand
Andhra Bank 200 0.00 9.75 Repayable on demand
Bank of India 300 0.00 9.70 Repayable on demand
102
(Rs. crores) 2015 (%)
(Rs. crores)
Jammu & Kashmir Bank 100 0.00 9.50 Repayable on demand
Total 0.00
* As per Basel-II requirements, credit rating of AAA by CARE and IND AAA by IRRPL has been assigned to the aforesaid credit
facilities availed from banks
II.3 Public deposits/Interest bearing cash securities

Below is a brief summary of the public deposits and interest bearing cash securities obtained by our Company
as on December 31, 2015:
Nature Total Amount Average rate Repayment schedule Rating

of amount of outstanding, of interest (%
facility deposits as on p.a.)
December 31,
(Rs. in
2015 (Rs. in
crores)
crores)
1,888.24 1,888.24 9.06% Repayable over a CARE- AAA,
Public
deposits period of one to IRRPL-‘IND
seven years AAA’ and
ICRA- AA+
Total 1,888.24
II.4 Loans in foreign currency
The following is a brief summary of the outstanding foreign currency loans of Rs. 434.75 crore obtained by
our Company as on December 31, 2015:
Name of the lender Facility Facility Amount Rate of Repayment

granted and outstanding, interest (% schedule
loan as on p.a.)
documentation December 31,
2015
The Overseas Long term JPY JPY 3196.623 2.10% p.a. On January 20
Economic facility via loan 8670 million (fixed) semi- and July 20 of
Cooperation Fund, agreement million (Rs. annually each year. Due
Japan (now called dated January 179.41crore) for repayment by
Japan Bank of 25, 1996 January 20, 2023
International
Cooperation)
Asian Development Long term loan USD USD Six month Repayable in
Bank* facility via loan 100 46.5483million USD LIBOR unequal
agreement million (Rs. plus 0.40 % instalment on
dated 255.34crore) p.a. payable December 15th
November 6, semi-annually and June 15th of
1997 every year from
2002 to 2022.
Due for
repayment by
June 15, 2022
* As per the provisions of the loan agreement entered with ADB, HUDCO has agreed that if it creates any lien on any of
its assets as security for any debt, such lien will ipso facto equally and rateably secure the payment of the principal of,
and interest and other charges on the loan and HUDCO in creating or permitting the creation of any such lien, will make
express provisions to that effect.
103
II.5 Loan from US capital markets
Below is a brief summary of the outstanding loan amount of Rs. 108.16 crore of the loan obtained from US
capital markets wherein Riggs Bank N.A. acted as the paying and transfer agency and which is guaranteed by
U.S. Agency for International Development (“USAID”) and counter guaranteed by Canara bank, as on
December 31, 2015:
Loan documentation Facility Amount Rate of Repayment schedule

(USD outstanding, as interest (%
million) on December p.a.)
31, 2015
Paying and transfer 20 USD 15.00 6 month Repayable in 40 equal
agency agreement dated million LIBOR for consecutive semi annual
September 15, 2000 (Rs. 77.64crore) USD + instalments commencing on
between HUDCO and the 0.035% March 15, 2011 and ending on
Riggs Bank N.A. and September 15, 2030
consented to by USAID
Paying and transfer 10 USD 7.00 6 month Repayable in 40 equal
agency agreement dated million LIBOR for consecutive semiannual
September 24, 1999 (Rs. 30.52 USD + 0.18% installments commencing on
between HUDCO and the crore) March 24, 2010 and ending on
Riggs Bank N.A. and September 24, 2029
consented to by USAID
III. Details of Corporate/ Counter Guarantees provided by our Company:
Provided below are details of counter guarantees provided by our Company as on date of this Shelf Prospectus:
Lender in Guarantee documentation Name of the Amount of Validity (The

whose counterparty the guarantee Guarantee is
favour the (Rs. in crore) valid upto)
guarantee
extended
Bank of Deed of counter guarantee Hindustan 0.06 April 21, 2017.
Baroda dated November 2, 2012 Aeronautics
Limited *
Indusind Deed of counter guarantee National Housing 50.00 March, 18 2016.
Bank dated March 15, 2013 Bank **
Bank of Deed of counter guarantee National Housing 137.50 March, 18 2016.
Baroda dated March 19, 2013 Bank ***
Vijaya Bank Deed of Counter guarantee National Housing 125.00 April 7, 2016.
dated April 5, 2013 Bank ****
Axis Bank Deed of Counter guarantee National Housing 125.00 December 15,
dated December 12, 2013 Bank. ***** 2016.
Indusind Deed of Counter guarantee National Housing 125.00 June 1, 2017.
Bank dated May 28, 2014 Bank. ******
Axis Bank Deed of Counter guarantee National Housing 62.50 June 1, 2017.
dated May 28, 2014 Bank. ******
Canara Bank Deed of Counter guarantee National Housing 237.50 December 25,
dated December 23, 2014 Bank. ******* 2017
Total 862.56
*
This counter guarantee was extended against bank guarantee issued in favour of Hindustan Aeronautics Limited as
performance guarantee for design and consultancy services/ contracts for construction of type A, B, C, D quarters and
allied services at Hindustan Aeronautics Limited, Bangalore.
** This counter guarantee was extended against bank guarantee issued in favour of National Housing Bank towards
collateral security in respect of refinance facility of Rs. 250 crore availed under Rural Housing fund.
*** This counter guarantee was extended against bank guarantee issued in favour of National Housing Bank towards
collateral security in respect of refinance facility of Rs. 750 crore availed under Rural Housing fund(in three tranches of
Rs.250 crore each.).
**** This counter guarantee was extended against bank guarantee issued in favour of National Housing Bank towards
collateral security in respect of refinance facility of Rs.500 crore availed under Rural Housing fund.
104
*****This counter guarantee was extended against bank guarantee issued in favour of National Housing Bank towards
****** This counter guarantee was extended against bank guarantee issued in favour of National Housing Bank towards
*******This counter guarantee was extended against bank guarantee issued in favour of National Housing Bank towards
collateral security in respect of refinance facility of Rs.950 crore availed under Rural Housing fund and Urban Housing
Fund.
IV. Details of any outstanding borrowings taken or debt securities issued at a premium or at a
discount, for consideration other than cash, whether in whole or in part since its incorporation.
Except as stated below, as on December 31, 2015, our Company has not issued any debt securities at a
premium or at a discount, since incorporation:
(a) By virtue of a disclosure document dated July 29, 2015 and a resolution of the Resource Committee (sub-
committee of the Board) on July 31, 2015, our Company allotted 1,510 tax free bonds of face value of
Rs. 10,00,000.00, in the nature of secured, redeemable, non-convertible debentures (“2015 (Series-A)
Private Placement Bonds”) on a private placement basis aggregating to Rs. 151.00 crore, each at a
premium fixed through multiple pricing under Book Building Route (i.e. Rs. 120 crore at a premium of
Rs. 0.01 for every Rs. 100, Rs. 30.00 crore at a premium of Rs. 0.03 for every Rs. 100, and Rs. 1.00 crore
at a premium of Rs. 0.04 for every Rs. 100).
(b) By virtue of a disclosure document dated August 30, 2013 and a resolution of the Resource Committee
(sub-committee of the Board) on September 2, 2013, our Company allotted 1,908 tax free bonds of face
value of Rs. 10,00,000, in the nature of secured, redeemable, non-convertible debentures (“2013 Private
Placement Bonds”) on a private placement basis aggregating to Rs. 190.80 crore, each at a premium of
Rs. 0.02 for every Rs. 100, i.e., at a premium of Rs. 200 per 2013 Private Placement Bond.
(c) By virtue of a disclosure document dated September 30, 2015 and a resolution of the Resource
Committee (sub-committee of the Board) on October 1, 2015, our Company allotted 1,0290 tax free
bonds of face value of Rs. 10,00,000, in the nature of secured, redeemable, non-convertible debentures
(“2015 (Series-B) Private Placement Bonds”) on a private placement basis aggregating to Rs. 1,029
crore, each at a premium fixed through multiple pricing under Book Building Route (i.e. Rs. 166 crore at
a premium of Rs. 0.01 for every Rs. 100, Rs. 371 crore at a premium of Rs. 0.02 for every Rs. 100, Rs.
10.00 crore at a premium of Rs. 0.03 for every Rs. 100, and Rs. 482.00 crore at a premium of Rs. 0.05 for
every Rs. 100).
(d) By virtue of a disclosure document dated October 7, 2015 and a resolution of the Resource Committee
(sub-committee of the Board) on October 9, 2015, our Company allotted 1,085 tax free bonds of face
value of Rs. 10,00,000, in the nature of secured, redeemable, non-convertible debentures (“2015 (Series-
C) Private Placement Bonds”) on a private placement basis aggregating to Rs. 108.50 crore, each at a
premium of Rs. 0.01 for every Rs. 100, i.e., at a premium of Rs. 100 per 2015 Private Placement Bond
fixed through multiple pricing under Book Building.
(e) Commercial Papers:
Nature of No. of Total Date of Discount Amount Redemption terms

paper (in the units value allotment per CP outstanding as
nature of (Rs. in (Rs.) on December
usance crores) 31, 2015
promissory (Rs. crores)
note)
8.25% CP 6,000 300.00 June 7, 6,690.00 0.00* Repayable at the end
Series A 2013 2013 60 days from the date
of allotment i.e.
August 6, 2013.*
7.60% CP 2,000 100.00 July 12, 6,169.50 0.00* Repayable at the end
Series B 2013 2013 60 days from the date
of allotment i.e.
September 10, 2013.*
105
Nature of No. of Total Date of Discount Amount Redemption terms
paper (in the units value allotment per CP outstanding as
nature of (Rs. in (Rs.) on December
usance crores) 31, 2015
promissory (Rs. crores)
note)
of allotment i.e. on
September 25, 2013.*
8.64% CP 8,000 400.00 November, 5,617.50 0.00* Repayable at the end
Series C 2013 12. 2013 48 days from the date
December 30, 2013.*
8.79% CP 10,000 500.00 April 11, 5,831.50 0.00* Repayable at the end
Series A 2014 2014 49 days from the date
May 30, 2014.
August 28, 2014.
8.53% CP 12,000 600.00 October 8, 5,889.00 0.00* Repayable at the end
Series C 2014 2014 51 days from the date
November 28, 2014.
8.42% CP 9,000 450.00 October 3,550.00 0.00* Repayable at the end
Series D 2014 28, 2014 31 days from the date
November 28, 2014.
8.12% CP 9,000 450.00 February 1,994.00 0.00* Repayable at the end
Series E 2014 9, 2015 18 days from the dated
February 27, 2015
8.05% CP 20,000 1,000.00 April 13, 5,021.50 0.00* Repayable at the end
Series A 2015 2015 46 days from the dated
May 29, 2015
Series B 2015 2015 60 days from the dated
June 16, 2015
Series C 2015 2015 60 days from the dated
June 22, 2015
7.95% CP 22,000 1,100.00 June 22, 6,450.00 0.00* Repayable at the end
Series D 2015 2015 60 days from the dated
August 21, 2015
7.15% CP 6,000 300.00 November 2,048.50 0.00* Repayable at the end
Series E 2015 6, 2015 21 days from the dated
November 27, 2015
* As on date, these commercial papers have been repaid by our Company
V. Details of debt securities issued by our Company in pursuance of an option
Provided below are brief details of debt securities issued by our Company in pursuance of an option which are
outstanding as on date:
106
S No. Instrument Date of Issue Option Date of
type issue size provided redemption
(Rs.
crores)
NIL
VI. Details of commercial paper (in the nature of Usance promissory notes) issued by our Company
during FY 2015-16
Nature of paper Total value Date of Amount Interest/ Redemption terms

(Rs. crores) allotment outstanding as yield
on December rate (%
31, 2015 p.a.)
(Rs. crores)
8.05% CP Series 1,000.00 April 13, 0.00* 8.05 Repayable at the end 46
A 2015 2015 days from the dated of
allotment i.e. on May 29,
2015
8.07% CP Series 500.00 April 17, 0.00* 8.07 Repayable at the end 46
B 2015 2015 days from the dated of
allotment i.e. on June 16,
2015
8.20% CP Series 500.00 April 23, 0.00* 8.20
Repayable at the end 46
C 2015 2015
days from the dated of
allotment i.e. on June 22,
2015
7.95% CP Series 1,100.00 June 22, 0.00* 7.95 Repayable at the end 60
D 2015 2015 days from the dated of
allotment i.e. on August
21, 2015
7.15% CP Series 300.00 November 0.00* 7.15% Repayable at the end 21
E 2015 6, 2015 . days from the dated of
allotment i.e. on November
27, 2015
*
As on date, these commercial papers have been repaid by our Company.
VII. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY

CONVERTIBLE BONDS (“FCCBs”), OPTIONALLY CONVERTIBLE BONDS/
DEBENTURES/ PREFERENCE SHARES)
The Issuer has not issued any hybrid debt like foreign currency convertible bonds (“FCCBS”), optionally
convertible bonds/ debentures/ preference shares)
VIII. Top Ten Lenders of Term Loan (as on December 31,2015)*
S.No. Name of Party Rs. in crore

1 National Housing Bank 2,585.30
2 Bank of India (KM) 69.82
* Top 10 Term loan lenders have been shown on a cumulative basis of all outstanding term loans
107
IX. Top Ten Bondholders (as on December 31, 2015)*
S.No. Name of Party Rs. in Crore

1 CBT EPF-05-C-DM 740.80
2 Hindustan Zinc Limited 535.00
3 Punjab National Bank 249.40
4 BSE Limited 241.94
5 Union Bank Of India 200.00
6 ITC Limited 200.00
7 Indiabulls Housing Finance Limited 200.00
8 Postal Life Insurance Fund A/C Sbifmpl 180.00
9 The New India Assurance Company Limited 150.00
10 Axis Bank Limited 142.84
* Top 10 holder’s of bonds have been shown on a cumulative basis of all outstanding bonds.
X. As on the date of this Shelf Prospectus, our Company has not made any default/s and/ or delay in
payments of interest and principal of any kind of term loans, debt securities and other financial
indebtedness including corporate guarantees issued by HUDCO, in the past 5 years:
Restrictive Covenants: Our Company shall not without the prior written permission of the trustees:
a. Radically change its accounting system

b. Change its Memorandum and Articles of Association affecting the rights of the bondholders.
c. Effect any scheme for amalgamation merger or reconstruction.
d. Utilize any portion of the amounts raised by the bonds for purposes other than those for which the same
are issued.
XI. Matters relating to terms and conditions of the term loans including re-scheduling, prepayment,
penalty, default.
1. NHB Refinance
Facility Total amount Total amount Term and Conditions

granted and obtained outstanding as on
loan (in Rs. crores) December 31, 2015
documentation (in Rs. crores)
Long term loan 250.00 107.50  Rechudulement: NIL
via 250.00 126.50  Penalty: NIL
memorandum 250.00 148.14  Default: NIL
of agreement 500.00 333.33  Prepayment: The Company
dated February 500.00 370.37 availing the refinance assistance
5, 2009 555.00 452.20 from National Housing Bank, may
195.00 158.85 repay the whole or any part of the
500.00 461.51 amount earlier than the due date by
229.00 217.24 giving two months notice in
221.00 209.66 writing to National Housing Bank
of its intention to effect such
repayment before the due date.
108
2. Loan Agreement dated November 6, 1997 between Asian Development Bank and Housing and Urban
Development Corporation Limited:
Facility granted and Facility Total amount Term and Conditions

loan documentation (in Rs. outstanding as on
crores) December 31, 2015
(in Rs. crores)
Long term loan via USD 100 USD 46.5483 million  Reschedulement: NIL
memorandum of million
(Rs. 255.34crore)  Penalty: NIL
agreement dated
February 5, 2009  Default: NIL
 Prepayment: (a) If interest is payable at
the Floating Interest Rate in respect of
amounts withdrawn from the Loan
Account, the Borrower may, upon at least
30 Banking Days prior written notice of
its intention to prepay and upon payment
of (i) all accrued interest on the principal
amount of the Loan to be prepaid and (ii)
a prepayment fee equal to 0.125 percent
of the principal amount of the Loan to be
prepaid, prepay, on any Interest Payment
Date, all or a part of the principal amount
of the Loan withdrawn and then
outstanding; provided that, in the case of
partial prepayment, such prepayment shall
be (i) applied to prepay the outstanding
repayment instalments of the Loan in
inverse order of maturity and (ii) in an
amount equal to one or more of the
outstanding repayment instalments. The
Borrower’s notice of intention to prepay
shall be irrevocable unless it is withdrawn
by facsimile or telex notice to be Bank no
later than 10 Banking Days prior to the
proposed prepayment date.
(b) If interest is payable at one or more
Fixed Payment Rates, Reset Fixed
Interest Rates, Optional Fixed Interest
Rates (or at the Consolidated Fixed
Interest Rate, if applicable) or optional
Floating Interest Rate in respect of
amounts withdrawn from the Loan
Account, the Borrower may, upon atleast
30 Banking Days prior written notice of
its intention to prepay and upon payment
of (i) all accrued interest on the principal
amount of the Loan to be prepaid, (ii) a
prepayment fee equal to 0.125 percent of
the principal amount of the Loan to be
prepaid, and (iii) such charges (the
Prepayment Charge) as is determined by
the Bank in its sole discretion in
accordance with paragraph (c) of this
section to be the Bank’s redeployment
cost, if any, prepay on any Interest
Payment Date all or a part of the
principal amount of the Loan withdrawn
109
(in Rs. crores)
and then outstanding; provided that, in
the case of partial prepayment, such
prepayment shall be(i) applied to prepay
the outstanding repayment instalments of
the Loan in inverse order of maturity and
(ii) in an amount equal to one or more of
the outstanding repayment instalments
but no less than $2,000,000 in the
aggregate. The Bank shall advise the
Borrower of the estimated Prepayment
Charge, if any, at least 15 Banking Days
prior to the prepayment date. The
Borrower shall confirm its intention to
prepay by facsimile or telex notice to the
Bank at least 10 Banking Days prior to
the prepayment date, whereupon such
confirmation shall become irrevocable.
If such confirmation is not received
within the specified period, the
Borrower’s notice to prepay shall be
deemed withdrawn. The Bank shall
notify the Borrower by facsimile or telex
of the actual Prepayment Charge, if any,
at least five Banking Days prior to the
prepayment date.
(c) The Prepayment Charge payable upon

any prepayment in accordance with
paragraph (b) of this Section, other than
prepayments of amounts payable at an
Optional Floating Interest Rate, shall be
the amount equal to the Income Stream
Differential, discounted back to the
prepayment date from each of the
relevant Interest Payment Dates at a
discount rate equal to the Swap Rate as of
the date seven Banking Days prior to
such repayment date. For the purpose of
this paragraph, “Income Stream
Differential” mean (i) interest payments
that could have been due on the principal
amount of the Loan to be prepaid for the
remaining term of the Loan, assuming
that no prepayment had taken place that
the schedule of principal payments had
been adhered to and that all payments
had been made on their respective due
dates less (ii) the interest payments that
would have been due on the principal
amount of the Loan to be prepaid for the
remaining term of the Loan if interest had
been calculated at a rate equal to the sum
110
(in Rs. crores)
of (A) the Swap Rate as of a date seven
Banking Days prior to the prepayment
date plus (B) the margin included in the
interest rate(s) the applicable to such
principal amount, assuming that no
prepayment had taken place, that the
schedule of principal payments had been
adhered to and that all payments had
been made on their respective due dates.
(d) The Prepayment Charge payable upon

any prepayment in accordance with
Section 2.11(b), in respect of amounts
payable at an Optional Floating Interest
Rate, shall equal the interest payments
that would have been due on that portion
of the principal amount of the Loan
payable at the rate equal to the Swap Rate
Differential to be paid for the remaining
term of the Loan, discounted back to the
prepayment date from each of the
relevant Interest Payment Dates at a rate
equal to the Swap Rate as of the date
seven Banking Days prior to such
prepayment date, and assuming that no
prepayment had taken place, that the
schedule of principal payments for that
portion of the principal amount of the
Loan payable at an Optional Floating
Interest Rate had been adhered to and all
payments had been on their respective
due dates.
(e) Any amount prepaid pursuant to this

Section may not be reborrowed under
this Loan Agreement.
3. Paying and Transfer Agency Agreements executed between HUDCO and the Riggs Bank N.A. and
consented to by USAID:
Loan Facility Amount Terms and Conditions

documentation (USD outstanding, as
million) on December 31,
2015
Paying and transfer 20 USD 15.00  Reschedulement: NIL
agency agreement million  Penalty: NIL
dated September (Rs. 77.64crore)  Default: NIL
15, 2000 between  Prepayment:
HUDCO and the (a) pursuant to the paragraph 10 and 12
Riggs Bank N.A. of the Notes, the Notes are subject to
and consented to prepayment in whole or in part on or
by USAID
111
2015
Paying and transfer 10 USD 7.00 million after September 15, 2010, and pursuant
agency agreement (Rs. 30.52 crore) to paragraph 11 and 12 of the Notes, the
dated September Notes are subject to prepayment in whole
24, 1999 between or in part at any time at the discretion of
HUDCO and the USAID. Unless such notices is waived
Riggs Bank N.A. by the Paying Agent, the Paying Agent
and consented to shall receive written notice of
by USAID prepayment no earlier than the 60th day
and no later than the 5th Business Day
prior to the 30th day prior to any date on
which the Notes are to be prepaid, of the
exact amount of principal to be paid on
such date: (i) from the Borrower after
receipt by the Borrower of the written
consent of USAID if an election is made
by the Borrower to prepay the Notes
pursuant to paragraph 11 of the Notes or
(ii) from USAID if USAID requires from
the Borrower to prepay the Notes
pursuant to paragraph 12 of the Notes.
Prior to the giving of any notice by
USAID to Paying Agent pursuant to
clause (ii) of the preceding sentence,
USAID shall have (x) notified the
Borrower in writing of the material
breach of either of the Program
Agreement, (y) allowed the Borrower a
period (the “Cured Priod”) specified in
its notification of such breach (but in no
less than 30 days) to rectify such breach
and (z) upon the expiration of such Cure
Period and the failure of the Borrower to
rectify such breach, notified the
Borrower in writing of its determination
to require a prepayment of the Notes
pursuant to paragraph 12 of the Notes,
such notice to specify the amount of
prepayment.
(b) The Paying Agent shall provide each

registered Noteholder of Notes to be
prepaid, at least 30 but not more than 60
calendar days prior to the date of
prepayment, with written notice in
substantially the form set forth in
Attachment 3 hereto specifying the
principal amount of Notes to be prepaid,
the date for such prepayment, the price at
which the Notes are to be prepaid and, in
the case of partial prepayment, the
aggregate principal amount of the Notes
outstanding and the portion of each
outstanding Note to be prepaid. For
purposes of this Agreement and the
Notes, the date for any prepayment shall
be deemed to be a “Payment Date” and
112
2015
the date on which notice of prepayment
is given to the Noteholders shall be
deemed to be the “Record Date” for such
Payment Date. Notwithstanding anything
to the contrary contained herein, in the
event that any such written notice of
prepayment is given to Noteholders, the
failure of USAID to have given its
consent shall not affect the right of the
registered Holder hereof to prepayment
by the Borrower as set forth in such
notice.
(c) If less than the entire unpaid principal

amount of all the Notes outstanding is to
be prepaid, the Paying Agent shall
allocate the amount to be applied to the
prepayment of Notes on a pro rata basis
as to all the Notes outstanding. The
method of payment of the Noteholdings
in connection with any prepayment shall
be the same as that followed by regular
payments under this Agreement.
XII. Borrowing powers of the Board
Pursuant to a Special resolution passed by the shareholders of our Company in EGM dated September 5,
2015, and in accordance with the provisions of the Companies Act, 2013, the Board is authorized to borrow
sums of money upon such terms and conditions and for such purposes as the Board may think fit, provided the
aggregate indebtedness of our Company, shall not, at any given time, exceed Rs. 40,000.00crore.
The Issue is being made pursuant to the resolutions passed by the Board on July 20, 2015.
XIII. Brief Note on Public Offers
(a) Our Company came out with the Public issue of Long Term Tax-free Bonds (Three tranches) during the
financial year 2013-14, of face value of Rs. 1,000 each, in the nature of secured, redeemable, non-
convertible debentures, having benefits under section 10(15)(iv)(h) of the Income tax Act for 10 years, 15
years and 20 years wherein an amount of Rs. 4,796.32 crore was mobilized in three tranches.
(b) Our Company came out with the Public issue of Long Term Tax-free Bonds (Two tranches) during the
financial year 2012-13, of face value of Rs. 1,000 each, in the nature of secured, redeemable, non-
convertible debentures, having benefits under section 10(15)(iv)(h) of the Income tax Act for 10 years
and 15 years wherein an amount of Rs. 2,401.3526 crore was mobilized in two tranches.
(c) Our Company came out with the Public issue of Long Term Tax-free Bonds during the financial year
2011-12, of face value of Rs. 1,000 each, in the nature of secured, redeemable, non-convertible
debentures, having benefits under section 10(15)(iv)(h) of the Income tax Act for 10 years and 15 years
wherein an amount of Rs. 4,684.72 crore was mobilized.
113
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
As on date of this Shelf Prospectus, there are no defaults or non-payment of statutory dues including
institutional/ bank dues and dues payable to holders of any debentures, bonds and fixed deposits that would
have a material adverse effect on our business other than unclaimed liabilities against our Company. Except as
described below, there are no outstanding litigations against our Company that may have an adverse effect on
our business.
Save and except as disclosed herein below, there are no pending proceedings/litigations pertaining to:
 matters likely to affect operation and finances of our Company including disputed tax liabilities of any
nature;
 litigation involving our Company, our Director or any other person, whose outcome could have material
adverse effect on the position of our Company;
 proceedings initiated against our Company for economic offences;
 matters pertaining to default and non-payment of statutory dues;
 matters pertaining to any material frauds committed against our Company in the last 5 (five) financial
years; and
 Any inquiry, inspections or investigations initiated or conducted under the Companies Act 2013 or any
previous companies’ law in the last 5 (five) years in the case of our Company.
Save and except as disclosed herein below:
 No other prosecutions were filed under the Companies Act 2013 or any previous companies’ law in the last
5 (five) years in the case of our Company;
 No other fines were imposed under the Companies Act 2013 or any previous companies’ law in the last 5
(five) years in the case of our Company; and
 No other compounding of offences was done in the last 5 (five) years under the Companies Act 2013 or any
previous companies’ law in the last 5 (five) years in the case of our Company.
Further, save and except as disclosed herein there are no matters likely to affect operation and finances of our
Company including disputed tax liabilities of any nature and there are no such litigation whose outcome could
have material adverse effect on our position and involves our Company, our Directors, our group companies.
Further from time to time, we have been and continue to be involved in legal proceedings filed by and against
us, arising in the ordinary course of our business. These legal proceedings are both in the nature of civil and
criminal proceedings.
The term “material” as used herein means:
i. Any Legal Proceeding which may have any impact on the current or future revenues of the Company,
whether individually or in aggregate, where the aggregate amount involved in such proceedings
approximately exceeds Rs. 34.00 crore and above (after taking into consideration the provisioning
made by the Company in its books in respect of such matters); and/or
ii. Where such Legal Proceedings individually or in the aggregate is likely to disrupt and/or materially
adversely impact the operations and/or profitability of the Company.
Applying the aforementioned parameters, in the view of our Company, all pending proceedings whether civil,
arbitral, tax related litigations, or otherwise, of value more than Rs. 34.00 Crore (after taking into
consideration the provisioning made by the Company in its books in respect of such matters) are
material/potentially material to the Company.
A. Criminal proceedings against our Company
1. M/s. Blue Heavens Agro Industries Limited (“Blue Heavens”)has filed a complaint (No. 39(C)/2010)
against M/s. Friendly Estate and Essentials Private Limited (“Friendly”) and other including, one of
our regional managers, before the CJM, Patna alleging that one of our regional managers had conspired
to sanction a loan to Friendly in violation of the terms of the development agreement entered into
between Blue Heavens and the land owners of the building over which development was undertaken.
The CJM, Patna has taken cognizance of the complaint under sections 420, 467, 471 read with 120B of
the IPC. In the meantime M/s. Friendly Estate had filed a petition u/s 205 of the Cr. PC seeking
exemption from personal appearance, however the same was not allowed by the Hon’ble Court.
114
Against the said order M/s. Friendly Estate had filed a revision petition before ADJ Patna (the
Company is not a party to the said revision), which is pending for disposal. Accordingly, the trial is not
proceeding as records are called in revision petition. The matter is currently pending.
2. The Union of India, through the Labour Enforcement Officer (Central) has filed a complaint (No.
1342-C/2010) against our Company and certain officials before the CJM, Patna alleging non-
compliance of the provisions of the Contract Labour (Regulation & Abolition) Act, 1970 including
failure to register the establishment with the appropriate government. Our Company had challenged the
lower Court’s order by way of Quashing Petition before Hon’ble High Court of Patna the case No.
being Cri. Misc. 24300/2012. The Hon’ble High Court of Patna thereby allowing the case in favour of
our Company, has been pleased to quash the order of cognizance against Mr. RK Safaya (the then ED)
& Mr. Arun Kumar, (the then RC, Patna) on 01.05.2015. Hon’ble High Court’s order has
beencommunicated to the lower Court, the matter (bearing No. 1342-C/2010) shall automatically be
dropped. The Complaint is yet to be disposed of.
3. M/s. Goswami Developers Private Limited has filed a complaint (No. 1473-C/2009) against our
Company and certain of its employees before the CJM, Patna alleging among other things, criminal
breach of trust and cheating in relation to non disbursal of a part of the loan sanctioned to it by our
Company. The CJM, Patna has taken cognizance of the complaint under sections 406, 420 and 120B of
the IPC. Our Company and its officials have filed a petition under section 482 of the CrPC before the
High Court of Patna for quashing the order of the CJM, Patna taking cognizance of the complaint. The
High Court of Patna has granted an interim stay on the order of the CJM, Patna taking cognizance. Our
Company has argued for closure of evidence of the Complainant as Complainants has failed to provide
evidence dispite many dates and simultaneously discharge of the accused. The request for closure of
evidence was allowed by the Hon’ble Court, aggrieved by the said order of closure of evidence,
complainant had filed a recalled petition u/s 245 of Cr.PC. The said petition together with the
Company’s petition for discharge of accused is pending for adjudication. The matter is currently
pending.
B. Other material litigations involving our Company
Our Company, in the ordinary course of its business, is involved in legal proceedings including civil, arbitration,
tax and labour matters. Material litigation involving our Company which may adversely affect our business,
(wherever quantifiable, involving an amount greater than Rs. 34.00 crore which is less than 1% of the total
revenue of our Company for the Fiscal 2015 and 1% of the net worth of our Company as on March 31, 2015)
are disclosed below.
Arbitration, writ and other matters of civil nature
1. Our Company has filed a contempt petition (No. 224 of 2008) against the Municipal Corporation of
Delhi (“MCD”) before the Supreme Court of India, which was finally heard and hon’ble Supreme
Court dismissed the Contempt petition vide its order dated March 31, 2014 stating therein that HUDCO
is at liberty to pursue its remedy if the same is available under law. The court has also observed that in
view of the pendency of the above proceedings in the Supreme Court till the date of order, while
considering limitation, the same may be taken note of at that time. HUDCO after obtaining legal
opinion and approval of the Competent authority, has filed Execution petition in Delhi High Court for
recovery of an amount of Rs. 37,82,58,124/- as on May 31, 2014. The matter was listed on July 23,
2014, after hearing the submissions of HUDCO, the Hon’ble High Court has issued notice to SDMC
and also directed SDMC to file affidavit regarding its bank accounts, immovable properties etc. The
matter is now listed on February 22, 2016for further proceedings.
2. MS Shoes East Limited (“MSSEL”) filed a case (No. 2/1997) against our Company before the
Additional District Judge, Delhi challenging the cancellation of the allotment of 9 blocks of guest
houses, restaurants, kitchens and shops to MSSEL by our Company and praying for recovery of
possession of the aforementioned properties. The case was subsequently transferred to the High Court
of Delhi pursuant to its order dated December 17, 2003 and consequently renumbered as No.
1551/2005. Our Company has filed an application dated December 10, 2008 for rejection of plaint. The
matter was referred for mediation by the High Court of Delhi vide order dated November 8, 2012
however Ministry has called off the mediation and the case has beenreferred back to High Court of
Delhi for further proceedings. The matter is currently pending for admission/denial of documents.
115
3. MSSEL has filed a suit (No. 1 of 1997) against our Company before the Senior Civil Judge, New Delhi
(“SCJ”) challenging the cancellation of allotment of a hotel plot to MSSEL by our Company. The SCJ
pursuant to its order dated July 3, 2010 has invalidated the cancellation of the hotel plot by our
Company. Our Company has filed an appeal dated August 14, 2010 before the District Judge, New
Delhi. Subsequently, the Additional District Judge, New Delhi after hearing the submissions has
dismissed the appeal of HUDCO vide its order dated July 18, 2014. HUDCO has filed the Second
appeal No.362/ 2014 in the High Court challenging the order dated July 18, 2014. The matter is
currently pending.
4. The Centre for Public Interest Litigation (“CPIL”) has filed a writ petition (No. 573 of 2003) against
our Company and others before the Supreme Court of India alleging among other things, arbitrary use
of power in the sanctioning of loans amounting to Rs. 14,500.00 crore, release of Rs. 8,500.00 crore,
subscription in privately placed debentures of Rs.1,250.00 crore and write off of Rs. 550.00 crore in
financial year 2002-03. CPIL prayed for an investigation by an independent investigative agency into
the affairs of our Company, among other reliefs. Pursuant to the above, the Central Vigilance
Commission (“CVC”) conducted a vigilance audit, enquiry and submitted a report dated March 27,
2006 reporting irregularities in certain lending decisions of our Company. Our Company has filed
objections dated September 20, 2006 against the report of the CVC before the Supreme Court. The writ
petition is currently pending in Hon’ble Supreme court.
5. The International Human Rights Association has filed a writ petition (No. 8254 of 2010) in Patna high
court against the Union of India, our Company and others alleging irregularities in the award of a
contract to Samadhan Sewa Samiti, a non-governmental organisation for the construction of toilets for
the urban poor and in the rural areas under the Integrated Low Cost Sanitation Scheme, a project
appraised by our Company. The matter is currently pending.
6. M/s North Eastern India Trust for Education and Development, the petitioners in the case, has filed a
contempt case (C) (SH) No. 26 of 2012 in writ petition (C) (SH) 371 of 2011 before of Hon’ble High
Court of Guwahati against Mr. V.P.Baligar, in his capacity as the then Chairman and Managing
Director of our Company and Ms. Nalini Hazarika, in her capacity as the then Regional Chief of our
Company’s Guwahati regional office, for alleged non compliance of the order dated April 27, 2012 of
the Gauhati high court for one time settlement with the petitioners. The Court has issued a notice dated
September 24, 2012 [CC(C)(SH)No.26/2012/1400-1401] seeking reasonable cause for not initiating
proceedings under the Contempt of Court Act, 1971. The Orders of Hon’ble High Court of Guwahati
were challenged by our Company through Special Leave Petition (C) No. 17380 – 17381/ 2014 in the
Hon’ble Supreme Court of India and both the Orders of the Hon’ble High Court of Guwahati are stayed
vide Order dated August 19, 2014. Pursuant to the Order dated August 19, 2014 of the Apex Court, the
hon’ble High Court of Guwahati vide Order dated January 27, 2015 directed for the listing of contempt
case after disposal of the Special Leave Petition of our Company. The matter is currently pending.
7. M/s Jindal Energy Generation Private Limited (“JEGPL”) has filed a counter claim (O.A. No.
163/2012) through an amendment to their written statement in response to the application filed by our
Company in the Debt Recovery Tribunal, Jabalpur, in which our Company has sought to recover a sum
of Rs. 18.27 crore from JEGPL as the principal amount along with interest due on a loan of Rs. 13.12
crore extended by our Company to Lotus Hospitals for construction of a 6 MQ Biomass Base Power
Plant by JEGPL. In this counter claim, JEGPL has claimed that our Company delayed in disbursement
of some of the instalments of the loan amounts, and did not release the final disbursement of Rs. 2.99
crore of the loan amount, which resulted in the power plant not being set up, leading to financial and
business losses to JEGPL amounting to Rs. 43.41 crore, which amount has been claimed by JEGPL to
our Company in this counter claim. Hudco has filed its reply. The matter is currently pending.
116
Service matters
1. Mr. A.N. Gupta filed a writ petition (No. 6972 of 2002) against the Public Enterprises Selection Board,
our Company and others before the High Court of Delhi challenging the termination of his services as
Director (Finance) in our Company. The High Court of Delhi, pursuant to an order dated May 8, 2003
dismissed the petition. Against this order, the petitioner preferred a letters patent appeal (No. 398 of
2003) before the division bench of the High Court of Delhi, which was also dismissed pursuant to its
order dated February 7, 2006. Mr. Gupta subsequently filed a review petition (No. 121/2006 in LPA
No. 398/2003) before the High Court of Delhi, which was also dismissed pursuant to order dated
March 24, 2006. Mr. Gupta has now filed a special leave petition dated June 27, 2006 before the
Supreme Court of India against the orders dated February 7, 2006 and March 24, 2006 of the High
Court of Delhi. The matter is currently pending.
2. Mr. Kulwant Singh filed a writ petition (No. 16002 of 2006) against our Company before the High
Court of Delhi challenging his removal from service from our Company. The petition was transferred
to the Central Administrative Tribunal, New Delhi (“CAT”), which pursuant to its order dated
November 29, 2010 quashed the order of removal and directed for payment of among other things,
gratuity, full pay and allowances during the period of suspension. Our Company filed a writ petition
(No. 756 of 2011) before the High Court of Delhi against the order of the CAT. In the meanwhile, on
the contempt petition of Mr. Kulwant Singh, the CAT initiated contempt proceedings (CP(C)
305/2011) against the ex-chairman and managing director of our Company for non compliance of its
order dated November 29, 2010. The High Court of Delhi, pursuant to order dated April 5, 2011 has
stayed the contempt proceedings pending before CAT till the writ petition is disposed of. The matters
are currently pending
3. Mr. D.K. Shrivastava, an ex-employee of our Company filed a complaint dated November 16, 2009
alleging non-payment of certain benefits allegedly accrued to him during a period in which he was
suspended from our Company. The Additional Chief Judicial Magistrate passed an order dated July 14,
2010 dismissing the complaint. Mr. Srivastava filed a revision petition before the Court of Special
Judge and Additional Session Judge, Jaipur which passed an order dated October 12, 2012 upholding
the order dated July 14, 2010. Subsequently, Mr. Srivastava appealed to the High Court of Rajasthan
against the order dated October 12, 2012. The High Court of Rajasthan passed an order dated
September 12, 2013 upholding the previous orders. Against this order, Mr. Srivastava has filed a
special leave petition No. 10113 of 2013 before the Supreme Court of India against the order dated
September 12, 2013. The matter is currently pending.
Additionally, Mr. D.K. Shrivastava has also filed an application in the Centre Administrative Tribunal,
Principal Bench, New Delhi (Bearing O.A. No. 2659/2014), where he has challenged the chargesheet
and the consequent dismissal order dated November 29, 2011 passed by HUDCO dismissing him from
the service. The matter is currently pending.
4. Mr. K.R. Alva, Ex-Executive Director (Finance), HUDCO was removed from services pursuant to the
disciplinary proceedings for giving false information regarding his appointment in HUDCO. Mr. K.R.
Alva challenged the same in WP(C) No. 282/2007 before Hon’ble High Court of Guwahati. The
Hon’ble High Court by its order dated June 23, 2009 allowed the Writ petition directing reinstatement
of the petitioner i.e. Mr. Alva in HUDCO with full back wages. HUDCO filed a writ Appeal NO.
373/2009 in High Court of Guwahati on various grounds including the ground that before the hearing
of the writ petition, HUDCO was brought within the purview of the Central Administrative Tribunal
and as such, the High Court has no jurisdiction to hear the matter. The writ appellate Court by order
dated November 1, 2011 set aside the judgment and transferred the writ petition for adjudication by the
Guwahati Bench of Central Administrative Tribunal. On transfer of the case from Guwahati Bench of
the Tribunal`, the writ petition was registered as TA No. 4/2011. The Learned Tribunal dismissed the
TA vide its order dated January 7, 2013 by the majority opinion (2:1). Thereafter, Mr. Alva has filed a
writ petition (C) No. 1667 of 2014 in the High Court of Guwahati, challenging the order of the Learned
Tribunal. The case in High Court of Guwahati has been disposed in favour of Mr. K.R. Alva, who has
joined the services pursuant to the order of High Court of Guwahati dated October 6, 2015.
Subsequently, HUDCO filed a Special Leave Petition (C) No. 30464 of 2015in the Hon’ble Supreme
Court of India against the order of the Hon’ble High Court of Guwahati.The said SLP has been
dismissed by Hon’ble Supreme Court vide its order dated November 30, 2015.
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5. Mr. SK Soneja, an ex-employee of our company has filed a Writ Petition No. 19617 of 2006 in the
Hon’ble High Court of Madras challenging the appointment of 9 officials for the post of Chief and
Executive Directors of our Company, respectively. The matter is currently pending.
6. Mr. S.K. Soneja, an ex-employee of our company has filed a Writ Petition No. 19618 of 2006 in the
Hon’ble High Court of Madras to pass appropriate order on the representation of Captain S.K. Soneja
dated January 20, 2006 for his promotion to the post of Executive Director. The matter is currently
pending.
7. Mr. S.N. Parsuramme Gowda ex-employee of the Company has filed a Contempt Petition No.
170/00109/2015 in OA No. 350/2014 before the Learned Central Administrative Tribunal, Bangalore
Bench alleging willful non-compliance of the Order dated July 31, 2014 of Learned CAT passed in OA
No. 350/2014, by Dr. M. Ravi Kanth, CMD of our Company. Mr. S. N. Parsuramme Gowda and our
Company has filed separate Writ Petitions bearing Nos. 43603/2014 (S-CAT) and 55805/2014 (S-
CAT) respectively against the Order dated July 31, 2014 of the Learned Central Administrative
Tribunal, Bangalore before High Court of Karnataka, Bangalore Bench. The Hon’ble High Court vide
its Order dated April 22, 2015 has stayed the operation of the Contempt Proceedings before the
Learned Central Administrative Tribunal, Bangalore till disposal of the Writ Petitions {i.e. Writ
Petition No. 55805/2014 (S-CAT) of the Company and Writ Petition No. 43603/2014 (S-CAT) of Mr.
Gowda filed against the Order dated July 31, 2014 of Learned Central Administrative Tribunal,
Bangalore in OA No. 350/2014}. The Contempt Petition 170(00109/2015) in OA No. 350/2014 has
been dismissed by Learned Central Administrative Tribunal, Bangalore vide its order dated August 20,
2015.
8. Dr. Harbans Singh Gill filed a Writ Petition (C) No. 4010/ 2006 before the Hon’ble High Court of
Delhi against our Company challenging the selection process of recruitments to the post of Executive
Director(Projects)/Chief(Projects). The Writ Petition (C) No. 4010/2006 subsequently in 2009 was
transferred to Principal Bench, Central Administrative Tribunal (CAT) as TA No. 858/2009. The TA
No. 858/2009 of Dr. Harbans Singh Gill was dismissed by the CAT, Principal Bench vide Order dated
February 1, 2011. Subsequently, Dr. Harbans Singh Gill by way of Writ Petition (C) No. 3005/2011
before the Hon’ble High Court of Delhi challenged the Order dated February 1, 2011 of the Principal
Bench, CAT passed in TA No. 858 / 2009. The Interim Application of Dr. Harbans Singh Gill seeking
stay of the impugned Order dated February 1, 2011 has been dismissed by the Hon’ble High Court of
Delhi and Rule Nisi has been issued in the matter. The matter is currently pending and will list in the
category of “Regular Matters” on its turn.
Tax matters
1. The DCIT passed an assessment order dated March 28, 2014 against our Company demanding an
additional amount of Rs. 92.04 crore as tax and penalty payable for assessment year 2006-07 with
respect, to among other things, Addition u/s 14 A of the Income Tax Act, Accrued Interest on refund of
advance paid on account of property tax to MCD. Against this assessment order, our Company filed an
appeal before the Commissioner of Income Tax (Appeals). The matter is currently pending.
2. The DCIT passed an assessment order dated February27, 2015 against our Company demanding an
additional amount of Rs. 66.49 crore as tax and penalty payable for assessment year 2012-13 with
respect to among other things, Marked to Market Loss on account of restatement of assets and
liabilities, Expenditure on Corporate Social Responsibility, Addition u/s 14 A of the Income Tax Act
and revenue derecognition in accounts. Against this assessment order, our Company filed an appeal
before the Commissioner of Income Tax (Appeals). The matter is currently pending.
Material developments post March 31, 2015
The following are the material developments of our Company after March 31, 2015, i.e. the date of the last
audited financial statements of the Company:
1. In pursuance of the CBDT Notification, our Company has on July 29, 2015, invited offers for arranging/
subscribing for/to tax free secured non-cumulative redeemable non-convertible bonds of face value of
Rs. 10,00,000.00 each in the nature of debentures having tax benefits under section 10 (15) (iv) (h) of
the Income Tax Act, for an amount of Rs. 100.00 crore with an option to retain over subscription of upto
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Rs. 1,400.00 crore by way of private placement through the book building process. The private
placement issue has opened on July 31, 2015 and closed on July 31, 2015. An amount of Rs. 151.00
crore @ 7.19% p.a. (fixed) has been received under the issue. Post receipts of issue amount, the bonds
were allotted on July 31, 2015.
2. In pursuance of the CBDT Notification, our Company has on September 29, 2015 invited offers for
arranging/ subscribing for/to tax free secured non-cumulative redeemable non-convertible bonds of face
value of Rs. 10,00,000.00 each in the nature of debentures having tax benefits under section 10 (15) (iv)
(h) of the Income Tax Act, for an amount of upto Rs. 1349.00 crore by way of private placement
through the book building process. The private placement issue has opened on October 1, 2015 and
closed on October 1, 2015. An amount of Rs. 1,029.00 crore @ 7.07% p.a. (fixed) has been received
under the issue. Post receipt of issue amount, the bonds were allotted on October 1, 2015.
3. In pursuance of the CBDT Notification, our Company has on October 7, 2015 invited offers for
arranging/ subscribing for/to tax free secured non-cumulative redeemable non-convertible bonds of face
value of Rs. 10,00,000.00 each in the nature of debentures having tax benefits under section 10 (15) (iv)
(h) of the Income Tax Act, for an amount of upto Rs. 320.00 crore by way of private placement through
the book building process. The private placement issue has opened on October 9, 2015 and closed on
October 9, 2015. An amount of Rs. 108.50 crore @ 7.00% p.a. (fixed) has been received under the issue.
Post receipt of issue amount, the bonds were allotted on October 9, 2015.
4. In pursuance of SEBI Circular no. CIR/IMD/DF/18/2013 dated October 29, 2013,SEBI has vide its letter
bearing no. IMD/DOF-1/BM/VA/OW/29398/2015 dated October 19, 2015 granted exemption to our
Company from incorporating the audited financials in the Draft Shelf Prospectus/ Shelf Prospectus/
Tranche Prospectus(es), for the stub period. SEBI has granted permission to incorporate the unaudited
quarterly financial results for the quarter ending June 30, 2015 and December 2015 in the Draft Shelf
Prospectus/ Shelf Prospectus/ Tranche Prospectus(es), after approval of the same by the Board and
limited review by the auditors, subject to the Company suitable disclosing such material facts in the
offer document for the Issue.
5. Pursuant to the Office Memorandum no. 06/02/2015-NEF/FRP dated November 20, 2015, Ministry of
Power, Government of India has approved Ujwal Discom Assurance Yojna Scheme (“UDAY”)with an
objective of financial turnaround of state owned distribution companies. This scheme intends to achieve
this by several initiatives such as: a) reduction in interest cost of DISCOMs principally through phased
takeover of discom debt by state governments; b) improving operational efficiencies of DISCOMs; c)
reduction in cost of power purchase; and d) enforcing financial discipline on DISCOMs through an
alignment with state finances.
6. The Board in its meeting held on April 8, 2015 decided that the possibility to exit out from the ventures
where the Company has equity participation and are not yielding any return or where ventures are non-
functional/ non-viable be examined. Accordingly, pursuant to the Board resolution dated November 11,
2015, the Board has approved the to exit from all the four (4) Joint Venture companies i.e. Shristi Urban
Infrastructure Development Limited, Pragati Social Infrastructure & Development Limited, MCM
Infrastructure Private Limited and Signa Infrastructure India Limited. These joint ventures were engaged
in the business of, among other things, constructing housing and urban infrastructure facilities.
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OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
*
In terms of the CBDT Notification, our Company has raised Rs. 151.00 crore, Rs. 1029.00 crore, Rs. 108.50 crore on a
private placement basis through Private Placement Offer Letters dated July 29, 2015, September 30, 2015 and October 7,
2015 respectively. Further,the Company may also raise Bonds through private placement route in one or more tranches
during the process of the present Issue, except during the Issue period. The aggregate amount raised through the private
placement route shall not exceed Rs. 1,500.00 crore, i.e. upto 30% of the allocated limit for raising funds through the
Bonds during the Fiscal 2016, at its discretion. Our Company shall ensure that Bonds issued through the public issue
route and private placement route in Fiscal 2016 shall together not exceed the allocated limit. In case our Company
raises funds through private placements during the process of the present Issue, except during the Issue period, until
allotment, the Shelf Limit for the Issue shall get reduced by such amount raised.
Subject to the Memorandum of Association and Articles of Association of the Company, the Shareholders of the
Company at the Extra-ordinary General Meeting held on September 5, 2014, have passed a resolution under
Section 180 (1)(c) of the Companies Act, 2013 and rules made thereunder, as amended from time to time,
authorising the Board to borrow from time to time to the extent it deems requisite for the purpose of the business
(apart from temporary loans obtained in the ordinary course of business) notwithstanding that such borrowings
may exceed the aggregate of the paid up capital and its free reserves (reserves not set apart for any specific
purpose), provided that the total amount upto which the moneys may be borrowed by the Board and outstanding
at any one time shall not exceed a sum of Rs. 40,000.00 crore (Rupees Forty Thousand Crore). The aggregate
value of the Bonds offered under this Shelf Prospectus, together with the existing borrowings of our Company,
is within the borrowing limits of Rs. 40,000.00 crore (Rupees Forty Thousand Crore).
The Board of Directors have, pursuant to a resolution dated July 20, 2015, approved the Issue of ‘tax free bonds’
in one or more tranche(s), of secured, redeemable, non-convertible, cumulative/ non-cumulative debentures,
having benefits under section 10(15) (iv)(h) of the Income Tax Act, for an amount of up to Rs. 5,000.00 crore,
subject to the provisions of the CBDT Notification.
Eligibility to make the Issue
Our Company, the persons in control of our Company or the promoter have not been restrained, prohibited or
debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is
in force.
Consents
Consents in writing of the Directors, the Compliance Officer, the Statutory Auditors, Bankers to the Company,
Escrow Collection Banks/ Bankers to the Issue, Lead Managers, Consortium Members, Registrar to the Issue,
Legal Counsel to the Company as to Indian law, Credit Rating Agencies and the Debenture Trustee for the
Bondholders, to act in their respective capacities, have been obtained and shall be filed along with a copy of
each Tranche Prospectus with the RoC.
Our Company has appointed SBICAP Trustee Company Limited as Debenture Trustee under regulation 4(4) of
the SEBI Debt Regulations. The Debenture Trustee has given its consent to our Company for its appointment
which is enclosed as Annexure C.
The consents of the Statutory Auditors of the Company, namely Dhawan & Co., Chartered Accountants for (a)
inclusion of their name as the Statutory Auditors, (b) examination reports on Reformatted Financial Statements
and Limited Review Financial Statements in the form and context in which they appear in this Shelf Prospectus,
have been obtained and the same will be filed along with a copy of the Prospectus with the RoC.
Expert Opinion
Except for the letters dated October 19, 2015and January 11, 2016issued by CARE and letters dated October 19,
2015 and January 11, 2016 issued by IRRPL, in respect of the credit rating for the Bonds, and report dated
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November 9, 2015 related to Limited Review Financial Statements interalia issued by our Statutory Auditors,
the report on Reformatted Audited Financial Statements dated October 26, 2015 and the statement of tax
benefits dated October 26, 2015 issued by our Statutory Auditors, our Company has not obtained any expert
opinions in respect of the Issue.
Common Form of Transfer
There shall be a common form of transfer for the Bonds held in physical form and relevant provisions of the
Companies Act and all other applicable laws shall be duly complied with in respect of all transfer of the Bonds
and registration thereof.
Minimum Subscription
In terms of the SEBI Circular no. CIR/IMD/DF/12/ 2014 dated June 17, 2014, minimum subscription limit is
not applicable for issuers issuing tax free bonds, as specified by CBDT. Further, under the SEBI Debt
Regulations, our Company may stipulate a minimum subscription amount which it seeks to raise. Our Company
has decided to set no minimum subscription for the Issue.
No Reservation or Discount
In terms of the CBDT Notification, 40% of the total Issue size shall be earmarked towards Investors from
Category IV. Apart from such reservation, there is no reservation in this Issue nor will any discount be offered
in this Issue, to any category of investors.
Previous Public Issues or Rights Issue by our Company during last five years
1. On March 5, 2012, our Company issued and allotted 4,68,47,200 tax free bonds, in the nature of secured,
redeemable non-convertible debentures (“2012 Bonds”) at a price of Rs. 1,000.00 per 2012 Bond,
amounting to an aggregate of Rs. 4,684.72 crore pursuant to a public offering under the SEBI Debt
Regulations which opened on January 27, 2012 and closed on February 10, 2012 (“2012 Bonds Issue”).
The electronic credit of the 2012 Bonds to investors pursuant to the 2012 Bonds Issue was completed on
March 10, 2012 (March 8, 2012 was a holiday). Furthermore, letters of allotment for the 2012 Bonds were
dispatched to all investors (who had applied for allotment of the 2012 Bonds in physical form) on March
12, 2012. The 2012 Bonds were listed on the Stock Exchanges on March 20, 2012.
2. On February 16, 2013, our Company issued and allotted 2,19,43,426 tax free bonds, in the nature of
secured, redeemable non-convertible debentures (“2013 Tranche – I Bonds”) at a price of Rs. 1,000.00 per
2013 Tranche – I Bond, amounting to an aggregate of Rs. 2193.40 crore pursuant to a public offering under
the SEBI Debt Regulations which opened on January 9, 2013 and closed on February 7, 2013 (“2013
Tranche – I Bonds Issue”). The electronic credit of the 2013 Tranche – I Bonds to investors pursuant to
the 2013 Tranche – I Bonds Issue was completed on February 18, 2013. Furthermore, letters of allotment
for the 2013 Tranche – I Bonds were dispatched to all investors (who had applied for allotment of the 2013
Tranche – I Bonds in physical form) on February 19, 2013. The 2013 Tranche – I Bonds were listed on the
NSE and BSE on February 21, 2013 and April 3, 2013, respectively (the listing of the 2013 Tranche – I
Bonds at BSE was effected along with the 2013 Tranche – II Bonds (as defined hereinafter).
3. On March 28, 2013, our Company issued and allotted 20,70,100tax free bonds, in the nature of secured,
redeemable non-convertible debentures (“2013 Tranche – II Bonds”) at a price of Rs. 1,000.00 per 2013
Tranche – II Bond, amounting to an aggregate of Rs. 207.01 crore pursuant to a public offering under the
SEBI Debt Regulations which opened on February 21, 2013 and closed on March 18, 2013 (“2013 Tranche
– II Bonds Issue”). The electronic credit of the 2013 Tranche – II Bonds to investors pursuant to the 2013
Tranche – II Bonds Issue was completed on March 28, 2013. Furthermore, letters of allotment for the 2013
Tranche – II Bonds were dispatched to all investors (who had applied for allotment of the 2013 Tranche – II
Bonds in physical form) on March 30, 2013. The 2013 Tranche – II Bonds were listed on the Stock
Exchanges on April 3, 2013.
4. On October 25, 2013, our Company issued and allotted 2,37,00,005 tax free bonds, in the nature of secured,
redeemable non-convertible debentures (“2014 Tranche – I Bonds”) at a price of Rs. 1,000.00 per 2014
Tranche – I Bond, amounting to an aggregate of Rs. 2,370.00 crore. The electronic credit of the Tranche – I
Bonds to investors pursuant to the Tranche – I Issue was completed on October 25, 2013. Furthermore,
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letters of allotment for the 2014 Tranche – I Bonds were dispatched to all investors (who had applied for
allotment of the Tranche – I Bonds in physical form) on October 28, 2013. The 2014 Tranche – I Bonds
were listed on the BSE on October 29, 2013.
5. On January 13, 2014, our Company issued and allotted 2,15,33,928 tax free bonds, in the nature of secured,
redeemable non-convertible debentures (“2014 Tranche – II Bonds”) at a price of Rs. 1,000.00 per 2014
Tranche – II Bond, amounting to an aggregate of Rs. 2,153.39crore. The electronic credit of the 2014
Tranche – II Bonds to investors pursuant to the Tranche – II Issue was completed on January 13, 2014.
Furthermore, letters of allotment for the 2014 Tranche – II Bonds were dispatched to all investors (who had
applied for allotment of the 2014 Tranche – II Bonds in physical form) on January 15, 2014. The 2014
Tranche – II Bonds were listed on the BSE on January 17, 2014.
6. On March 24, 2014, our Company issued and allotted 27,29,237 tax free bonds, in the nature of secured,
redeemable non-convertible debentures (“2014 Tranche – III Bonds”) at a price of Rs. 1,000.00 per 2014
Tranche – III Bond, amounting to an aggregate of Rs. 272.92 crore. The electronic credit of the 2014
Tranche – III Bonds to investors pursuant to the Tranche – III Issue was completed on March 25, 2014.
Furthermore, letters of allotment for the 2014 Tranche – III Bonds were dispatched to all investors (who
had applied for allotment of the 2014 Tranche – III Bonds in physical form) on March 26, 2014. The 2014
Tranche – III Bonds were listed on the BSE on March 27, 2014.
Other than as specifically disclosed in this Shelf Prospectus, our Company has not issued any securities for
consideration other than cash.
Commission or Brokerage on Previous Public Issues
1. An amount of Rs. 20.51 crore was incurred towards lead management fees, and selling commission in
connection with the 2012 Bonds Issue.
connection with the 2013 Tranche – I Bonds Issue.
connection with the 2013 Tranche – II Bonds Issue.
4. An amount of Rs. 15.16 crore was incurred towards lead management fees and selling commission in
connection with the 2014 Tranche – I Issue.
connection with the 2014 Tranche – II Issue.
connection with the 2014 Tranche – III Issue.
Utilisation details of Previous Issues
The proceeds of the previous public issuances have been fully utilised according to the objects mentioned in the
respective prospectus.
Change in auditors of our Company during the last three years
Name Address Date of appointment/ Auditor of the

resignation/ cessation Company since
Agiwal & Associates Lal Kothi, 2nd Floor, 3830, Pataudi July 29, 2013 August 12, 2009
House Road , Darya Ganj, New Delhi
- 110 002
Dhawan & Co., 312, Wegmans House, 21 Veer July 29, 2013 July 29, 2013
Chartered Accountants Savarkar Block, Shakarpur, New
Delhi – 110 092
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Revaluation of assets
Our Company has not revalued its assets in the last five years.
Utilisation of Proceeds
The Net Issue Proceeds as raised through each of the Tranche are proposed to be utilisedto finance the projects
and/activities mainly relating to housing for EWS/ LIG categories during the current year and/over the years,
and for such other purposes as may be permitted by Ministry of Finance, Government of India or any other
authority, from time to time.For more information pertaining to utilisation of proceeds, see the section titled
“Objects of the Issue” on page 50 of this Shelf Prospectus.
Statement by the Board of Directors
(i) All monies received out of each Tranche Issue of the Bonds to the public shall be transferred to a
separate bank account other than the bank account referred to in Section 40 of the Companies Act,
2013;
(ii) The allotment letter shall be issued or application money shall be refunded within the time specified in
chapter titled “Issue Procedure” at page 149 of this Shelf Prospectus, failing which interest shall be
due to be paid to the applicants at the rate of 15% for the delayed period;
(iii) Details of all monies utilised out of each Tranche Issue referred to in sub-item (i) shall be disclosed
under an appropriate separate head in our Balance Sheet indicating the purpose for which such monies
were utilised;
(iv) Details of all unutilised monies out of each Tranche Issue referred to in sub-item (i), if any, shall be
disclosed under an appropriate separate head in our Balance Sheet indicating the form in which such
unutilised monies have been invested;
(v) We shall utilize the Issue proceeds only upon creation of security as stated in this Shelf Prospectus,
receipt of the listing and trading approval from the BSE; and
(vi) The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any property.
The funds raised by us from previous issues of bonds have been utilised for our business as stated in the
respective offer documents.
Disclaimer clause of SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE
DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI.
SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF
ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR
FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE
OFFER DOCUMENT. THE LEAD MERCHANT BANKER, AXIS CAPITAL LIMITED, EDELWEISS
FINANCIAL SERVICES LIMITED, ICICI SECURITIES LIMITED, SBI CAPITAL MARKETS
LIMITED AND RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED, AND HAS CERTIFIED
THAT DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND
ARE IN CONFORMITY WITH THE SEBI (ISSUE AND LISTING OF DEBT SECURITIES)
REGULATIONS, 2008 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN
THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY

RESPONSIBLE FOR CORRECTNESS, ADEQUACY AND DISCLSOURE OF ALL RELEVANT
INFORMATION IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKER IS EXPECTED
TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
LEAD MERCHANT BANKER, AXIS CAPITAL LIMITED, EDELWEISS FINANCIAL SERVICES
LIMITED, ICICI SECURITIES LIMITED, SBI CAPITAL MARKETS LIMITED AND RR
INVESTORS CAPITAL SERVICES PRIVATE LIMITED, HAS FURNISHED TO SEBI A DUE
DILIGENCE CERTIFICATE DATED JANUARY 18, 2016 WHICH READS AS FOLLOWS:
123
1. WE CONFIRM THAT NEITHER THE ISSUER NOR ITS PROMOTERS OR DIRECTORS HAVE
BEEN PROHIBITED FROM ACCESSING THE CAPITAL MARKET UNDER ANY ORDER OR
DIRECTION PASSED BY THE BOARD. WE ALSO CONFIRM THAT NONE OF THE
INTERMEDIARIES NAMED IN THE OFFER DOCUMENT HAVE BEEN DEBARRED FROM
FUNCTIONING BY ANY REGULATORY AUTHORITY.
2. WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER

HAVE BEEN MADE IN THE OFFER DOCUMENT AND CERTIFY THAT ANY MATERIAL
DEVELOPMENT IN THE ISSUE OR RELATING TO THE ISSUE UP TO THE
COMMENCEMENT OF LISTING AND TRADING OF THE BONDS OFFERED THROUGH THIS
ISSUE SHALL BE INFORMED THROUGH PUBLIC NOTICES/ ADVERTISEMENTS IN ALL
THOSE NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT AND ADVERTISEMENT
FOR OPENING OR CLOSURE OF THE ISSUE WILL BE PUBLISHED.
3. WE CONFIRM THAT THE OFFER DOCUMENT CONTAINS ALL DISCLOSURES AS

SPECIFIED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING
OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED.
4. WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONS OF THE COMPANIES ACT, 1956,
THE COMPANIES ACT, 2013 TO THE EXTENT NOTIFIED AS ON DATE OF THE SHELF
PROSPECTUS, SECURITIES CONTRACTS, (REGULATION) ACT, 1956, SECURITIES AND
EXCHANGE BOARD OF INDIA ACT, 1992 AND THE RULES, REGULATIONS, GUIDELINES,
CIRCULARS ISSUED THEREUNDER ARE COMPLIED WITH.
5. WE CONFIRM THAT THE DRAFT SHELF PROSPECTUS WAS POSTED ON THE WEBSITE OF
BSE FOR SEVEN WORKING DAYS AND THAT NO COMMENTS/ COMPLAINTS WERE
RECEIVED ON THE DRAFT SHELF PROSPECTUS.
Disclaimer clause of BSE
BSE Limited (“The Exchange”) has given vide its letter dated November 4, 2015, permission to this Company
to use the Exchange’s name in this offer document as one of the stock exchanges on which this company’s
securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal
purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not
in any manner:-
a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer
document; or
b) warrant that this Company’s securities will be listed or continue to be listed on the Exchange; or
c) take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company;
And it should not for any reason be deemed or construed that this offer document has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company
may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated
herein or for any other reason whatsoever.
Disclaimer in Respect of Jurisdiction
The Issue is being made in India, to Investors from Category I, Category II, Category III and Category IV. This
Shelf Prospectus and the respective Tranche Prospectus will not, however constitute an offer to sell or an
invitation to subscribe for the Bonds offered hereby in any jurisdiction other than India to any person to whom it
is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Shelf
124
Prospectus and the respective Tranche Prospectus comes is required to inform himself or herself about, and to
observe, any such restrictions.
Track Record of past issues handled by the Lead Managers
The track record of past issues handled by Axis Capital Limited, Edelweiss Financial Services Limited, ICICI
Securities Limited, SBI Capital Markets Limited and RR Investors Capital Services Private Limited are
available at www.axiscapital.co.in, www.edelweissfin.com, www.icicisecurities.com, www.sbicaps.com and
www.rrfinance.com/www.rrfcl.com respectively.
Listing
The Bonds will be listed on the BSE, the Designated Stock Exchange. The BSE has given its in-principle listing
approval through its letter no.DCS/SJ/PI-BOND/09/15-16dated November 4, 2015.
If the permission to list and trade the Bonds has not been granted by the BSE, our Company shall forthwith
repay, without interest, all such moneys received from the Applicant in pursuance of the Tranche Prospectus. If
any such money is not repaid within eight days after our Company becomes liable to repay it (expect if such
delays are on account of delay in postal channels of the country), our Company and every Director who is an
officer in default shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that
money with interest at 15% per annum, as prescribed under section 40 of the Companies Act, 2013.Our
Company shall use best efforts to ensure that all steps for the completion of the necessary formalities for listing
and commencement of trading at the BSE will be taken within 12 Working Days from the Issue Closing Date.
Dividend
For details of dividends paid by our Company for the financial years ended March 31, 2015, 2014, 2013, 2012
and 2011, see the section titled “Annexure A – Financial Statements” of this Shelf Prospectus.
Mechanism for redressal of investor grievances
Karvy Computershare Private Limited has been appointed as the Registrar to the Issue to ensure that investor
grievances are handled expeditiously and satisfactorily and to effectively deal with investor complaints.
All grievances relating to the Issue should be addressed to the Registrar to the Issue and the Compliance Officer
giving full details of the Applicant, number of Bonds applied for, amount paid on application series/option
applied for and Member of the Syndicate/Trading Member/SCSB to which the application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either
(a) the relevant Designated Branch of the SCSB where the Application Form was submitted by the ASBA
Applicant, or (b) the concerned Member of the Syndicate and the relevant Designated Branch of the SCSB in
the event of an Application submitted by an ASBA Applicant at any of the Syndicate ASBA Centres, giving full
details such as name, address of Applicant, Application Form number, series/option applied for, number of
Bonds applied for, amount blocked on Application.
All grievances arising out of Applications for the Bonds made through Trading Members may be addressed
directly to the BSE.
Filing of the Shelf Prospectus and Tranche Prospectus(es) with the RoC
A copy of the Shelf Prospectus and relevant Tranche Prospectus(es) will be filed with RoC in accordance with
Section 26 and Section 31 of the Companies Act, 2013 and the Shelf Prospectus shall be valid for a period not
exceeding one year from the first Tranche Issue Opening Date.
Details regarding the Company and other listed companies under the same management within the
meaning of section 370(1B) of the Companies Act, 1956, which made any capital issue during the last
three years
Our Company is a public sector enterprise and as such, there are no identifiable group companies or companies
under the same management.
125
Benefit/ interest accruing to Promoters/ Directors out of the object of the Issue
Neither the Promoter nor the Directors of our Company are interested in the Objects of the Issue.
Legal Proceedings
Proceedings involving the Company, promoter, director, group companies or any other person, whose
outcome could have material adverse effect on the position of the Company
Except as described in Section “Outstanding Litigation and Material Developments” on Page 114 of this Shelf
Prospectus, we believe that there are no legal proceedings involving the Company, promoter, director, group
companies, and in our opinion, no proceedings are threatened, which may have, or have had a material adverse
effect on our business, financial position, profitability or results of operations.
Details of default and non-payment of statutory dues
Other than as disclosed in the section titled “Outstanding Litigation and Material Developments” on Page 114
of this Shelf Prospectus, the Company has not received any demand notice from any statutory agency for default
and non-payment of statutory dues.
Enquiries, Inspections or Investigations under company law
Other than as disclosed in the section titled “Outstanding Litigation and Material Developments” on Page 114
of this Shelf Prospectusthere are no enquiries, inspections or investigations initiated or conducted under the
Companies Act, 2013 or any previous companies law in the last five years immediately preceding the year of
issue of this Shelf Prospectus in case of the Company. Further, there are no prosecution filed (whether pending
or not), fines imposed or compounding offences done in the last five years immediately preceding the year of
the Shelf prospectus for the Company.
Auditor’s Remarks
The statutory auditor of the Company, Dhawan & Co., Chartered Accountantsand Company confirm that except
as disclosed in the “Risk Factors” on page 12 of this Shelf Prospectus, there have been no reservations or
qualifications or adverse remarks in the Financial Statements of the Company in the last five financial years
immediately preceding this Shelf Prospectus.
Details of fraud committed against the Company
There have been no acts of material frauds committed against our Company in the last five years.
The details of related party transactions entered into by our Company during the last five financial years
immediately preceding the issue of prospectus containing (a) all transactions with related parties with respect to
giving of loans or, guarantees, providing securities in connection with loans made, or investments made ; (b) all
other transactions which are material to our Company or the related party, or any transactions that are unusual in
their nature or conditions, involving goods, services, or tangible or intangible assets, to which our Company or
any of its parent companies was a party, have been disclosed in the section titled “Annexure A- Financial
Statements” of this Shelf Prospectus.
126
Other Disclosures
Names of signatories to the Memorandum of Association of the Company and the number of shares
subscribed by them: Given below are the name of the signatories of the Memorandum of Associations of the
Company and the number of equity shares subscribed by them at the time of signing of the Memorandum of
Association.
S.No. Name of Signatory Number of equity shares of face

value of Rs. 10 each
1. The President of India, through
Mr. P. K. Nayak 1
Mr. T. N. Srivastava 1
Mr. C. R. Bose 1
Total 3
127
ISSUE STRUCTURE
*
In terms of the CBDT Notification, our Company has raised Rs. 151.00 crore, Rs. 1029.00 crore and Rs. 108.50 Crore
on a private placement basis through Private Placement Offer Letters dated July 29, 2015, September 30, 2015 and
October 7, 2015 respectively. Further, the Company may also raise Bonds through private placement route in one or
more tranches during the process of the present Issue, except during the Issue period. The aggregate amount raised
through the private placement route shall not exceed Rs. 1,500.00 crore, i.e. upto 30% of the allocated limit for raising
funds through the Bonds during the Fiscal 2016, at its discretion. Our Company shall ensure that Bonds issued through
the public issue route and private placement route in Fiscal 2016 shall together not exceed the allocated limit. In case our
until allotment,the Shelf Limit for the Issue shall get reduced by such amount raised.
The following are the key terms of the Bonds. This section should be read in conjunction with, and is qualified in
its entirety by more detailed information in “Terms of the Issue” on page 132 of this Shelf Prospectus.
The key common terms and conditions of the Bonds are as follows:
Particulars Terms and Conditions

Minimum application size As specified in the Tranche Prospectus for a particular Series of Bonds.
The minimum number of Bonds per Application Form will be calculated on the basis of
the total number of Bonds applied for under each such Application Form and not on the
basis of any specific option.
Mode of allotment Both in dematerialised form as well as in physical form as specified by the Applicant in
the Application Form.
Terms of Payment Full amount on application.
Trading Lot 1 (one) Bond.
Who can Apply# Category I
 Public Financial Institutions, scheduled commercial banks, multilateral and

bilateral development financial institutions, state industrial development
corporations, which are authorised to invest in the Bonds;
 Provident funds and pension funds with minimum corpus of Rs. 25crore,
which are authorised to invest in the Bonds;
 National Investment Fund (set up by resolution no. F. No. 2/3/2005-DDII
dated November 23, 2005 of the Government of India and published in the
Gazette of India);
 Insurance funds set up and managed by the army, navy or air force of the
Union of India or set up and managed by the Department of Posts, India;
 Indian Mutual funds registered with SEBI; and
 Alternative Investment Funds, subject to investment conditions applicable to
them under the Securities and Exchange Board of India (Alternative
Investment Funds) Regulations, 2012.
Category II
 Companies within the meaning of section 2(20) of the Companies Act, 2013*;
 Cooperative banks;
 Public/ private/ religious trusts;
 Limited Liability Partnerships;
 Regional rural banks
 Societies registered under applicable laws in India and authorised to invest in
the Bonds;
 Association of Persons;
 Partnership firms in the name of partners; and
 Any other domestic legal entities/ persons as may be permissible under the
CBDT Notification and authorised to invest in the Bonds in terms of
applicable laws.
128
Particulars Terms and Conditions
*
The MCA has, through its circular (General Circular No. 06/2015) dated April 9,
2015, clarified that companies investing in tax-free bonds wherein the effective yield on
the bonds is greater than the prevailing yield of one year, three year, five year or ten
year Government Security closest to the tenor of the loan, there is no violation of sub-
section (7) of section 186 of the Companies Act, 2013
Category III
The following Investors applying for an amount aggregating to above Rs. 10 lakhs
across all Series of Bonds in each Tranche Issue:
Category IV
The following Investors applying for an amount aggregating to up to and including Rs.
10 lakhs across all Series of Bonds in each Tranche Issue:
#
Applications from person resident outside India and foreign nationals (including FIIs, FPIs and NRIs applying on
repatriation basis and on non-repatriation basis) may be considered by the Company at their sole discretion subject to
applicable laws and receipt of necessary approvals.
Participation by any of the above-mentioned investor classes in this Issue will be subject to applicable
statutory and/or regulatory requirements. Applicants are advised to ensure that applications made by them
do not exceed the investment limits or maximum number of Bonds that can be held by them under applicable
statutory and/or regulatory provisions.
In case of Application Form being submitted in joint names, Applicants should ensure that the demat account is also
held in the same joint names, and the names are in the same sequence in which they appear in the Application Form.
permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of Bonds
pursuant to the Issue.
For further details, see the section titled “Issue Procedure” on page 149 of this Shelf Prospectus.
129
TERMS AND CONDITIONS IN CONNECTION WITH THE BONDS
Nature of the Bonds
The Bonds being issued are in form of tax free bonds of face value of Rs. 1,000.00 each in the nature of secured,
redeemable, non-convertible debentures, having benefits under section 10(15)(iv)(h) of the Income Tax Act, to be
issued by Company in terms of this Shelf Prospectus and the respective Tranche Prospectus(es).
The terms of each Series of Bondsare set out below**
Options Option 1 Option 2

Tenure of Bonds 10 years 15 years
Maturity/Redemption 10 years from Deemed Date of
15 years from Deemed Date of Allotment
Date Allotment
#
Coupon Rates for Category I, II and III
Coupon Rate (%) per
annum
Annualized Yield (%)
per annum
Coupon Rates for Category IV
Coupon Rate (%) per
annum
Annualized Yield (%)
per annum
For Category I, II, III and IV#
Frequency of interest [●] [●]
payment
Minimum Application [●] [●]
size
In multiples of [●] [●]
Face value [●] [●]
Issue price [●] [●]
Tenor [●] [●]
Interest Type [●] [●]
Redemption Date [●] [●]
Redemption Amount [●] [●]
(`/Bond)
*The number of Series of Bonds will be decided at the time of filing the Tranche Prospectus(es). Our Company shall allocate
and Allot Bonds of Tranche [●] Series [●] Bonds maturity to all valid applications, wherein the applicants have not
indicated their choice of the relevant Bond series.
** The Company at its discretion may decide to offer Bonds of maturity of 20 years in addition to those mentioned above.
#
Pursuant to the CBDT Notification and for avoidance of doubt, it is clarified as under:
a. The coupon rates indicated under Tranche [●] Series [●] and Tranche [●] Series 2B shall be payable only on the
Retail Individual Investor Portion in the Issue. Such coupon is payable only if on the Record Date for payment of
interest, the Bonds are held by investors falling under the Retail Individual Investor Category/Category IV;
b. If the Bonds allotted against Tranche [●] Series [●] and Tranche [●] Series [●] are transferred by Retail Individual
Investors to Non- Retail Individual Investors, being Category I, Category II and Category III investors, the coupon rate
on such Bonds shall stand at par with coupon rate applicable on Tranche [●] Series [●] and Tranche [●] Series [●],
respectively;
c. If the Bonds allotted against Tranche [●] Series [●] and Tranche [●] Series [●] are sold/transferred by the Retail
Individual Investors to investor(s) who fall under the Retail Individual Investor category as on the Record Date for
payment of interest, then the coupon rates on such Bonds shall remain unchanged;
d. If on any Record Date, the original Retail Individual Investor Allotee(s)/transferee(s) hold the Bonds under Tranche
[●] Series [●], Tranche [●] Series [●], Tranche [●] Series [●] and Tranche [●] Series [●] for an aggregate face value
amount of over Rs. 10 lakh, then the coupon rate applicable to such Retail Individual Investor Allottee(s)/transferee(s)
on Bonds under Tranche [●] Series [●] and Tranche [●] Series [●] shall stand at par with coupon rate applicable on
Tranche [●] Series [●] and Tranche [●] Series [●], respectively;
130
e. Bonds Allotted under Tranche [●] Series [●] and Tranche [●] Series [●]shall carry coupon rates indicated above until
the maturity of the respective Series of Bonds irrespective of category of holder(s) of such Bonds; and
f. For the purpose of classification and verification of status of the eligibility of a Bondholder under the Retail Individual
Investor category, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds Allotted under
the Issue shall aggregated on the basis of PAN.
Terms of Payment
The entire face value per Bond is payable on Application. In the event of Allotment of a lesser number of Bonds
than applied for, our Company shall refund the amount paid on application to the Applicant, in accordance with
the terms of the respective Tranche Prospectus.
131
TERMS OF THE ISSUE
The Bonds being offered as part of the Issue are subject to the provisions of the SEBI Debt Regulations,
applicable regulations of the NHB, the Companies Act, 1956, Companies Act, 2013, the Income Tax Act, the
CBDT Notification, the terms of this Shelf Prospectus, the Tranche Prospectus(es), the Application Form, the
terms and conditions of the debenture trustee agreement and the Debenture Trust Deed, and other applicable
statutory and/or regulatory requirements including those issued from time to time by SEBI, the GoI, and other
statutory/regulatory authorities relating to the offer, issue and listing of securities and any other documents that
may be executed in connection with the Bonds.
1. Authority for the Issue
The CBDT has, by virtue of power conferred upon it under section 10(15)(iv)(h) of the Income Tax
Act, has issued the CBDT Notification authorising our Company to issue the said Bonds up to an
aggregate amount of Rs. 5,000.00 crore during Fiscal 2016.
Our Company shall issue the Bonds up to an aggregate amount of Rs.3,711.50 crore* through this Issue
during Fiscal 2016.
*
In terms of the CBDT Notification, our Company has raised Rs. 151.00 crore. Rs. 1029.00 crore and Rs.108.50
crore on a private placement basis through Private Placement Offer Letters dated July 29, 2015, September 30,
2015 and October 7, 2015 respectively. Further, the Company may also raise Bonds through private placement
route in one or more tranches during the process of the present Issue, except during the Issue period. The
aggregate amount raised through the private placement route shall not exceed Rs. 1,500.00 crore, i.e. upto 30%
of the allocated limit for raising funds through the Bonds during the Fiscal 2016, at its discretion. Our
Company shall ensure that Bonds issued through the public issue route and private placement route in Fiscal
2016 shall together not exceed the allocated limit. In case our Company raises funds through private
placements during the process of the present Issue, except during the Issue period, until allotment, the Shelf
Limit for the Issue shall get reduced by such amount raised.
Subject to the Memorandum and Articles of Association of the Company, the Shareholders of the
Company at the Extra-ordinary General Meeting held on September 5, 2014, have passed a resolution
under Section 180 (1)(c) of the Companies Act, 2013 and rules made thereunder, as amended from
time to time, authorising the Board to borrow from time to time to the extent it deems requisite for the
purpose of the business (apart from temporary loans obtained in the ordinary course of business)
notwithstanding that such borrowings may exceed the aggregate of the paid up capital and its free
reserves (reserves not set apart for any specific purpose), provided that the total amount upto which the
moneys may be borrowed by the Board and outstanding at any one time shall not exceed a sum of Rs.
40,000.00 crore (Rupees Forty Thousand Crore). The aggregate value of the Bonds offered under this
Shelf Prospectus, together with the existing borrowings of our Company, is within the borrowing limits
of Rs. 40,000.00 crore (Rupees Forty Thousand Crore).
The Board of Directors have, pursuant to a resolution dated July 20, 2015, approved the Issue of ‘tax
free bonds’ in one or more tranche(s), of secured, redeemable, non-convertible, cumulative/ non-
cumulative debentures, having benefits under section 10(15) (iv) (h) of the Income Tax Act, for an
amount of up to Rs. 5,000.00 crore, subject to the provisions of the CBDT Notification.
2. Issue and status of Bonds
2.1. Public issue of tax free bonds of face value of Rs. 1,000.00 each in the nature of secured,
redeemable, non-convertible debentures, having benefits under section 10(15) (iv) (h) of the
Income Tax Act, aggregating up to Rs.3,711.50 crore* in one or more tranches in Fiscal 2016.
*
In terms of the CBDT Notification, our Company has raised Rs. 151.00 crore, Rs. 1029.00 crore and
Rs. 108.50 crore on a private placement basis through Private Placement Offer Letters dated July 29,
2015, September 30, 2015 and October 7, 2015 respectively. Further, the Company may also raise
Bonds through private placement route in one or more tranches during the process of the present
Issue, except during the Issue period. The aggregate amount raised through the private placement
route shall not exceed Rs. 1,500.00 crore, i.e. upto 30% of the allocated limit for raising funds through
the Bonds during the Fiscal 2016, at its discretion. Our Company shall ensure that Bonds issued
through the public issue route and private placement route in Fiscal 2016 shall together not exceed the
allocated limit. In case our Company raises funds through private placements during the process of the
132
present Issue, except during the Issue period, until allotment, the Shelf Limit for the Issue shall get
reduced by such amount raised.
2.2. The Bonds shall be secured pursuant to a Debenture Trust Deed and underlying security
documents. The Bondholders are entitled to the benefit of the Debenture Trust Deed and are
bound by and are deemed to have notice of all the provisions of the Debenture Trust Deed.
2.3. The bonds proposed to be issued are Secured by a first pari-passu charge on present and future
receivables of our Company to the extent of the amount mobilized under the Issue and interest
thereon. However, the Company reserves the right to sell or otherwise deal with the
receivables, both present and future, including without limitation to create a first/second charge
on pari-passu basis thereon for its present and future financial requirements, without requiring
the consent of, or intimation to, the Bondholders or the Debenture Trustee in this connection,
provided that a minimum security cover of 1 (one) time is maintained.For the purpose of
security cover in relation to interest, the amount of interest due for a period of one (1) year
shall be considered.
2.4. The claims of the Bond holders shall be superior to the claims of any unsecured creditors,
subject to applicable statutory and/or regulatory requirements.
3. Form, face value, title and listing etc.
3.1.1. Form of Allotment and Denomination
The Allotment of the Bonds shall be in a dematerialized form as well as physical form. Our
Company has made depository arrangements with CDSL and NSDL for the issuance of the
Bonds in dematerialized form, pursuant to the tripartite agreement dated September 20, 2011
among our Company, the Registrar and CDSL and the tripartite agreement dated September
20, 2011 among our Company, the Registrar and NSDL (collectively “Tripartite
Agreements”). As per SEBI circular dated July 27, 2012 the allotment can be done in physical
form only to investor who have no demat account. Therefore, only the investors not having a
demat account will be allotted Bonds in physical form however investors having a demat
account will have the option to convert demat bonds allotted to them into physical form as per
Depositories Act, 1996.
Our Company shall take necessary steps to credit the Depository Participant account of the
Applicants with the number of Bonds allotted in dematerialized form. The Bondholders
holding the Bonds in dematerialised form shall deal with the Bonds in accordance with the
provisions of the Depositories Act, and/or rules as notified by the Depositories from time to
time.
3.1.2. The Bondholders may rematerialize the Bonds issued in dematerialised form, at any time after
Allotment, in accordance with the provisions of the Depositories Act and/or rules as notified by
the Depositories from time to time.
3.1.3. In case of Bonds held in physical form, whether on Allotment or on rematerialization of Bonds
allotted in dematerialised form, our Company will issue one certificate for each Series of
Bonds to the Bondholder for the aggregate amount of the Bonds that are held by such
Bondholder (each such certificate, a “Consolidated Bond Certificate”). In respect of the
Consolidated Bond Certificate(s), our Company will, on receipt of a request from the
Bondholder within 30 Business Days of such request, split such Consolidated Bond
Certificate(s) into smaller denominations in accordance with the applicable
regulations/rules/act, subject to a minimum denomination of one Bond. No fees will be
charged for splitting any Consolidated Bond Certificate(s) and any stamp duty, if payable, will
be paid by the Bondholder. The request to split a Consolidated Bond Certificate shall be
accompanied by the original Consolidated Bond Certificate(s) which will, on issuance of the
split Consolidated Bond Certificate(s), be cancelled by our Company.
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3.1.4. Manner of allotment
3.1.4.1 Allotment of the Bonds will be in physical and dematerialised form. In terms of Bonds issued
in dematerialised form, our Company will take requisite steps to credit the demat accounts of
all Bondholders who have applied for the Bonds in dematerialised form within 12 Working
Days from the Issue Closure Date.
3.1.4.2 Our Company will also issue Letters of Allotment to all Bondholders who have applied for the
Bonds in dematerialised form within 12 Working Days from the Issue Closure Date.
Subsequent to the payment of the consolidated stamp duty on the Bonds, and upon the issuance
of the order from the Collector evidencing the payment of such consolidated stamp duty, our
Company and the Registrar shall dispatch Consolidated Bond Certificates to all Bondholders
holding Letters of Allotment (in terms of the Register of Bondholders as maintained by the
Registrar), no later than six months from the date of Allotment (in accordance with section 56
of the Companies Act, 2013). Upon receipt by Bondholders of such Consolidated Bond
Certificates as dispatched by the Registrar and the Company, the Letters of Allotment shall
stand cancelled without any further action. Prospective Bondholders should note that once
Consolidated Bond Certificates have been duly dispatched to all Bondholders who had applied
for Bonds in physical form, our Company shall stand discharged of any liabilities arising out of
any fraudulent transfer of the Bonds purported to be effected through Letters of Allotment.
3.2. Face Value
The face value of each Bond is Rs. 1,000.00.
3.3. Title
3.3.1 In case of:
i) the Bond held in the dematerialised form, the person for the time being appearing in
the register of beneficial owners maintained by the Depositories; and
ii) the Bond held in physical form, the person for the time being appearing in the Register
of Bondholders (as defined below) as Bondholder,
shall be treated for all purposes by our Company, the Debenture Trustee, the Depositories
and all other persons dealing with such persons the holder thereof and its absolute owner for
all purposes whether or not it is overdue and regardless of any notice of ownership, trust or
any interest in it or any writing on, theft or loss of the Consolidated Bond Certificate issued
in respect of the Bonds and no person will be liable for so treating the Bondholder.
3.3.2 No transfer of title of a Bond will be valid unless and until entered on the Register of
Bondholders or the register of beneficial owners, maintained by the Depositories and/or our
Company or the Registrar to the Issue prior to the Record Date. In the absence of transfer being
registered, interest and/or Maturity Amount, as the case may be, will be paid to the person,
whose name appears first in the Register of Bondholders maintained by the Depositories and
/or our Company and/or the Registrar to the Issue, as the case may be. In such cases, claims, if
any, by the purchasers of the Bonds will need to be settled with the seller of the Bonds and not
with our Company or the Registrar to the Issue.
3.4. Listing
The Bonds will be listed on the BSE(Designated Stock Exchange). If the permission to list and trade
the Bonds is not granted by BSE, our Company shall forthwith repay, without interest, all such moneys
received from the Applicant. If such monies are not repaid within the period specified under
Companies Act, 2013, our Company and every officer in default shall be liable to pay interest at 15%
per annum for delayed period on application money. Our Company shall use best efforts to ensure that
all steps for the completion of the necessary formalities for listing and commencement of trading at
BSE will be taken within 12 Working Days from the Issue Closing Date.
134
3.5. Market Lot
The Bonds shall be allotted in physical as well as dematerialised form. In terms of the SEBI Debt
Regulations, the trading of the Bonds shall be in dematerialised form only. Since, the trading of Bonds
is in dematerialized form, the tradable lot for the Bonds is one Bond (“Market Lot”).
3.6. Procedure for rematerialisation of Bonds
Bondholders who wish to hold the Bonds in physical form, after having opted for Allotment in
dematerialised form may do so by submitting a request to their Depository Participant, in accordance
with the applicable procedure stipulated by the Depository Participant. For more information, see
“Form of Allotment and Denomination” on page 133 of this Shelf Prospectus.
3.7. Procedure for dematerialisation of Bonds
Bondholders who have been allotted Bonds in physical form and wish to hold the Bonds in
dematerialized form may do so by submitting his or her request to his or her Depository Participant in
accordance with the applicable procedure stipulated by the Depository Participant.
4. Transfer of the Bonds, issue of Consolidated Bond Certificates, etc.
4.1. Register of Bondholders
Our Company shall maintain at its registered office or such other place, as permitted by section
88 of the Companies Act, 2013 a register of Bondholders containing such particulars of the
legal owners of the Bonds. Further, the register of beneficial owners maintained by
Depositories for any Bond in dematerialised form under Section 11 of the Depositories Act
shall also be deemed to be a register of Bondholders for this purpose.
4.2. Transfers
4.2.1 Transfer of Bonds held in dematerialised form:
In respect of Bonds held in the dematerialised form, transfers of the Bonds may be
effected, only through the Depositories where such Bonds are held, in accordance
with the provisions of the Depositories Act and/or rules as notified by the
Depositories from time to time. The Bondholder shall give delivery instructions
containing details of the prospective purchaser’s Depository Participant’s account to
his Depository Participant. If a prospective purchaser does not have a Depository
Participant account, the Bondholder may rematerialize his or her Bonds and transfer
them in a manner as specified in 4.2.2 below.
4.2.2 Transfer of Bonds in physical form:
The Bonds may be transferred in a manner as may be prescribed by our Company for
the registration of transfer of Bonds. Purchasers of Bonds are advised to send the
Consolidated Bond Certificate to our Company or to such persons as may be notified
by our Company from time to time. If a purchaser of the Bonds in physical form
intends to hold the Bonds in dematerialised form, the Bonds may be dematerialized
by the purchaser through his or her Depository Participant in accordance with the
provisions of the Depositories Act and/or rules as notified by the Depositories from
time to time.
The payment of stamp duty on transfer of Bonds as well as the execution of

instrument of transfer as required under Section 56 of the Companies Act, 2013 has
been exempted by Government of India’s Notification No. GSR 463(E) dated June 5,
2015. The Company will register the transfer of Bonds, provided the Bond Certificate
with the details of name, address, occupation, if any, and signature of the transferee
on the reverse of the Bond Certificate is delivered to the address of the Registrar
mentioned herein, by registered post or by hand delivery. No stamp duty is payable
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under the said notification on such transfers. The Company shall on being satisfied
and subject to the provisions of the Articles of Association register the transfer of
such Bonds in its books.
4.3. Formalities free of charge
Registration of a transfer of Bonds and issuance of new Consolidated Bond Certificates will
be effected without charge by or on behalf of our Company, but on payment (or the giving of
such indemnity as our Company may require) in respect of any tax or other governmental
charges which may be imposed in relation to such transfer, and our Company being satisfied
that the requirements concerning transfers of Bonds, have been complied with.
4.4 Debenture Redemption Reserve (“DRR”)
Section 71 of the Companies Act, 2013, read with Rule 18 made under Chapter IV of the
Companies Act, 2013, requires that any company that intends to issue debentures must create
a DRR for the purpose of redemption of debentures, in accordance with the following
conditions: (a) the DRR shall be created out of the profits of the company available for
payment of dividend, (b) the DRR shall be equivalent to atleast 25% of the amount raised
through public issue of debentures in accordance with the SEBI Debt Regulations in case of
HFCs registered with NHB and no DRR is required in case of privately placed debentures.
Accordingly our Company is required to create DRR of 25% of the value of Bonds issued
through the Issue. In addition, as per Rule 18(7) (e) under Chapter IV of the Companies Act,
2013, the amounts credited to DRR shall not be utilised by our Company except for the
redemption of the Bonds. Every company required to maintain or create DRR shall before the
30th day of April of each year, deposit or invest, as the case may be, a sum which shall not be
less than 15% of the amount of its debentures maturing during the year ending on the 31 st day
of March, following any one or more of the following methods: (a) in deposits with any
scheduled bank, free from charge or lien ; (b) in unencumbered securities of the Central
Government or of any State Government; (c) in unencumbered securities mentioned clauses
(a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds
issued by any other company which is notified under clause (f) of section 20 of the Indian
Trusts Act, 1882. The amount deposited or invested, as the case may be, shall not be utilised
for any purpose other than for the repayment of debentures maturing during the year referred
to above, provided that the amount remaining deposited or invested, as the case may be, shall
not at any time fall below 15% of the amount of debentures maturing during the 31 st day of
March of that year.
5. Application Amount
The Bonds are being issued at par and full amount of face value per Bond is payable on application.
Eligible Applicants can apply for any amount of the Bonds subject to a minimum application size, as
specified in the Tranche Prospectus(es) across any of the Series(s) or a combination thereof. The
Applicants will be allotted the Bonds in accordance with the Basis of Allotment.
6. Deemed Date of Allotment
Deemed Date of Allotment shall be the date on which the Board of Directors of our Company or any
Committee thereof or the Chairman and Managing Director approves the Allotment of the Bonds for
each Tranche Issue. All benefits under the Bonds including payment of interest will accrue to the
Bondholders from the Deemed Date of Allotment. Actual Allotment may occur on a date other than the
Deemed Date of Allotment.
7. Subscription
7.1. Period of Subscription
The Issue shall remain open for the period mentioned below:
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Issue Opens on As specified in the Tranche Prospectus
Issue Closes on As specified in the Tranche Prospectus
The Issue shall remain open for subscription from 10:00 a.m. till 5:00 p.m. (Indian Standard
Time) for the period mentioned above, with an option for early closure or extension by such
period as may be decided by the Board of Directors or a duly constituted committee thereof, or
the Chairman and Managing Director. In the event of such early closure or extension of the
subscription list of the Issue, our Company shall ensure that public notice of such early closure
is published on or before the day of such early date of closure through advertisement/s in at
least one leading national daily newspaper.
7.2. Underwriting
The Issue is not underwritten
7.3. Minimum Subscription
In terms of the SEBI Circular no. CIR/IMD/DF/12/ 2014 dated June 17, 2014, minimum
subscription limit is not applicable for issuers issuing tax free bonds, as specified by CBDT.
Further, under the SEBI Debt Regulations, our Company may stipulate a minimum
subscription amount which it seeks to raise. Our Company has decided to set no minimum
subscription for the Issue.
8. Interest
8.1. Interest
For Bondholders falling under Category I, II and III, the Bonds under Tranche [●] Series [●],
and the Tranche [●] Series [●] shall carry interest at the coupon rate of [●]% p.a. and [●]% p.a.,
respectively, payable annually from, and including, the Deemed Date of Allotment up to, but
excluding, their respective Maturity Dates, payable on the “Interest Payment Date”, to the
Bondholders as of the relevant Record Date. The annualised yield to Category I, II and III
Bondholders would be [●]% p.a. and [●]% p.a. for the Bonds under Tranche [●] Series [●] and
Tranche [●] Series [●], respectively.
For Bondholders falling under Category IV, the Bonds under Tranche [●] Series [●] and the
Tranche [●] Series [●] shall carry interest at the coupon rate of [●]% p.a. and [●]% p.a.,
respectively, payable annually from, and including, the Deemed Date of Allotment up to, but
excluding, their respective Maturity Dates, payable on the “Interest Payment Date”, to the
Bondholders as of the relevant Record Date. The annualised yield to Category IV Bondholders
would be [●]% p.a. and [●]% p.a. for the Bonds under Tranche [●] Series [●] and Tranche [●]
Series [●], respectively.
The coupon rates indicated under the Tranche [●] Series[●] Bonds and the Tranche [●]
Series[●] Bonds shall be payable only on the Bonds allotted to Category IV investors in the
Issue. Such coupon is payable only if on the Record Date for payment of interest, the Bonds are
held by investors falling under Category IV.
In case the Bonds allotted under the Tranche [●] Series[●] Bonds and the Tranche [●] Series[●]
Bonds are transferred by Category IV investors to investors falling under Category I, Category
II and or Category III, the coupon rate on such Bonds shall stand at par with coupon rate
applicable on the for Tranche [●] Series[●] Bonds and the Tranche [●] Series[●] Bonds,
respectively.
If the Bonds allotted under Tranche [●] Series [●] and the Tranche [●] Series [●] are sold/
transferred by Category IV investors to other investors falling under Category IV as on the
Record Date, the coupon rates on such Bonds shall remain unchanged.
The Bonds allotted under Tranche [●] Series[●] and Tranche [●] Series[●]shall continue to
carry the specified coupon rate if on the Record Date, such Bonds are held by Category IV
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Investors;
If on any Record Date, the original Category IV Allottees/ transferee(s) hold the Bonds allotted
under Tranche [●] Series [●], Tranche [●] Series [●], Tranche [●] Series [●] and Tranche [●]
Series [●] for an aggregate face value amount of over Rs. 10 lakhs, then the coupon rate
applicable to such Category IV Allottees/transferee(s) on Bonds allotted under Tranche [●]
Series [●] and Tranche [●] Series [●] shall stand at par with coupon rates applicable for
Tranche [●] Series[●] and Tranche [●] Series [●], respectively. Furthermore, if on any Record
Date, the original Retail Individual Investor Allotee(s)/transferee(s) hold the Bonds under
Tranche [●] Series [●], Tranche [●] Series [●], Tranche [●] Series [●] and Tranche [●] Series
[●] for an aggregate face value amount of over Rs. 10 lakh, then the coupon rate applicable to
such Retail Individual Investor Allottee(s)/transferee(s) on Bonds under Tranche [●] Series [●]
and Tranche [●] Series [●] shall stand at par with coupon rate applicable on Tranche [●] Series
[●] and Tranche [●] Series [●], respectively;
Bonds allotted under Tranche [●] Series [●] and Tranche [●] Series [●]shall carry coupon rates
indicated above until the maturity of the respective Series of Bonds irrespective of Category of
holder(s) of such Bonds;
For avoidance of doubt, it is clarified that for the purpose of classifying the Investors into
various categories, the Applications will be consolidated on the basis of PAN.
8.2. Day count convention
Interest on the Bonds shall be computed on an actual basis for the broken period, if any.
8.3. Interest on Application Amounts
8.3.1. Interest on application monies received which are used towards allotment of
Bonds
We shall pay interest on Application Amounts on the amount allotted, subject to

deduction of income tax under the provisions of the Income Tax Act, as applicable,
to any Applicants to whom Bonds are Allotted (except for ASBA Applicants)
pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) as
specified in the Tranche Prospectus.
A tax deduction certificate will be issued for the amount of income tax so deducted.
We may enter into an arrangement with one or more banks in one or more cities for
direct credit of interest to the account of the applicants. Alternatively, interest
warrants will be dispatched along with the Letter(s) of Allotment at the sole risk of
the applicant, to the sole/first applicant.
8.3.2. Interest on application monies received which are liable to be refunded
We shall pay interest on Application Amounts which is liable to be refunded to the

Applicants (other than Application Amounts received after the Issue Closure Date,
and ASBA Applicants) subject to deduction of income tax under the provisions of
the Income Tax Act, as applicable, as specified in the Tranche Prospectus. Such
interest shall be paid along with the monies liable to be refunded. Interest warrant
will be dispatched/credited (in case of electronic payment) along with the letter(s) of
refund at the sole risk of the Applicant, to the sole/first Applicant.
A tax deduction certificate will be issued for the amount of income tax so deducted.
Provided that, notwithstanding anything contained hereinabove, our Company shall

not be liable to pay any interest on monies liable to be refunded in case of (a) invalid
Applications or Applications liable to be rejected, and/or (b) applications which are
withdrawn by the applicant, and/or (c) monies paid in excess of amount of the Bonds
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applied for in the Application Form. See the section titled “Issue Procedure –
Rejection of Applications” on page 168 of this Shelf Prospectus.
8.3.3. Interest in case of Delay
The Company undertakes to pay interest in connection with any delay in Allotment,
dematerialised credit and refunds, beyond the time limits prescribed under applicable
statutory and/or regulatory requirements, at such rates as stipulated under applicable
statutory and/or regulatory requirements.
9. Redemption
9.1. The face value of the Bonds will be redeemed at par, on the respective Maturity Dates of each
of the Bond Series.
9.2. Procedure for Redemption by Bondholders
The procedure for redemption is set out below:
9.2.1. Bonds held in electronic form:
No action is required on the part of Bondholders at the time of maturity of the Bonds.
9.2.2. Bonds held in physical form:
No action will ordinarily be required on the part of the Bondholder at the time of
redemption, and the Maturity Amount will be paid to those Bondholders whose names
appear in the Register of Bondholders maintained by our Company on the Record
Date fixed for the purpose of redemption without there being a requirement for the
surrender of the physical Consolidated Bond Certificate(s). Our Company shall stand
discharged of any liabilities arising out of any fraudulent transfer of the Bonds or non-
registration of transfer of Bonds with our Company.
10. Payments
10.1. Payment of Interest on Bonds
Payment of interest on the Bonds will be made to those Bondholders whose name appears first
in the Register of Bondholders maintained by the Depositories and/or our Company and/or the
Registrar to the Issue, as the case may be as, on the Record Date.
As per SEBI Listing Regulations, our Company shall intimate to BSE at least eleven
working days before the date on and from which the Interest on Bonds, and Redemption
Amount of Bonds shall be payable. Further, our Company shall submit a certificate to the
Stock Exchange within two days of the interest or principal or both becoming due that it
has made timely payment of interests or principal obligations or both in respect of the
Bonds.
10.2. Record Date
The record date for the payment of interest or the Maturity Amount shall be 15 Business Days
prior to the date on which such amount is due and payable (“Record Date”). In case of
redemption of Bonds, the trading in the Bonds shall remain suspended between the record
date and the date of redemption. In the event the Record Date falls on a Saturday, Sunday
or a public holiday in New Delhi, the succeeding Business Day will be considered as the
Record Date. Further, in terms of SEBI Listing Regulations, our Company shall give
notice of the Record Date at least 7 (seven) working days (excluding the date of intimation
and the record date) in advance to the BSE or of as many days as BSE may agree to.
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10.3. Effect of holidays on payments
If any Coupon/Interest Payment Date falls on a day that is not a Business Day, the
payment shall be made on the immediately succeeding Business Day along with interest
for such additional period. Further, interest for such additional period so paid, shall be
deducted out of the interest payable on the subsequent Coupon/Interest Payment Date. If
the Redemption Date/Maturity Date (also being the last Coupon/Interest Payment Date)
of any Series of the Bonds falls on a day that is not a Business Day, the redemption
proceeds shall be paid on the immediately preceding Business Day along with interest
accrued on the Bonds until but excluding the date of such payment.
The illustration for guidance in respect of the day count convention and effect of
holidays on payments, as required by SEBI Circular No. CIR/IMD/DF/18/2013 October
29, 2013 will be a disclosed in the relevant Tranche Prospectus(es).
10.4. Whilst our Company will use the electronic mode for making payments, where facilities for
electronic mode of payments are not available to the Bondholder or where the information
provided by the Applicant is insufficient or incomplete, our Company proposes to use other
modes of payment to make payments to the Bondholders, including through the dispatch of
cheques through courier, speed post, registered post or such other modes as may be allowed
under prevailing regulations, to the address provided by the Bondholder and appearing in the
Register of Bondholders maintained by the Depositories and/or our Company and/or the
Registrar to the Issue, as the case may be as, on the Record Date. Our Company shall pay
interest as specified in the Tranche Prospectus, in the event that such payments are delayed
beyond a period of eight days after our Company becomes liable to pay such amounts (except
if such delays are on account of delay in postal channels of the country or for reasons beyond
control of the Company).
10.5. Our Company’s liability to the Bondholders including for payment or otherwise shall stand
extinguished from the Maturity Date or on dispatch of the amounts paid by way of principal
and/or interest to the Bondholders. Further, our Company will not be liable to pay any interest,
income or compensation of any kind accruing subsequent to the Maturity Date.
11. Manner and Mode of Payment
11.1. Manner of Payment:
All payments to be made by our Company to the Bondholders shall be made in any of the
following manners:
11.1.1. For Bonds applied or held in electronic form:
The bank details will be obtained from the Depositories for payments. Investors who
have applied or who are holding the Bond in electronic form, are advised to
immediately update their bank account details as appearing on the records of their
Depository Participant. Failure to do so could result in delays in credit of the
payments to investors at their sole risk and neither the Lead Managers nor our
Company shall have any responsibility and undertake any liability for such delays on
part of the investors.
11.1.2. For Bonds held in physical form
The bank details will be obtained from the Registrar to the Issue for effecting
payments.
11.2. Modes of Payment
The mode of interest/ refund (except for refunds to ASBA Applicants)/ redemption payments
shall be undertaken in one of the following mode:
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11.2.1. Direct Credit
Applicants having bank accounts with the Refund Bank, as per the demographic
details received from the Depositories shall be eligible to receive refunds through
direct credit.
Our Company shall not be responsible for any delay to the Bondholder receiving
credit of interest or refund or Maturity Amount so long as our Company has initiated
the process in time.
11.2.2. NECS
Through NECS for Applicants having an account at any of the centres notified by the
RBI. This mode of payment will be subject to availability of complete bank account
details including the Magnetic Ink Character Recognition (“MICR”) code as
appearing on a cheque leaf, from the Depositories.
11.2.3. Real Time Gross Settlement (“RTGS”)
Applicants having a bank account with a bank branch which is RTGS enabled as per
the information available on the website of RBI and whose payment amount exceeds
Rs. 2.00 lacs (or as may be specified by the RBI from time to time) shall be eligible to
receive refund through RTGS, provided the demographic details downloaded from the
Depositories contain the nine digit MICR code of the Applicant’s bank which can be
mapped with the RBI data to obtain the corresponding Indian Financial System Code
(“IFSC”). Charges, if any, levied by the Refund Bank for the same would be borne by
our Company. Charges, if any, levied by the Applicant’s bank receiving the credit
would be borne by the Applicant.
11.2.4. National Electronic Fund Transfer (“NEFT”)
Payment of refund shall be undertaken through NEFT wherever the Applicants’ bank
branch is NEFT enabled and has been assigned the IFSC, which can be linked to an
MICR code of that particular bank branch. IFSC Code will be obtained from the
website of RBI as on a date prior to the date of payment of refund, duly mapped with
an MICR code. Wherever the Applicants have registered their MICR number and their
bank account number while opening and operating the beneficiary account, the same
will be duly mapped with the IFSC Code of that particular bank branch and the
payment will be made to the Applicants through this method. The process flow in
respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is
subject to operational feasibility, cost and process efficiency and the past experience
of the Registrar to the Issue. In the event NEFT is not operationally feasible, the
payment would be made through any one of the other modes as discussed in this
section.
11.2.5. Cheques or demand drafts
By cheques or demand drafts made in the name of the Bondholders whose names
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appear in the Register of Bondholders as maintained by our Company and/or as
provided by the Depositories. All cheques or demand drafts as the case may be, shall
be sent by registered/speed post/courier or such other mode as may be allowed under
prevailing regulations, at the Bondholder’s sole risk.
11.3. Printing of bank particulars
As a matter of precaution against possible fraudulent encashment of refund orders and

interest/redemption warrants due to loss or misplacement, the particulars of the Applicant’s
bank account are mandatorily required to be provided for printing on the orders/warrants.
Applications without these details are liable to be rejected. However, in relation to
Applications for dematerialised Bonds, these particulars will be taken directly from the
Depositories. In case of Bonds held in physical form either on account of rematerialisation or
transfer, the Bondholders are advised to submit their bank account details with the Registrar to
the Issue before the Record Date, failing which the amounts will be dispatched to the postal
address of the Bondholders at the Bondholder’s sole risk. Bank account particulars will be
printed on the orders/warrants which can then be deposited only in the account specified.
12. Special Tax Benefits
For the details of tax benefits, see the section titled “Statement of Tax Benefits” on page 52 of this
Shelf Prospectus.
13. Taxation
The Bonds are tax free in nature and the interest on the Bonds will not form part of the total income.
For further details, see the section titled “Statement of Tax Benefits” on page 52 of this Shelf
Prospectus.
14. Security
The bonds proposed to be issued are secured by a first pari-passu charge on present and future
receivables of our Company to the extent of the amount mobilized under the Issue and interest thereon.
However, HUDCO reserves the right to sell or otherwise deal with the receivables, both present and
future, including without limitation to create a first/second charge on pari-passu basis thereon for its
present and future financial requirements without requiring the consent of, or intimation to, the
Bondholders or the Debenture Trustee in this connection, provided that a minimum security cover of 1
(one) time is maintained. For the purpose of security cover in relation to interest, the amount of interest
due fora period of one (1) year shall be considered.
The Company undertakes to execute necessary documents for the creation of the charge, where
applicable, including the Debenture Trust Deed within the time frame prescribed in the SEBI Debt
Regulations and other relevant regulations/act/rules etc. and the same would be uploaded on the website
of the Designated Stock Exchange, where the debt securities are proposed to be listed, within five
working days of execution of the same. The Debenture holders are entitled to the benefit of the
Debenture Trust Deed and are bound by and are deemed to have notice of all provisions of the
Debenture Trust Deed.
The Company has obtained NOC from the existing debenture trustees/ lenders for creation and sharing
of pari passu security interest as aforesaid.
15. Events of default
15.1. The Debenture Trustee at its discretion may, or if so requested in writing by the holders of not
less than 75% in principal amount of the Bonds then outstanding or if so directed by a Special
Resolution shall (subject to being indemnified and/or secured by the Bondholders to its
satisfaction), give notice to our Company specifying that the Bonds and/or any particular
Series of Bonds, in whole but not in part are and have become due and repayable at the early
redemption amount on such date as may be specified in such notice, among other things, if
any of the events listed in 15.2 below occur.
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15.2. The complete list of events of default shall be as specified in the Debenture Trust Deed.
15.3. The early redemption amount payable on the occurrence of an event of default shall be as
detailed in the Debenture Trust Deed.
15.4. If an event of default occurs which is continuing, the Debenture Trustee may with the
consent of the Bondholders, obtained in accordance with the provisions of the Debenture
Trust Deed, and with a prior written notice to our Company, take action in terms of the
Debenture Trust Deed.
15.5. In case of default in the redemption of Bonds, in addition to the payment of interest and all
other monies payable hereunder on the respective due dates, our Company shall also pay
interest on the defaulted amounts.
16. Bondholders’ rights, nomination, etc.
16.1. Rights of Bondholders
Some of the significant rights available to the Bondholders are as follows:
a) The Bonds shall not, except as provided in the Companies Act, 2013 confer on
Bondholders any rights or privileges available to members of our Company including
the right to receive notices or annual reports of, or to attend and / or vote, at the
Company’s general meeting(s). However, if any resolution affecting the rights of the
Bondholders is to be placed before the shareholders, such resolution will first be placed
before the concerned registered Bondholders for their consideration. In terms of
Section 136 of the Companies Act, 2013, Bondholders shall be entitled to a copy of the
balance sheet on a specific request made to the Company.
b) The rights, privileges and conditions attached to the Bonds may be varied, modified
and/or abrogated with the consent in writing of the Bond holders of at least three-
fourths of the outstanding amount of the Bonds or with the sanction of a special
resolution passed at a meeting of the concerned Bondholders. However, in the event
that such consent or special resolution pertains to modification or variation of the
terms and conditions governing the Bonds, such consent or resolution shall not be
operative against our Company in the event that such consent or resolution is not
acceptable to the Company.
c) The registered Bondholder or in case of joint-holders, the person whose name stands
first in the Register of Bondholders shall be entitled to vote in respect of such Bonds,
either by being present in person or, where proxies are permitted, by proxy, at any
meeting of the concerned Bondholders summoned for such purpose and every such
Bondholder shall be entitled to one vote on a show of hands and on a poll, his or her
voting rights shall be in proportion to the outstanding nominal value of Bonds held by
him or her on every resolution placed before such meeting of the Bondholders.
d) Bonds may be rolled over with the consent in writing of the holders of at least three-
fourths of the outstanding amount of the Bonds or with the sanction of a Special
Resolution passed at a meeting of the concerned Bondholders after providing at least
21 days prior notice for such roll-over and in accordance with the SEBI Debt
Regulations. Our Company shall redeem the Bonds of all the Bondholders, who have
not given their positive consent to the roll-over.
e) For Secured Bonds in physical form, a register of debenture holders will be

maintained in accordance with section 88 of the Companies Act, 2013 and all interest
and principal sums becoming due and payable in respect of the Secured Bonds will
be paid to the registered holder thereof for the time being or in the case of joint-
holders, to the person whose name stands first in the register of debenture holders as
on the Record Date. For Secured Bonds in dematerialized form, all interest and
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principal sums becoming due and payable in respect of the Secured Bonds will be
paid to the person for the time being appearing in the register of beneficial owners of
the Depository. In terms of Section 88(3) of the Companies Act, 2013, the register of
beneficial owners maintained by a Depository for any Secured Bonds in
dematerialized form under Section 11 of the Depositories Act shall be deemed to be a
register of debenture holders for this purpose.
f) The Secured Bonds are subject to the provisions of the SEBI Debt Regulations, the
Companies Act, applicable provisions of the Companies Act, 2013, our
Memorandum and Articles of Association, the terms of this Shelf Prospectus, the
Application Forms, the terms and conditions of the Debenture Trust Deed,
requirements of the RBI, other applicable statutory and/or regulatory requirements
relating to the issue and listing, of securities and any other documents that may be
executed in connection with the Secured Bonds.
The above rights of Bondholders are merely indicative. The final rights of the
Bondholders will be as per the terms of the Shelf Prospectus, respective Tranche
Prospectus(es) and Debenture Trust Deed to be executed by our Company with the
Debenture Trustee.
Special Resolution for the purpose of this section is a resolution passed at a meeting of
Bondholders of at least three-fourths of the outstanding amount of the Bonds, present
and voting.
16.2. Succession
Where Bonds are held in joint names and one of the joint holders dies, the survivor(s) will be
recognized as the Bondholder(s) in accordance with the applicable laws. It will be sufficient
for our Company to delete the name of the deceased Bondholder after obtaining satisfactory
evidence of his death, provided that a third person may call on our Company to register his
name as successor of the deceased Bondholder after obtaining evidence such as probate of a
will for the purpose of proving his title to the Bonds. In the event of demise of the sole or first
holder of the Bonds, our Company will recognize the executors or administrator of the
deceased Bondholders, or the holder of the succession certificate or other legal representative
as having title to the Bonds only if such executor or administrator obtains and produces probate
of will or letter of administration or is the holder of the succession certificate or other legal
representation, as the case may be, from an appropriate court in India. The Board of Directors
of our Company in their absolute discretion may, in any case, dispense with production of
probate of will or letter of administration or succession certificate or other legal representation.
16.3. Nomination Facility to Bondholder
16.3.1. In accordance with Section 72 of the Companies Act, 2013, the sole Bondholder or
first Bondholder, along with other joint Bondholders (being individual(s)) may
nominate any one person (being an individual) who, in the event of death of the sole
holder or all the joint-holders, as the case may be, shall become entitled to the Bond.
A person, being a nominee, becoming entitled to the Bond by reason of the death of
the Bondholders, shall be entitled to the same rights to which he will be entitled if he
were the registered holder of the Bond. Where the nominee is a minor, the
Bondholders may make a nomination to appoint any person to become entitled to the
Bond(s), in the event of his death, during the minority. A nomination shall stand
rescinded on sale of a Bond by the person nominating. A buyer will be entitled to
make a fresh nomination in the manner prescribed. When the Bond is held by two or
more persons, the nominee shall become entitled to receive the amount only on the
demise of all the Bondholders. Fresh nominations can be made only in the prescribed
form available on request at our Company’s administrative office or at such other
addresses as may be notified by our Company.
16.3.2. The Bondholders are advised to provide the specimen signature of the nominee to our
Company to expedite the transmission of the Bond(s) to the nominee in the event of
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demise of the Bondholders. The signature can be provided in the Application Form or
subsequently at the time of making fresh nominations. This facility of providing the
specimen signature of the nominee is purely optional.
16.3.3. In accordance with Section 72 read with Rules under Chapter IV of the Companies
Act, 2013, any person who becomes a nominee under any applicable laws shall on
the production of such evidence as may be required by our Company’s Board or
Committee of Directors, or the Chairman and Managing Director, as the case may be,
elect either:
(a) to register himself or herself as the holder of the Bonds; or
(b) to make such transfer of the Bonds, as the deceased holder could have made.
16.3.4. Notwithstanding anything stated above, Applicants who are allotted bonds in
dematerialised form need not make a separate nomination with our Company.
Nominations registered with the respective Depository Participant of the Bondholder
will prevail. If the Bondholders require changing their nomination, they are requested
to inform their respective Depository Participant. For Applicants who opt to hold the
Bonds in physical form, the Applicants are require to fill in the details for ‘nominees’
as provided in the Application Form.
16.3.5. Further, our Company’s Board or Committee of Directors or the Chairman and
Managing Director, as the case may be, may at any time give notice requiring any
nominee of the deceased holder to choose either to be registered himself or herself or
to transfer the Bonds, and if the notice is not complied with, within a period of 90
days, our Company’s Board or Committee of Directors or the Chairman and
Managing Director, as the case may be, may thereafter withhold payment of all
interests or other monies payable in respect of the Bonds, until the requirements of
the notice have been complied with.
17. Debenture Trustee
17.1. Our Company has appointed SBICAP Trustee Company Limited to act as the Trustee for the
Bondholders. Our Company intends to enter into a Debenture Trust Deed with the Debenture
Trustee, the terms of which will govern the appointment and functioning of the Debenture
Trustee and shall specify the powers, authorities and obligations of the Debenture Trustee.
Under the terms of the Debenture Trust Deed, our Company will covenant with the Debenture
Trustee that it will pay the Bondholders the principal amount on the Bonds on the relevant
Maturity Date and also that it will pay the interest due on Bonds on the rate specified under
the respective Tranche Prospectus(es) under which allotment has been made.
17.2. The Bondholders shall, without further act or deed, be deemed to have irrevocably given their
consent to the Debenture Trustee or any of their agents or authorised officials to do all such
acts, deeds, matters and things in respect of or relating to the Bonds as the Trustee may in their
absolute discretion deem necessary or require to be done in the interest of the Bondholders.
Any payment made by our Company to the Debenture Trustee on behalf of the Bondholders
shall discharge our Company pro tanto to the Bondholders. All the rights and remedies of the
Bondholders shall vest in and shall be exercised by the Debenture Trustee without reference
to the Bondholders. No Bondholder shall be entitled to proceed directly against our Company
unless the Debenture Trustee, having become so bound to proceed, failed to do so.
17.3. The Debenture Trustee will protect the interest of the Bondholders in the event of default by
our Company in regard to timely payment of interest and repayment of principal and they will
take necessary action at our Company’s cost. Further, the Debenture Trustee shall ensure that
the assets of our Company are sufficient to discharge the principal amount at all time under
this Issue.
18. Miscellaneous
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18.1. Loan against Bonds
The Bonds can be pledged or hypothecated for obtaining loans from lending institutions in
accordance with the lending policies of the concerned institutions.
18.2. Lien
Our Company shall have the right of set-off and lien, present as well as future on the moneys
due and payable to the Bondholder or deposits held in the account of the Bondholder, whether
in single name or joint name, to the extent of all outstanding dues by the Bondholder to our
Company.
18.3. Lien on pledge of Bonds
Subject to applicable laws, our Company, at its discretion, may note a lien on pledge of Bonds
if such pledge of Bond is accepted by any bank, institution or others for any loan provided to
the Bondholder against pledge of such Bonds as part of the funding.
18.4. Joint-holders
Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same
as joint holders with benefits of survivorship subject to applicable laws.
18.5. Sharing of information
Our Company may, at its option, use its own, as well as exchange, share or part with any
financial or other information about the Bondholders available with our Company and affiliates
and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be
required and neitherour Company nor its affiliates nor their agents shall be liable for use of the
aforesaid information.
18.6. Notices
All notices to the Bondholders required to be given by our Company or the Trustee shall be
published in at least one national daily newspaper having wide circulation and/or, will be sent
by post/courier to the registered Bondholders from time to time.
18.7. Issue of duplicate Consolidated Bond Certificate(s)
If any Consolidated Bond Certificate is mutilated or defaced it may be replaced by our

Company against the surrender of such Consolidated Bond Certificates, provided that where
the Consolidated Bond Certificates are mutilated or defaced, they will be replaced only if the
certificate numbers and the distinctive numbers are legible.
If any Consolidated Bond Certificate is destroyed, stolen or lost then on production of proof
thereof to the Issuer’s satisfaction and on furnishing such indemnity/security and/or documents
as it may deem adequate, duplicate Consolidated Bond Certificate(s) shall be issued.
The above requirement may be modified from time to time as per applicable law and
practice.
18.8. Future borrowings
Our Company shall be entitled at any time in the future during the term of the Bonds or
thereafter to borrow or raise loans or create encumbrances or avail of financial assistance in
any form, and also to issue promissory notes or bonds or any other securities in any form,
manner, ranking and denomination whatsoever and to any eligible persons whatsoever and to
change its capital structure including through the issue of shares of any class, on such terms
and conditions as our Company may deem appropriate, without requiring the consent of, or
intimation to, the Bondholders or the Debenture Trustee in this connection.
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18.9. Jurisdiction
The Bonds, the Trust Deed and other relevant documents shall be governed by and construed in
accordance with the laws of India. For the purpose of this Issue and any matter related to or
ancillary to the Issue the Courts of New Delhi, India shall have exclusive jurisdiction.
18.10 Ranking of the Bonds
The Bonds proposed to be issued are secured by a first pari-passu charge on present and future
receivables of our Company to the extent of the amount mobilized under the Issue and interest
thereon. However, the Company reserves the right to sell or otherwise deal with the
receivables, both present and future, including without limitation to create a first/second charge
on pari-passu basis thereon for its present and future financial requirements without requiring
the consent of, or intimation to, the Bondholders or the Debenture Trustee in this connection,
provided that a minimum security cover of 1 (one) time is maintained. For the purpose of
security cover in relation to interest, the amount of interest due for a period of one (1) year
shall be considered.Accordingly, the Bonds would constitute direct and secured obligations of
the Company and will rank pari passu inter se to the claims of other secured creditors of the
Company having the same security and superior to the claims of any unsecured creditors of the
Company, now existing or in the future, subject to any obligations preferred under applicable
law.
18.11 Guarantee/Letter of Comfort
The Issue is not backed by a guarantee or letter of comfort or any other document and/or letter
with similar intent.
18.12 Buy Back of Bonds
Our Company may, at its sole discretion, from time to time, consider, subject to applicable
statutory and/or regulatory requirements, buy-back the Bonds, upon such terms and conditions
as may be decided by our Company.
18.13 Restriction on transfer of Bonds
There are currently no restrictions on transfers and transmission of Bonds and on their
consolidation/ splitting except as may be required under applicable statutory and/or regulatory
requirements including any RBI requirements and/or as provided in our Articles of
Association. Please see the section titled as “Main Provisions of Articles of Association of
the Company” of this Shelf Prospectus.
18.14 Credit Rating
CARE has assigned a rating of ‘CARE AAA’ to the Bonds vide letters dated October 19, 2015
and January 11, 2016. IRRPL has assigned a rating of ‘IND AAA’ to the Bonds vide letters
dated October 19, 2015 and January 11, 2016. For details in relation to the rationale for the
credit rating, please refer to the Annexure Bof this Shelf Prospectus.
18.15 Escrow Mechanism
Please refer to “Issue Procedure- Payment mechanism for non ASBA Applicants” on page
18.16 Right to re-issue Bonds
Subject to the provisions of the Companies Act, 1956 and the Companies Act, 2013, as
applicable on the date of this Shelf Prospectus, where we have fully redeemed or repurchased
any Bonds, we shall have and shall be deemed always to have had the right to keep such Bonds
in effect without extinguishment thereof, for the purpose of resale or re-issue and in exercising
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such right, we shall have and be deemed always to have had the power to resell or reissue such
Bonds either by reselling or re-issuing the same Bonds or by issuing other Bonds in their place.
The aforementioned right includes the right to reissue original Bonds.
18.17 Debenture holder Not a Shareholder
The Debenture holders will not be entitled to any of the rights and privileges available to
equity and/or preference shareholders of the Company, except to the extent of the right to
receive the annual reports of our Company and such other rights as may be prescribed under
the Companies Act, 2013 and the rules prescribed thereunder and the SEBI Listing
Regulations.
18.18 Put/Call Option
As per relevant Tranche Prospectus(es)
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ISSUE PROCEDURE
This section applies to all Applicants. ASBA Applicants and Applicants applying through the Direct Online
Application Mechanism (as defined hereinafter) should note that the ASBA process and the Direct Online
Application Mechanism involves application procedures that are different from the procedure applicable to all
other Applicants. Please note that all Applicants are required to pay the full Application Amount or ensure that
the ASBA Account has sufficient credit balance such that the entire Application Amount can be blocked by the
SCSB while making an Application. In case of ASBA Applicants, an amount equivalent to the full Application
Amount will be blocked by the SCSBs in the relevant ASBA Accounts.
ASBA Applicants should note that they may submit their ASBA Applications to the Members of the Syndicate or
Trading Members only at the Syndicate ASBA Application Locations, or directly to the Designated Branches of
the SCSBs. Applicants other than ASBA Applicants are required to submit their Applications to the Members of
the Syndicate or Trading Members (at the application centres of the Members of the Syndicate will be mentioned
in the Application Form)or make online Applications using the online payment gateway of the BSE.
Applicants are advised to make their independent investigations and ensure that their Applications do not
exceed the investment limits or maximum number of Bonds that can be held by them under applicable law or as
specified in this Shelf Prospectus.
Please note that as per Para 4 of SEBI Circular No. CIR/CFD/DIL/12/2012 dated September 13, 2012, for
making Applications by banks on own account using ASBA facility, SCSBs should have a separate account in
own name with any other SEBI registered SCSB/s. Such account shall be used solely for the purpose of making
Application in public issues and clear demarcated funds should be available in such account for ASBA
Applications.
Please note that this section has been prepared based on the circular no. CIR./IMD/DF-1/20/2012 dated July
27, 2012 issued by SEBI (“Debt Application Circular”). The procedure mentioned in this section is subject to
the BSE putting in place the necessary systems and infrastructure for implementation of the provisions of the
abovementioned circular, including the systems and infrastructure required in relation to Applications made
through the Direct Online Application Mechanism and the online payment gateways to be offered by the BSE
and accordingly is subject to any further clarifications, notification, modification, direction, instructions
and/or correspondence that may be issued by the BSE and/or SEBI, including SEBI Circular No.
CIR/IMD/DF/18/2013 October 29, 2013.
The following Issue procedure may consequently undergo change between the date of this Shelf Prospectus
and/or the Tranche Prospectus. Applicants are accordingly advised to carefully read the Shelf Prospectus,
Application Form, and the Tranche Prospectus in relation to any proposed investment. The information
below is given for the benefit of the Investors. The Company, the Registrar to the Issue, and the Lead
Managers shall not be liable for any amendment or modification or changes in applicable laws or
regulations, which may occur after the date of this Shelf Prospectus.
The Members of the Syndicate and the Company shall not be responsible or liable for any errors or omissions
on the part of trading members in connection with the responsibility of Trading Members in relation to
collection and upload of Applications in this issue on the electronic application platform provided by the
BSE. Further BSE will be responsible for addressing investor grievances arising from applications through
Trading Members.
Who can apply?^
The following categories of persons are eligible to apply in the Issue.
Category I
 Public Financial Institutions, scheduled commercial banks, multilateral and bilateral development
financial institutions, state industrial development corporations, which are authorised to invest in the
Bonds;
 Provident funds and pension funds with minimum corpus of Rs. 25 crore, which are authorised to invest
in the Bonds;
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 National Investment Fund (set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
the Government of India and published in the Gazette of India);
 Insurance funds set up and managed by the army, navy or air force of the Union of India or set up and
managed by the Department of Posts, India;
 Mutual funds registered with SEBI; and
 Alternative Investment Funds, subject to investment conditions applicable to them under the Securities
and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.
Category II
 Companies within the meaning of section 2(20) of the Companies Act, 2013*;
 Cooperative banks;
 Public/ private/ religious trusts;
 Limited Liability Partnerships;
 Regional rural banks;
 Societies registered under the applicable laws in India and authorised to invest in the Bonds;
 Association of Persons;
 Partnership firms in the name of partners; and
 Any other domestic legal entities/ persons as may be permissible under the CBDT Notification and
authorised to invest in the Bonds in terms of applicable laws.
*
The MCA has, through its circular (General Circular No. 06/2015) dated April 9, 2015, clarified that companies investing in tax-
free bonds wherein the effective yield on the bonds is greater than the prevailing yield of one year, three year, five year or ten year
Government Security closest to the tenor of the loan, there is no violation of sub-section (7) of section 186 of the Companies Act,
2013.
Category III
The following Investors applying for an amount aggregating to above Rs. 10 lakhs across all Series of Bonds in each
Tranche Issue:

 Hindu Undivided Families through the Karta
Category IV
The following Investors applying for an amount aggregating to up to and including Rs. 10 lakhs across all Series of
Bonds in each Tranche Issue:

Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory
and/or regulatory requirements in connection with the subscription to Indian securities by such categories of
persons or entities.
^ Applications from person resident outside India and foreign nationals (including FIIs, FPIs and NRIs applying on
repatriation basis and on non-repatriation basis) may be considered by the Company at their sole discretion subject to
applicable laws and receipt of necessary approvals.
permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of
Bonds pursuant to the Issue.
The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Issue.
The information below is given for the benefit of Applicants. Our Company and the Lead Managers are not liable
for any amendment or modification or changes in applicable laws or regulations, which may occur after the date
of this Shelf Prospectus.
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How to apply?
Availability of the Abridged Prospectus and Application Forms
Please note that there is a single Application Form for ASBA Applicants as well as non-ASBA Applicants
who are persons resident in India.
Copies of the Abridged Prospectus containing the salient features of the Tranche Prospectus (for a particular
Tranche Issue) together with Application Forms may be obtained from our Registered Office, the Lead
Managers, the Consortium Members and the Designated Branches of the SCSBs. Additionally the Tranche
Prospectus (for a particular Tranche Issue) and the Application Forms will be available for download on the
website of the BSE at www.bseindia.com and the websites of the Lead Managers atwww.axiscapital.co.in,
www.edelweissfin.com,www.icicisecurities.com, www.sbicaps.com and www.rrfinance.com/www.rrfcl.com
respectively.
Electronic Application Forms will also be available on the website of the BSE. A hyperlink to the website of the
BSE for this facility will be provided on the website of the Lead Managers and the SCSBs.
Trading Members can download Application Forms from the website of the BSE. Further, Application Forms
will also be provided to Trading Members at their request.
The prescribed colour of the Application Form for the Applicants is as follows:
Category Colour of the Application Form

Resident Indians (ASBA and non-ASBA Applicants) As will be specified in the Tranche Prospectus(es)
Methods of Application
An eligible investor desirous of applying in the Issue can make Applications by one of the following methods:
1. Applications through the ASBA process; and
2. Non-ASBA Applications.
Note – Applicants are requested to note that in terms of the Debt Application Circular, SEBI has mandated
issuers to provide, through a recognized stock exchange which offers such a facility, an online interface enabling
direct application by investors to a public issue of their debt securities with an online payment facility (“Direct
Online Application Mechanism”). In this regard, SEBI has, through the Debt Application Circular, directed
recognized stock exchanges in India to put in necessary systems and infrastructure for the implementation of the
Debt Application Circular and the Direct Online Application Mechanism. In the event that the BSE puts in
necessary systems, infrastructure and processes in place so as to enable the adoption of the Direct Online
Application Mechanism prior to the Issue Opening Date, we shall offer eligible investors desirous of applying in
the Issue the option to make Applications through the Direct Online Application Mechanism.
If such systems, infrastructures or processes are put in place by the BSE prior to the filing of the Shelf Prospectus
or the respective Tranche Prospectus(es), the methods and procedure for relating to the Direct Online
Application Mechanism shall be suitably updated in the Shelf Prospectus or the respective Tranche
Prospectus(es), as the case may be. However, if such systems, infrastructures or processes are put in place by the
BSE after filing of the Shelf Prospectus and the respective Tranche Prospectus(es) but prior to the Issue Opening
Date, the methods and procedure for relating to the Direct Online Application Mechanism shall be widely
disseminated by us through a public notice in a reputed national daily newspaper.
Applications through the ASBA process
Please note that application through ASBA is optional for all categories of Applicants.
Applicants who wish to apply through the ASBA process by filling in physical Application Form will have to
select the ASBA mechanism in Application Form and provide necessary details. Applicants can submit their
Applications through the ASBA process by submitting the Application Forms to the Designated Branch of the
SCSB with whom the ASBA Account is maintained or through the Members of the Syndicate or Trading
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Members (ASBA Applications through the Members of the Syndicate and Trading Members shall hereinafter be
referred to as the “Syndicate ASBA”), prior to or on the Issue Closing Date. ASBA Applications through the
Members of the Syndicate and Trading Members is permitted only at the Syndicate ASBA Application
Locations (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune,
Vadodara and Surat). Kindly note that Application Forms submitted by ASBA Applicants to Members of the
Syndicate and the Trading Members at the Syndicate ASBA Application Locations will not be accepted if the
SCSB with which the ASBA Account, as specified in the Application Form is maintained has not named at least
one branch at that location for the Member of the Syndicate or the Trading Members to deposit the Application
Form (A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries).
Members of the Syndicate and Trading Members shall, upon receipt of Application Forms from ASBA
Applicants, upload the details of these Application Forms to the online platform of the BSE and submit these
Application Forms with the SCSB with whom the relevant ASBA Accounts are maintained in accordance with
the Debt Application Circular. The SCSB shall block an amount in the ASBA Account equal to the Application
Amount specified in the Application Form.
ASBA Applications in electronic mode will only be available with such SCSBs who provide such an electronic
facility. In case of ASBA Applications in such electronic form, the ASBA Applicant shall submit the
Application Form with instruction to block the Application Amount either through the internet banking facility
available with the SCSB, or such other electronically enabled mechanism for applying and blocking funds in the
ASBA Account held with SCSB, as would be made available by the concerned SCSB.
Our Company, our directors, affiliates, associates and their respective directors and officers, Lead Managers and
the Registrar shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in
relation to ASBA Applications accepted by SCSBs and Trading Members, Applications uploaded by SCSBs,
Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without blocking funds
in the ASBA Accounts. It shall be presumed that for Applications uploaded by SCSBs, the Application Amount
has been blocked in the relevant ASBA Account. Further, aall grievances against Trading Members in relation to
the Issue should be made by Applicants directly to the BSE.
Please note that you cannot apply for the Bonds through the ASBA process if you wish to be Allotted the
Bonds in physical form.
Non-ASBA Applications
(i) Non- ASBA Applications for Allotment of the Bonds in dematerialised form
Applicants may submit duly filled in Application Forms either in physical or downloaded Application Forms to
the Members of the Syndicate or the Trading Members accompanied by account payee cheques/ demand drafts
prior to or on the Issue Closing Date. The Members of the Syndicate and Trading Members shall, upload the non-
ASBA Application on the online platform of the BSE, following which they shall acknowledge the uploading of
the Application Form by stamping the acknowledgment slip with the date and returning it to the Applicant. This
acknowledgment slip shall serve as the duplicate of the Application Form for the records of the Applicant and the
Applicant should preserve this and should provide the same for any grievances relating to their Applications.
Upon uploading the Application on the online platform of the BSE, the Members of the Syndicate and Trading
Members will submit the Application Forms, along with the payment instruments to the Escrow Collection
Banks, which will realise the payment instrument, and send the Application details to the Registrar. The Members
of the Syndicate/ Trading Members are requested to note that all payment instruments are required to be banked
with only the banking branches of the Escrow Collection Banks, details of which will be available at the websites
of the Lead Managers at www.axiscapital.co.in, www.edelweissfin.com,
www.icicisecurities.com,www.sbicaps.comand www.rrfinance.com/www.rrfcl.com, respectively (A link for the
said websites will be available at the website of the BSE at www.bseindia.com). Accordingly, Applicants are
requested to note that they must submit Application Forms to Trading Members who are located in towns/ cities
which have at least one banking branch of the Escrow Collection Banks. The Registrar shall match the
Application details as received from the online platform of the BSE with the Application Amount details received
from the Escrow Collection Banks for reconciliation of funds received from the Escrow Collection Banks.In case
of discrepancies between the two data bases, the details received from the online platform of the BSE will prevail.
Upon Allotment, the Registrar will credit the Bonds in the demat accounts of the successful Applicants as
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mentioned in the Application Form.
Please note that neither our Company, nor the Members of the Syndicate, nor the Registrar shall be responsible
for redressal of any grievances that Applicants may have in regard to the non-ASBA Applications made to the
Trading Members, including, without limitation, relating to non-upload of the Applications data. All grievances
against Trading Members in relation to the Issue should be made by Applicants to the BSE.
(ii) Non- ASBA Applications for Allotment of the Bonds in physical form
Applicants can also apply for Allotment of the Bonds in physical form by submitting duly filled in Application
Forms to the Members of the Syndicate or the Trading Members, along with the accompanying account payee
cheques or demand drafts representing the full Application Amount and KYC documents as specified in the
sections titled “Issue Procedure – Applications by various Applicant Categories” and “Issue Procedure -
Additional instructions specific for Applicants seeking Allotment of the Bonds in physical form” at
pages 154 and 164, respectively. The Members of the Syndicate and Trading Members shall, upon submission of
the Application Forms to them, verify and check the KYC documents submitted by such Applicants and upload
details of the Application on the online platform of the BSE, following which they shall acknowledge the
uploading of the Application Form by stamping the acknowledgment slip with the date and returning it to the
Applicant. This acknowledgment slip shall serve as the duplicate of the Application Form for the records of the
Applicant and the Applicant shall preserve this and should provide the same for any queries relating to non-
Allotment of Bonds in the Issue.
Upon uploading of the Application details, the Members of the Syndicate and Trading Members will submit the
Application Forms, along with the payment instruments to the Escrow Collection Banks, which will realise the
payment instrument, and send the Application Form and the KYC documents to the Registrar. The Registrar shall
check the KYC documents submitted and match Application details as received from the online platform of the
BSE with the Application Amount details received from the Escrow Collection Banks for reconciliation of funds
received from the Escrow Collection Banks. In case of discrepancies between the two data bases, the details
received from the online platform of the BSE will prevail. The Members of the Syndicate/ Trading Members are
requested to note that all Applicants are required to be banked with only the banking branches of Escrow
Collection Banks, details of which will be available at the websites of the Lead Managers at
www.axiscapital.co.in, www.edelweissfin.com, www.icicisecurities.com, www.sbicaps.comand
www.rrfinance.com/www.rrfcl.com, respectively. A link for the said websites will be available at the website of
the BSE at www.bseindia.com. Accordingly, Applicants are requested to note that they must submit Application
Forms to Trading Members who are located in towns/ cities which have at least one banking branch of the
Escrow Collection Banks. Upon Allotment, the Registrar will dispatch Bond Certificates to the successful
Applicants to their addresses as provided in the Application Form. Please note that, in the event that KYC
documents of an Applicant are not in order, the Registrar will withhold the dispatch of Bond Certificates
pending receipt of complete KYC documents from such Applicant. In such circumstances, successful
Applicants should provide complete KYC documents to the Registrar at the earliest.
Please note that in such an event, any delay by the Applicant to provide complete KYC documents to the
Registrar will be at the Applicant’s sole risk and neither our Company, the Registrar, the Escrow
Collection Banks, or the Members of the Syndicate, will be liable to compensate the Applicants for any
losses caused to them due to any such delay, or liable to pay any interest on the Application Amounts for
such period during which the Bond Certificates are withheld by the Registrar. Further, our Company will
not be liable for any delays in payment of interest on the Bonds allotted to such Applicants, and will not be
liable to compensate such Applicants for any losses caused to them due to any such delay, or liable to pay
any interest for such delay in payment of interest on the Bonds.
Members of the Syndicate or Trading Members are also required to ensure that the Applicants are competent to
contract under the Indian Contract Act, 1872 including minors applying through guardians, at the time of
acceptance of the Application Forms.
To supplement the foregoing, the mode and manner of Application and submission of Application Forms is
illustrated in the following chart.
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Mode of Application To whom the Application Form has to be submitted
Direct Online Applications Online submission through the online platform and online payment facility offered by the
Stock Exchange(s).
ASBA Applications (i) to the Members of the Syndicate only at the Syndicate ASBA Application Locations; or
(ii) to the Designated Branches of the SCSBs where the ASBA Account is maintained; or
(iii) to Trading Members only at the Syndicate ASBA Application Locations.

Non- ASBA Applications (i) to the Members of the Syndicate; or
(ii) to Trading Members.
Application Size
Applications are required to be for a minimum of such Bonds and multiples of such Bonds thereafter as specified
in the relevant Tranche Prospectus.
APPLICATIONS BY VARIOUS APPLICANT CATEGORIES
Applications by Mutual Funds
A mutual fund scheme cannot invest more than 15.00% of its NAV in debt instruments issued by a single
company which are rated not below investment grade by a credit rating agency authorised to carry out such
activity. Such investment limit may be extended to 20.00% of the NAV of the scheme with the prior approval of
the board of trustees and the board of asset management company.
A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and
such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of
a Mutual Fund shall clearly indicate the name of the concerned scheme for which the Application is being made.
An Applications Forms by a mutual fund registered with SEBI for Allotment of the Bonds in physical form must
be also accompanied by certified true copies of (i) its SEBI registration certificates (ii) the trust deed in respect of
such mutual fund (ii) a resolution authorising investment and containing operating instructions and (iii) specimen
signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any
Application from a Mutual Fund for Allotment of the Bonds in physical form in whole or in part, in either case,
without assigning any reason therefor.
Application by Scheduled Commercial Banks
Scheduled Commercial Banks can apply in this Issue based upon their own investment limits and approvals.
Applications by them for Allotment of the Bonds in physical form must be accompanied by certified true copies
of (i) a board resolution authorising investments; and (ii) a letter of authorisation. Failing this, our Company
reserves the right to accept or reject any Application for Allotment of the Bonds in physical form in whole or in
part, in either case, without assigning any reason therefor.
Application by Insurance Companies registered with the IRDA
In case of Applications for Allotment of the Bonds in physical form made by an insurance company registered
with the IRDA, a certified copy of its certificate of registration issued by IRDA must be lodged along with
Application Form. The Applications must be accompanied by certified copies of (i) its Memorandum and Articles
of Association; (ii) a power of attorney (iii) a resolution authorising investment and containing operating
instructions; and (iv) specimen signatures of authorized signatories. Failing this, our Company reserves the right
to accept or reject any Application for Allotment of the Bonds in physical form in whole or in part, in either case,
without assigning any reason therefor.
Applications by Alternative Investments Funds
Applications made by an Alternative Investments Fund eligible to invest in accordance with the Securities and
Exchange Board of India (Alternate Investment Funds) Regulations, 2012, for Allotment of the Bonds in
physical form must be accompanied by certified true copies of: (i) the SEBI registration certificate of such
Alternative Investment Fund; (i) a resolution authorising the investment and containing operating instructions;
and (ii) specimen signatures of authorised persons. Failing this, our Company reserves the right to accept or
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reject any Applications for Allotment of the Bonds in whole or in part, in either case, without assigning any
reason thereof. Alternative Investment Funds applying for Allotment of the Bonds shall at all time comply with
the conditions for categories as per their SEBI registration certificate and the Securities and Exchange Board of
India (Alternate Investment Funds) Regulations, 2012.
Applications by Public Financial Institutions authorized to invest in the Bonds
Applications by Public Financial Institutions for Allotment of the Bonds in physical form must be accompanied
by certified true copies of (i) any Act/rules under which such Applicant is incorporated; (ii) a resolution of the
board of directors of such Applicant authorising investments; and (iii) specimen signature of authorized persons
of such Applicant. Failing this, our Company reserves the right to accept or reject any Applications for Allotment
of the Bonds in physical form in whole or in part, in either case, without assigning any reason thereof.
Applications made by companies, Limited Liability Partnerships and bodies corporate registered
under applicable laws in India
Applications made by companies, Limited Liability Partnerships and bodies corporate for Allotment of the Bonds
in physical form must be accompanied by certified true copies of: (i) any Act/rules under which such Applicant is
incorporated; (ii) a resolution of the board of directors of such Applicant authorising investments; and (iii)
specimen signature of authorized persons of such Applicant. Failing this, our Company reserves the right to
accept or reject any Applications for Allotment of the Bonds in physical form in whole or in part, in either case,
without assigning any reason thereof.
Applications under a power of attorney
In case of Applications made pursuant to a power of attorney by Applicants from Category I and Category II, a
certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along
with the Application Form. Failing this, our Company reserves the right to accept or reject any Application in
whole or in part, in either case, without assigning any reason thereof.
In case of Applications made pursuant to a power of attorney by Applicants from Category III and Category IV, a
certified copy of the power of attorney must be lodged along with the Application Form.
In case of ASBA Applications made pursuant to a power of attorney, a certified copy of the power of attorney
must be lodged along with the Application Form. Failing this, our Company, in consultation with the Lead
Manager, reserves the right to reject such Applications.
Our Company, in its absolute discretion, reserves the right to relax the above condition of attaching
the power of attorney along with the Application Forms subject to such terms and conditions that
our Company and the Lead Managers may deem fit.
Applications by provident funds and pension funds which are authorized to invest in the Bonds
Applications by provident funds and pension funds which are authorised to invest in the Bonds, for
Allotment of the Bonds in physical form must be accompanied by certified true copies of: (i) any Act/rules
under which they are incorporated; (ii) a power of attorney, if any, in favour of one or more trustees
thereof, (iii) a board resolution authorising investments; (iii) such other documents evidencing registration
thereof under applicable statutory/regulatory requirements; (iv) specimen signature of authorized person;
(v) a certified copy of the registered instrument for creation of such fund/trust; and (vi) any tax exempti on
certificate issued by Income Tax authorities. Failing this, our Company reserves the right to accept or reject
any Applications for Allotment of the Bonds in physical form in whole or in part, in either case, without
assigning any reason thereof.
Applications by National Investment Fund
Application made by National Invest Fund for Allotment of the Bonds in physical form must be accompanied by
certified true copies of: (i) a resolution authorising investment and containing operating instructions; and (ii)
specimen signatures of authorized persons. Failing this, our Company reserves the right to accept or reject any
Applications for Allotment of the Bonds in physical form in whole or in part, in either case, without assigning
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any reason therefor.
Application by Commercial Banks, co-operative banks and Regional Rural Banks
Commercial Banks, co-operative banks and Regional Rural Banks can apply in the Issue based upon their own
investment limits and approvals. The application must be accompanied by certified true copies of (i) Board
resolutions authorising investments; and (ii) letters of authorisation. Failing this, our Company reserves the right
to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof.
Applications by Trusts
Applications made by a trust, settled under the Indian Trusts Act, 1882, or any other statutory and/or regulatory
provision governing the settlement of trusts in India, must be accompanied by a (i) certified true copy of the
registered instrument for creation of such trust, (ii) power of attorney, if any, in favour of one or more trustees
thereof; and (iii) such other documents evidencing registration thereof under applicable statutory/regulatory
requirements. Failing this, our Company reserves the right to accept or reject any Applications in whole or
in part, in either case, without assigning any reason therefor.
Further, any trusts applying for Bonds must ensure that (a) they are authorised under applicable
statutory/regulatory requirements and their constitution instrument to hold and invest in bonds, (b) they have
obtained all necessary approvals, consents or other authorisations, which may be required under applicable
statutory and/or regulatory requirements to invest in bonds, and (c) applications made by them do not
exceed the investment limits or maximum number of Bonds that can be held by them under applicable
statutory and or regulatory provisions.
Applications cannot be made by:
a) Minors without a guardian name (A guardian may apply on behalf of a minor. However, Applications by
minors must be made through Application Forms that contain the names of both the minor Applicant and
the guardian);
b) Persons resident outside India and foreign nationals (including FIIs, FPIs and NRIs applying on
repatriation basis and on non-repatriation basis)
c) Overseas Corporate Bodies;
d) Indian Venture Capital Funds;
e) Foreign Venture Capital Investors;
f) Persons ineligible to contract under applicable statutory/ regulatory requirements; and
g) Any category of investor other than the Investors mentioned in categories I, II, III, and IV.
In case of Applications for Allotment of the Bonds in dematerialised form, the Registrar shall verify the above on
the basis of the records provided by the Depositories based on the DP ID and Client ID provided by the
Applicants in the Application Form and uploaded onto the electronic system of the BSE by the Members of the
Syndicate, SCSBs or the Trading Members, as the case may be.
Nothing in this Shelf Prospectus constitutes an offer of Bonds for sale in the United States or any other
jurisdiction where it is unlawful to do so. The Bonds have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state of the
United States or other jurisdiction and the Bonds may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act)
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws. The Issuer has not registered and does not intend
to register under the U.S. Investment Company Act, 1940 in reliance on section 3(c)(7) thereof. This Shelf
Prospectus may not be forwarded or distributed to any other person and may not be reproduced in any
manner whatsoever, and in particular, may not be forwarded to any U.S. Person or to any U.S. address.
No offer to the public (as defined under Directive 20003/71/EC, together with any amendments and
implementing measures thereto, (the “Prospectus Directive”) has been or will be made in respect of the
Issue or otherwise in respect of the Bonds, in any member State of the European Economic Area which
has implemented the Prospectus Directive except for any such offer made under exemptions available
under the Prospectus Directive, provided that no such offer shall result in a requirement to publish or
supplement a prospectus pursuant to the Prospectus Directive, in respect of the Issue or otherwise in
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respect of the Bonds.
Any forwarding, distribution or reproduction of this document in whole or in part is unauthorised.

Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws
of other jurisdictions. Any investment decision should be made on the basis of the final terms and
conditions of the bonds and the information contained in this Shelf Prospectus and the relevant Tranche
Prospectus.
Payment instructions
Payment mechanism for ASBA Applicants
An ASBA Applicant shall specify details of the ASBA Account in the Application Form and the relevant SCSB
shall block an amount equivalent to the Application Amount in the ASBA Account specified in the Application
Form. Upon receipt of intimation from the Registrar, the SCSBs shall, on the Designated Date, transfer such
blocked amount from the ASBA Account to the Public Issue Account in terms of the Escrow Agreement. The
balance amount remaining after the finalisation of the Basis of Allotment shall be unblocked by the SCSBs on the
basis of the instructions issued in this regard by the Registrar to the respective SCSB within 12 (twelve) Working
Days of the Issue Closing Date. The Application Amount shall remain blocked in the ASBA Account until
transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until
rejection of the ASBA Application, as the case may be.
Payment mechanism for non ASBA Applicants
We shall open Escrow Accounts with one or more Escrow Collection Banks in whose favour the Applicants
(except for ASBA Applicants) shall draw cheques or demand drafts. All Applicants would be required to pay the
full Application Amount at the time of the submission of the Application Form. Cheques or demand drafts for the
Application Amount received from Applicants would be deposited by the Members of the Syndicate and Trading
Members, as the case may be, in the Escrow Accounts.
Each Applicant (except for ASBA Applicants) shall draw a cheque or demand draft for the Application Amount as
per the following terms:
a) The payment instruments from all resident Applicants shall be payable into the Escrow Accounts drawn
in favour of “[●]”.
b) Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative
bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at
the centre where the Application Form is submitted. Outstation cheques/bank drafts drawn on banks not
participating in the clearing process will not be accepted and Applications accompanied by such cheques
or bank drafts are liable to be rejected.
c) The monies deposited in the Escrow Accounts will be held for the benefit of the Applicants until the
Designated Date.
d) On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Accounts
as per the terms of the Escrow Agreement, the Shelf Prospectus and the respective Tranche
Prospectus(es) into the Public Issue Account. The Escrow Collection Bank shall also, upon receipt of
instructions from the Lead Managers and the Registrar, transfer all amounts payable to Applicants, who
have not been allotted Bonds to the Refund Accounts.
Please note that Applications accompanied by Application Amounts in cash/ stock invest/ money orders/ postal
orders will not be accepted.
The Escrow Collection Banks will act in terms of the Shelf Prospectus, the respective Tranche Prospectus(es) and
the Escrow Agreement. The Escrow Collection Banks shall not exercise any lien whatsoever over the monies
deposited therein. It is mandatory for our Company to keep the proceeds of the Issue in an escrow account until
the documents for creation of security as stated in this Shelf Prospectus are executed.
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Online Applications
The Company may decide to offer an online Application facility for the Bonds, as and when permitted by
applicable laws, subject to the terms and conditions prescribed.
Additional information for Applicants
1. Application Forms submitted by Applicants (except for Applicants applying for the Bonds in physical
form) whose beneficiary accounts are inactive shall be rejected.
2. For ASBA Applicants, no separate receipts will be issued for the money blocked on the submission of
Application Form. However, the collection centre of the Members of the Syndicate or the SCSB or the
Trading Member, as the case may be, will acknowledge the receipt of the Application Forms by
stamping and returning to the Applicant the acknowledgement slip. This acknowledgement slip will
serve as the duplicate of the Application Form for the records of the Applicant.
3. Applications should be submitted on the Application Form only. In the event that physical Application
Forms do not bear the stamp of the Members of the Syndicate/ Trading Member or the relevant
Designated Branch, they are liable to be rejected.
In case of ASBA Applications submitted to the SCSBs, in terms of SEBI circular dated April 22, 2010, the
Registrar to the Issue will reconcile the compiled data received from the Stock Exchange(s) and all SCSBs, and
match the same with the Depository database for correctness of DP ID, Client ID and PAN. The Registrar to the
Issue will undertake technical rejections based on the electronic details and the Depository database. In case of
any discrepancy between the electronic data and the Depository records, the Company, in consultation with the
Designated Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the right to proceed as
per the Depository records for such ASBA Applications or treat such ASBA Applications as rejected.
In case of ASBA Applicants submitted to the Members of the Syndicate and Trading Members of the Stock
Exchange(s) at the Specified Cities, the Basis of Allotment will be based on the validation by the Registrar to the
Issue of the electronic details with the Depository records, and the complete reconciliation of the final certificates
received from the SCSBs with the electronic details in terms of SEBI circular dated April 29, 2011. The Registrar
to the Issue will undertake technical rejections based on the electronic details and the Depository database. In case
of any discrepancy between the electronic data and the Depository records, the Company, in consultation with the
Designated Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the right to proceed as
per the Depository records or treat such ASBA Application as rejected.
In case of non-ASBA Applications and Direct Online Applications, the Basis of Allotment will be based on the
validation by the Registrar to the Issue of the electronic details with the Depository records, and the complete
reconciliation of the final certificates received from the Escrow Collection Bank(s) with the electronic details in
terms of SEBI circular dated April 22, 2010 and SEBI circular dated April 29, 2011. The Registrar to the Issue
will undertake technical rejections based on the electronic details and the Depository database. In case of any
discrepancy between the electronic data and the Depository records, the Company, in consultation with the
Designated Stock Exchange, the Lead Managers, the Registrar to the Issue, reserves the right to proceed as per
the Depository records or treat such Applications as rejected.
Based on the information provided by the Depositories, the Company will have the right to accept Applications
belonging to an account for the benefit of a minor (under guardianship). In case of Applications for a higher
number of Bonds than specified for that category of Applicant, only the maximum amount permissible for such
category of Applicant will be considered for Allotment.
Applicants are advised not to submit Application Forms to Escrow Collection Banks (unless such Escrow
Collection Bank is also an SCSB) and the same will be rejected in such cases and the Applicants will not be
entitled to any compensation whatsoever.
Pre-Issue Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company will issue a statutory advertisement on or before
the Issue Opening Date. This advertisement will contain the information as prescribed under the SEBI Debt
Regulations. Material updates, if any, between the date of filing of the respective Tranche Prospectus with the
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RoC and the date of release of this statutory advertisement will be included in the statutory advertisement.
Instructions for completing the Application Form
(a) Applications must be made in the prescribed Application Form.
(b) Application Forms are to be completed in full, in BLOCK LETTERS in ENGLISH and in
accordance with the instructions contained in the respective Tranche Prospectus(es) and the
Application Form. Incomplete Application Forms are liable to be rejected. Applicants should note
that the Members of the Syndicate, or the Trading Members, as appropriate, will not be liable for
errors in data entry due to incomplete or illegible Application Forms.
(c) Applications are required to be for a minimum of such Bonds and in multiples of such Bonds
thereafter as specified in the respective Tranche Prospectus(es).
(d) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the
Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive
Magistrate under official seal.
(e) Applications should be in single or joint names and not exceeding three names, and in the same
order as their Depository Participant details (in case of Applicants applying for Allotment of the
Bonds in dematerialized form) and Applications should be made by Karta in case the Applicant is an
HUF. Please ensure that such Applications contain the PAN of the HUF and not of the Karta.
Applications can be in single or joint names (not exceeding three names). The Application should be
in the name of HUF and signed by Karta.
(f) If the Application is submitted in joint names, the Application Form should contain only the name
of the first Applicant whose name should also appear as the first holder of the depository account
held in joint names. If the DP account is held in joint names, the Application Form should contain
the name and PAN of the person whose name appears first in the depository account and signature
of only this person would be required in the Application Form. This Applicant would be deemed to
have signed on behalf of joint holders and would be assumed to give confirmation to this effect in
the Application Form.
(g) Applicants applying for Allotment in dematerialised form must provide details of valid and active
DP ID, Client ID and PAN clearly and without error. On the basis of such Applicant’s active DP ID,
Client ID and PAN provided in the Application Form, and as entered into the electronic Application
system of NSE by SCSBs, the Members of the Syndicate at the Syndicate ASBA Application
Locations and the Trading Members, as the case may be, the Registrar will obtain from the
Depository the Demographic Details. Invalid accounts, suspended accounts or where such account is
classified as invalid or suspended may not be considered for Allotment of the Bonds.
(h) ASBA Applicants utilising physical Application Forms must ensure that the Application Forms are
completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions
contained in the respective Tranche Prospectus(es) and in the Application Form.
(i) If the ASBA Account holder is different from the ASBA Applicant, the Application Form should be
signed by the ASBA Account holder also, in accordance with the instructions provided in the
Application Form.
(j) All Applicants are required to tick the relevant column in the “Category of Investor” box in the
Application Form.
(k) Applications for all the Series of the Bonds may be made in a single Application Form only.
(l) All Applicants are required to tick the relevant box of the “Mode of Application” in the Application
Form, choosing either the ASBA or Non-ASBA mechanism.
We shall allocate and Allot Bonds of Tranche [●] Series [●] maturity to all valid Applications, wherein the
Applicants have not indicated their choice of the relevant Series applied for.
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Applicants’ PAN, Depository Account and Bank Account Details
ALL APPLICANTS APPLYING FOR ALLOTMENT OF THE BONDS IN DEMATERIALISED

FORM SHOULD MENTION THEIR DP ID, CLIENT ID AND PAN IN THE APPLICATION
FORM. APPLICANTS MUST ENSURE THAT THE DP ID, CLIENT ID AND PAN GIVEN IN THE
APPLICATION FORM ARE EXACTLY THE SAME AS THE DP ID, CLIENT ID AND PAN
AVAILABLE IN THE DEPOSITORY DATABASE. IF THE BENEFICIARY ACCOUNT IS HELD
IN JOINT NAMES, THE APPLICATION FORM SHOULD CONTAIN THE NAME AND PAN OF
THE PERSON WHOSE NAME APPEARS FIRST IN THE DEPOSITORY ACCOUNT AND
SIGNATURE OF ONLY THIS PERSON WOULD BE REQUIRED IN THE APPLICATION FORM.
On the basis of the DP ID, Client ID and PAN provided by them in the Application Form, the
Registrar will obtain from the Depository the Demographic Details of the Applicants including PAN
and MICR code. These Demographic Details would be used for giving Allotment Advice and refunds
(for non-ASBA Applicants), if any, to the Applicants. Hence, Applicants are advised to immediately
update their Demographic Details (including bank account details) as appearing on the records of the
Depository Participant and ensure that they are true and correct. Please note that failure to do so
could result in delays in despatch/ credit of refunds to Applicants, delivery of Allotment Advice or
unblocking of ASBA Accounts at the Applicants’ sole risk, and neither the Members of the Syndicate
nor the Trading Members, nor the Registrar, nor the Escrow Collection Banks, nor the SCSBs, nor
our Company shall have any responsibility and undertake any liability for the same.
Applicants applying for Allotment of the Bonds in dematerialized form may note that in case the DP ID,
Client ID and PAN mentioned in the Application Form, as the case may be and entered into the electronic
Application system of the BSE by the Members of the Syndicate, the Trading Members or the SCSBs, as
the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database or
in case PAN is not available in the Depository database, the Application Form is liable to be rejected and
our Company, and the Members of the Syndicate shall not be liable for losses, if any.
These Demographic Details would be used for all correspondence with the Applicants including mailing of the
Allotment Advice and printing of bank particulars on the refund orders or for refunds through electronic transfer
of funds, as applicable. The Demographic Details given by Applicants in the Application Form would not be
used for any other purpose by the Registrar except in relation to the Issue.
By signing the Application Form, Applicants applying for the Bonds in dematerialised form would be deemed
to have authorised the Depositories to provide, upon request, to the Registrar, the required Demographic Details
as available on its records.
Refund orders/ Allotment Advice would be mailed at the address of the Applicants as per the Demographic
Details received from the Depositories. Applicants may note that delivery of refund orders/ Allotment Advice
may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In
such an event, the address and other details given by the Applicant (other than ASBA Applicants) in the
Application Form would be used only to ensure dispatch of refund orders. Further, please note that any such
delay shall be at such Applicants’ sole risk and neither our Company, Escrow Collection Banks, Registrar nor
the Lead Managers shall be liable to compensate the Applicant for any losses caused to the Applicants due to
any such delay or liable to pay any interest for such delay. In case of refunds through electronic modes as
detailed in this Shelf Prospectus, refunds may be delayed if bank particulars obtained from the Depository
Participant are incorrect.
In case of Applications made under powers of attorney, our Company in its absolute discretion, reserves the
right to permit the holder of a power of attorney to request the Registrar that for the purpose of printing
particulars on the refund order and mailing of the refund orders/Allotment Advice, the Demographic Details
obtained from the Depository of the Applicant shall be used.
In case no corresponding record is available with the Depositories, which matches the three parameters, namely,
DP ID, Client ID and PAN, then such Applications are liable to be rejected.
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Electronic registration of Applications
(a) The Members of the Syndicate, SCSBs and Trading Members will register the Applications using the
on-line facilities of the BSE. The Lead Managers, our Company, and the Registrar are not
responsible for any acts, mistakes or errors or omission and commissions in relation to (i) the
Applications accepted by the SCSBs and Trading Members, (ii) the Applications uploaded by the
SCSBs and the Trading Members, (iii) the Applications accepted but not uploaded by the SCSBs or
the Trading Members, (iv) with respect to ASBA Applications accepted and uploaded by the SCSBs
without blocking funds in the ASBA Accounts or (iv) with respect to ASBA Applications accepted
and uploaded by Members of the Syndicate at the Syndicate ASBA Application Locations for which
the Application Amounts are not blocked by the SCSBs.
(b) The BSE will offer an electronic facility for registering Applications for the Issue. This facility will
be available on the terminals of the Members of the Syndicate, Trading Members and their authorised
agents and the SCSBs during the Issue Period. On the Issue Closing Date, the Members of the
Syndicate, Trading Members and the Designated Branches shall upload Applications till such time
as may be permitted by the BSE. This information will be available with the Members of the
Syndicate and Trading Members on a regular basis. Applicants are cautioned that a high inflow of
Applications on the last day of the Issue Period may lead to some Applications received on the last
day not being uploaded and such Applications will not be considered for Allotment.
(c) Based on the aggregate demand for Applications registered on the electronic facilities of the BSE, a
graphical representation of consolidated demand for the Bonds, as available on the website of the
BSE, would be made available at the Application centres as provided in the Application Form
during the Issue Period.
(d) At the time of registering each Application, SCSBs, the Members of the Syndicate and Trading
Members, as the case may be, shall enter the details of the Applicant, such as the Application Form
number, PAN, Applicant category, DP ID, Client ID, number and Series(s) of Bonds applied,
Application Amounts, details of payment instruments (for non – ASBA Applications) and any other
details that may be prescribed by the online uploading platform of the BSE.
(e) A system generated TRS will be given to the Applicant as a proof of the registration of his
Application. It is the Applicant’s responsibility to obtain the TRS from the SCSBs, Members of the
Syndicate or the Trading Members, as the case may be. The registration of the Applications by the
SCSBs, Members of the Syndicate or Trading Members does not guarantee that the Bonds shall be
allocated/ Allotted by our Company. Such TRS will be non-negotiable and by itself will not create
any obligation of any kind.
(f) The permission given by the BSE to use their network and software of the online system should not in
any way be deemed or construed to mean that the compliance with various statutory and other
requirements by our Company, and/or the Lead Managers are cleared or approved by the BSE; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the
compliance with the statutory and other requirements nor does it take any responsibility for the
financial or other soundness of our Company, the management or any scheme or project of our
Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any
of the contents of this Shelf Prospectus; nor does it warrant that the Bonds will be listed or will
continue to be listed on the BSE.
(g) In case of apparent data entry error by either the Members of the Syndicate or the Trading Members,
in entering the Application Form number in their respective schedules, other things remaining
unchanged, the Application Form may be considered as valid and such exceptions may be recorded
in minutes of the meeting submitted to the BSE.
(h) Only Applications that are uploaded on the online system of the BSE shall be considered for
Allotment.
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General Instructions
Do’s
 Check if you are eligible to apply;
 Read all the instructions carefully and complete the Application Form;
 If the Allotment of the Bonds is sought in dematerialized form, ensure that the details about
Depository Participant and beneficiary account are correct and the beneficiary account is active;
 Applications are required to be in single or joint names (not more than three);
 In case of an HUF applying through its Karta, the Applicant is required to specify the name of an
Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where
PQR is the name of the Karta;
 Ensure that Applications are submitted to the Members of the Syndicate, Trading Members or the
Designated Branches of the SCSBs, as the case may be, before the closure of application hours on
the Issue Closing Date;
 Ensure that the Application Forms (for non-ASBA Applicants) are submitted at the collection centres
provided in the Application Forms, bearing the stamp of a Member of the Syndicate or a Trading
Members of the BSE, as the case may be;
 Ensure that the Applicant’s names (for Applications for the Bonds in dematerialised form) given in the
Application Form is exactly the same as the names in which the beneficiary account is held with the
Depository Participant. In case the Application Form is submitted in joint names, ensure that the
beneficiary account is also held in same joint names and such names are in the same sequence in which
they appear in the Application Form;
 Ensure that you have funds equal to or more than the Application Amount in your ASBA Account
before submitting the Application Form for ASBA Applications;
 Ensure that you mention your PAN in the Application Form. In case of joint applicants, the PANof all
the Applicants should be provided, and for HUFs, PAN of the HUF should be provided. Any
Application Form without the PAN is liable to be rejected. In case of Applications for Allotment in
physical form, Applicants should submit a self-certified copy of their PAN card as part of the KYC
documents. Applicants should not submit the GIR Number instead of the PAN as the Application is
liable to be rejected on this ground;
 Ensure that the Demographic Details (for Applications for the Bonds in dematerialised form) as
provided in the Application Form are updated, true and correct in all respects;
 Ensure that you request for and receive a TRS for all your Applications and an acknowledgement as
a proof of having been accepted;
 Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory
authorities to apply for, subscribe to and/or seek Allotment of the Bonds;
 Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution
of India is attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;
 Applicants (other than ASBA Applicants) are requested to write their names and Application
number on the reverse of the instruments by which the payments are made;
 All Applicants are requested to tick the relevant column “Category of Investor” in the Application
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Form; and
 Tick the Series of Bonds in the Application Form that you wish to apply for.
Don’ts
 Do not apply for lower than the minimum Application size;
 Do not pay the Application amount in cash, by money order, postal order, stock invest;
 Do not send the Application Forms by post; instead submit the same to the Members of the Syndicate
and Trading Members or the SCSBs (as the case may be) only;
 Do not submit Application Forms to the Escrow Collection Banks (unless such Escrow Collection
Bank is also an SCSB);
 Do not submit the GIR number instead of the PAN as the Application is liable to be rejected on this
ground;
 Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar;
 Do not fill up the Application Form such that the Bonds applied for exceeds the Issue size and/or
investment limit or maximum number of Bonds that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations;
 Do not submit Applications on plain paper or on incomplete or illegible Application Forms;
 Do not submit an Application in case you are not eligible to acquire the Bonds under applicable law
or your relevant constitutional documents or otherwise;
 Do not submit the Application Forms without the Application Amount; and
 Do not apply if you are not competent to contract under the Indian Contract Act, 1872.
Additional instructions specific for ASBA Applicants
Do’s
 Before submitting the physical Application Form with the Member of the Syndicate at the Syndicate
ASBA Application Locations ensure that the SCSB, whose name has been filled in the Application
Form, has named a branch in that centre;
 For ASBA Applicants applying through Syndicate ASBA, ensure that your Application Form is
submitted to the Members of the Syndicate at the Syndicate ASBA Application Locations and not to
the Escrow Collection Banks (assuming that such bank is not a SCSB), to our Company, the
Registrar or Trading Members;
 For ASBA Applicants applying through the SCSBs, ensure that your Application Form is submitted at a
Designated Branch of the SCSB where the ASBA Account is maintained, and not to the Escrow
Collection Banks (assuming that such bank is not a SCSB), to our Company, the Registrar or the
Members of the Syndicate or Trading Members.
 Ensure that the Application Form is signed by the ASBA Account holder in case the ASBA
Applicant is not the account holder;
 Ensure that you have mentioned the correct ASBA Account number in the Application Form;
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 Ensure that you have funds equal to the Application Amount in the ASBA Account before
submitting the Application Form to the respective Designated Branch, or to the Members of the
Syndicate at the Syndicate ASBA Application Locations, or to the Trading Members, as the case may
be;
 Ensure that you have correctly ticked, provided or checked the authorisation box in the Application
Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for the
Designated Branch to block funds in the ASBA Account equivalent to the Application Amount
mentioned in the Application Form; and
 Ensure that you receive an acknowledgement from the Designated Branch or the concerned member
of the Syndicate, or the Trading Member, as the case may be, for the submission of the Application
Form.
Don’ts
 Do not make payment of the Application Amounts in any mode other than through blocking of the
Application Amounts in the ASBA Accounts shall not be accepted under the ASBA process;
 Do not submit the Application Form with a Member of the Syndicate at a location other than the
Syndicate ASBA Application Locations;
 Do not send your physical Application Form by post. Instead submit the same with a Designated Branch
or a member of the Syndicate at the Syndicate ASBA Application Locations, or a Trading Member, as
the case may be; and
 Do not submit more than five Application Forms per ASBA Account.
Applications shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time), or such extended
time as may be permitted by the BSE during the Issue Period on all days between Monday and Friday, both
inclusive barring public holidays, at the Collection Centres or with the Members of the Syndicate or Trading
Members at the Syndicate ASBA Application Locations and the Designated Branches of SCSBs as mentioned on
the Application Form. On the Issue Closing Date, Applications shall be accepted only between 10.00 a.m. and
3.00 p.m. and shall be uploaded until 5.00 p.m. or such extended time as may be permitted by the BSE. It is
clarified that the Applications not uploaded in the electronic application system of the BSE would be rejected.
Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are
advised to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 3.00
p.m. on the Issue Closing Date. All times mentioned in this Prospectus are Indian Standard Times. Applicants are
cautioned that in the event a large number of Applications are received on the Issue Closing Date, some
Applications may not get uploaded due to lack of sufficient time. Such Applications that cannot be uploaded will
not be considered forallocation under the Issue. Applications will be accepted only on Business Days, i.e.,
Monday to Friday (excluding any public holiday). Neither our Company, nor the Lead Managers, Consortium
Members or Trading Members are liable for any failure in uploading the Applications due to failure in any
software/hardware system or otherwise.
Additional instructions specific for Applicants seeking Allotment of the Bonds in physical form
Any Applicant who wishes to subscribe to the Bonds in physical form shall undertake the following steps:
 Please complete the Application Form in all respects, by providing all the information including
PAN and Demographic Details. However, do not provide the Depository Participant details in the
Application Form. The requirement for providing Depository Participant details shall be mandatory
only for the Applicants who wish to subscribe to theBonds in dematerializedform.
 Please providethe following documents along withthe Application Form:
(a) Self-attested copy of the PAN card;

(b) Self-attested copy of your proof of residence. Any of the following documents shall be considered
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as a verifiable proof of residence:
 ration cardissued by theGoI;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 cardissued by theGoI;or
 passbook or latest bank statement issued by a bank operating in India; or
 registered leave and license agreement or agreement for sale or rent agreement or flat
maintenance bill; or
 AADHAR letter.
 Self-attested copy of a cancelled cheque of the bank account to which the amounts pertaining to
payment of refunds, interest and redemption, as applicable, should be credited.
In absence of the cancelled cheque, our Company may reject the Application or it may consider the
bank details as given on the Application Form at its sole discretion. In such case the Company, Lead
Managers and Registrar shall not be liable for any delays/ errors in payment of refund and/ or
interest.
The Applicant shall be responsible for providing the above information accurately. Delays or failure in credit of
the payments due to in accurate details shall be at the sole risk of the Applicants and neither the Lead Managers
nor our Company shall have any responsibility and undertake any liability for the same. Applications for
Allotment of the Bonds in physical form, which are not accompanied with the aforestated documents, may be
rejected at the sole discretion of our Company.
In relation to the issuance ofthe Bonds in physical form, please note thefollowing:
1. An Applicant has the option to seek Allotment of Bonds in either dematerialised or physical mode. No
partial Application for the Bonds shall be permitted and is liable to be rejected.
2. In case of Bonds that are being issued in physical form, our Company will issue one certificate to the
holders of the Bonds for the aggregate amount of the Bonds for each of the Series of Bonds that are
applied for (each such certificate a “Consolidated Bond Certificate”).
3. Any Applicant who provides the Depository Participant details in the Application Form shall be
Allotted Bonds in dematerialized form only. Such Applicant shall not be Allotted Bonds in
physical form.
4. Our Company shall dispatch the Consolidated Bond Certificate to the address of the Applicant provided
in the Application Form.
All terms and conditions disclosed in relation to the Bonds held in physical form pursuant to rematerialisation
shall be applicable mutatis mutandis to the Bonds issued in physical form.
Consolidated list of documents required for various categories
For the sake of simplicity we hereby provide the details of documents required to be submitted by various
categories of Applicants (who have applied for Allotment of the Bonds in dematerialised form) while submitting
the Application Form:
Type of Investors 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, cooperative The Application must be accompanied by certified true
banks and regional rural banks authorized to invest in the copies of:
Bonds, companies within the meaning of section 2(20) of the  Any Act/ Rules under which they are
Companies Act, 2013 and bodies corporate registered under incorporated
the applicable laws in India and authorized to invest in the  Board Resolution authorizing investments
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Type of Investors Documents to be submitted with application form (in
addition to the documents required for applications for
Allotment of Bonds in physical form)
Bonds; Limited Liability Partnerships; multilateral and  Specimen signature of authorized person
bilateral development financial institutions, Alternative
Investment Funds and state industrial development
corporations
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 The Application must be accompanied by certified true
Fund copies of:
 Any Act/Rules under which they are
incorporated
 Board Resolution authorizing investments
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)
Applicants through a power of attorney under Category I 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 II and III N.A.
HUF through the Karta under Categories II and III 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 passbook/bank
statement/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 II and Category III 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
Trusts The Application must be also accompanied by certified
true copies of:
 The registered instrument for creation of such
trust.
 A power of attorney, if any, in favour of one or
more trustees thereof.
 Such other documents evidencing registration
thereof under applicable statutory/regulatory
requirements
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Submission of Application Forms
For details in relation to the manner of submission of Application Forms, see the section titled “Issue Procedure
– Methods of Application” at page 151 of this Shelf Prospectus.
OTHER INSTRUCTIONS
Joint Applications
Applications may be made in single or joint names (not exceeding three). In the case of joint Applications, all
payments will be made out in favour of the first Applicant. All communications will be addressed to the first
named Applicant whose name appears in the Application Form and at the address mentioned therein.
Additional/ Multiple Applications
An Applicant is allowed to make one or more Applications for the Bonds for the same or different Series of
Bonds, subject to a minimum Application size of Rs. [●] and in multiples of Rs. [●] thereafter, for each
Application. Any Application for an amount below the aforesaid minimum Application size will be deemed as
an invalid Application and shall be rejected. However, multiple Applications by the same Applicant belonging
to Category IV aggregating to a value exceeding Rs. 10,00,000 shall be grouped in Category III, for the purpose
of determining the basis of allotment to such Applicant. However, any Application made by any person in his
individual capacity and an Application made by such person in his capacity as a Karta of an HUF and/or as joint
Applicant (second or third applicant), shall not be deemed to be a multiple Application.
Depository Arrangements
We have made depository arrangements with NSDL and CDSL for issue and holding of the Bonds in
dematerialised form. In this context:
(i) Tripartite Agreements dated September 20, 2011, between us, the Registrar and CDSL and NSDL,
respectively have been executed, for offering depository option to the Applicants.
(ii) It may be noted that Bonds in electronic form can be traded only on stock exchanges having electronic
connectivity with NSDL or CDSL. The BSE has connectivity with NSDL and CDSL.
(iii) Interest or other benefits with respect to the Bonds held in dematerialised form would be paid to those
Bondholders whose names appear on the list of beneficial owners given by the Depositories to us as on
Record Date. In case of those Bonds for which the beneficial owner is not identified by the Depository
as on the Record Date/ book closure date, we would keep in abeyance the payment of interest or other
benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us,
whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30
days.
(iv) The trading of the Bonds shall be in dematerialized form only.
For further information relating to Applications for Allotment of the Bonds in dematerialised form, see the
sections titled “Issue Procedure – Methods of Application” and “Issue Procedure – General Instructions” on
pages 151 and 162, respectively of this Shelf Prospectus.
Communications
All future communications in connection with Applications made in the Issue should be addressed to the
Registrar quoting all relevant details as regards the Applicant and its Application.
Applicants can contact our Compliance Officer as well as the contact persons of our Company/ Lead Managers or
the Registrar in case of any Pre-Issue related problems. In case of Post-Issue related problems such as non-receipt
of Allotment Advice/ credit of Bonds in depository’s beneficiary account/ refund orders, etc., applicants may
contact our Compliance Officer as well as the contact persons of our Company/Lead Managers or Registrar.
Please note that Applicants who have applied for the Bonds through Trading Members should contact the BSE in
case of any Post-Issue related problems, such as non-receipt of Allotment Advice / credit of Bonds in
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depository’s beneficiary account/ refund orders, etc.
Rejection of Applications
The Board of Directors and/or any committee of our Company and/or the Chairman and Managing Director
reserves its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either
case without assigning any reason thereof.
Application may be rejected on one or more technical grounds, including but not restricted to:
 Number of Bonds applied for being less than the minimum Application size;
 Applications not being signed by the sole/ joint Applicants;
 Applications submitted without payment of the Application Amount;
 In case of partnership firms, the application forms submitted in the name of individual partners and/or
accompanied by the individual’s PAN rather than the PAN of the partnership firm;
 Applications submitted without payment of the full Application Amount. However, our Company may
allot Bonds upto the full value of the Application Amount paid, in the event that such Application
Amounts exceed the minimum Application Size as specified in the relevant Tranche Prospectus;
 In case of Applicants applying for Allotment in physical form, date of birth of the sole/ first Applicant
not mentioned in the Application Form;
 Investor Category in the Application Form not being ticked;
 In case of Applications for Allotment in physical form, bank account details not provided in the
Application Form;
 Signature of the Applicant missing;
 Applications by persons not competent to contract under the Indian Contract Act, 1872 including a minor
without the name of a guardian;
 Applications by stock invest or accompanied by cash/money order/postal order;
 Applications made without mentioning the PAN of the Applicant;
 GIR number mentioned in the Application Form instead of PAN;
 Applications for amounts greater than the maximum permissible amounts prescribed by applicable
regulations;
 Applications by persons/entities who have been debarred from accessing the capital markets by SEBI;
 Applications submitted directly to the Escrow Collection Banks (if such Escrow Collection Bank is not
an SCSB);
 ASBA Applications submitted to the Members of Syndicate or a Trading Members at locations other
than the Syndicate ASBA Application Locations or at a Designated Branch of a SCSB where the ASBA
Account is not maintained, and ASBA Applications submitted directly to an Escrow Collecting Bank
(assuming that such bank is not a SCSB), to our Company or the Registrar to the Issue;
 For Applications for Allotment in dematerialised form, DP ID, Client ID and PAN mentioned in the
Application Form do not match with the Depository Participant ID, Client ID and PAN available in the
records with the depositories;
 In case of Applicants applying for the Bonds in physical form, if the address of the Applicant is not
provided in the Application Form;
 Copy of KYC documents not provided in case of option to hold Bonds in physical form;
 Application Forms from ASBA Applicants not being signed by the ASBA Account holder, if the account
holder is different from the Applicant;
 Applications for an amount below the minimum Application size;
 ASBA Applications not having details of the ASBA Account to be blocked;
 Applications (except for ASBA Applications) where clear funds are not available in Escrow Accounts as
per final certificates from Escrow Collection Banks;
 Applications by persons prohibited from buying, selling or dealing in shares, directly or indirectly, by
SEBI or any other regulatory authority;
 Applications by Applicants seeking Allotment in dematerialised form whose demat accounts have been
'suspended for credit' pursuant to the circular issued by SEBI on July 29, 2010 bearing number
CIR/MRD/DP/22/2010;
 Non- ASBA Applications accompanied by more than one payment instrument;
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 Applications not uploaded on the terminals of the BSE;
 Applications for Allotment of Bonds in dematerialised form providing an inoperative demat account
number;
 In case of Applications under power of attorney or by limited companies, corporate, trust etc., relevant
documents are not submitted along with the Application Form;
 With respect to ASBA Applications, the ASBA Account not having credit balance to meet the
Application Amounts or no confirmation is received from the SCSB for blocking of funds;
 Applications by foreign nationals who are (i) based in the USA, and/or, (ii) domiciled in the USA,
and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA;
 PIO Applications without the PIO Card;
 SCSBs making an ASBA Application (a) through an ASBA Account maintained with its own self or (b)
through an ASBA account maintained through a different SCSB not in its own name, or (c) through an
ASBA Account maintained through a different SCSB in its own name, which ASBA Account is not
utilised for the purpose of applying in public issues;
 Where PAN details in the Application Form and as entered into the bidding platform of the BSE, are not
as per the records of the Depositories;
For further instructions regarding Application for the Bonds, Applicants are requested to read the Application
Form.
In terms of the RBI circular (No.DPSS.CO.CHD.No./133/04.07.05/2013-14) dated July 16, 2013, non-CTS
cheques would be processed in three CTS centres thrice a week until April 30, 2014, twice a week until October
31, 2014 and once a week from November 1, 2014 onwards. In order to enable listing and trading of Equity
Shares within 12 Working Days of the Issue Closing Date, investors are advised to use CTS cheques or use the
ASBA facility to make payments. Investors are cautioned that Application Forms accompanied by non-CTS
cheques are liable to be rejected due to any delay in clearing beyond six Working Days from the Issue Closing
Date.
Allotment Advice/ Refund Orders
In case of Applications other than those made through the ASBA process, the unutilised portion of the
Application Amounts will be refunded to the Applicant within 12 (twelve) Working Days of the Issue Closure
Date through any of the following modes:
i. Direct Credit – Applicants having bank accounts with the Bankers to the Issue shall be eligible to
receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would
be borne by us.
ii. NECS – Payment of refund would be done through NECS for Applicants having an account at any of
the 68 centres where such facility has been made available. This mode of payment of refunds would be
subject to availability of complete bank account details including the MICR code as available from the
Depositories. The payment of refunds through this mode will be done for Applicants having a bank
account at any centre where NECS facility has been made available (subject to availability of all
information for crediting the refund through NECS).
iii. NEFT – Payment of refund shall be undertaken through NEFT wherever the Applicant’s bank has been
assigned the Indian Financial System Code (“IFSC”), which can be linked to a MICR, allotted to that
particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately
prior to the date of payment of refund, duly mapped with MICR numbers. In case of online payment or
wherever the Investors have registered their nine digit MICR number and their bank account number
with the depository participant while opening and operating the demat account, the MICR number and
their bank account number will be duly mapped with the IFSC Code of that particular bank branch and
the payment of refund will be made to the Investors through this method.
iv. RTGS – If the refund amount exceeds Rs. 200,000, Applicants have the option to receive refund
through RTGS. Charges, if any, levied by the refund bank(s) for the same would be borne by us.
Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant.
v. For all other Applicants (not being ASBA Applicants), refund orders will be despatched through speed
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post/ registered post. Such refunds will be made by cheques, pay orders or demand drafts drawn in
favour of the sole/ first Applicants and payable at par at places where Application are received. Bank
charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable
by the Applicants.
In the case of Applicants other than ASBA Applicants, applying for the Bonds in dematerialised form, the
Registrar will obtain from the Depositories the Applicant’s bank account details, including the MICR code, on
the basis of the DP ID, Client ID and PAN provided by the Applicants in their Application Forms. Accordingly,
Applicants are advised to immediately update their details as appearing on the records of their Depository
Participants. Failure to do so may result in delays in dispatch of refund orders or refunds through electronic
transfer of funds, as applicable, and any such delay will be at the Applicant’s sole risk and neither our Company,
the Registrar, the Escrow Collection Banks, or the Members of the Syndicate, will be liable to compensate the
Applicants for any losses caused to them due to any such delay, or liable to pay any interest for such delay.
In case of ASBA Applicants, the Registrar shall instruct the relevant SCSB to unblock the funds in the relevant
ASBA Account to the extent of the Application Amount specified in the Application Forms for withdrawn,
rejected or unsuccessful or partially successful ASBA Applications within 12 (twelve) Working Days of the
Issue Closing Date.
Our Company and the Registrar shall credit the allotted Bonds to the respective beneficiary accounts/ dispatch the
Letters of Allotment or letters of regret/ Refund Orders by registered post/speed post/ordinary post at the
Applicant’s sole risk, within 12 Working Days from the Issue Closure Date. We may enter into an arrangement
with one or more banks in one or more cities for refund to the account of the applicants through Direct
Credit/RTGS/NEFT.
Further,
a) Allotment of Bonds in the Issue shall be made within a time period of 12 Working Days from the Issue
Closure Date;
b) Credit to dematerialised accounts will be given within two Working Days from the Date of Allotment;
c) Interest at a rate of 15% per annum will be paid if the Allotment has not been made and/or the refund
orders have not been dispatched to the applicants within 12 Working Days from the Issue Closure Date,
for the delay beyond 12 Working Days; and
d) Our Company will provide adequate funds to the Registrar for this purpose.
Retention of oversubscription
Our Company is making a public issue of the Bonds aggregating of Rs. [●] crore with an option to retain
oversubscription of Bonds up to Rs. [●] crore.
Grouping of Applications and allocation ratio
For the purposes of the Basis of Allotment:
A. Applications received from Category I Applicants: Applications received from Applicants belonging to
Category I shall be grouped together, (“QIB Portion”);
B. Applications received from Category II Applicants: Applications received from Applicants belonging to
Category II, shall be grouped together, (“Corporate Portion”);
C. Applications received from Category III Applicants: Applications received from Applicants belonging to
Category III shall be grouped together, (“High Net Worth Individual Portion”); and
D. Applications received from Category IV Applicants: Applications received from Applicants belonging to
Category IV shall be grouped together, (“Retail Individual Investor Portion”).
For removal of doubt, the terms “QIB Portion”, “Corporate Portion”, “High Net Worth Individual Portion”
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and “Retail Individual Investor Portion” are individually referred to as a “Portion” and collectively referred to
as “Portions”.
For the purposes of determining the number of Bonds available for allocation to each of the abovementioned
Portions, our Company shall have the discretion of determining the number of Bonds to be allotted over and above
the Base Issue Size, in case our Company opts to retain any oversubscription in the Issue upto Rs. [●] crore. The
aggregate value of Bonds decided to be allotted over and above the Base Issue Size, (in case our Company opts to
retain any oversubscription in the Issue), and/or the aggregate value of Bonds upto the Base Issue Size shall be
collectively termed as the “Overall Issue Size”.
Allocation ratio
Reservations shall be made for each of the Portions in the below mentioned basis:
QIB Portion Corporate Portion High Net Worth Individual Retail Individual Investor
Portion Portion
[●]% of the Overall Issue [●]% of the Overall Issue [●]% of the Overall Issue 40% of the Overall Issue Size
Size. Size Size. out.
Basis of Allotment
As specified in the respective Tranche Prospectus(es).
Our Company would allot Tranche [●] Series [●]Bonds to all valid Applications, wherein the Applicants have not
indicated their choice of Series of Bonds.
Investor Withdrawals and Pre-closure
Withdrawal of Applications during the Issue Period
Withdrawal of Direct Online Applications
Direct Online Applications may be withdrawn in accordance with the procedure prescribed by the Stock
Exchange(s).
Withdrawal of ASBA Applications
ASBA Applicants can withdraw their Applications during the Issue Period by submitting a request for the same
to the Member of the Syndicate, Trading Member or Designated Branch of an SCSB, as the case may be,
through whom the ASBA Application had been made. In case of ASBA Applications submitted to the Members
of the Syndicate or Trading Members at the Syndicate ASBA Application Locations, upon receipt of the request
for withdrawal from the ASBA Applicant, the relevant Member of the Syndicate or Trading Member, as the
case may be, shall undertake requisite actions, including deleting details of the withdrawn ASBA Application
Form from the electronic platform of the BSE. In case of ASBA Applications submitted directly to a Designated
Branch of an SCSB, upon receipt of the request for withdrawal from an ASBA Applicant, the relevant
Designated Branch shall undertake requisite actions, including deleting details of the withdrawn ASBA
Application Form from the electronic platform of the BSE and un-blocking of the funds in the ASBA Account
directly.
Withdrawal of non – ASBA Applications
Non-ASBA Applicants can withdraw their Applications during the Issue Period by submitting a request for the
same to the Member of the Syndicate or Trading Member, as the case may be, through whom the Application
had been made. Upon receipt of the request for withdrawal from the Applicant, the relevant Member of the
Syndicate or Trading Member, as the case may be, shall undertake requisite actions, including deleting details of
the withdrawn Application Form from the electronic platform of the BSE.
Withdrawal of Applications after the Issue Period
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In case an Applicant wishes to withdraw an Application after the Issue Closing Date, the same can be done by
submitting a withdrawal request to the Registrar to the Issue prior to the finalization of the Basis of Allotment.
Pre-closure: Our Company, in consultation with the Lead Managers reserves the right to close the Issue at any
time prior to the Issue Closing Date (subject to full subscription of the Retail Individual Investor Portion prior to
such early closure). Our Company shall allot Bonds with respect to the Applications received till the time of such
pre-closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable
statutory and/or regulatory requirements.
Revision of Applications
Applicants may revise/modify their Application details during the 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 Branch of an SCSB, as the case may be. However, for the purpose of Allotment, the
date of original upload of the Application will be considered in case of such revision/modification. Revision of
Applications is not permitted after the expiry of the time for acceptance of Application Forms on the
Issue Closing Date. In case of any revision of Application in connection with any of the fields which are
not allowed to be modified on the online Application platform of the Stock Exchange(s) as per the
procedures and requirements prescribed by each relevant Stock Exchange, Applicants should ensure that
they first withdraw their original Application and submit a fresh Application. In such a case the date of
the new Application will be considered for date priority for Allotment purposes.
Trading of Bonds on the floor of the Stock Exchange(s) will be in dematerialised form only in multiples of
one Bond
Allottees will have the option to re-materialise the Bonds Allotted in the Issue as per the Companies Act, 2013
and the Depositories Act.
Utilisation of Application Amounts
The sum received in respect of the Issue will be kept in separate bank accounts and we will have access to such
funds as per applicable provisions of law(s), regulations and approvals.
Utilisation of the proceeds of the Issue
Our Board of Directors certifies that:
(a) All monies received pursuant to the Issue of Bonds to public shall be transferred to a separate bank
account other than the bank account referred to in Section 40 of the Companies Act, 2013.
(b) The allotment letter shall be issued or application money shall be refunded within the time specified in
chapter titled “Issue Procedure” at page 149 of this Shelf Prospectus, failing which interest shall be due
to be paid to the applicants at the rate of 15% for the delayed period;
(c) Details of all monies utilised out of Issue referred to in sub-item (a) shall be disclosed under an
appropriate separate head in our Balance Sheet indicating the purpose for which such monies had been
utilised.
(d) Details of all unutilised monies out of issue of Bonds, if any, referred to in sub-item (a) shall be
disclosed under an appropriate separate head in our Balance Sheet indicating the form in which such
unutilised monies have been invested.
(e) We shall utilize the Issue proceeds only upon creation of security as stated in this Shelf Prospectus,
receipt of the listing and trading approval from the BSE.
(f) The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any property.
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Impersonation
Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, 2013, which is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to
him, or to any other person in a fictitious name,
shall be liable for action under section 447.”
Listing
The Bonds will be listed on the BSE. Our Company has received in-principle approval from BSE for permission
to deal in and for an official quotation of our Bonds. The application for listing of the Bonds will be made to the
BSE at an appropriate stage.
If permissions to deal in and for an official quotation of our Bonds are not granted by the BSE, our Company
will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Shelf
Prospectus. Our Company shall ensure that all steps for the completion of the necessary formalities for listing
and commencement of trading at the BSE are taken within 12 Working Days from the Issue Closure Date.
For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the
Series of Bonds, such Bonds with Series of Bonds shall not be listed.
Undertaking by the Issuer

We undertake that:
a) the complaints received in respect of the Issue (except for complaints in relation to Applications
submitted to Trading Members) shall be attended to by us expeditiously and satisfactorily;
b) we shall take necessary steps for the purpose of getting the Bonds listed within the specified time;
c) the funds required for dispatch of refund orders/ allotment advice/ certificates by registered post shall be
made available to the Registrar by our Company;
d) necessary cooperation to the credit rating agencies shall be extended in providing true and adequate
information until the debt obligations in respect of the Bonds are outstanding;
e) we shall forward the details of utilization of the funds raised through the Bonds duly certified by our
statutory auditors, to the Debenture Trustee at the end of each half year;
f) we shall disclose the complete name and address of the Debenture Trustee in our annual report;
g) we shall provide a compliance certificate to the Trustee (on an annual basis) in respect of compliance
with the terms and conditions of issue of Bonds as contained in the Shelf Prospectus and the respective
Tranche Prospectus(es); and
h) we shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may
be required from time to time.
Interest in case of Delay
The Company undertakes to pay interest in connection with any delay in Allotment, dematerialised credit and
refunds, beyond the time limits prescribed under applicable statutory and/or regulatory requirements, at such
rates as stipulated under applicable statutory and/or regulatory requirements.
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MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY
Pursuant to Schedule II of the Companies Act and the SEBI Debt Regulations, the main provisions of the
Articles of Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and
transmission of equity shares or debentures and/or their consolidation/splitting are as detailed below. Please note
that each provision herein below is numbered as per the corresponding article number in the Articles of
Association and defined terms herein have the meaning given to them in the Articles of Association.
SHARE CAPITAL
Articles Capital
5. The Share Capital of the Company is Rs. 2,500 crore (Rupees two thousand and five hundred
crore) divided into 2,50,00,000 (two crore and fifty lacs) equity shares
of Rs. 1,000/- each.
Company’s shares not to be purchased
6. No part of the funds of the Company shall be employed in the purchase of or in loans upon the
security of the Company’s shares.
Allotment of shares
7. Subject to the provisions of the Act and these articles and to the rights of the President, the
shares shall be under the control of the Board of Directors who may allot or otherwise dispose
off the same to such person and on such terms and conditions as they think fit.
CERTIFICATES
Share Certificate
9. (1) Every person whose name is entered as a member in the register shall, without payment, be
entitled to a certificate under the common seal of the Company specifying the share or shares
held by him and the amount paid thereon, provided that no certificate of any share or shares in
the Company shall be issued except in pursuance of a resolution passed by the Board and on
surrender to the Company of its letter of allotment or of its fractional coupons of requisite value
save in cases of issues against letters of acceptance or renunciation or in cases of issue of bonus
shares. If the letter of allotment is lost or destroyed, the Board may impose such reasonable
terms, if any, as to evidence and indemnity and the payment of out of pocket expenses incurred
by the Company in investigating evidence as the Board thinks fit.
(2) In respect of share or shares held jointly by several persons, the Company shall not be bound to
issue more than one certificate, and delivery of a certificate for a share to one of several joint
holders and shall be sufficient delivery to all.
Issue of new share, debenture certificate etc. in place of defaced, lost or destroyed
10. (1) No certificate of any share(s), debenture(s) or letter(s) of allotment shall be issued either in
exchange for those which are sub-divided or consolidated or in replacement of those, which are
defaced, torn or old decrepit, worn out; or where the cages on reverse for recording transfers
have been fully utilised, unless the certificate or the allotment letter in lieu of which it is issued
is surrendered to the Company. The Company shall not charge any fee for sub-division and
consolidation of shares and debenture certificates, sub-division of letter(s) of allotment, splitting,
consolidation, renewal and Pucca transfer Receipts into denominations corresponding to the
market units of trading, issue of new certificates in lieu of old, decrepit or worn out or where the
cages on the reverse 'for recording transfers have been fully utilised, registration of transfer of its
shares and debentures, sub-division of renounceable letters of Right and registration of .any
Power of Attorney, Probate, letter of Administration or similar other documents.
Provided that the Company may charge fees which may be agreed upon by the Stock Exchange
for sub-division and consolidation of share and debenture certificates, sub-division of letters of
allotments and' splitting, consolidation renewal and Pucca Transfer receipts into denominations
other than those fixed for the market units of trading.
(2) No duplicate share/debenture certificate shall be issued in lieu of those that are lost and/or
destroyed without the prior consent of the Board or without payment of such fees as may be
agreed upon by the Stock Exchange and on such reasonable terms, if any, as to evidence and
indemnity and the payment of out of pocket expenses incurred by the Company in investigation
of evidence as the Board thinks fit.
CALLS
Calls on shares
11. The board may, from time to time, make calls upon the members in respect of any moneys
unpaid on their shares and specify the time or times of payments, and each member shall pay to
the Company at the time or times so specified the amount called on his shares:
Provided, however, that the board may, from time to time, at its discretion, extend the time fixed
for the payment of any call and may extend such time to any of the members whom for
residence at a distance or other cause, the directors may deem entitled to such extension, but no
member shall be entitled to such extension save as a matter of grace and favour.
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When interest on call payable.
12. If a sum payable in respect of any call be not paid on or before the day appointed for payment
thereof the holder for the time being or allottee of the share in respect of which a call shall have
been made shall pay interest on the same at such rate not exceeding 6 per cent per annum as the
board shall fix from the day appointed for the payment thereof to the time of actual payment but
the board may waive payment of such interest wholly or in part.
Payment in anticipation of calls may carry interest.
13. The board may, if they think fit, receive from any member willing to advance the same, all or
any part of the moneys due upon the shares held by him beyond the sums actually called for and
upon the moneys so paid in advance or so much thereof as from time to time exceeds the amount
of the calls then made upon the shares in respect of which such advances have been made, the
Company may pay interest at such rate not exceeding 6 per cent per annum as the members
paying such sum in advance and the board agree upon, and the board may, at any time, repay the
amount so-advanced upon giving to such member three months notice in writing.
Joint-holders’ liability to pay.
14. The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
LIEN
Company’s lien on shares
15. The Company shall have a first and paramount lien on every share (not being a fully-paid share)
for all moneys (whether presently payable or not) called or payable at a fixed time in respect of
that share, and the Company shall also have a lien on all shares (other than fully paid shares)
standing registered in the name of a single person, for all money presently payable by him or his
estate to the Company but the board of directors may, at any time, declare any share to be
wholly or in part exempt from the provisions of this article. The Company's lien, if any, on a
share shall extend to all dividends payable thereon.
TRANSFER AND TRANSMISSION OF SHARES
Register of transfers
22. The Company shall keep a book to be called the Register of transfers and therein enter the
particulars of several transfers or transmissions of any share.
Transfer and transmission of shares
23. The right of members to transfer their shares shall be restricted as follows:-
a) a share may be transferred by a member or other person entitled to transfer to a person approved
by the President; and
b) subject as aforesaid, the directors, may in their absolute and uncontrolled discretion, refuse to
register any proposed transfer of shares.
Notice of refusal to register transfer
24. (1) If the directors refuse to register the transfer of any shares they shall, within two months from
the date on which the instrument of transfer or the intimation of such transmission, as the case
may be, is delivered to the Company send to the transferee and the transferor or to the person
giving intimation of such transfer, as the case may be, notice of the refusal.
(2) In case of debentures/bonds, the transfer, transmission/sub-division or consolidation shall be
effected within one month from the date of lodgement thereof:
Provided that the notice of refusal to register transfer transmission, sub-division or consolidation
shall be sent within one month from the date on which the instrument of transfer or the
intimation/request of transmission/ sub-division or consolidation, as the case may be, is lodged
with the company
Company not bound to recognize any interest in shares other than that of the registered
holders.
25. Save as herein otherwise provided, the directors shall be entitled to treat the person whose name
appears on the register of members as the holder of any share as the absolute owner thereof and
accordingly shall not (except as ordered by a court of competent jurisdiction or as by law
required) be bound to recognise any benami trust or equity or equitable contingent or other
claims to or interest in such share on the part of a person, whether or not it shall have express or
implied notice thereof.
Execution of transfer
26. The instrument of transfer of any share in the Company shall be executed both by the transferor
and transferee, and the transferor shall be deemed to remain a holder of the share until the name
of the transferee is entered in the register of members in respect thereof.
Form of transfer
27. Shares in the Company shall be transferred in the prescribed form as-given in the Company
(Central Government) General Rules and Forms 1956 or any amendment thereof.
Transfer to be left at office and evidence of title to be given
28. Every instrument of transfer shall be left at the office for registration accompanied
by the certificate of the shares to be transferred and such evidence as the Company
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may require to prove the title of the transferor, or his right to transfer the shares. All
instruments of transfer shall be retained by the Company but any instrument of
transfer which the directors may decline to register shall be returned to the person
depositing the same.
Transmission by operation of law
29. Nothing contained in article 23 shall prejudice any power of the Company to register as share-
holder any person to whom the right to any shares in the Company has been transmitted by
operation of law.
When transfer books and register may be closed
30. The transfer books and register of members or-the-register of debenture holders may be closed
for any time or times not exceeding in the aggregate 45 days in each year but not exceeding 30
days at a time, by giving not less than seven days previous notice and in accordance with
Section 154 of the Act.
Director’s right to refuse registration
31. The directors shall have the same right to refuse to register a person entitled by transmission to
any shares or his nominee, as if he were the transferee named in the ordinary transfer presented
for registration.
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
Transfer and transmission of debentures etc.
10 (3) For the transfer/transmission of a security/bond/debenture of the Company the
security/bond/debenture holder (hereinafter referred to as the Bond holder) and the heirs of the
bond holders will be required to comply with the terms and conditions of the
security/bond/debenture issue. If the bond holder or his legal heir fails to comply with the
required formalities like submission of the probate of will/letter of administration/ succession
certificate or any other document required then HUDCO Board will have right to refuse
transfer/transmission of security/bond/ debenture and convey refusal as provided under these
Articles. However, in the event of death, bankruptcy or insolvency of an existing bond holder if
the compliance of the required formalities create hardship to any of the bond holder of HUDCO
or his legal heir and HUDCO Board is convinced of this fact, HUDCO Board may in its absolute
discretion (which discretion shall not be questioned) dispense with the requirement of the
production of the probate of will, letter of administration or succession certificate or compliance
of any other requirement by the bond holder or his heir and authorise the company to register the
name of the bond holder or his heirs on the basis of the indemnity bond and/or any other
document as the Board may deem fit.
Power to increase capital
32. Subject to the approval of the President the directors may, with the sanction of the Company in
general meeting increase the share capital by such sum, to be divided into shares of such
amount, as the resolution shall prescribe.
On what condition new shares may be issued
33. Subject to such direction as may be issued by the President in this behalf, new shares shall be
issued upon such terms and conditions and with such rights and privileges attached thereto as the
general meeting resolving upon the creation thereof shall direct and if no direction be given, as
the directors shall determine.
How far new shares to rank with shares in original capital.
34. Except so far as otherwise provided by the conditions of issue, or by these articles, any capital
raised by the creation of new shares shall be considered part of the original capital and shall be
subject to the provisions herein contained with reference to the payment of calls and instalments,
transfer and transmission, lien, voting, surrender and otherwise.
New shares to be offered to members
35. The new shares shall be offered to the members in proportion to the existing shares held by each
member and such offer shall be made by notice specifying the number of shares to which the
member is entitled and limiting a time within which the offer, if not accepted, will be deemed to
be declined; and after the expiration of such time or on receipt of an intimation from the member
to whom such notice is given that he declines to accept the shares offered, the directors may
dispose of the same in such manner as they think most beneficial to the Company.
Reduction of capital etc.
36. Subject to such direction as may be issued by - the President in this behalf and to the provisions
of Sections 100 to 104 of the Act, the Company may, from time to time, by special resolution
reduce its capital in any way and in particular and without prejudice to the generality of the
foregoing power may:
(a) extinguish or reduce the liability on any of the shares in respect of share capital not paid up
(b) either with or without extinguishing or reducing liability on any of its shares,
(i) cancel any paid up share capital which is lost or is unrepresented by available assets; or
(ii) payoff any paid up share capital which is in excess of the wants of the Company upon the
footing that it may be called up again or otherwise, and the directors may subject to the
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provisions of the Act, accept surrender of shares.
Sub-division and consolidation of shares
37. Subject to the approval of the President, the Company in general meeting may, from time to
time:
(a) increase its share capital by such amount as it thinks expedient by issuing new shares;
(b) consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares;
(c) convert all or any of its fully paid up shares into stock and reconvert that stock into fully paid up
shares of any other denomination;
(d) sub-divide its shares or any of them into shares of smaller amount than is fixed by the
Memorandum so, however, that, in the sub-division, the proportion between the amount paid
and the amount, if any unpaid on each reduced share shall be the same as it was in the case of
the share from which the reduced share is derived;
(e) cancel shares which at the date of the passing of the resolution in that behalf, have not been
taken or agreed to be taken by any person, and diminish the amount of its share capital by the
amount of the shares so cancelled.
And shall file with the Registrar such notice of exercise of any such powers as may be required
by the Act.
MODIFICATION OF CLASS RIGHTS
Power to modify
38. If at any time, the capital, by reason of the issue of preference shares or otherwise, is divided
into different classes of shares, all or any of the rights and privileges attached to each class may,
subject to the provisions of Sections 106 and ·107 of the Act, and subject to the prior approval
of the President be modified, abrogated or dealt with by agreement between the Company and
any person purporting to contract on behalf of that class, provided such agreement is:
(a) ratified in writing by the holders of at least three fourth of the nominal value of the issued shares
of that class; or
(b) confirmed by a special resolution passed at a separate general meeting of the holders of shares of
that class and all the provisions hereinafter contained as to general meeting shall mutatis
mutandis apply to every such meeting, except that the quorum thereof shall be members holding
or representing by proxy one-fifth of the nominal amount of the issued shares of that class.
This article is not by implication to curtail the power of modification which the Company would
have if the article was omitted.
BORROWING POWERS
Power to borrow
39. Subject to the provisions of the Act, the board may, from time to time, borrow and/or secure the
payment of any sum or sums of money for the purposes of the Company, by means of a
resolution passed at the meeting of the Board.
Provided that the borrowings will be regulated as may be decided by the Board of Directors
keeping -in view the guidelines and subject to the directions issued by the Government of India
from time to time.
40. The Board may, keeping in view the guidelines and subject to the directions issued by the
Government of India from time to time, raise or secure the payment or repayment of such sum
or sums in such manner and upon such terms and conditions in all respects as it thinks fit and in
particular, by the issue of bonds, perpetual, or redeemable debentures or debenture stock, or any
mortgage charge or other security on the undertaking of the whole or any part of the property of
the Company (both present and future) including its uncalled capital for the time being.
Securities may be assignable free from equities
41. Debentures, debenture stock, bonds or other securities, may be made assignable free from any
equities between the Company and the persons to whom the same may be issued.
Issue of debentures etc. at discount or with special privilege
42. Subject to the approval of the President and Sections 79 and 117 of the Act, any debentures,
debenture stock, bonds or other securities may be issued at a discount,· premium or otherwise,
and with any special privileges to redemption, surrender, drawings, appointment of directors and
otherwise.
Persons not to have priority over any prior charge
43. Whenever any uncalled capital of the Company is charged, all persons taking any subsequent
charge thereon shall take the same subject to such prior charge and shall not be entitled by
notice to the share-holders or otherwise to obtain priority over such prior charge.
GENERAL MEETINGS
General meeting
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45. The first annual general meeting of the Company shall be held within 18 months from the date
of its incorporation and thereafter the next annual general meeting of the Company shall be held
within 6 months after the expiry of the financial year in which the first annual general meeting
was held and thereafter an annual general meeting shall be held by the Company within 6
months after the expiry of each financial year, in accordance with the provisions of Section 166
of the Act. Such general meetings shall be called "annual general meetings" and all other
meetings of the Company shall be called "extra-ordinary general meetings".
When extraordinary meeting to be called
46. The board may, whenever it thinks fit, and it shall when so required by the President or on the
requisition of the holders of not less than one-tenth of the paid-up 'capital of the Company upon
which all calls or other sums then due have been paid, forthwith proceed to convene an extra-
ordinary meeting of the Company and in the case of such requisition the following provisions
shall have effect :-
(1) The requisition must state the objects of meeting and must be signed by the requisitionists and
deposited at the office and may consist of several documents in like form each signed by one or
more requisitionists.
(2) If the board does not proceed within 21 days from the date of deposit of valid requisitions to call
a meeting on a day not later than 45 days from such date, the meeting may be called by such of
the requisitionists as represent either a majority in value of the paid-up share capital held by all
of them or not less than one-tenth of such of the paid-up share capital of the Company as is
referred to in clause (a) of sub-section (4) of Section 169 of the Act whichever is less.
(3) Any meeting convened under this article by the requisitionists shall be convened in the same
manner as nearly as possible as that in which meetings are to be convened by the directors.
If, after a requisition has been received, it is not possible for a sufficient number of directors to
meet in time so as to form a quorum, any director may convene an extraordinary general
meeting in the same manner as nearly as possible as that in which meetings may be convened by
the directors.
Notice of Meeting.
47. At least twenty one clear days' notice in writing specifying the place, day and hour of General
Meetings, with a statement of business to be transacted at the meeting shall be served on every
member in the manner provided by the Act, but with the consent in writing of all the members
entitled to receive notice of the same, any General Meeting may be convened by such shorter
notice and in such manner as those members may think fit.
Business of annual meeting.
58. The business of any annual general meeting shall be to receive and consider the profit and loss
account, the balance sheet and the report of the directors and of the auditors, to declare
dividends, and to transact any other business which under these articles ought to be transacted at
any annual general meeting. All other business transacted at an annual general meeting, and all
business transacted at an extra ordinary general meeting shall be deemed special.
PROCEEDINGS AT GENERAL MEETINGS
Quorum
59. Five members present in person, of whom one shall be a representative of the President, shall be
a quorum for a general meeting.
Right of President to appoint any person as his representative.
60. (1) The President, so long as he is a shareholder of the Company, may, from time to time appoint
such person as he thinks fit (who need not be a member or members of the Company) to
represent him at all or any meetings of the company
(2) Any person appointed under sub-clause (1) of the article, who is personally present at the
meeting, shall be deemed to be a member entitled to vote and be present in person and shall be
entitled to represent the President at all or any such meetings and to vote on his behalf whether
on a show of hands or on a poll.
(3) The President may, from time to time, cancel any appointment made under sub-clause (1) of this
article and make fresh appointments.
(4) The production at the meeting of an order of the 'President, evidenced as provided in the
Constitution of India shall be accepted by the Company as sufficient evidence of any such
appointment or cancellation as aforesaid.
(5) Any person appointed by the President under. this article may, if so authorised by such order,
appoint a proxy whether specially or generally.
Chairman of general meeting
61. The Chairman of the board of directors shall be entitled to take the chair at every general
meeting or if there be no such Chairman, or if at any meeting he shall not be present within
fifteen minutes after the time appointed for holding such meeting or is unwilling to act as
Chairman, the members present shall choose another director as Chairman, and if no director
shall be present or, if all the directors present decline to take the chair, then the members
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present, shall choose one of the members to be Chairman.
When if quorum not present, meeting to be dissolved and when to be adjourned
62. If within fifteen minutes from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon any requisition of the members as aforesaid shall be dissolved but in
any other case it shall stand adjourned to the same day in the next week not being a public
holiday (but if the same be a public holiday the meeting shall stand adjourned to the succeeding
date of such public holiday) at the same time and place and if, at such adjourned meeting, a
quorum is not present, those members who are present shall be a quorum and may transact the
business for which the meeting was called.
How questions to be decided at meeting
63. Every question submitted to a meeting shall be decided in the first instance by a show of hands,
and in the case of an equality of votes the chairman shall, both on a show of hands and at a poll
(if any), have a casting vote in addition to the vote to which he may be entitled as a member.
What is to be evidence of the passing of resolution where poll not demanded
64. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of
hands, unless a poll is, before or on the declaration of the result of the show of hands, demanded
by a member present in person or proxy or by duly authorised representative, .find unless a poll
is so demanded a declaration by the chairman that the resolution has, on a show of hands been
carried or carried unanimously or by a particular majority or lost, and an entry to that effect in
the book of proceedings of the Company shall be conclusive evidence of the fact, without proof
of the number or proportion of the votes recorded in favour of or against that resolution.
Poll
65. If a poll is duly demanded, it shall be taken in such manner and at such time and place as are in
accordance with Sections 179 and 180 of the Act.
Power to adjourn general meeting.
66. The chairman of a general meeting may, with the consent of the member, adjourn the same from
time to time and from place to place, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the adjournment took
place.
In what cases poll taken without adjournment
67. Subject to provisions of Section 180 of the Act, any poll duly demanded on the election of a
chairman of a meeting or on any question of adjournment shall be taken at the meeting without
adjournment.
68. Business may proceed not withstanding demand of poll
The demand of a poll shall not prevent the continuation of a meeting for the transaction of any
business other than the question on which a poll has been demanded.
Chairman’s decision conclusive
69. The chairman of any meeting shall be the sole judge of the validity of every vote tendered at
such meeting. The chairman present at the taking of a poll shall be the sole judge of the validity
of every vote tendered at such poll.
VOTES OF MEMBERS
Votes of members
70. Upon a show of hands every member present in person shall have one vote, and upon a poll,
every member present in person or by proxy or by duly authorised representative shall have one
vote for every share held by him.
BOARD OF DIRECTORS
Number of directors
82. Until otherwise determined in a general meeting the number of directors of the Company shall
be not less than three and not more than ten. The directors are not required to hold any
qualification shares.
Appointment of chairman, managing director and other directors
83. (1) The President shall appoint the chairman and shall appoint other directors in consultation with
the chairman provided that no such consultation is necessary in respect of government
representatives on the board of directors of the Company. The directors (including the
chairman/managing director) shall be paid such salary and/or allowances as the President may,
from time to time, determine.
(2) The President may, from time to time, appoint a managing director and other whole-time
director/directors on such terms and remuneration (whether by way of salary or otherwise) as he
may think fit.
(3) Subject to the relevant provisions of the Act, -the President shall have the right to remove or
dismiss the chairman, the managing director/wholetime director and the directors for any
reasons whatsoever and shall have the right to fill in any vacancy in the office of the chairman,
managing director/ whole-time director or the directors caused by removal, dismissal.
resignation, death, or otherwise.
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(4) Subject to the provisions of Section 292 of the Companies Act, the directors may, from time to
time, entrust and confer upon the chairman or the managing director, for the time-being such of
the powers as they may think fit and may confer such powers for such time and to be exercised
for such objects and purposes and on such terms and conditions and with such restrictions as
they may think expedient and may from time to time, revoke, withdraw, alter or vary all or any
of such powers.
The President may, from time to time, appoint General Manager(s) Constituent units, in
consultation with the Board of Directors, on such terms and remuneration as he may think fit
and remove or dismiss them for any reasons whatsoever and shall have the right to fill in any
vacancy in the office of the General Manager(s) caused by removal, dismissal, resignation, death
or otherwise.
Disqualifications of directors
88. A person shall not be capable of being appointed as a director of the Company if he suffers from
any of the disqualifications enumerated in Section 274 of the Act. The office of a director shall
be vacated if any of the conditions set out in Section 283 of the Act comes to happen. This is
without prejudice to the right of the President to remove any director without assigning any
reasons whatsoever.
Powers of chairman
93. The Chairman shall reserve for the orders of President any proposals or decisions of the
directors in any matter which, in the opinion of the Chairman, is of such importance as to be
reserved for the approval of the President. No action shall be taken by the Company in respect of
any proposal or decision of the directors reserved for the approval of the President as aforesaid
until his approval to the same has been obtained. Without prejudice to the generality of the
above provision the directors shall reserve for the order of the President any proposal or decision
for:
(i) the sale, lease or disposal otherwise of the whole, or substantially the whole of the undertaking
of the Company.
(ii) the formation of a subsidiary Company.
(iii) the winding up of the Company; and
(iv) the division of capital into different classes of shares.
Rights of the President
127. Notwithstanding anything contained in any of these Articles the President may, from time to
time, issue such directives or instructions as may be considered necessary in regard to the
finances, conduct of business and affairs of the Company. The Company shall give immediate
effect to the directives or instruction so issued. In particular the President will have the powers:
(i) to give directions to the Company as to the exercise and performance of its functions in matter
involving national security of substantial public interest;
(ii) to authorise the amount of capital to be raised and the terms and conditions on which it may be
raised;
(iii) to approve the corporation's revenue budget in case there is an element of-deficit which is
proposed to be met by obtaining funds from the Government;
(iv) to approve purchases and contracts of a major nature involving substantial capital out-lay which
are in excess of the powers vested in the corporation;
(v) to call for such returns, accounts and other information with respect to the property and activities
of the Company as may be required from time to time;
(vi) to approve the enterprise's five-year and annual plans of development and the Company's capital
budget;
(vii) to approve agreements involving foreign collaboration proposed to be entered into by the
Company.
Provided that all directives issued by the President shall be in writing addressed to the
Chairman. The Board shall, except where the President considers that the interest of the national
security requires otherwise, incorporate the contents of directives issued by the President in the
annual report of the Company and also indicate its impact on the financial position of the
Company
General power of Company vested in directors
84. (1) Subject to the provisions of the Act, the board of directors of the Company shall be entitled to
exercise all such powers and to do all such acts and things as the Company is authorised to
exercise and do, provided that the board shall not exercise any power or do any act or thing
which is directed or required, whether by the Act or any other Act or by the memorandum and
articles of the Company or otherwise, to be exercised or done by the Company in general
meeting.
Provided further that in exercising any such power or doing any such act or thing, the board
180
shall be subject to the provisions contained in that behalf in the Act or any other Act or in the
memorandum and articles of the Company, or in any regulations not inconsistent therewith and
duly made thereunder, including regulations made by the Company in general meeting.
(2) No regulation made by the Company in general meeting shall invalidate any prior act of the
board which would have been valid if that regulation had not been made.
DIVIDENDS
Dividends
100 The profits of the Company available for payment of dividends, subject to any special rights
relating thereto created or authorized to be created by these presents and subject to Section 93 of
the Act and subject to the provisions of these presents as to reserve fund shall, with the approval
of the President, be divisible among members in the proportion to the amount of the capital held
by them respectively.
Paid up in Advance
101 Where capital is paid up on any shares in advance of calls, such capital shall not, confer a right
to participate in profits.
Declaration of dividends
102 The Company in general meeting may declare a dividend to be paid to the members according to
their rights and interests in the capital, and may fix the time for payment but no dividend shall
exceed the amount recommended by the directors.
Dividends out of profits only and not to carry interest
103 No dividend shall be payable, otherwise than out of the profits of the year or other period or any
other undistributed profits of the Company and no dividend shall carry interest as against the
Company.
Interim dividend
105. The directors may from time to time pay to the members such interim dividends as
in their judgement the position of the Company justifies.
Unclaimed dividend
113. All dividends unclaimed for one year, after having been declared, may be invested or otherwise
made use of by the directors for the benefit of the Company until claimed. No unclaimed
dividend shall be forfeited.
WINDING UP
Distribution of assets on winding up
128. If the Company shall be wound up and the assets available for distribution among the members
as such shall be insufficient to repay the whole of the paid up capital, such assets shall be
distributed so that, as nearly as may be the losses shall be borne by the members in proportion to
the capital paid up or which ought to have been paid up, at the commencement of the winding
up of the shares held by them respectively. And if, in winding up, the assets available for
distribution among the members shall be more than sufficient to repay the whole of the capital
paid up at the commencement of the winding up, the excess shall be distributed amongst the
members in proportion to the capital at the commencement of the winding up, paid up or which
ought to have been paid up on the shares held by them respectively. But this clause is to be
without prejudice to the rights of the holders of shares issued upon special terms and conditions.
181
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by our
Company or entered into more than two years before the date of this Shelf Prospectus) which are or may be
deemed material have been entered or are to be entered into by our Company. These contracts and also the
documents for inspection referred to hereunder, may be inspected on Working Days at the Registered and
Corporate Office of our Company situated at HUDCO Bhawan, Core- 7A, India Habitat Centre, Lodhi Road,
New Delhi 110003, India, from 10.00 a.m. and 12.00 noon on any Working Day during which Issue is open for
public subscription under the respective Tranche Prospectus(es).
MATERIAL CONTRACTS
1. Memorandum of Understanding dated September 2, 2015 between our Company and the Lead
Managers.
2. Memorandum of Understanding dated September 2, 2015 between our Company and the Registrar to
the Issue.
3. Debenture Trustee Agreement dated July 28, 2015 between our Company and the Debenture Trustee.
4. Escrow Agreement dated September 23, 2015 between our Company, the Registrar, the Escrow
Collection Banks and the Lead Managers.
5. Tripartite Agreements dated September 20, 2011, between CDSL/NSDL, our Company and the
Registrar to the Issue.
MATERIAL DOCUMENTS
1. Memorandum and Articles of Association of our Company, as amended to date.

2. Copy of shareholders resolution dated September 5, 2014 under section 180 (1) (c) of the Companies
Act on borrowing limit.
3. Copy of the Board resolution dated July 20, 2015 approving the Issue.
4. Letters dated October 19, 2015and January 11, 2016 by CARE assigning a rating of ‘CARE AAA’ to
the Bonds.
5. Letters dated October 19, 2015and January 11, 2016 by IRRPL assigning a rating of ‘IND AAA’ to the
Bonds.
6. Consents of each of the Directors, the Compliance Officer, Lead Managers, legal counsel to the
Company as to Indian law, Registrar to the Issue, Bankers to our Company, Escrow Collection Bankers/
Bankers to the Issue, the Debenture Trustee for the Bonds and the Credit Rating Agencies to include
their names in this Shelf Prospectus, in their respective capacities.
7. Consent of the Auditors, for inclusion of their name and the report on the Accounts in the form and
context in which they appear in this Shelf Prospectus and their statement on tax benefits mentioned
herein.
8. Auditor’s Report dated October 26, 2015 on the reformatted financial information prepared under Indian
GAAP for the financial year March 31, 2015, 2014, 2013, 2012 and 2011.
9. Statement of tax benefits dated October 26, 2015 issued by our Statutory Auditors.
10. Limited review report dated November 9, 2015.
11. Notification no. 59/2015 dated July 6, 2015 issued by the CBDT.
12. Annual Report of our Company for the last five Fiscals.
13. In-principle listing approval from BSE vide its letter no. DCS/SJ/PI-BOND/09/15-16 dated November
4, 2015.
14. Due Diligence Certificate dated January 18, 2016 filed by the Lead Managers with SEBI.
15. Letter bearing no. IMD/DOF-1/BM/VA/OW/29398/2015 dated October 19, 2015 by SEBI for
permission to disclose unaudited quarterly financial results with limited review report in the offer
document.
Any of the contracts or documents mentioned above may be amended or modified at any time, without
reference to the Bondholders, in the interest of our Company in compliance with applicable laws.
182
DECLARATION
We, the undersigned Directors of the Company, hereby certify and declare that all relevant provisions of the
Companies Act, 1956/ the Companies Act, 2013 as applicable on the date of this Shelf Prospectus and rules
made thereunder and the guidelines issued by the Government of India and/ or the regulations/ guidelines/
circulars issued by Securities and Exchange Board of India Act, 1992 as applicable, including the Securities and
Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended, in connection
with the Issue have been complied with, and nothing in this Shelf Prospectus is contrary to the provisions of the
Companies Act, 1956/ the Companies Act, 2013, as applicable on the date of this Shelf Prospectus, the
Securities Contracts (Regulation) Act, 1956, or the Securities and Exchange Board of India Act, 1992 and the
rules, regulations, circulars or guidelines made/ issued thereunder.
We further certify that the disclosures and statements made in this Shelf Prospectus are true and correct and do
not omit disclosure of any material fact which may make the statements made therein, in light of circumstances
under which they were made, misleading and that this Shelf Prospectus does not contain any misstatements, and
such disclosures and statements are in conformity with the relevant provisions of the Companies Act, 2013 to
the extent applicable as on the date of this Shelf Prospectus and rules made thereunder, Securities and Exchange
Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended .
Signed by the Board of Directors

1. Dr. Ravi Kanth Medithi
Chairman and Managing Director
2. Mr. Nand Lal Manjoka

Director
3. Mr. Rakesh Kumar Arora

Director
4. Ms. Jhanja Tripathy

Director
5. Mr. Rajiv Ranjan Mishra

Director
Place: New Delhi

Date: January18, 2016
183
ANNEXURE A
FINANCIAL INFORMATION OF
HUDCO
1. Limited Review Report of HUDCO for the
period ended 30th September, 2015
2. Examinatior Report on Financial Information
of HUDCO for the year ended 31st March
2015, 2014, 2013, 2012 and 2011
F-1
F-2
F-3
EXAMINATION REPORT
The Board of Directors

Housing and Urban Development Corporation Ltd.
HUDCO Bhawan, Core-7-A,
India Habitat Centre,
Lodhi Road,
New Delhi - 110 003
Dear Sir,
Re: Proposed public issue by the Housing and Urban Development Corporation Ltd. (“Issuer”) of Tax
Free Bonds (the “Bonds”) of face value of Rs.1,000 each, in the nature of secured, redeemable, non-
convertible Bonds at par in one or more tranches for an issue size within the limits of Rs. 5000 crore
allocated under notification No. 59/2015 dated July 6, 2015 issued by Central Board of Direct Taxes.
1. We have examined the reformatted financial information of Housing and Urban Development
Corporation Ltd. (the “Company”) annexed to this report and initialed by us for identification
purposes only. The said reformatted financial information has been prepared by the Company in
accordance with Section 26(1)(b) of Part I of Chapter III of the Companies Act, 2013 (the “Act”) and
the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008
(“SEBI Regulations”), as amended, in pursuance of Section 11 of the Securities and Exchange Board of
India Act, 1992, and related clarifications and in terms of our engagement letter dated Oct 26, 2015, in
connection with the Company’s Proposed Issue of secured, redeemable, non-convertible Bonds, having
benefits under Section 10(15)(iv)(h) of the Income Tax Act, 1961. The reformatted financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these reformatted financial statements. This reformatted Financial Information is proposed to be
included in the Draft Shelf Prospectus, Shelf prospectus and Tranche prospectus (collectively referred
to as “offer document”) of the Company.
2. Financial Information as per Audited Financial Statements
We have examined the attached ‘Statements of Assets and Liabilities’ of the Company for the financial
year as at 31st March, 2011 to 31st March, 2015 (Annexure I), ‘Statement of Profit and Loss’ of the
Company for the financial years from 31st March, 2011 to 31st March, 2015 (Annexure II), and ‘Cash
Flow Statement’ of the Company for the financial years from 31st March, 2011 to 31st March, 2015
(Annexure III), referred to as ‘Reformatted Financial Statements’. The Reformatted Financial
Statements have been extracted from the audited financial statements of the Company. The financial
statements of the Company for the year ended 31st March 2013, 2012 and 2011 have been audited by
Agiwal & Associates , Chartered Accountants. The Reformatted Financial Statements for the year as at
31st March, 2011 to 31st March, 2015 have been adopted by the board. Based on our examination of
these Reformatted Financial Statements, we state that:
i. These have to be read in conjunction with the Significant Accounting Policies and Significant
Notes to the Accounts given in Annexure IV and V, respectively to this report.
ii. There are no extraordinary items that need to be disclosed separately in the Reformatted
Financial Statements.
iii These Reformatted Financial Statements have been prepared in “Rs. in Crore” for the
convenience of the readers.
iv. There are qualifications in the auditor’s report on financial statements as on and for the years
ended 31st March, 2015, 2014, 2013, 2012 and 2011 which are given in Annexure XII.
3. We have examined these Reformatted Financial Statements taking into consideration the guidance
note on reports in company prospectus (Revised) issued by the Institute of Chartered Accountants of
India & it may be informed that these Reformatted Financial Statements have not been adjusted for
changes in accounting policies retrospectively in the respective financial years to reflect the same
accounting policies for all the reporting periods and the adjustments of amounts pertaining to
F-4
previous years in the respective financial years to which they relate.
4. Other Financial Information of the Company:
We have examined the following information relating to the Company as at and for each of the years
ended 31st March, 2015, 2014, 2013, 2012 and 2011 proposed to included in the offer document as
approved by the Board of Directors annexed to this report:
i. Significant Accounting Policies as at and for each of the years ended 31st March, 2015,
2014, 2013, 2012 and 2011 (Annexure IV);
ii. Significant Notes to Accounts as at and for each of the years ended 31st March, 2015, 2014,
2013, 2012 and 2011 (Annexure V);
iii. Related Party Information as at and for each of the years ended 31st March, 2015, 2014,
2013, 2012 and 2011 (Annexure VI);
iv. Statements of Accounting Ratios as at and for each of the years ended 31st March, 2015,
2014, 2013, 2012 and 2011 (Annexure VII);
v. Statement of the Dividend as at and for each of the years ended 31st March, 2015, 2014,
2013, 2012 and 2011 (Annexure VIII);
vi. Statement of Tax Shelter as at and for each of the years ended 31st March, 2015, 2014, 2013,
2012 and 2011 (Annexure IX);
vii. Capitalization Statement as at 31st March, 2015 (Annexure X); and
viii. Statement of Contingent Liabilities as at and for each of the years ended 31st March, 2015,
2014, 2013, 2012 and 2011 (Annexure XI).
5. This report should not, in any way, be construed as a reissuance or redrafting of any of the previous
audit reports nor should this be construed as a new opinion on any of the Reformatted Financial
Statements.
6. This report is intended solely for your information and for inclusion in the offer document, in
connection with the proposed issue of Bonds, having Benefits Under Section 10(15)(iv)(h) of the
Income Tax Act, 1961 and is not to be used, referred to or distributed for any other purpose without
our prior written consent.
7. We have no responsibility to update our report for events and circumstances occurring after the date of
this report.
For Dhawan & Co.,
Chartered Accountants
(Firm registration No. 002864N)
Place of Signature: New Delhi (Sunil Gogia)

Dated: Oct 26, 2015 (Partner)
Membership No. 073740
F-5
HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED
Statement of Assets & Liabilities
Annexure - I
(`
` in crore)
S.No PARTICULARS NOTE No. As at As at NOTE No. As at NOTE No. As at As at
st st st st st
31 March, 2015 31 March, 2014 ** 31 March, 2013 * 31 March, 2012 31 March, 2011
I EQUITY AND LIABILITIES
(1) Share Holders' Funds

(a) Share Capital 2 2,001.90 2,001.90 2 2,001.90 2 2,001.90 2,001.90
(b) Reserves and Surplus 3 5,779.27 5,121.43 3 4,512.06 3 3,986.99 3,519.07
Sub-Total (1) 7,781.17 7,123.33 6,513.96 5,988.89 5,520.97
(2) Non-current Liabilities

(a) Long-term Borrowings 4 18,315.14 18,868.21 4 13,504.40 4 13,713.59 9,531.54
(b) Deferred Tax Liabilities (Net) 5 506.89 495.05 5 416.39 5 350.37 281.85
(c) Other Long-term Liabilities 6 73.11 112.59 6 104.15 6 51.74 119.71
(d) Long-term Provisions 7 258.92 227.68 7 219.23 7 211.83 163.40
Sub-Total (2) 19,154.06 19,703.53 14,244.17 14,327.53 10,096.50
(3) Current Liabilities
(a) Short-term Borrowings 8 0.00 20.00 8 48.54 8 0.00 100.00
(b) Trade Payable 9 9.34 13.76 9 18.78 9 31.10 10.72
(c) Other Current Liabilities 10 5,977.26 3,176.48 10 5,894.90 10 6,928.91 6,861.00
(d) Short-term Provisions 11 191.54 176.43 11 228.80 11 217.05 147.74
Sub-Total (3) 6,178.14 3,386.67 6,191.02 7,177.06 7,119.46
Total (1+2+3) 33,113.37 30,213.53 26,949.15 27,493.48 22,736.93
II ASSETS
(1) Non-current Assets

(a) Fixed Assets 12 12 12
(i) Tangible Assets 74.62 68.05 71.06 71.37 74.20
(ii) Intangible Assets 0.07 0.05 0.00 0.01 0.01
(iii) Capital work-in-progress 24.94 26.68 17.65 13.87 11.81
99.63 94.78 88.71 85.25 86.02
(b) Non-current Investments 13 355.68 753.88 13 683.98 13 813.98 1,223.98
(c) Long-term Loans and Advances 14 27,173.93 24,033.96 14 21,141.78 14 19,111.64 16,366.74
(d) Other Non-current Assets - - - 15 - 6.40
Sub-Total (1) 27,629.24 24,882.62 21,914.47 20,010.87 17,683.14
(2) Current Assets
(a) Current Investments 15 400.00 - 15 - 16 410.00 75.00
(b) Trade Receivable 16 10.05 10.07 16 10.60 17 12.52 16.57
(c) Cash and Bank Balances 17 284.92 271.89 17 696.77 18 2,778.84 716.20
(d) Short Term Loan & Advances 18 3,869.15 4,178.62 18 3,620.46 19 3,565.44 3,740.27
(e) Other Current Assets 19 920.01 870.33 18 706.85 19 715.81 505.75
Sub-Total (2) 5,484.13 5,330.91 5,034.68 7,482.61 5,053.79
Total (1+2) 33,113.37 30,213.53 26,949.15 27,493.48 22,736.93
Significant Accounting Policies 1 1 1

Explanatory Notes 26 25 26
Note: The Notes referred to above form an integral part of the Financial Statements
* - Note No. as stated after Statement of Assets & Liabilities as at 31st March'2013 may be read for Notes from F Y 2011 to 2012 .
**
F-6
- Note No. as stated after Statement of Assets & Liabilities as at 31st March'2014 may be read for Notes for F Y 2012-13 .
HOUSING & URBAN DEVELOPMENT CORPORATION LIMITED
Statement of Profit and Loss
Annexure - II
(`
` in crore)
S.no PARTICULARS NOTE No. Year Ended Year Ended NOTE No. Year Ended NOTE No. Year Ended Year Ended
31st March, 2015 31st March, 2014 ** 31st March, 2013 * 31st March, 2012 31st March, 2011
I Income
(i) Revenue from Operations 20 3,346.55 2,945.03 19 2,864.55 20 2,736.77 2,262.16
(ii) Other Income 21 81.22 48.82 20 58.69 21 41.86 16.43
Total Revenue - I (i+ii) 3,427.77 2,993.85 2,923.24 2,778.63 2,278.59
II Expenses
(i) Finance Cost 22 1,775.38 1,701.71 21 1,567.92 22 1,629.08 1,273.27

(ii) Employee Benefits Expense 23 161.37 104.84 22 122.30 23 110.52 114.45
(iii) Depreciation and Amortisation 5.28 4.32 4.96 4.60 11.42
(iv) Other Expenses 24 38.19 47.32 23 40.52 24 29.77 24.41
(v) Corporate Social Responsibilities Expenditure 3.23 10.51 10.16 20.87 4.99
(vi) Provision on Loans 101.28 167.85 68.00 352.18 -112.20
(vii) Provision on Debtors/recoverables, other loans and advances 2.52 1.33 2.39 6.71 1.43
(viii) Provision on Investment - - - - -
(ix) Additional Provision on Loans 170.00 (160.00) 65.00 (315.00) 140.00
Total Expenses (II) 2,257.25 1,877.88 1,881.25 1,838.73 1,457.77
III Profit before exceptional, extraordinary Items and tax (I-II) 1,170.52 1,115.97 1,041.99 939.90 820.82
IV Exceptional Items 0.00 0.00 0.00 0.00 0.00
V Profit before extraordinary Items and tax (III-IV) 1,170.52 1,115.97 1,041.99 939.90 820.82
VI Extraordinary Items - - - - -
VII Prior period adjustments - Income/ (-)Expenditure 25 10.42 (21.62) 24 19.71 25 0.07 0.29
VIII Profit Before Tax (V-VI+VII) 1,180.94 1,094.35 1,061.70 939.97 821.11
IX Tax Expense
(i) Current tax 391.50 290.00 295.50 250.00 223.79
(ii) Deferred tax 12.07 78.66 66.01 68.52 44.49
(iii) Fringe benefit tax - - - - -
(iv) Adjustment of tax of earlier years (Net) (0.26) (0.65) (0.37) (8.88) 2.80
Total Tax Expense IX (i+ii+iii) 403.31 368.01 361.14 309.64 271.08
X Profit for the period (VIII-IX) 777.63 726.34 700.56 630.33 550.03
XI Earnings per Share ( Face value ` 1000 )
(Refer S.No 24 of Note No 26 - Explanatory Notes)
(1) Basic 388.45 362.83 349.95 314.87 274.75
(2) Diluted 388.45 362.83 349.95 314.87 274.75
Significant Accounting Policies 1 1 1

Explanatory Notes 26 25 26
Note: The Notes referred to above form an integral part of the Financial Statements
* - Note No. as stated after Statement of Assets & Liabilities as at 31st March'2013 may be read for Notes from F Y 2011 to 2012 .
** - Note No. as stated after Statement of Assets & Liabilities as at 31st March'2014 may be readFfor- Notes
7 for F Y 2012-13 .
NOTE 2: SHARE CAPITAL
(`
` in crore)
S.No PARTICULARS As at As at As at As at As at
31st March, 2015 31st March, 2014 31st March, 2013 31st March, 2012 31st March, 2011
A Authorised
25,000,000 equity shares of ` 1000/- each
(previous year 25,000,000 equity shares
of ` 1000/- each) 2,500.00 2,500.00 2,500.00 2,500.00 2,500.00
B Issued, Subscribed and Paid up

20,019,000 equity shares of ` 1000/- each
fully paid-up in cash (previous year 20,019,000 equity
shares of ` 1000/- each fully paid-up in cash) 2,001.90 2,001.90 2,001.90 2,001.90 2,001.90
2,001.90 2,001.90 2,001.90 2,001.90 2,001.90
(The entire Share Capital is held/owned by the Government of India and its nominees)
F-8
Note 3: RESERVES AND SURPLUS
` in crore)
(`
st st st st st
31 March, 2015 31 March, 2014 31 March, 2013 31 March, 2012 31 March, 2011
A Capital (KfW) Reserve

Balance from previous year 58.81 58.81 58.80 58.49 56.77
Add: Additions during the year 1.15 0.00 0.01 0.31 1.72
Balance as at the end of the year 59.96 58.81 58.81 58.80 58.49
B Securities Premium on Bonds

Balance from previous year 0.04 - - - -
Add: Additions during the year - 0.04 - - -
Additions in Securities Premium Account for the financial year 2013-14 represent the premium received on issue of Tax Free Bonds through private placement.
C Debenture/ Bonds Redemption Reserve

Balance from previous year 859.71 481.54 192.27 - -
Add: Transferred from Surplus in Statement of Profit & Loss 378.17 378.17 289.27 192.27 -
Balance as at the end of the year 1,237.88 859.71 481.54 192.27 0.00
Prior to the issuance of circular no. 04/2013 dated 11.02.2013, issued by the Ministry of Corporate Affairs (MCA), the company had to create a Debenture / Bonds Redemption
Reserve (DRR / BRR) equivalent to 50% of the value of bonds issued (based on repayment tenure of respective bonds) through public issue, before the commencement of
redemption of respective bonds as per the then prevalent SEBI Debt Regulations and section 117 C of the Companies Act, 1956. The creation of DRR / BRR was revised to 25%
after issuance of the above circular.
The company, accordingly, has created proportionate Debenture / Bond Redemption Reserve on Bonds issued upto the financial year 2012-13, equivalent to 50% on yearly basis,
before commencement of redemption of respective bonds; and equivalent to 25% on bonds issued during the financial year 2013-14.
D General Reserve
( Retained earnings from company's profit and saved to offset
potential future losses that not yet been specifically identified
and revaluation and any other items approved by Board (within
statutory usage of the same))
Balance from previous year 1,014.21 1,014.06 1,013.96 1,007.83 810.06
Add: Transferred from Surplus in Statement of Profit & Loss 0.26 0.15 0.10 6.13 197.77
Less: Utilised for change in Depreciation Accounting as per Companies Act 2013 0.44 - - - -
Balance as at the end of the year 1,014.03 1,014.21 1,014.06 1,013.96 1,007.83
E Special Reserve
(a) Created (u/s 36(1) (viii) of the Income Tax Act,1961
and u/s 29C of NHB Act,1987 upto Financial Year 1996-97)
(b) Created and Maintained (u/s 36(1) (viii) of the Income Tax Act,1961
and u/s 29C of NHB Act,1987 from Financial Year 1997-98 onwards)
Balance from previous year 2,872.05 2,622.05 2,352.05 2,084.05 1,870.05
Add: Transferred from Surplus in Statement of Profit & Loss 310.00 250.00 270.00 268.00 214.00
3,182.05 2,872.05 2,622.05 2,352.05 2,084.05
Balance at the end of the year 3,363.80 3,053.80 2,803.80 2,533.80 2,265.80
F Welfare Reserve
(This is to be used for the Welfare of employees of the company
as per approved guidelines)
Less: Transferred to Statement of Profit & Loss - - - 0.91 -
Add: Transferred from Statement of Profit & Loss - - 2.87 - 3.59
Add: Transferred from Surplus in Statement of Profit & Loss - - 5.53 2.12 6.80
(Refer S.No. 11 of Note 26 - Explanatory Notes)
G Corporate Social Responsibility (CSR) Reserve

Add: Transferred from Surplus in Statement of Profit & Loss - 19.52 19.87 - -
Less: Transferred to Statement of Profit & Loss - 19.52 0.35 - -
Balance at the end of the year 0.00 0.00 19.52 0.00 0.00
H Sustainable Development Reserve -

Add: Transferred from Surplus in Statement of Profit & Loss - 0.77 0.77 - -
Less: Transferred to Statement of Profit & Loss - 0.77 - - -
Balance as at the end of the year (Refer S.No 22 (b) of Note No 25 - Explanatory Notes) 0.00 0.00 0.77 0.00 0.00
I Surplus Account
i Balance from previous year 68.30 67.00 130.00 130.00 130.00
ii Add: Balance from statement of Profit & Loss 777.63 726.34 700.56 630.33 550.03
iii Add: Transferred from Welfare Reserve - - - 0.91 -
iv Add: Transferred from Corporate Social Responsibility (CSR) Reserve 0.00 19.52 0.35 - -
v Add: Transferred from Sustainable Development Reserve 0.00 0.77 - - -
vi Less: Transferred to Welfare Reserve 0.00 0.00 2.87 - 3.59
vii Total amount available for appropriation 845.93 813.63 828.04 761.24 676.44
viii Less: Interim/Proposed Final Dividend (Refer S.No. 21 of Note 26 - Explanatory Notes) 100.01 100.01 150.00 140.01 110.02
ix Less: Dividend Tax 20.49 17.00 25.50 22.71 17.85
x Less: Special Reserve 310.00 250.00 270.00 268.00 214.00
xi Less: Bonds Redemption Reserve 378.17 378.17 289.27 192.27 -
xii Less: General Reserve 0.26 0.15 0.10 6.13 197.77
xiii Less: Welfare Reserve - - 5.53 2.12 6.80
Less: Corporate Social Responsibility (CSR) Reserve - - 19.87 - -
xiv
xv Less: Sustainable Development Reserve
F-9 - - 0.77 - -
xvi Balance as at the end of the year 37.00 68.30 67.00 130.00 130.00
Total Reserves and Surplus 5,779.27 5,121.43 4,512.06 3,986.99 3,519.07
NOTE 4: NON CURRENT - LONG TERM BORROWINGS
(`
` in crore)
(A) SECURED LOANS
I Special Priority Sector Bonds Date of Allotment

SPS Bond series B & C (Bank of India) 10.06.1998 46.50 52.25 57.50 62.50 67.20
[Refer Details of Long-term Borrowing - (A) I] Sub-Total A - I 46.50 52.25 57.50 62.50 67.20
The repayment dates for SPS bonds series B and C is semi annual: for series B from 10.12.2008 to 10.06.2015 and for series C from 10.12.2015 to 10.06.2022.
Bonds are secured by lien over Certificate of Deposits for US $ 10.44 million (Previous year US $ 11.50 million) placed under swap arrangement with Bank of India, Cayman Islands Branch, New York.
The deposits are co-terminus with the maturity schedule of the underlying ADB loans.
II (a) TAX FREE BONDS 2011 5,000.00 5,000.00 5,000.00 5,000.00 -

Sub-Total II (a) 5,000.00 5,000.00 5,000.00 5,000.00
II (b) TAX FREE BONDS 2012 2,401.35 2,401.35 2,401.35 - -
Sub-Total II (b) 2,401.35 2,401.35 2,401.35 -
II (c) TAX FREE BONDS 2013 4,987.12 4,987.12 - - -
Sub-Total II (c) 4,987.12 4,987.12 - -
Total II (a) + (b)+ (c) 12,388.47 12,388.47 7,401.35 5,000.00 -
The bonds are secured by a floating first pari-passu charge on the present & future receivables of the company to the extent of amount mobilised under the issue. However, the company reserves the
right to create first pari-passu charge on the present and future receivable for its present and future financial requirements.
III LOANS FROM BANKS

Bank of India 69.82 78.30 86.27 93.77 100.81
[Refer Details of Long-term Borrowing - (A) II] 69.82 78.30 86.27 93.77 100.81
Secured by lien over Certificate of Deposits for US $ 15.66 million (Previous year US $ 17.25 million) placed under swap arrangement with Bank of India, Cayman Islands Branch, New York. The
deposits are co-terminus with the maturity schedule of the underlying ADB loans. Repayable from 10.12.2002 to 10.06.2022.
IV LOANS FROM FINANCIAL INSTITUTIONS

National Housing Bank 2,467.84 1,281.73 579.96 212.00 -
2,467.84 1,281.73 579.96 212.00 -
Secured by Bank guarantee for an amount of ` 862.50 crore (previous year ` 437.50 crore) [being 25% of loan amount of ` 3,450 crore (previous year ` 1,750 crore) sanctioned/disbursed by NHB] and
negative lien on all properties, assets, receivables etc. of HUDCO both present and future, except those on which the first exclusive charge is created in favour of the trustees to the the secured tax
free bonds of ` 5,000 crore mobilised during 2011-12, ` 2,401.3526 crore mobilised during 2012-13 and ` 4,987.12 crore mobilised during 2013-14, repayable upto 01.01.2025.
Total Secured Loans 14,972.63 13,800.75 8,125.08 5,368.27 168.01

(B) UNSECURED LOANS
I BONDS
(i) HUDCO Bonds- Non Cumulative redeemable at par 2,499.20 3,308.20 2,826.90 3,863.30 4,608.50
(ii) HUDCO Gujarat Punarnirman Special Tax free Bonds - - - - 73.50
2,499.20 3,308.20 2,826.90 3,863.30 4,682.00
II LOANS FROM VARIOUS BANKS
( Repayable within 10 years from the date of drawal) Covered by irrevocable power of attorney in
favour of lenders / trustee.
Term loans from Banks (PLR/ Base Rate) - 361.08 961.12 3,082.80 3,119.40
- 361.08 961.12 3,082.80 3,119.40
III LOANS FROM FINANCIAL INSTITUTIONS :
(i) General Insurance Corporation of India & its four subsidiaries - - - - 5.53
- - - - 5.53
IV LOANS FROM GOVERNMENT OF INDIA UNDER:
Line of credit from Kreditanstalt für Wiederaufbau (KfW) - 0.17 23.62 52.96 52.96
- 0.17 23.62 52.96 52.96
V Public Deposits @ 6% p.a. to 12.5% p.a. [Refer Details of Long-term Borrowing - (B) I]
Repayable over a period of two to seven years 324.82 810.90 951.14 667.88 839.62
324.82 810.90 951.14 667.88 839.62
VI Interest Bearing Cash Securities
[Refer Details of Long-term Borrowing - (B) II] 8.53 8.53 - 0.15 0.15
8.53 8.53 0.00 0.15 0.15
VII LOANS IN FOREIGN CURRENCY :
(i) Loans from Japan Bank for International Cooperation (JBIC) 160.34 200.12 223.23 265.57 247.41
(ii) Loans from Asian Development Bank (ADB) 246.64 270.10 281.18 295.51 295.87
(iii) Loans from US Capital Market 102.98 108.36 112.13 117.15 120.59
(Guaranteed by USAID & Counter Guaranteed by Canara Bank @ 0.5% of the outstanding Loan)
509.96 578.58 616.54 678.23 663.87
Total Unsecured Loans 3,342.51 5,067.46 5,379.32 8,345.32 9,363.53
Grant Total 18,315.14 18,868.21 13,504.40 13,713.59 9,531.54
NOTE TO NOTE 4: NON CURRENT - BORROWINGS (pertaining to Loan Outstanding as on 31.03.2015)
F - 10
NOTE 4 (Contd.)
Annual Accounts 2014-15
Details of Long-term Borrowing
(Foreign Currency amounts in Millions, INR ` in crore)

S. Date of drawal /Institution Rate on No of Bonds Amount of Bonds Rate of Interest as Frequency of Redemption Details
to be
No. drawal redeemed to be redeemed on 31.3.2015 repayment
(A) Secured Loans

I Special Priority Sector Bonds
SPS Bonds Series C (Bank of India) 12.00% 84 4.20 Semi-Annual 10th June, 2022
SPS Bonds Series C (Bank of India) 12.00% 84 4.20 Semi-Annual 10th December, 2021
@ 1 year G.Sec.
+ 350 bps p.a.
SPS Bonds Series C (Bank of India) 12.00% 71 3.55 Currently the ROI is Semi-Annual 10th June, 2019
SPS Bonds Series C (Bank of India) 12.00% 71 3.55 11.54 % p.a. Semi-Annual 10th December, 2018
Total Special Priority Sector Bonds 46.50
S.No Date of drawal /Institution Rate on Amount Amount Rate of Interest as Frequency of Redemption Details
. drawal Drawn Outstanding on 31.3.2015 repayment
Bank of India @ 1 years G-Sec +
II 350bps p.a.
Currently the ROI is
-15.02.1999 12.50% 150.00 69.82 11.54% p.a Semi-Annual 10th Jun. and 10th Dec.
III National Housing Bank
-12.12.2011 6.25% 250.00 98.00 6.25% Quarterly 1st- Apr.,Jul.,Oct. & Jan.
Total National Housing Bank 2,467.84
(B) Unsecured Loans
I Public Deposits
Apr., 2016 - Mar. 2017 225.48
Apr., 2017 - Mar. 2018 90.27
Repayable over a
Apr., 2018 - Mar. 2019 7.91
period of two to
Apr., 2019 - Mar. 2020 1.05
seven years
Apr., 2020 - Mar. 2021 0.08
Apr., 2021 - Mar. 2022 0.03
Total Public Deposits 324.82
II Interest bearing Cash Securities
i Lotus Hospitals & Research Centre
Limited
- 08.06.2013 8.25% 5.00 5.00 8.25% Bullet basis 07.06.2020
- 01.07.2013 8.25% 3.26 3.26 8.25% Bullet basis 30.06.2020
8.26
ii TLV Builders
- 05.04.2013 8.50% 0.27 0.27 8.50% Bullet basis 04.04.2020
0.27
Total Interest bearing Cash Securities 8.53
Details of Long-term Borrowing

(Foreign Currency amounts in Millions, INR ` in crore)
S.No Date of drawal / Institution Currency Amount Amount Rate of Interest as Frequency of Redemption Details
. of drawal Drawn Outstanding on 31.3.2015 repayment
III LOANS IN FOREIGN CURRENCY :

i Loans from JBIC
- 28.03.1997 JPY 1,157.16
- 27.03.1998 JPY 406.00
- 31.03.1999 JPY 944.65
- 22.06.1999 JPY 1,159.92
- 16.11.1999 JPY 241.34
- 17.03.2000 JPY 3,613.47
- 06.10.2000 JPY 67.60
- 10.11.2000 JPY 176.27
- 15.12.2000 JPY 295.15
- 27.02.2001 JPY 351.39
- 30.03.2001 JPY 257.05 Repayable from
20.07.2018 to
Unswapped JBIC outstanding Loan out JPY 2,139.31 111.48 2.10% p.a. (fixed) Semi-Annual 20.07.2023
2.10% p.a. (fixed), in
Swapped JPY outstanding Loan out of addition Principal Repayable from
only Swap premium 20.07.2016 to
with Yes Bank (Tranche-II) JPY 845.85 48.86 @ 4.40% p.a. Semi-Annual 20.01.2018
Total JBIC 160.34
ii Loan from Asian Development Bank
- 31.12.1997 US $ 20.00
- 13.11.1998 US $ 30.00 @ 6M LIBOR for
US $ + 0.40% p.a.
Swapped US $ outstanding Loan out of above Currently the ROI is
Repayable from
with Bank of India US $ 2.33 145.67 0.7384% p.a Semi-Annual
15.06.2016 to
- 06.12.1999 US $ 50.00 15.06.2022
Swapped US $ outstanding Loan out of above

with Exim Bank US $ 23.27 100.97 12.50% p.a Semi-Annual
Total Asian Development Bank 246.64
iii Loan from US Capital Market

(a) USAID-1
-24.09.1999 US $ 10.00

Repayable from
23.09.2016 to 23.09.2029
with Exim Bank US $ 6.75 29.43 12.50% p.a Semi-Annual
(b) USAID-2
- 28.09.2000 US $ 20.00

Swap premium @
with ICICI Bank US $ 4.50 20.01 6.18% p.a
Swap premium @ Repayable from
with State Bank of India US $ 5.00 22.25 6.2025% p.a 15.09.2016 to
15.09.2030
Semi-Annual
@ 6M LIBOR for
US $ + 0.035% p.a.
Unswapped US $ outstanding Loan out Currently the ROI is
of above US $ 5.00 31.29 0.4381% p.a
Total USAID 102.98

Total Foreign Currency Loans 509.96
F - 11
NOTE 5: DEFERRED TAX LIABILITIES
` in crore)
(`
A Deferred Tax Liabilities
i Depreciation 4.77 4.67 4.41 4.00 3.71
ii Depreciation on account of restatement of useful life as per Companies Act 2013 (0.23) - - - -
iii Special Reserve u/s 36(1)(viii) of Income Tax Act,1961 and 29 C of NHB Act,1987 1,164.21 1,037.99 953.01 822.22 735.25
Sub Total (A) 1,168.75 1,042.66 957.42 826.22 738.96
B Deferred Tax Assets
i Provision on investment 1.17 1.15 1.15 1.10 1.10
ii Provision for Debtors 4.97 4.11 3.68 2.74 0.56
iii Provision on Loans 590.13 487.35 484.68 419.57 407.50
iv Provision on Jabalpur Earthquake - 1.69 1.70 1.62 1.62
v Provision for staff loans 0.03 0.03 0.03 0.03 0.03
vi Provision on advances 0.15 0.09 0.05 0.15 0.15
vii Provision for leave encashment 9.65 7.69 11.28 9.06 8.52
viii Provision for retirement benefit 40.73 32.74 30.39 23.31 20.50
ix Provision for Welfare Expenses 0.38 0.18 0.19 0.08 0.08
x Provision for LTC 1.36 3.08 3.96 4.45 3.71
xi Provision for PF Contribution - - 1.40 2.83 4.52
xii Provision for Pension Fund 9.82 - - - -
xiii Disallowance of interest under section 43B of Income Tax Act, 1961 3.47 3.28 2.52 4.46 8.82
xiv Provision on Corporate Social Responsibility (CSR) & Sustainable Development (SD) 0.00 6.22 - 6.45 -
Sub Total (B) 661.86 547.61 541.03 475.85 457.11
C Net Deferred Tax Liabilities (A) - (B) 506.89 495.05 416.39 350.37 281.85
NOTE 6: OTHER LONG TERM LIABILITIES

` in crore)
(`
st st st st st
A Others
i Security and other deposits 8.33 7.20 6.02 5.92 16.08
B Interest accrued but not due

i Unsecured Loans 64.78 105.39 98.13 45.82 103.63
Total 73.11 112.59 104.15 51.74 119.71
NOTE 7: LONG TERM PROVISIONS

` in crore)
(`
st st st st
31 March, 2015 31 March, 2014 31 March, 2013 31 March, 2012 31st March, 2011
A Provision for employees benefit
(i) Leave encashment 22.48 20.63 29.65 25.02 23.78
(ii) Post retirement medical benefit 115.03 93.74 81.69 65.39 57.94
(iii) Welfare expenses 1.00 0.47 0.49 0.23 0.19
(iv) Leave travel concession 0.09 4.51 - 13.71 11.43
(v) Provident Fund (funded) - - 4.12 8.73 13.94
B Others
(i) Contingent Provisions for Standard Assets as per NHB norms 120.32 108.33 103.28 98.75 56.12
(Refer S.No. 3 (b) & 25 of Note 26 - Explanatory Notes)
Total 258.92 227.68 219.23 211.83 163.40
Refer S. No. 10 of Note 26 - Explanatory Notes for movement of Provisions as per AS 29.
NOTE 8: SHORT TERM BORROWINGS

` in crore)
(`
st st st st st
A Secured Loan from Bank (Short Term)
Loan against Fixed Deposit (Repayable within one year) 0.00 0.00 48.54 0.00 0.00
B Unsecured Loan from Bank (Short Term)

(@ 9.75% p.a., repayable on 24.09.2014 by way of bullet repayment) 0.00 20.00 0.00 0.00 100.00
Total 0.00 20.00 48.54 0.00 100.00
NOTE 9: TRADE PAYABLE

` in crore)
(`
st st st st st
A Expenses Payable
(i) Total outstanding dues of Micro Enterprises and small Enterprises - - - - -
(ii) Total outstanding dues of Creditors other than Micro Enterprises and small Enterprises 9.34 13.76 18.78 31.10 10.72
Total 9.34 13.76 18.78 31.10 10.72
F - 12
NOTE 10: OTHER CURRENT LIABILITIES
` in crore)
(`
st st st st st
(A) CURRENT MATURITIES OF LONG TERM DEBT
I SECURED LOANS
i Special Priority Sector Bonds series B & C (Bank of India) [Details of Current Maturity of long term debt- (A) I (i)] 5.75 5.25 5.00 4.70 4.45
ii Loan from Bank (Bank of India) [Details of Current Maturity of long term debt- (A) I (ii)] 8.48 7.97 7.50 7.05 6.63
iii National Housing Bank [Details of Current Maturity of long term debt- (A) I (iii)] 352.40 195.89 84.78 28.50 -
Sub Total Secured Loans 366.63 209.11 97.28 40.25 11.08
II UNSECURED LOANS
i DEBENTURES - - - - 77.00
ii BONDS - Non Cumulative redeemable at par 809.00 210.00 1,536.40 1,485.60 2,314.01
iii LOANS FROM VARIOUS BANKS - Term Loan from Banks ( PLR / Base Rate) - 550.05 1,227.32 3,045.60 3,044.11
809.00 760.05 2,763.72 4,531.20 5,435.12
iv LOANS FROM FINANCIAL INSTITUTIONS :
(a) General Insurance Corporation of India & its four subsidiaries - - - 5.53 21.19
(b) Life Insurance Corporation Of India - - - - 13.33
0.00 0.00 0.00 5.53 34.52
v LOANS FROM GOVERNMENT OF INDIA UNDER :
Line of credit from Kreditanstalt für Wiederaufbau (KfW)
[Refer Details of Current Maturity of long-term debt - (A) II (i)] 0.17 23.45 29.34
Total Government of India Loans 0.17 23.45 29.34
vi Public Deposits
Repayable with in one year [Details of Current Maturity of long term debt- (A) II (ii)] 1,099.36 403.69 288.31 484.24 625.39
1,099.36 403.69 288.31 484.24 625.39
vii Interest Bearing Cash Securities - 0.03
- 0.03
viii LOANS IN FOREIGN CURRENCY :
(a) Loan from JBIC 25.40 25.40 25.40 18.81 14.91
(b) Loan from Asian Development Bank 29.95 27.50 24.44 22.22 19.45
(c) Loan from US Capital Market 6.63 6.63 6.63 6.63 6.63
61.98 59.53 56.47 47.66 40.99
Sub Total Usecured Loans 1,970.51 1,246.72 3,137.84 5,068.63 6,136.05
Total Current maturities of LongTerm Debt 2,337.14 1,455.83 3,235.12 5,108.88 6,147.13
(B) Interest accrued but not due 504.10 494.40 322.50 400.48 389.56
(C) Bank book overdraft in current account [see footnote (B) 1] 2,815.50 960.71 2,079.45 1,144.08 50.00
(D) Sundry Creditors * [Refer S.No. 17 of Note No 26 - Explanatory Notes] 0.41 0.65 0.29 0.43 0.38
(E) Security, Earnest money and other deposits 4.80 1.86 1.74 1.42 1.19
(F) Amount received in advance 7.06 6.39 6.18 10.51 6.66
(G) Liability towards Investors Education and Protection Fund [see footnote (B) 2] 32.95 18.11 35.25 52.38 29.60
(H) KfW R & D account 47.87 48.04 48.22 50.07 49.95
(I) KfW Interest account 9.87 9.87 9.87 9.87 9.87
(J) Amount received from KfW [see footnote (B) 3 and (B) 4] 97.55 94.09 94.11 94.32 91.34
(K) Grant / Subsidy received from different Ministries/Agencies [see footnote (B) 4] 8.94 9.41 8.77 8.57 8.25
(L) Amt payable to Ministry - AGP and BCP 1.05 1.01 0.97 0.93 30.18
(M) Amount Payable to Staff 13.25 16.80 16.52 16.41 10.46
(N) Other Liabilities ** 96.77 59.31 35.91 30.56 36.43
3,640.12 1,720.65 2,659.78 1,820.03 713.87
5,977.26 3,176.48 5,894.90 6,928.91 6,861.00
* Includes ` 0.40 crore (Previous year ` 0.31 crore) on account of Andrews Ganj Project [Refer S.No. 2(b) of Note No 26 - Explanatory Notes].
** Includes ` 0.03 crore (Previous year ` 0.03 crore) on account of Andrews Ganj Project [Refer S.No. 2(b) of Note No 26 - Explanatory Notes].
F - 13
NOTE TO NOTE 10: OTHER CURRENT LIABILITIES - CURRENT MATURITIES OF LONG TERM DEBT
(pertaining to Loan Outstanding as on 31.03.2015)
Details of Current Maturity of long term debt (Foreign Currency amounts in Millions, INR ` in crore)
S.No. Date of drawal / Institution Amount Rate of Interest Redemption Details

as on 31.03.2015
I Secured Loans
(i) Special Priority Sector Bonds @ 1 year G.Sec.+ 350
SPS Bond Series C (Bank of India) 3.00 bsp p.a. Currently the 10.12.2015
ROI is 11.54% p.a.
SPS Bond Series B (Bank of India) 2.75 10.06.2015
Total Special Priority Sector Bonds 5.75
(ii) Loan from Bank of India
-15.02.1999 4.17 11.54% 10.06.2015
-15.02.1999 4.31 11.54% 10.12.2015
Total Bank of India 8.48
(iii) National Housing Bank
- 15.01.2015 17.01 7.35% 01.07.2015, 01.10.2015 and 01.01.2016
- 08.01.2015 17.64 7.35% 01.07.2015, 01.10.2015 and 01.01.2016
- 26.12.2014 38.49 7.35% 01.07.2015, 01.10.2015 and 01.01.2016
- 03.06.2014 21.69 7.10% 01.07.2015, 01.10.2015 and 01.01.2016
- 02.06.2014 61.68 6.85% 01.07.2015, 01.10.2015 and 01.01.2016
- 17.12.2013 55.56 8.00% 01.07.2015, 01.10.2015 and 01.01.2016
- 09.04.2013 55.55 6.75% 01.07.2015, 01.10.2015 and 01.01.2016
- 30.10.2012 27.78 6.75% 01.07.2015, 01.10.2015 and 01.01.2016
- 25.04.2012 28.50 6.25% 01.07.2015, 01.10.2015 and 01.01.2016
- 12.12.2011 28.50 6.25% 01.07.2015, 01.10.2015 and 01.01.2016
Total National Housing Bank 352.40
II Unsecured Loans
(i) LOAN FROM GOVERNMENT OF INDIA UNDER :
Line of credit from Kreditanstalt für Wiederaufbau (KfW)
-11.11.1993 0.17 5.75% 11.11.2015
Total KfW Loan 0.17
(ii) Public Deposits
April, 2015 53.38
May, 2015 47.75
June, 2015 49.76
Repayable within one year
July, 2015 51.92
August, 2015 50.29
September, 2015 102.13
October, 2015 to March, 2016 744.13
Total Public Deposits 1,099.36
(iii) Loans in Foreign Currency:
(a) Loan from JBIC
Swapped with YES Bank JPY 422.93 25.40 2.10% p.a. (fixed),
in addition
20.07.2015 and 20.01.2016
Principle only
Swap premium @
6.6125% p.a
(b) Loan from Asian Development Bank
Swapped with Bank of India US $ 2.83 17.68

@ 6M LIBOR for
US $ + 0.40% p.a. 15.06.2015 and 15.12.2015
currently the ROI is
0.7384% p.a.
Swapped with Exim Bank US $ 2.83 12.27 12.50% p.a.
Total IV (ii) 29.95
(c) Loan from US Capital Market
USAID-1
Swapped with Exim Bank US $ 0.50 2.18 12.50% p.a. 23.09.2015 and 23.03.2016
USAID-2
Swapped with ICICI Bank US $ 1.00 4.45 Swap premium @
15.09.2015 and 15.03.2016
6.18% p.a
Total IV (iii) 6.63
Total Foreign Currency Loans 61.98
Note 10 (Contd.)
(B) Footnotes: (`
` in crore)
1 Name of the Banks As at As at
31st March,2015 31st March, 2014
Indian Bank - 77.01
State Bank of India 500.00 500.00
Vijaya Bank - 383.70
Punjab National Bank 265.40 -
Bank of Baroda 334.60 -
Canara Bank 250.00 -
Uco Bank 215.40 -
State Bank of Hyderabad 250.00 -
United Bank of India 699.97 -
Union Bank of India 300.00 -
Total 2,815.37 960.71
2 Liability towards Investors Education and Protection Fund (IEPF) under Section 125 of the Companies Act, 2013 will be determined on the
respective due dates. Debentures/ Bonds/ PDS aggregating to ` 32.95 crore towards principal and interest (Previous Year ` 18.11 crore) were due
and unclaimed as on 31.3.2015. During the year an amount of ` 8.75 crore (previous year ` 1.19 crore) has been transferred to IEPF after completion
of statutory period of seven years. {Refer S.No. 16 (b) of Note 26 - Explanatory Notes}
3 Includes Principal overdue & interest overdue as on 31.03.2015 amounting to ` Nil (previous year ` 4.61 crore) and ` Nil (previous year `9.06 crore)
respectively.
4 Includes ` 8.96 crore (Previous year ` 9.41 crore) (Net of refunds) as on 31.03.2015 received on account of various Grants/ Subsidies. Cummulative
Grants/ Subsidies received as on 31.03.2015 is ` 1461.65 crore (Previous year ` 1457.37 crore ), out of which ` 1452.69 crore (Previous year `
1447.96 crore) has been released (Net of refunds). The Utlisation Certificates to the extend of ` 1328.67 crore has been received and for balance
amount of Utilisation Certificates are being followed up.
F - 14
NOTE 11: SHORT TERM PROVISIONS
(`
` in crore)
A Provision for employees benefit
(i) Leave encashment 5.41 1.98 3.53 2.91 2.47
(ii) Post retirement medical benefit 2.64 2.58 7.73 6.45 5.23
(iii) Welfare expenses 0.11 0.06 0.07 0.02 0.04
(iv) Leave travel concession 3.85 4.56 11.64 0.00 0.00
B Others
(i) Provision for Income Tax/FBT 396.90 292.50 297.00 253.00 -
(ii) Less: Advance Income Tax ( Including TDS) 365.13 278.73 286.24 250.34 -
(iii) Net Provision for Income Tax (i-ii) 31.77 13.77 10.76 2.66 -
(iv) Wealth tax 0.25 0.25 0.20 0.15 0.15
(v) Proposed Final Dividend 100.01 100.01 150.00 140.01 110.02
(vi) Dividend Tax 20.49 17.00 25.50 22.71 17.85
C Contingent Provisions for Standard Assets as per NHB norms 17.07 17.92 19.37 22.27 11.98
(Refer S.No. 3 (b) & 25 of Note 26 - Explanatory Notes)
D Corporate Social Responsibilities (CSR) and Sustainable Development (SD)
(i) Opening Balance 18.30 - - 25.86 -
(ii) Add: Adjustment during the year 0.11 20.29 - - -
(iii) Add: Provision for the year 0.00 10.51 - - -
(iv) Less: Cumulative Expenditure Incurred 8.47 12.50 - 5.99 -
(Refer S.No. 29 (a) of Note 26 - Explanatory Notes) 9.94 18.30 - 19.87 -
Total 191.54 176.43 228.80 217.05 147.74
Refer S. No. 10 of Note 26 - Explanatory Notes for movement of Provisions as per AS 29.
F - 15
NOTE 12: FIXED ASSETS
(`
` in crore)
GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK
S.No. ITEMS As at As at As at As at As at As at As at As at As at As at As at As at As at As at As at
31.03.2015
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011 ** 31.03.2014 31.03.2013 31.03.2012 31.03.2011 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
A TANGIBLE
i Land (Freehold) 4.61 4.61 4.61 4.86 4.86 - - - - - 4.61 4.61 4.61 4.86 4.86
ii Land (Leasehold) * # 10.83 8.23 8.24 7.99 8.09 1.64 1.53 1.44 1.34 1.25 9.19 6.70 6.80 6.65 6.84
iii Building (Freehold) 12.43 9.71 9.71 3.13 3.13 6.08 5.44 5.21 2.15 2.09 6.35 4.27 4.50 0.99 1.04
iv Building (Leasehold) # 84.23 78.82 78.86 82.73 82.73 41.66 40.36 38.35 39.06 36.76 42.57 38.46 40.51 43.67 45.97
v Flat (Freehold) # 15.64 10.36 10.36 9.05 9.05 9.81 5.81 5.57 4.42 4.18 5.83 4.55 4.79 4.63 4.87
vi Flat (Leasehold) # 5.33 10.61 10.61 11.92 11.92 3.24 6.85 6.65 7.30 7.06 2.09 3.76 3.96 4.62 4.86
vii Airconditioner and Cooler 2.37 2.18 2.03 1.73 1.70 1.60 1.31 1.26 1.29 1.23 0.77 0.87 0.77 0.44 0.47
viii Office Equipments 21.48 21.22 20.90 25.78 24.52 19.44 17.73 17.26 21.89 21.22 2.04 3.49 3.64 3.89 3.30
ix Furniture and Fixtures 5.12 4.83 4.69 4.53 4.48 4.30 4.03 3.95 3.81 3.68 0.82 0.80 0.74 0.72 0.80
x Vehicle 1.93 1.93 2.04 1.98 2.32 1.58 1.39 1.30 1.07 1.12 0.35 0.54 0.74 0.91 1.20
xi Library Books 0.96 0.95 0.93 0.91 0.89 0.96 0.95 0.93 0.91 0.89 - - 0.00 - -
xii Miscellaneous Assets 3.85 3.80 3.79 3.79 3.70 3.85 3.80 3.79 3.79 3.70 - - 0.00 - -
Total A 168.78 157.25 156.77 158.40 157.39 94.16 89.20 85.71 87.03 83.18 74.62 68.05 71.06 71.38 74.21
B INTANGIBLE
i Software 1.72 1.68 1.63 1.63 1.63 1.65 1.63 1.63 1.62 1.62 0.07 0.05 0.00 0.01 0.01
Total A + B 170.50 158.93 158.40 160.03 159.02 95.81 90.83 87.34 88.65 84.80 74.69 68.10 71.06 71.39 74.22
C Less : Grants
i Air Conditioner - - - 0.03 0.03 - - - 0.03 0.03 - - - - -
ii Office Equipment 0.08 0.08 0.09 0.20 0.20 0.08 0.08 0.09 0.19 0.19 - - - 0.01 0.01
iii Furniture and Fixtures - - - - - - - - - - - - - - -
iv Library Books - - - - - - - - - - - - - - -
v Miscellaneous Assets 0.01 0.01 0.01 0.01 0.01 0.01 0.01 0.01 0.01 0.01 - - - - -
Total C 0.09 0.09 0.10 0.24 0.24 0.09 0.09 0.10 0.23 0.23 0.00 0.00 0.00 0.01 0.01
Total (A + B) - C 170.41 158.84 158.30 159.79 158.78 95.72 90.74 87.24 88.42 84.57 74.69 68.10 71.06 71.38 74.21
D Capital Work-In-Progress 24.94 26.68 17.65 13.87 11.81 - - - - - 24.94 26.68 17.65 13.87 11.81
E 195.35 185.52 175.95 173.66 170.59 95.72 90.74 87.24 88.42 84.57 99.63 94.78 88.71 85.25 86.02
(For 2014-15)
* Includes land of ` 0.33 crore on perpetual lease (Previous year ` 0.33 crore) hence no depreciation has been provided.
# The lease (sub-lease) / conveyance deeds in respect of certain properties (Land, Building and Flat) of the value of ` 38.77 crore (previous year ` 38.77 crore) are yet to be executed.
** Adjustment of Carrying value of ` 0.66 crore in respect of assets whose useful life has expired in complying with the transitional provision specified in Schedule II of Companies Act, 2013.
F - 16
NOTE 13: NON CURRENT INVESTMENTS
(`
` in crore)
st st st st
31 March, 2015 31 March, 2014 31 March, 2013 31 March, 2012 31st March, 2011
A Equity Shares (Long Term) (Trade Investment) 36.67 34.87 14.97 4.97 4.97
Less : Provision (Refer S. No. 25 (3) of Note No. 26) 3.00 3.00 3.00 3.00 3.00
33.67 31.87 11.97 1.97 1.97
B Equity Shares (Long Term) - Joint Venture 2.40 2.40 2.40 2.40 2.40
Less : Provision (Refer S. No. 25 (3) of Note No. 26) 0.39 0.39 0.39 0.39 0.39
2.01 2.01 2.01 2.01 2.01
C Infrastructure Debt Fund (Long Term) 50.00 50.00 0.00 0.00 0.00
D Bonds 270.00 670.00 670.00 810.00 1,220.00
Total (A+B+C) 355.68 753.88 683.98 813.98 1,223.98
Additional disclosures required in respect of the investments

I Aggregate of quoted investments:
(i) Cost 52.60 52.60 2.60 2.60 2.60
(ii) Market Value * 57.31 52.13 1.86 2.99 4.78
II Aggregate of unquoted investments:

(i) Cost 306.47 704.67 684.77 814.77 1,224.77
(1) Equity Shares (Long Term) (Trade Investment)

S.No PARTICULARS Number Face Value As at 31.03.2015 As at 31.03.2014 As at 31.03.2013 As at 31.03.2012 As at 31.03.2011
(`
`) (`
` in crore) (`
` in crore) (`
` in crore) (`
` in crore) (`
` in crore)
A Quoted Investments
(1) Equity Shares
(i) Indbank Housing Limited 25,00,000 10 2.50 2.50 2.50 2.50 2.50
(ii) Sri KPR Industries Limited 1,00,000 10 0.10 0.10 0.10 0.10 0.10
Sub-Total A(1) 2.60 2.60 2.60 2.60 2.60
(2) Infrastructure Debt Fund
(i) IIFCL Assets Management Company Limited (IAMCL)** 500.00 10,00,000 50.00 50.00 0.00 0.00 0.00
Sub-Total A(2) 50.00 50.00 0.00 0.00 0.00
Total Quoted Investments A (1 + 2) 52.60 52.60 2.60 2.60 2.60
B Unquoted Investments
(1) Equity Share
(i) TN Urban Finance Infrastructure Dev. Corporation. Ltd. 20,000 100 0.20 0.20 0.20 0.20 0.20
(ii) Cent Bank Home Finance Ltd. 1,70,000 100 1.70 1.70 1.70 1.70 1.70
(iii) Intra Consolid(India) Limited 1,00,000 10 0.10 0.10 0.10 0.10 0.10
(iv) Nagarjuna Ceramics Ltd. *** 1,00,000 10 0.10 0.10 0.10 0.10 0.10
(v) Marnite Polycast Ltd. 1,00,000 10 0.10 0.10 0.10 0.10 0.10
(vi) Periwal Bricks Ltd. 1,00,000 10 0.10 0.10 0.10 0.10 0.10
(vii) Trans Fibre Pipes (I) Ltd. 71,900 10 0.07 0.07 0.07 0.07 0.07
(viii) Cochin International Airport Ltd. 100,00,000 10 10.00 10.00 10.00 0.00 0.00
(ix) Delhi Mumbai Industrial Corridor Development Corpn. Ltd.199,00,000 10 19.90 19.90 0.00 0.00 0.00
(ix) Sewa Grih Rin Ltd. 18,00,000 10 1.80 - - - -
Sub-Total B (1) 34.07 32.27 12.37 2.37 2.37
(2) Equity Share - Joint Venture

(i) Pragati Social Infrastructure Development Ltd. 1,30,000 10 0.13 0.13 0.13 0.13 0.13
(ii) MCM Infrastructure Pvt. Ltd. 2,60,000 10 0.26 0.26 0.26 0.26 0.26
(iii) Shristi Urban Infrastructure Development Ltd. 20,00,000 10 2.00 2.00 2.00 2.00 2.00
(iv) Signa Infrastructure India Ltd. 13,000 10 0.01 0.01 0.01 0.01 0.01
[Refer S.No. 27 (c) & 28 of Note 26 - Explanatory Notes]
Sub-Total B (2) 2.40 2.40 2.40 2.40 2.40
(3) Bonds
(i) 11.50% Gujarat Electricity Board **** 10,000 1,00,000 0.00 0.00 0.00 0.00 100.00
(ii) 8.00% West Bengal Inf. Dev. Finance Corp. Ltd.**** 2,000 10,00,000 0.00 200.00 200.00 200.00 200.00
(iii) 11.85% West Bengal Inf. Dev. Finance Corp. Ltd.**** 2,500 10,00,000 0.00 0.00 0.00 0.00 250.00
(iv) 11.30% H P Inf. Dev. Board **** 14,000 1,00,000 0.00 0.00 0.00 140.00 200.00
(v) 8.15% A P Power Finance Corporation Ltd. **** 2,700 10,00,000 270.00 270.00 270.00 270.00 270.00
(vi) 8.00% Maharashtra Jeewan Pradhikaran **** 2,000 10,00,000 0.00 200.00 200.00 200.00 200.00
Sub-Total B (3) 270.00 670.00 670.00 810.00 1,220.00
Total Unquoted Investments B (1 + 2 + 3 ) 306.47 704.67 684.77 814.77 1,224.77
Total (A + B) 359.07 757.27 687.37 817.37 1,227.37
* Market value of shares of Indbank Housing Ltd. @ ` 6.05 per share amounting to ` 1.51 crore (previous year @ ` 5.99 per share amounting to ` 1.50 crore), shares of Sri KPR
Industries @ ` 16.75 per share amounting to ` 0.17 crore (previous year @ ` 18.55 per share amounting to ` 0.18 crore) and NAV Value of Units of IIFCL Assets
Management Company Limited is @ ` 1112687.4953 per Unit amounting to ` 55.63 crore (previous year @ ` 1008996.0328 per unit amounting to ` 50.45 crore).
** IIFCL Mutual Fund Infrastructure Debt Fund Series – I of IAMCL is 10 year close ended scheme launched in 2013-14.
*** Share Certificates sent for correction but not received back. F - 17
**** Floating charge has been created on Statutory Liquid Assets by way of trust deed with M/s IL & FS Trust Company Ltd. in terms of Sub-section (1) & (2) of Section 29B of
National Housing Bank Act, 1987.
NOTE 14: LONG TERM LOANS AND ADVANCES
(`
` in crore)
st st st st st
A Loans
i Opening Balance 24,232.77 21,239.51 19,329.59 16,537.05 15,000.90
ii Add : Advanced during the year 7,351.05 6,937.15 5,673.82 6,341.17 4,842.49
iii Less : Repayment received during the year 4,123.96 3,943.89 3,763.90 3,548.63 3,306.34
Sub Total (i+ii-iii) 27,459.86 24,232.77 21,239.51 19,329.59 16,537.05
iv Less : Provision on Loans (Refer S.No. 3 (b) & 25 of Note 26 - Explanatory Notes) 344.56 260.50 152.01 270.13 209.89
Sub Total A (i+ii-iii-iv) 27,115.30 23,972.27 21,087.50 19,059.46 16,327.16
B Staff Loans *
i Staff Loans - Principal 36.41 36.58 35.79 35.56 27.50
ii Loans to Directors- Principal 0.01 0.02 0.00 0.00 0.00
iii Add : Interest accrued on Staff Loan 14.62 13.80 12.23 11.50 10.62
iv Add : Interest accrued on Loans to Directors 0.01 0.01 0.00 0.00 0.00
Sub Total B (i+ii+iii+iv) 51.05 50.41 48.02 47.06 38.12
* Includes secured by way of mortgage of ` 41.89 crore (Previous Year ` 38.12 crore).
C Loan (Secured against Hudco Public Deposit)

Loan (Secured against Hudco Public Deposit) - Principal 1.36 0.00 0.20 0.03 0.03
Add : Interest accrued on above 0.06 0.00 0.00 0.00 0.00
Sub Total C 1.42 0.00 0.20 0.03 0.03
D Advances
i Advance against capital purchases 3.90 9.10 5.87 4.90 1.21
ii Deposit for Services 0.30 0.19 0.19 0.19 0.22
iii Prepaid Expenses 1.96 1.99 0.00 0.00 0.00
Sub Total D 6.16 11.28 6.06 5.09 1.43
Sub Total (B+C+D) 58.63 61.69 54.28 52.18 39.58
Total (A+B+C+D) 27,173.93 24,033.96 21,141.78 19,111.64 16,366.74
Details of Loans (`
` in crore)
S.No. PARTICULARS As at As at
st
31 March,2015 31st March, 2014
LOANS
I Secured Loans
(a) Loans (secured by Hypothecation and/ or Mortgage of materials and Tangible Assets)
(i) Considered Good 9,077.09 10,346.29
(ii) Classified Doubtful 886.36 869.51
Sub Total I - a (i+ii) 9,963.45 11,215.80
II Unsecured Loans
(a) Loans (secured by Government Guarantee)
Sub Total II - a (i+ii) 17,130.17 12,646.27
(b) Loans- Others (secured by Negative Lien, Bank Guarantee, others)
(i) Considered Good 366.24 370.44
Sub Total II - b (i+ii) 366.24 370.70
Sub Total II (a+b) 17,496.41 13,016.97
Total (I+II) 27,459.86 24,232.77
NOTE 14 (A): OTHER NON CURRENT ASSETS

(`
` in crore)
st st st st st
A Work-in-Progress - BSUP Project - - - - 6.40
Total - -F - 18 - - 6.40
NOTE 15: CURRENT INVESTMENTS
(`
` in crore)
A Bonds 400.00 - - 410.00 75.00

400.00 - - 410.00 75.00
Additional disclosures required in respect of the investments

I Aggregate of quoted investments:
i Cost - - - - -
ii Market Value - - - - -
II Aggregate of unquoted investments:

i Cost 400.00 - - 410.00 75.00
S.No PARTICULARS Number Face Value As at 31.03.2015 As at 31.03.2014 As at 31.03.2013 As at 31.03.2012 As at 31.03.2011
(`
`) (`
` in crore) (`
` in crore) (`
` in crore) (`
` in crore) (`
` in crore)
Bonds
i 11.50% Gujarat Electricity Board * 10,000 1,00,000 - - - 100.00 75.00
ii 8.00% West Bengal Inf. Dev. Finance Corp. Ltd. * 2,000 10,00,000 200.00 - - - -
iii 8.00% Maharashtra Jeewan Pradhikaran * 2,000 10,00,000 200.00 - - - -
iv 11.85% West Bengal Inf. Dev. Finance Corp. Ltd. * 25,000 1,00,000 - - - 250.00 -
v 11.30% HP Infrastructure Dev. Board * 6,000 1,00,000 - - - 60.00 -
400.00 - - 410.00 75.00
(For 2014-15)
* Floating charge has been created on Statutory Liquid Assets by way of trust deed with M/s IL & FS Trust Company Ltd. in terms of
Sub-section (1) & (2) of Section 29B of National Housing Bank Act, 1987.
Foot Note:
Bonds of Karnataka Renewable Energy Development Ltd. against a face value of ` 135.80 crore were fully redeemed on 31.12.2009.
However, J & K Bank Depository Services who are still showing a balance of ` 135.80 crore, since the investee has not intimated the
same to the Depository Services.
F - 19
NOTE 16: CURRENT ASSETS -TRADE RECEIVABLES
(`
` in crore)
A Unsecured
I Outstanding for a period exceeding six months from the due date
(i) Considered good 8.39 7.71 4.42 3.74 13.13
(ii) Considered doubtful 14.35 12.09 10.78 8.50 1.85
Sub Total (i+ii) 22.74 19.80 15.20 12.24 14.98
(iii) Less: Provision for doubtful debts (Refer S.No 20 of Note No 26 - Explanatory Notes) 14.35 12.09 10.78 8.50 1.85
Sub Total (i+ii-iii) 8.39 7.71 4.42 3.74 13.13
II Other
(i) Considered good 1.66 2.36 6.18 8.78 3.44
Total (I+II) 10.05 10.07 10.60 12.52 16.57
Footnote:
S.No PARTICULARS As at 31.03.2015 As at 31.03.2014 As at 31.03.2013 As at 31.03.2012 As at 31.03.2011
(`
` in crore) (`
` in crore) (`
` in crore) (`
` in crore) (`
` in crore)
14.1 Secured, considered good - - - - -
Unsecured, considered good 10.05 10.07 10.60 12.52 16.57
Doubtful - - - - -
14.2 Trade Receivable stated above include debts due by

Director Nil Nil Nil Nil Nil
Other Officers of the Company Nil Nil Nil Nil Nil
Firm in which Director is a partner Nil Nil Nil Nil Nil
Private Company in which director is a member Nil Nil Nil Nil Nil
NOTE 17: CASH AND BANK BALANCES

(`
` in crore)
st st st st st
A Cash and Cash Equivalents

(i) Balance with Banks * 80.39 71.73 436.32 91.63 186.51
(ii) Cash and Revenue Stamps in hand 0.01 0.01 - - 0.03
(iii) Demand draft in hand - - - 5.94 -
(iv) Stamps in Hand (incl.Franking Machine balance) 0.01 - - - -
(v) Remittance in transit(Inter Office) 0.77 - 3.53 4.54 0.11
B Others Bank Balances
(i) Bank Deposits (More than 12 months) - - - - -
(ii) Bank Deposits (More than 3 months & upto12 months) * 40.38 27.32 86.92 2,504.82 369.64
(iii) Bank Deposits ** 163.36 172.83 170.00 171.91 159.91
Total 284.92 271.89 696.77 2,778.84 716.20
For 2014-15
* Balances with Scheduled Banks includes: Earmarked balances with Bank
(i) Human Settlement Management Institute (HSMI) = ` 0.01 crore (previous year ` 2.93 crore)
(ii) Rajiv Rinn Yojana = ` 27.51 crore (previous year ` 25.00 crore)
(iii) No-Lien account of Andrews Ganj Project = ` 0.08 crore (previous year ` 0.08 crore)
(iv) Heritage Project - Retail Finance = ` 1.40 crore (previous year ` 1.27 crore)
(v) Interest Subsidy for Housing Urban Poor (ISHUP) = ` 0.12 crore (previous year ` 0.10 crore)
(vi) City Specific Capacity Building = ` 0.98 crore (previous year ` 0.90 crore)
(vii) Ascot Hotel & Resorts Pvt. Ltd. = ` 10.31 crore (previous year ` Nil)
(viii) Unclaimed Bonds = ` 1.44 crore (previous year ` 0.66 crore)
F - 20
** Under lien with Bank of India, Cayman Islands branch, USA. = ` 163.36 crore (previous year ` 172.83 crore)
NOTE 18: SHORT TERM LOANS AND ADVANCES
(`
` in crore)
st st st st st
A Loans
i Opening Balance 5,113.66 4,701.64 4,458.10 4,668.70 5,288.62
ii Add : Advanced during the year 621.99 496.29 409.81 564.57 262.06
iii Less : Repayment received during the year 730.65 84.27 166.27 775.17 881.98
Sub Total (i+ii-iii) 5,005.00 5,113.66 4,701.64 4,458.10 4,668.70
iv Less : KFW Release 0.00 4.61 4.63 4.64 7.92
Sub Total (i+ii-iii-iv) 5,005.00 5,109.05 4,697.01 4,453.46 4,660.78
v Less : Excess amount (Pending adjustment) 0.72 0.10 0.30 0.30 0.19
Sub Total (i+ii-iii-iv-v) 5,004.28 5,108.95 4,696.71 4,453.16 4,660.59
vi Less : Provision on Loans (Refer S.No. 3 (b) & 25 of Note 26 - Explanatory Notes) 1,223.14 1,047.06 1,151.30 901.81 977.80
Sub Total (i+ii-iii-iv-v-vi) 3,781.14 4,061.89 3,545.41 3,551.35 3,682.79
vii Add : Interest accrued and due on above 79.54 107.03 63.74 5.85 46.92
Sub Total A (i+ii-iii-iv-v-vi+vii) 3,860.68 4,168.92 3,609.15 3,557.20 3,729.71
B Staff Loans *
(i) Staff Loans - Principal 8.08 8.88 10.36 7.47 8.82
(ii) Loans to Directors- Principal 0.06 0.01 0.00 0.00 0.00
(iii) Add : Interest accrued on Staff Loan 0.42 0.29 1.04 0.84 1.24
(iv) Add : Interest accrued on Loans to Directors 0.00 0.00 0.00 0.00 0.00
Sub Total [i+ii+iii+iv] 8.56 9.18 11.40 8.31 10.06
(v) Less : Provision on Staff Loans (Refer S.No. 20 of Note 26 - Explanatory Notes) 0.09 0.09 0.09 0.09 0.09
Sub Total B [ i+ii+iii+iv-v ] 8.47 9.09 11.31 8.22 9.97
* Includes secured by way of mortgage of ` 6.23 crore (Previous Year ` 6.31 crore).
C Loan (Secured against Hudco Public Deposit)

C(i) Loan (Secured against Hudco Public Deposit) - Principal 0.00 0.55 - 0.02 0.58
C(ii) Add : Interest accrued on above 0.00 0.06 - - 0.01
Sub Total C [C(i)+C(ii) ] 0.00 0.61 0.00 0.02 0.59
Total 3,869.15 4,178.62 3,620.46 3,565.44 3,740.27
Details of Loans (`
` in crore)
S.No. PARTICULARS As at As at
31st March,2015 31st March, 2014
LOANS
I Secured Loans
(a) Loans (secured by Hypothecation and/ or Mortgage of materials and Tangible Assets)
Sub Total I - a (i+ii) 2,314.33 2,996.45
II Unsecured Loans
(a) Loans (secured by Government Guarantee)
Sub Total II - a (i+ii) 2,624.66 2,041.66
(b) Loans- Others (secured by Negative Lien, Bank Guarantee, others)
(i) Considered Good 38.93 39.89
Sub Total II - b (i+ii) 21
F -66.01 70.94
Sub Total II (a+b) 2,690.67 2,112.60
Total (I+II) 5,005.00 5,109.05

NOTE 19: OTHER CURRENT ASSETS
(`
` in crore)
A Advances
i Deposit for Services 3.03 9.02 6.01 3.01 0.00
ii Prepaid Expenses 0.82 0.79 0.62 0.48 0.46
iii Loans and Advances to related party - - - - -
iv Other loans and Advances
v Advances for works * 14.37 14.32 14.40 14.61 14.85
vi Amount Recoverable from Ministry (Andrews Ganj Project) 222.68 200.60 165.01 138.36 -
(Refer S.No. 2 (b) of Note 26 - Explanatory Notes)
vii Advances to Employees 0.15 0.21 0.18 0.25 0.18
viii Advance Income Tax ( Including TDS) - - - - 226.88
ix Less : Provision for Income Tax - - - - 224.00
- - - - 2.88
x Income Tax Payments subject to litigation 317.11 314.32 238.79 238.79 223.09
xi Interest Tax Payments subject to litigation 6.59 6.59 6.59 6.59 6.59
xii Service Tax Payments subject to litigation 2.64 2.50 2.49 2.49 0.25
xiii Others (Net after Provision) ** (Refer S. no. 20 of Note 26 - Explanatory Notes) 55.54 40.77 37.80 34.97 33.57
Sub Total (A) 622.93 589.12 471.89 439.55 281.87
* Includes ` 14.21 crore (Previous year ` 14.21 crore) on account of Andrews Ganj Project. (Refer S.No. 2 (b) of Note 26 - Explanatory Notes).
** Includes ` 37.46 crore (Previous year ` 37.46 crore) on account of Andrews Ganj Project (Refer S.No. 2 (b) of Note 26 - Explanatory Notes).
B Interest accrued but not due on :

i Bonds 37.17 37.17 37.17 46.57 49.60
ii Fixed Deposit with Scheduled Bank -- Indian Branches 0.16 0.14 0.65 26.08 3.67
iii Deposit with Scheduled Bank -- Foreign Branches 0.39 0.42 0.49 0.64 0.44
iv Loans 228.25 212.74 166.56 174.70 143.26
Sub Total B (i+ii+iii+iv) 265.97 250.47 204.87 247.99 196.97
C Work-in-Progress
i Andrews Ganj Project (Refer S.No 2 of Note No 26 - Explanatory Notes) 19.34 19.34 19.34 26.91 26.91
ii BSUP Project 11.77 11.40 10.75 8.93 -
Sub Total(i+ii) 31.11 30.74 30.09 35.84 26.91
iii Less : Work Completed (AGP) 0.00 0.00 0.00 7.57 -
Sub Total(i+ii-iii) 31.11 30.74 30.09 28.27 26.91
Closing work in progress Sub Total C 31.11 30.74 30.09 28.27 26.91
D (i) Work Completed - - - - 14.41

(ii) Less : Adjustment during the year - - - - 14.41
Sub Total D (i-ii) - - - - -
E Others
i Amount receivable from Government of India under
Jabalpur Earthquake Scheme 0.00 4.98 5.00 5.00 5.00
ii Less: Provision (Refer S.No. 20 of Note 26 - Explanatory Notes) 0.00 4.98 5.00 5.00 5.00
Sub Total E (i-ii) - - - - -
Total (A+B+C+D+E) 920.01 870.33 706.85 715.81 505.75
F - 22
NOTE 20: REVENUE FROM OPERATIONS
(`
` in crore)
S.No PARTICULARS Year Ended Year Ended Year Ended Year Ended Year Ended
st st st st st
A Interest Income
i Interest on Loans 3,351.74 2,842.49 2,698.36 2,562.17 2,114.07
ii Less: Penal Interest waived off 95.91 20.35 25.49 87.41 79.86
Sub Total (i-ii) 3,255.83 2,822.14 2,672.87 2,474.76 2,034.21
iii Interest on Bonds 54.01 54.01 107.32 123.33 137.01
iv Interest on Loan against Public Deposits 0.07 0.05 0.02 0.01 0.06
v Interest on Fixed Deposits
vi Scheduled Bank - Indian Branches 0.56 40.40 46.91 99.85 39.26
vii Scheduled Bank - Foreign Branches 1.38 1.63 2.07 1.78 1.81
Sub Total (vi+vii) 1.94 42.03 48.98 101.63 41.07
B Other Operations Income
i Other Income on Loans 26.91 20.66 26.08 21.77 38.58
Sub Total (i) 26.91 20.66 26.08 21.77 38.58
C Other Financial Service
i Consultancy, Trusteeship and Consortium 7.79 6.14 9.28 15.27 11.23
Total (A+B+C) 3,346.55 2,945.03 2,864.55 2,736.77 2,262.16
NOTE 21: OTHER INCOME

(`
` in crore)
st st st st
31st March, 2015 31 March, 2014 31 March, 2013 31 March, 2012 31 March, 2011
A Dividend Income
(i) Dividend on long term equity shares 2.07 1.98 0.27 0.27 0.21
B Net gain / loss on sale of investments
(i) Profit on sale of fixed assets (Net) - 0.03 0.02 0.03 0.01
C Other
(i) Translation/Exchange gain on Foreign Currency Loan 13.13 - 15.20 - -
(ii) Interest on Staff Advances 1.82 1.88 1.80 1.59 1.30
(iii) Rental Income 24.01 18.05 16.12 13.46 11.41
(iv) Interest on Income tax Refund 10.02 0.54 0.25 3.92 -
(v) Excess Provision of Interest on Short Income Tax written back 0.13 0.49 0.00 0.00 0.00
(vi) Overhead Charges on Construction Project 0.03 0.23 0.13 2.23 0.23
(vii) Interest on Construction Project (Refer S.No 2 (b) of Note No 26 - Explanatory Notes) 22.99 22.53 20.57 15.02 -
(viii) Management Development Programme 0.30 0.89 1.49 1.59 0.88
(ix) Miscellaneous Income 6.72 2.20 2.84 3.75 2.39
Total (A+B+C) 81.22 48.82 58.69 41.86 16.43
NOTE 22: FINANCE COST

(`
` in crore)
st st st
31 March, 2015 31 March, 2014 31 March, 2013 31st March, 2012 31st March, 2011
(A) INTEREST EXPENDITURE
(i) Interest on secured loans 1,193.79 829.89 523.33 31.75 20.10
(ii) Interest on unsecured loans
(a) Indian Currency 532.47 788.00 986.00 1,484.68 1,191.61
(b) Foreign Currency
- Unswapped 4.32 5.19 6.22 6.63 4.64
- Swapped 28.05 31.65 29.06 30.33 39.08
(iii) Other Interest - - - 0.03 -
(iv) Interest on Income tax 5.40 2.50 1.50 3.00 0.21
Sub-Total (A) 1,764.03 1,657.23 1,546.11 1,556.42 1,255.64
(B) OTHER BORROWING COST
(i) Government Guarantee Fee 3.66 3.88 4.35 4.24 4.36
(ii) Premium on Forward Sale Contract - - - - 0.16
(iii) Miscellaneous expenditure Written Off - - - - -
(iv) Other Expenses on loans 7.69 35.42 17.46 28.14 3.50
Sub-Total (B) 11.35 39.30 21.81 32.38 8.02
(C) Net loss in Foreign currency Translation and Transaction - 5.18 0.00 40.28 9.61
Sub-Total (C) - 5.18
F - 23 0.00 40.28 9.61
Total (A) + (B) + (C) 1,775.38 1,701.71 1,567.92 1,629.08 1,273.27
NOTE 23: EMPLOYEE BENEFIT EXPENSES
` in crore)
(`
Year Ended 31st March, 2015 Year Ended 31st March, 2014 Year Ended 31st March, 2013 Year Ended 31st March, 2012 Year Ended 31st March, 2011
S.No PARTICULARS Directors * Total Directors * Total Directors * Total Directors * Total Directors * Total
A Salaries, Allowances & Other Amenities ** 0.98 122.24 0.63 98.96 0.18 117.04 0.33 106.55 0.39 89.80
B Group Saving Linked Insurance Premium - 0.02 - 0.03 - 0.03 - 0.02 - 0.02
C Gratuity ** - 1.55 - 1.37 - 1.28 - 2.16 - 4.46
D Insurance ** - 0.09 - 0.09 - 0.09 - 0.08 - 0.05
E Welfare - 1.76 - 1.34 - 1.63 - 0.96 - 0.70
F Staff Development/Training - 0.09 0.03 0.32 0.03 0.71 - 0.21 - 0.12
G Provident Fund / Pension Fund 0.07 7.08 0.03 2.55 - 1.39 0.01 0.41 0.02 19.11
H Administrative Charges-Provident Fund - 0.11 - 0.11 - 0.09 - 0.09 - 0.08
I HUDCO Pension Fund - 28.36 - - - - - - - -
J Contribution to Benevolent Fund - 0.07 - 0.07 - 0.04 - 0.04 - 0.11
Total(A+B+C+D+E+F+G+H+I+J) 1.05 161.37 0.69 104.84 0.21 122.30 0.34 110.52 0.41 114.45
* Included in total.
** Includes provision / payment for Directors.
NOTE 24: OTHER EXPENSES

` in crore)
(`
Year Ended 31st March, 2015 Year Ended 31st March, 2014 Year Ended 31st March, 2013 Year Ended 31st March, 2012 Year Ended 31st March, 2011
S.No PARTICULARS Directors * Total Directors * Total Directors * Total Directors * Total Directors * Total
A ADMINISTRATIVE
i Office Rent $ - 0.81 - 0.63 - 0.51 - 0.53 - 0.70
ii Repairs & Maintenance to Building - 5.50 - 6.64 - 6.19 - 4.37 - 3.82
iii Repairs & Maintenance to Other Assets - 2.57 - 1.84 - 1.52 - 1.81 - 1.63
iv Repairs & Maintenance to Vehicle - 0.40 - 0.43 - 0.45 - 0.37 - 0.31
v Loss on sale of Fixed Assets (Net) - 0.01 - -
vi Insurance - 0.13 - 0.12 - 0.12 - 0.16 - 0.07
vii Rates & Taxes - 2.95 - 4.77 - 3.34 - 1.86 - 1.84
viii Travelling 0.38 3.76 0.34 4.94 0.23 5.32 0.40 4.43 0.26 2.62
ix Legal & Professional Fees - 2.58 - 3.41 - 2.96 - 2.65 - 2.14
x Auditors Remuneration :
a) Audit Fees
(i) Current Year - 0.10 - 0.10 - 0.10 - 0.07 - 0.07
(ii) Previous Year - - - - - - - - - 0.02
b) Tax Audit Fees
(i) Current Year - 0.05 - 0.05 - 0.05 - 0.03 - 0.03
(ii) Previous Year - - - - - - - - - 0.01
c) Other Services - 0.12 - 0.22 - 0.12 - 0.18 0.10
d) Reimbursement of expenses - 0.02 - 0.01 - 0.06 - 0.01 - 0.01
xi Electricity - 2.02 - 2.05 - 2.03 - 1.59 - 1.59
xii Printing, Stationery & Photocopying - 0.92 - 0.87 - 0.71 - 0.56 - 0.45
xiii Postage, Telegram, Telephone & Telex - 1.48 - 1.33 - 1.09 - 1.07 - 1.07
xiv Advertisement, Publicity & Sponsorship - 2.63 - 4.67 - 2.27 - 1.49 - 0.36
xv Exhibition & Conference (Net) - 0.28 - 0.30 - 0.32 - 0.36 - 0.03
xvi Subscription & Membership - 0.29 - 0.24 - 0.18 - 0.18 - 0.19
xvii Donation - - - - - - - 0.01 - -
xviii Miscellaneous # 0.06 8.34 0.08 9.55 0.07 8.08 0.12 5.26 0.05 5.86
Total A 0.44 34.96 0.42 42.17 0.30 35.42 0.52 26.99 0.31 22.92
B OTHERS
i Grant in Aid/ R & D expenditure - 0.10 - 0.10 - - - 0.96 - 0.20
ii Expenses on Consultancy - 0.32 - 0.44 - 0.34 - 0.53 - 0.47
iii Expenses on Management Development
Programme - 0.66 - 1.11 - 1.61 - 1.24 - 0.81
iv Expenses on Research Studies - - - - - - - 0.05 - 0.01
v Research & Development - 2.15 - 3.50 - 3.15 - - - -
Total B 0.00 3.23 0.00 5.15 0.00 5.10 - 2.78 - 1.49
Total (A+B) 0.44 38.19 0.42 47.32 0.30 40.52 0.52 29.77 0.31 24.41
For 2014-15
$ Refer S.No. 22 of Note 26 - Explanatory Notes.
* Included in total.
# Includes ` 0.04 crore (Previous year ` 0.07 crore ) on account of Sitting fee paid to Directors. F - 24
NOTE 25: PRIOR PERIOD ADJUSTMENTS
(`
` in crore)
A INCOME
i Salary Allowances & Other benefits 0.06 - 0.02 0.01 -
ii Interest on Deposits 5.64 - - - -
iii Interest on loan 1.69 - - - -
iv Depreciation 0.10 0.01 - - -
v Grant in aid - - - 0.07 -
vi Advertisement - - - 0.01 -
vii Water & Electricity - - 0.01
viii Printing - - - - 0.03
ix Interest on Bonds & Other Borrowings 0.06 0.89 - 0.01 0.26
x Corporate Social Responsibility - - 19.87 - -
xi Miscellaneous receipts 3.00 0.01 0.01 0.02 -
Total A 10.55 0.91 19.91 0.12 0.29
B EXPENDITURE
i Salary Allowances & Other benefits 0.06 0.01 - - -
ii Repairs and Manintenance 0.01 0.02 0.11 - -
iii Insurance - - 0.01 0.01 -
iv Management Consultancy - - 0.06 - -
v Membership - - - 0.01 -
vi Publicity - - - 0.02 -
vii Interest on loan - 1.87 - - -
viii Depreciation 0.01 - - - -
ix Interest on Investment - 0.04 - - -
x Corporate Social Responsibility - 20.29 - - -
xi Other Expenses 0.05 0.30 0.02 0.01 -
Total B 0.13 22.53 0.20 0.05 -
Excess of Income over Expenditure / (Expenditure over Income) 10.42 -21.62 19.71 0.07 0.29
F - 25
CASH FLOW STATEMENT
Annexure - III
` in crore)
(`
S.No Particulars 31st March, 2015 31st March, 2014 31st March, 2013 31st March, 2012 31st March, 2011
A CASH FLOW FROM OPERATING ACTIVITIES

(i) NET PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS 1170.52 1115.97 1042.00 939.90 820.82
Add/ (Less): Adjustments for:
(ii) Depreciation 5.28 4.32 4.96 4.60 11.42
(iii) Provision on loans & advances (2.55) 1.33 2.07 6.64 1.43
(iv) Provision for leave encashment 5.28 (10.57) 5.25 1.68 5.47
(v) Provision for post retirement medical benefit 21.35 6.90 17.58 8.67 8.72
(vi) Provision for Loans 101.28 167.85 68.00 352.18 (112.20)
(vii) Provision for welfare expenditure 0.58 (0.03) 0.31 0.02 -
(viii) Provision for LTC (5.13) (2.57) (2.07) 2.28 (3.20)
(ix) Provision for Provident Fund 0.00 (4.12) (4.61) (5.21) 13.94
(x) Provision for Corporate Social Responsibilities (CSR) (8.36) 18.30 - 19.87 -
(xi) Additional Provision for Loans 170.00 (160.00) 65.00 (315.00) 140.00
(xii) Provision for Wealth Tax 0.25 0.25 - - -
(xiii) Provision for Interest under Income tax Act 5.40 2.50 - - -
(xiv) Prior Period Adjustments (Net) 10.42 (21.62) 19.71 0.07 0.29
(xv) Loss/ (Profit) on sale of Fixed Assets (Net) 0.01 (0.03) (0.02) (0.03) (0.01)
(xvi) Translation/exchange (Gain)/Loss on Foreign Currency Loan (13.13) 5.18 (15.20) 40.28 9.61
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 1461.20 1123.66 1202.98 1055.95 896.29
Adjustment for
(i) Decrease/(Increase) in Loans (3094.93) (3448.79) (2211.36) (2544.04) (989.84)
(ii) (Increase)/Decrease in Current Assets, other Loans & Advances * (419.93) (472.97) (270.88) (466.85) (235.02)
(iii) Increase/(Decrease) in Current Liabilities and Provisions 1496.68 (1224.75) 570.92 808.08 (298.99)
(iv) CASH GENERATED FROM OPERATIONS (556.98) (4022.85) (708.34) (1146.86) (627.56)
(v) Direct taxes paid(Net of refunds) 373.52 359.66 278.50 250.34 211.58
(vi) Securities Premium on Bonds 0.00 0.04 0.00 0.00 0.00
(vii) KFW Reserve 1.15 0.00 0.01 0.31 1.72
NET CASH FLOW FROM OPERATING ACTIVITIES (182.31) (3663.15) (429.83) (896.21) (414.26)
B CASH FLOW FROM INVESTING ACTIVITIES

(i) Sale / (Purchase) of Investment (1.80) (69.90) 540.00 75.00 225.00
(ii) Purchase of fixed assets (10.83) (10.45) (8.48) (3.88) (19.00)
(iii) Sale of Fixed assets 0.02 0.09 0.08 0.08 0.04
NET CASH FLOW FROM INVESTING ACTIVITIES (12.61) (80.26) 531.60 71.20 206.04
CASH FLOW STATEMENT (Contd.)

S.No Particulars 31st March, 2015 31st March, 2014 31st March, 2013 31st March, 2012 31st March, 2011
C CASH FLOW FROM FINANCING ACTIVITIES
(i) Proceed from borrowings (Net) 321.37 3,550.80 (2,019.21) 3003.52 248.58
(ii) Corporate Dividend Tax Paid (17.00) (25.50) (22.71) (17.85) (9.81)
(iii) Dividend Paid (100.01) (150.00) (140.01) (110.02) (59.08)
NET CASH FLOW FROM FINANCING ACTIVITIES 204.36 3375.30 (2181.93) 2875.65 179.69
NET CHANGES IN CASH & CASH EQUIVALENTS (A+B+C) 9.44 (368.11) (2080.16) 2050.64 (28.53)
CASH & CASH EQUIVALENTS - OPENING BALANCE ** 71.74 439.85 2,606.93 556.29 584.82
CASH & CASH EQUIVALENTS - CLOSING BALANCE 81.18 71.74 526.77 2606.93 556.29
NET INCREASE/DECREASE IN CASH & CASH EQUIVALENTS 9.44 (368.11) (2080.16) 2050.64 (28.53)
* Includes components of Bank Deposits: Earmarked balances with Bank (` in crore)

S.No. Particulars 31st March,2015 31st March, 2014
(i) Rajiv Rinn Yojana 27.51 25.00
(ii) Heritage Project - Retail Finance 1.38 1.27
(iii) City Specific Capacity Building 0.98 0.90
(iv) Ascot Hotel & Resorts Pvt. Ltd. 10.31 0.00
40.18 27.17
(v) Under lien with Bank of India, Cayman Islands branch, USA. 163.36 172.83
** Components of Cash & Cash Equivalents : Earmarked balances with Bank (` in crore)
S.No. Particulars 31st March,2015 31st March, 2014
(i) Human Settlement Management Institute (HSMI) 0.01 2.93
(ii) No-Lien account of Andrews Ganj Project 0.08 0.08
(iii) Heritage Project - Retail Finance 0.02 0.00
(iv) Interest Subsidy for Housing Urban Poor (ISHUP) 0.12 0.10
(v) Unclaimed Bonds 1.44 0.66
1.66 0.84
Note:
1 Cash Flow has been prepared using Indirect Method.
2 Previous year figures have been regrouped wherever necessary. F - 26
ANNEXURE IV
NOTE 1 : SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Preparation of Financial Statements
The accounts of the Company have been prepared under the historical cost
convention in accordance with generally accepted accounting principles in India, the
provisions of the Companies Act, the accounting standards issued by the Institute of
Chartered Accountants of India / Companies (Accounting Standard) Rules, 2014
and the Housing Finance Companies (NHB) Directions, 2010 issued by National
Housing Bank (NHB) as adopted consistently by the Company.
2. Revenue Recognition
(a) Income is recognised in accordance with Accounting Standard AS-9 on

“Revenue Recognition” issued by the Institute of Chartered Accountants of
India except income from Non-Performing Assets (NPA) which is recognised
as per the prudential norms issued by NHB.
(b) The application fees, front-end-fees, administrative fees and processing

fees on loans are recognized when the revenue can be reliably
measured regardless of when payment is being made.
3. Borrowing Cost
The ancillary cost of raising the borrowings namely brokerage charges, arranger’s
fees, stamp duty etc. are treated as expenditure in the financial year in which they
are incurred.
4. Provision on Non-Performing Assets
a) Non-performing assets are identified and categorized into Sub-standard,

Doubtful and Loss category based on the guidelines issued by NHB. Provisions
for Non-performing assets are made in accordance with the said guidelines.
b) Additional provisions (over and above the NHB prudential norms) is made
in order to establish a balance in the provision for loans that the
Corporation’s management considers prudent and adequate keeping in
view the unforeseen events and happenings such as change in policy of
Government and procedural delays in repayments from agencies etc.
F - 27
Note 1: (Contd.)
5. Grants and Subsidies
(a) The Company acts as a channelising agency for disbursement of grants /

subsidies under various schemes of the Government and Government
Agencies. The Company receives the amount of such grants/subsidies and
disburses them to eligible parties in accordance with the schemes of the
relevant grants/subsidies. The undisbursed grants / subsidies as at the year-
end are shown as a part of Current Liabilities. Where grants/ subsidies
disbursed exceed the related amount received, such amount receivable from
Government / Government Agencies is shown as a part of other Loans and
Advances.
(b) Grants received from KfW, a German financing agency, in respect of certain
schemes for economically weaker sections / low-income groups are also
dealt with in the manner described at (a) above. Interest earned on loans
given under certain specified schemes is shown under “Current Liabilities”
and is utilised as per the terms of the agreement with KfW.
6. Fixed Assets and Depreciation
(i) Tangible Assets
(a) Fixed assets are shown at historical cost less accumulated depreciation.
In case of properties where lease (sub-lease) / conveyance deed is yet
to be executed, the cost is increased by an estimated amount of ten
percent of cost of acquisition towards stamp duty/registration charges.
(b) Land / Buildings are classified into leasehold and freehold. Cost of
leasehold land is amortized over the period of lease on straight-line
basis.
(c) Flats / Buildings are capitalized at cost including the stamp duty /
registration charges etc. and the total value so arrived at is shown under
Flats / Buildings till separate details of cost of land and building is
available.
(d) Payments made for Land / Buildings / Flats where allotment cum
possession is pending are shown under Advance against Capital
Purchases.
F - 28
Note 1: (Contd.)
(e) Fixed assets received free of cost from Government are recorded at a
nominal amount of Rupee one only. Fixed assets acquired out of grants
from Government are taken at the acquisition cost to the Company and
the related grants are shown separately. Such assets are also
depreciated in the normal manner. The depreciation for the year is
arrived net of depreciation on grant assets.
(f) Depreciation is provided over the remaining useful life of the asset as
per Schedule-II of Companies Act 2013 using Written Down Value
(WDV) method, effective from 1st April 2014.
(g) On assets costing upto Rs.5000/- per item which are clubbed under
"Miscellaneous Assets" and depreciation thereon is provided @100%.
(h) Cost of Mobile phones reimbursed to employees upfront (90%) is

directly charged to revenue in the year of purchase.
(ii) Intangible Assets
In accordance with Accounting Standard AS-26, Intangible Assets

comprising of Computer Software are valued at cost less accumulated
amortization. Computer software is amortised over a period of five
years on a straight line basis.
7. Investments
(a) Long term investments are carried at cost. A provision for diminution is made
to recognize a decline, other than temporary in the value of long term
investments as per Accounting Standard AS-13 “Accounting for Investments”
issued by the Institute of Chartered Accountants of India and the guidelines
issued by the NHB.
(b) Investment in Mutual Funds (Infrastructure Debt Fund) is valued at

cost, less diminution, if any, other than temporary. However, diminution
in value is reversed, when there is rise in the value or if the reason for
the reduction no longer exists.
F - 29
Note 1: (Contd.)
8. Foreign Exchange Transactions
(a) Foreign exchange transactions are recorded at the rates (RBI reference rate)
prevailing on the dates of the respective transactions.
(b) Monetary Assets and liabilities denominated in foreign currencies are

restated at the exchange rate (RBI reference rate) as on the date of Balance
Sheet except in respect of transactions where forward rate contract is taken.
(c) Exchange differences resulting from restatement of assets or liabilities or

from settlement of transactions are recognised in the Statement of Profit &
Loss.
(d) In respect of forward exchange contracts, other than for trading or

speculation purposes, the difference between the forward rate and the rate
(RBI reference rate) at the date of transaction is recognized as income or
expense over the life of the forward exchange contract. Any profit or loss
arising on cancellation or renewal of forward exchange contracts is
recognised as income or expense for the year.
9. Employees Benefits
(a) Expenditure on corporation contributions to Provident Fund, Group

Saving Linked Insurance Scheme, EPFO’s Employees’ Pension
Scheme and HUDCO’s Employees’ Pension Scheme is accounted for
on accrual basis in accordance with the terms of the relevant schemes
and charged to Statement of Profit & Loss. The Corporation’s
obligation towards gratuity, provident fund and post-retirement medical
benefits to employees are actuarially determined and provided for as
per AS-15 (Revised) Employee Benefits.
(b) The Corporation’s obligation towards sick leave, earned leave, leave travel
concession, gift on completion of 20 / 30 years of service & retirement gift are
actuarially determined and provided for as per AS-15 (Revised) Employee
Benefits.
10. Taxation
(a) Tax expense comprises of current and deferred. Current income tax and
Wealth tax is measured at the amount expected to be paid to tax authorities
in accordance with the Indian Income Tax Act/ Wealth Tax Act.
(b) In respect of disputed income tax / interest tax / wealth tax demands, where
the Company is in appeal, provision for tax is made when the matter is finally
decided.
F - 30
Note 1: (Contd.)
(c) Deferred Tax is recognized, subject to consideration of prudence on timing

differences, representing the difference between the taxable income and
accounting income that originated in one period and are capable of reversal
in one or more subsequent periods. Deferred Tax assets and liabilities are
measured using tax rates and the tax laws that have been enacted or
substantively enacted by the Balance Sheet date.
11. Provisions, Contingent Liabilities and Contingent Assets
(i) Provisions are recognized for liabilities that can be measured only using a
substantial degree of estimation, if:
(a) the Company has a present obligation as a result of past event.
(b) a probable outflow of resources is expected to settle the obligation and
(c) the amount of obligation can be reliably estimated.
Reimbursements expected in respect of expenditure required to settle a

provision is recognized only when it is virtually certain that the reimbursement
will be received.
(ii) Contingent liability is disclosed in the case of:
(a) a present obligation arising from past events, when it is not probable
that an outflow of resources will be required to settle the obligation.
(b) a possible obligation, unless the probability of outflow of resources is

remote.
Provisions, Contingent Liabilities are reviewed by the management at each

Balance Sheet date.
(iii) Contingent assets are neither recognised nor disclosed.
F - 31

India except income from Non-Performing Assets (NPA) which is recognised
(b) The application fees, front-end-fees, administrative fees and processing fees
on loans are accounted for on realisation.
3. Borrowing Cost
are incurred.
4. Provision on Non-Performing Assets
Non-performing assets are identified and categorized into Sub-standard, Doubtful

and Loss category based on the guidelines issued by NHB. Provisions for Non-
performing assets are made in accordance with the said guidelines.
(a) The Company acts as a channelising agency for disbursement of grants /

F - 32
Note 1: (Contd.)

Advances.
(b) Grants received from KfW, a German financing agency, in respect of certain
(i) Tangible Assets
(a) Fixed assets are shown at historical cost less accumulated depreciation.
In case of properties where lease (sub-lease) / conveyance deed is yet
to be executed, the cost is increased by an estimated amount of ten
percent of cost of acquisition towards stamp duty/registration charges.
basis.
Flats / Buildings till separate details of cost of land and building is
available.
(d) Payments made for Land / Buildings / Flats where allotment cum
Purchases.
(e) Fixed assets received free of cost from Government are recorded at a
from Government are taken at the acquisition cost to the Company and
the related grants are shown separately. Such assets are also
depreciated in the normal manner. The depreciation for the year is
arrived net of depreciation on grant assets.
F - 33
Note 1: (Contd.)
(f) Depreciation is provided on written down value method, in accordance

with the rates specified in Schedule XIV of the Companies Act, 1956,
except:
(i) On assets costing upto Rs.5000/- per item which are clubbed
under "Miscellaneous Assets" and depreciation thereon is
provided @100%.
(ii) Mobile phones purchased upto 31.3.2012 are depreciated @ of

45% p.a. on straight line method and after 2 years balance value
of 10% is recovered as per the existing accounting policy. On
mobile phones purchased from 1.4.2012 onwards, 90% of the
cost which is reimbursed to employees upfront, shall be directly
charged to revenue in the year of purchase. The modified policy
is applicable on mobile phone purchased after 1.4.2012 onwards.
In accordance with Accounting Standard AS-26, “Intangible Assets” are

valued at cost less accumulated amortization. Computer software is
amortised over a period of five years.
7. Investments
Long term investments are carried at cost. A provision for diminution is made to
recognize a decline, other than temporary in the value of long term investments as
per Accounting Standard AS-13 “Accounting for Investments” issued by the Institute
of Chartered Accountants of India and the guidelines issued by the NHB.


Loss.
F - 34
Note 1: (Contd.)
(d) In respect of forward exchange contracts, other than for trading or

speculation purposes, the difference between the forward rate and the rate
(RBI reference rate) at the date of transaction is recognized as income or
expense over the life of the forward exchange contract. Any profit or loss
arising on cancellation or renewal of forward exchange contracts is
recognised as income or expense for the year.
(a) Expenditure on contributions to Provident Fund, Group Saving Linked

Insurance Scheme and Employees’ Pension Scheme is accounted for on
accrual basis in accordance with the terms of the relevant schemes and
charged to Statement of Profit & Loss. The Corporation’s obligation towards
gratuity, provident fund and post-retirement medical benefits to employees
are actuarially determined and provided for as per AS-15 (Revised)
Employee Benefits.
Benefits.
10. Taxation
wealth tax is measured at the amount expected to be paid to tax authorities in
accordance with the Indian Income Tax Act/ Wealth Tax Act.
decided.

F - 35
Note 1: (Contd.)
substantial degree of estimation, if:

will be received.

remote.

Balance Sheet date.
F - 36

India except income from Non Performing Assets (NPA) which is recognised
3. Borrowing Cost
are incurred.
4. Provision on Non Performing Assets

(d) The Company acts as a channelising agency for disbursement of grants /

Advances.
F - 37
Note 1: (Contd.)
(e) Grants received from KfW, a German financing agency, in respect of certain
(i) Tangible Assets
(a) Fixed assets are shown at historical cost less accumulated

depreciation. In case of properties where lease (sub-lease) /
conveyance deed is yet to be executed, the cost is increased by an
estimated amount of ten percent of cost of acquisition towards stamp
duty/registration charges.
basis.
registration charges etc. and the total value so arrived at is shown
under Flats / Buildings till separate details of cost of land and building
is available.
(f) Payments made for Land / Buildings / Flats where allotment cum
Purchases.
(g) Fixed assets received free of cost from Government are recorded at a
nominal amount of Rupee one only. Fixed assets acquired out of
grants from Government are taken at the acquisition cost to the
Company and the related grants are shown separately. Such assets
are also depreciated in the normal manner. The depreciation for the
year is arrived net of depreciation on grant assets.
(f) Depreciation is provided on written down value method, in accordance

except:
(i) On assets costing upto Rs.5000/- per item which are clubbed
under "Miscellaneous Assets" and depreciation thereon is
provided @100%.
F - 38
Note 1: (Contd.)
(iii) Mobile phones purchased upto 31.3.2012 are depreciated @ of

45% p.a. on straight line method and after 2 years balance
value of 10% is recovered as per the existing accounting policy.
On mobile phones purchased from 1.4.2012 onwards, 90% of
the cost which is reimbursed to employees upfront, shall be
directly charged to revenue in the year of purchase. The
modified policy is applicable on mobile phone purchased after
1.4.2012 onwards.

7. Investments


Loss.
(d) In respect of forward exchange contracts, other than for trading or speculation
purposes, the difference between the forward rate and the rate (RBI
reference rate) at the date of transaction is recognized as income or expense
over the life of the forward exchange contract. Any profit or loss arising on
cancellation or renewal of forward exchange contracts is recognised as
income or expense for the year.
F - 39
Note 1: (Contd.)

Insurance Scheme and Employees’ Pension Scheme is accounted for on accrual
basis in accordance with the terms of the relevant schemes and charged to
Statement of Profit & Loss. The Corporation’s obligation towards gratuity,
provident fund and post retirement medical benefits to employees are actuarially
determined and provided for as per AS-15 (Revised) Employee Benefits.
Benefits.
10. Taxation
decided.

substantial degree of estimation, if :

will be received.
F - 40
Note 1: (Contd.)

remote.

Balance Sheet date.
F - 41

3. Borrowing Cost
are incurred.

a) The Company acts as a channelising agency for disbursement of grants /

subsidies under various schemes of the Government and Government Agencies.
The Company receives the amount of such grants/subsidies and disburses them
to eligible parties in accordance with the schemes of the relevant
grants/subsidies. The undisbursed grants / subsidies as at the year-end are
shown as a part of Current Liabilities. Where grants/ subsidies disbursed exceed
the related amount received, such amount receivable from Government /
Government Agencies is shown as a part of other Loans and Advances.
F - 42
Note 1: (Contd.)
b) Grants received from KfW, a German financing agency, in respect of certain

(i) Tangible Assets
a) Fixed assets are shown at historical cost less accumulated depreciation. In

case of properties where lease (sub-lease) / conveyance deed is yet to be
executed, the cost is increased by an estimated amount of ten percent of cost
of acquisition towards stamp duty/registration charges.
b) Land / Buildings are classified into leasehold and freehold. Cost of leasehold
land is amortized over the period of lease on straight-line basis.
c) Flats / Buildings are capitalized at cost including the stamp duty / registration
charges etc. and the total value so arrived at is shown under Flats / Buildings
till separate details of cost of land and building is available.
d) Payments made for Land / Buildings / Flats where allotment cum possession is
pending are shown under Advance against Capital Purchases.
e) Fixed assets received free of cost from Government are recorded at a nominal
amount of Rupee one only. Fixed assets acquired out of grants from
Government are taken at the acquisition cost to the Company and the related
grants are shown separately. Such assets are also depreciated in the normal
manner. The depreciation for the year is arrived net of depreciation on grant
assets.
f) Depreciation is provided on written down value method, in accordance with the

rates specified in Schedule XIV of the Companies Act, 1956, except:
(i) On assets costing upto Rs.5000/- per item which are clubbed under
"Miscellaneous Assets" and depreciation thereon is provided @100%.
(iv) On Mobile phones which are depreciated @ of 45% p.a. on straight line
method and after 2 years residual value of 10% is recovered.
F - 43
Note 1: (Contd.)

7. Investments
(b) Monetary Assets and liabilities denominated in foreign currencies are restated
at the exchange rate (RBI reference rate) as on the date of Balance Sheet
except in respect of transactions where forward rate contract is taken.
(c) Exchange differences resulting from restatement of assets or liabilities or from

settlement of transactions are recognised in the Profit and Loss Account.
purposes, the difference between the forward rate and the rate (RBI reference
rate) at the date of transaction is recognized as income or expense over the life
of the forward exchange contract. Any profit or loss arising on cancellation or
renewal of forward exchange contracts is recognised as income or expense for
the year.

charged to Profit & Loss Account. The Corporation’s obligation towards
gratuity, provident fund and post retirement medical benefits to employees are
Benefits.
F - 44
Note 1: (Contd.)
concession, gift on completion of 20 years of service & retirement gift are
Benefits.
10. Taxation
decided.

accounting income that originated in one period and are capable of reversal in
one or more subsequent periods. Deferred Tax assets and liabilities are

will be received.

remote.
F - 45
Note 1: (Contd.)

Balance Sheet date.
F - 46
SCHEDULE- S
Significant Accounting Policies

3. Borrowing Cost
are incurred.

a) The Company acts as a channelising agency for disbursement of grants /

Advances.
F - 47
SCHEDULE- S (contd.) Annual Accounts 2010-11
b) Grants received from KfW, a German financing agency, in respect of certain

schemes for economically weaker sections / low-income groups are also dealt
with in the manner described at (a) above. Interest earned on loans given
under certain specified schemes is shown under “Current Liabilities” and is
utilised as per the terms of the agreement with KfW.
(i) Tangible Assets
a) Fixed assets are shown at historical cost less accumulated depreciation.

In case of properties where lease (sub-lease) / conveyance deed is yet to
be executed, the cost is increased by an estimated amount of ten percent of
cost of acquisition towards stamp duty/registration charges.
b) Land / Buildings are classified into leasehold and freehold. Cost of

leasehold land is amortized over the period of lease on straight-line basis.
c) Flats / Buildings are capitalized at cost including the stamp duty /

Flats / Buildings till separate details of cost of land and building is available.
d) Payments made for Land / Buildings / Flats where allotment cum

Purchases.
e) Fixed assets received free of cost from Government are recorded at a

from Government are taken at the acquisition cost to the Company and the
related grants are shown separately. Such assets are also depreciated in
the normal manner. The depreciation for the year is arrived net of
depreciation on grant assets.
f) Depreciation is provided on written down value method, in accordance

except:
i. On assets costing upto Rs.5000/- per item which are clubbed under
"Miscellaneous Assets" and depreciation thereon is provided
@100%.
F - 48
ii. On Mobile phones which are depreciated @ of 45% p.a. on straight

line method and after 2 years residual value of 10% is recovered.

7. Investments
(a) Foreign exchange transactions are recorded at the rates prevailing on the
dates of the respective transactions.
(b) Monetary Assets and liabilities denominated in foreign currencies are restated
at the exchange rate as on the date of Balance Sheet except in respect of
transactions where forward rate contract is taken.
(c) Exchange differences resulting from restatement of assets or liabilities or from

settlement of transactions are recognised in the Profit and Loss Account.
purposes, the difference between the forward rate and the rate at the date of
transaction is recognized as income or expense over the life of the forward
exchange contract. Any profit or loss arising on cancellation or renewal of
forward exchange contracts is recognised as income or expense for the year.

charged to Profit & Loss Account. The Corporation’s obligation towards
gratuity, provident fund and post retirement medical benefits to employees are
Benefits.
F - 49
concession, gift on completion of 20 years of service & retirement gift are
Benefits.
10. Taxation
decided.


will be received.
F - 50

remote.

Balance Sheet date.
F - 51
ANNEXURE V
`
NOTE 26 : EXPLANATORY NOTES
1) Contingent Liabilities & other commitments not provided for and counter
guarantees issued by the company :
(a) Contingent Liabilities:
` in crore)
(`
2014-2015 2013-2014
i. Claims of Contractors not acknowledged as 0.72 0.72
debts
Counter claims of the company 0.63 0.63
ii. Demand (including penalty) on account of 31.61 31.61
payment of guarantee fee on SLR debentures
iii. Disputed Income tax and Interest tax demands 448.19 619.75
against which company has gone in appeal.
The company has paid a cumulative amount
upto 31.03.2015 of ` 323.69 crore (previous
year ` 320.91 crore) under protest
iv. Disputed service tax demands against which 6.97 5.05
company has gone in appeal. The company
has paid a cumulative amount upto 31.03.2015
of ` 2.64 crore (previous year ` 2.50 crore)
under protest
(b) Capital commitments not provided for:
` in crore)
(`
2014-2015 2013-2014
i. Estimated amount of commitments remaining to 39.49 14.59

be executed on capital account
(c) CSR commitments not provided for:
` in crore)
(`
2014-2015 2013-2014
i. Estimated amount of CSR commitments 9.61 --

remaining to be executed
F - 52
(d) Counter guarantees issued by the company:
S. Lender in Date of Name of the counterparty Amount of Amount of

No. whose execution and and purpose of Counter the the
favour the validity of Guarantee guarantee guarantee
guarantee is Counter (as on (as on
extended Guarantee 31.03.15) 31.03.14)
` in
(` (`` in
crore) crore)
1. Bank of Date of Performance guarantee 0.06 0.06
Baroda execution for design and
November 2, consultancy services/
2012 contracts for construction
of quarters and allied
Validity Date services at Hindustan
21.04.17 Aeronautics Limited
Bangalore
2. Axis Bank Date of In favour of NSE Ltd. -- 47.00

execution towards 1% security
January 1, deposit in respect of tax-
2013 free bonds issued during
FY 2012-13.
Validity Date
06.04.14
3. HDFC Bank Date of In favour of NSE Ltd. -- 43.85

FY 2011-12.
Validity Date
23.07.14
4. Indusind Date of Collateral security in 50.00 50.00

Bank execution respect of refinance
March 15, facility of ` 250 crore
2013 availed under Rural
Housing fund from
Validity Date National Housing Bank
18.03.16
5. Bank of Date of Collateral security in 137.50 137.50
Baroda execution respect of refinance
2013 (including refinance
assistance of ` 250
Validity Date
18.03.16
crore obtained from
National Housing Bank
against which Bank
guarantee has been
obtained from Indusind
Bank) availed under
Rural Housing fund
from National Housing
F - 53
Bank.
6. Vijaya Bank Date of Collateral security in 125.00 125.00
execution respect of refinance
April 5, 2013 facility of ` 500 crore
availed under Rural
Validity Date
Housing fund from
07.04.16
National Housing Bank.
7. Indusind Date of In favour of BSE Ltd. 45.10 45.10
Bank execution towards 1% security
September deposit in respect of tax-
12, 2013 free bonds issued during
FY 2013-14.
Validity Date
12.09.15
8. Axis Bank Date of Collateral security in 125.00 125.00
December facility of ` 500 crore
12, 2013 availed under Rural
Housing fund from
Validity Date
15.12.16
9. Indusind Date of Collateral security in 125.00 --
May 28, facility of ` 750 crore
Housing fund from
Validity Date
01.06.17
10. Axis Bank Date of Collateral security in 62.50 --
Housing fund from
Validity Date
01.06.17
11. Canara Date of Collateral security in 237.50 --
Housing Fund and
Validity Date
25.12.17
Urban Housing Fund.
Bank.
Total 907.66 573.51
2) (a) The above does not include contingent liabilities in respect of Andrews
Ganj Project (AGP) executed on behalf of Government of India, arising
on account of various court cases / arbitration / allottees claims against
cancellation of allotment etc., because in this case, HUDCO is only
working as an agent. As such, liability (if any) whenever ascertained /
F - 54
finalised shall be passed on to Govt. of India and met out of AGP
project account, being maintained separately.
(b) The company has undertaken Andrews Ganj Project (AGP) on behalf
of the then Ministry of Urban Affairs & Employment, MoUA&E (now
Ministry of Urban Development, MoUD) in the year 1989-90. Vide
minutes dated 07.09.1995, MoUA&E has agreed to pay interest @
17% p.a. on the expenditure incurred on the Andrews Ganj Project
along with 1.5% administrative charges. As per Perpetual Lease Deed
dated 04.07.1997, the company is liable to make available Net
Resources from the development and disposal of properties of the
project to the above Ministry and accordingly the company was
crediting interest on Net Resources generated on the project upto
03.11.2004 and thereafter a separate “No Lien account” has been
opened under the name of HUDCO AGP Account into which the
surplus lying to their credit had been deposited and interest accrued /
earned on No Lien Account is being credited to that account. Further,
company’s contention that it is working as an agent and as such total
ownership rights and responsibilities are of Government of India and
there is no financial liability of the company has been upheld by the
opinion of Shri GE Vahanvati as Solicitor General of India dated 12th
April, 2005 and as Attorney General of India vide his opinion dated 19th
August, 2009 wherein he has opined as under:-
“I am of the opinion that it is not open to the Ministry of Urban

Development to contend that they had nothing to do with the
development of Hotel Site or that HUDCO was not its agent. The
protracted dispute between the two Ministries is leading to mounting
interest which is being added to the amount of the decree. This is a
matter which therefore, has to be resolved on a mutually acceptable
basis and the Ministry of Urban Development should accept its
liabilities as the land owner”.
The opinion has also been duly endorsed by the then Law Secretary
and Law Minister of Government of India. Keeping this in view,
HUDCO has been making payments / settling claims on Ministry’s
behalf and accounting them through above HUDCO AGP Account. As
on 31.03.2015, this account has a debit balance of ` 295.61 crore,
which represents amounts paid by HUDCO on behalf of government
for the capital and revenue expenditures on above project over and
above the recoveries to this account including the cumulative interest
on excess of expenditure over recoveries of ` 81.11 crore upto
31.3.2015 at the rate of 10.75% per annum charged in accordance
with HUDCO’s Board decision in 459th meeting held on 24.08.2009 on
the aforesaid excess payment made by HUDCO, which is recoverable
from the above Ministry. The Ministry has been informed in specific of
the above facts and figures on various occasions through
correspondence as also in the meetings. However, no specific
denial/confirmation from the Ministry has yet been received. The
company, in its aforesaid capacity of agent to the Government of India,
F - 55
is in possession of real estate properties (9 guest houses blocks and
hotel site) which command much higher realizable market value
sufficient to recover aforesaid amount of ` 295.61 crore. HUDCO is
raising its demands from time to time to MoUD. The detail of ` 295.61
crore is given hereunder:
S. Particulars of Items of Balance as on Balance as Reference of Note of the

No. Andrews Ganj Project 31.03.2015 on Balance Sheet
` in crore)
(` 31.03.2014
` in crore)
(`
a Amount Recoverable from 222.68 200.60 Note 18 - D (iv)(b)
MoUD (Current Assets)
b Closing balance WIP (Current 19.34 19.34 Note 18- F (i)
Assets)
c Amount Due Recoverable from 53.83 51.67 Included in the amount
Contractor/ Recovery Others shown against Note 18 -
(Current Assets) D(iv)
Total (a to c) A 295.85 271.61
d Amount payable to contractor/ 0.21 0.31 Included in amount
TDS Payable (Current showing against Note -
Liabilities) 10(D)
e VAT/WCT/ Cess payable/ 0.03 0.03 Included in amount
Maintenance Fund (Current showing against Note -
Liabilities) 10(N)
f Total (d to e) B 0.24 0.34
Surplus/ (Deficit) available as on (295.61) (271.27)
31.03.2015 DEFICIT (A – B)
In line with the provisions of perpetual lease deed executed between

HUDCO and MoUD, HUDCO is regularly requesting MoUD for its
decisions on the project properties or else to take over the Andrews
Ganj Project alongwith assets & liabilities after making payment to
HUDCO of the amount spent/ being spent by HUDCO on meeting the
liabilities of Andrews Ganj Project with interest and overhead charges.
In view of persistent request of HUDCO, several meetings were held in
year 2013-14 under the chairmanship of Secretary, UD wherein the
possibilities were explored by MoUD to take over the project from
HUDCO and handing over the same to NBCC for further
implementation and payments of the due amount to HUDCO which has
been spent by HUDCO on implementing the project as agent of
MOUD.
NBCC recently through a letter has conveyed its unwillingness to

MOUD’s proposal to take over the Andrews Ganj Project. A meeting
was again held under the chairmanship of Secretary, HUPA in
presence of Secretary, UD, on 27.4.2015, wherein it was decided that
HUDCO shall continue to implement the Andrews Ganj Project in
terms of perpetual lease deed conditions and all the pending issues
shall be looked into for resolution by MoUD.
(c) An amount of ` 17.98 crore (50% of the total property tax claimed by
Municipal Corporation of Delhi (MCD) was initially deposited by
HUDCO with MCD on account of property tax of Andrews Ganj Project
for the period from 2.7.1990 to 4.7.1997, although there was no liability
of payment of property tax on HUDCO since the property belongs to
F - 56
Union of India. The Hon’ble Supreme Court decided the case in favour
of HUDCO as such, the entire amount along with interest is
recoverable from MCD. Out of the above, an amount of ` 11.46 crore
has been refunded by MCD on 3.10.2005 which has been adjusted
against interest. As per opinion of Solicitor General of India no property
tax is payable by HUDCO on the land owned by Government of India.
Company filed contempt petition against MCD for recovery of balance
amount from MCD after taking opinion of Additional Solicitor General of
India.
After hearing, the Hon’ble Supreme Court disposed off the contempt
petition, granting liberty to HUDCO to pursue their remedy in
competent Court if the same is available under Law. Accordingly,
company has filed execution petition in Hon’ble Delhi High Court on
31.05.2014 against South Delhi Municipal Corporation (SDMC), earlier
MCD, for recovery of balance amount.
Further, SDMC, vide notice dated 24.12.2012 and 02.01.2013, has

also raised the demand of service charges for the period from
02.07.1990 till 04.07.1997 and also property tax for the period from
04.07.1997 till 02.01.2013 from HUDCO amounting to ` 84.28 crore
including interest for the delayed payment @12% p.a. as per the
provisions of Delhi Municipal Corporation Act, for the properties in
possession by HUDCO on behalf of MoUD. The notice further stated
that in case dues are not cleared then SDMC may proceed to attach
the bank accounts of HUDCO. HUDCO filed writ petition no.467/2013
in Delhi High Court against SDMC and Union of India challenging the
demand of property tax and service charges amounting to ` 84.28
crore raised by SDMC and claimed from HUDCO on Andrews Ganj
property on the ground that HUDCO is the agent of Union of India (as
inferred from lease deed dated 04.07.1997).
After hearing both parties, the Hon’ble High Court stayed the operation
of the impugned demand of SDMC and directed HUDCO to deposit ` 7
crore with SDMC, without prejudice to the rights and contentions of
both the parties within four weeks of the order dated 31.01.2013. The
amount of ` 7 crore has since been deposited on 26.02.2013 with
SDMC. Now the matter is listed on 15.12.2015 before High Court for
filing of counter affidavit by Union of India and rejoinder thereafter, if
any, by the petitioner. SDMC has filed its reply. HUDCO has filed
rejoinder to the reply of SDMC.
(d) The company had allotted a hotel site including car parking space to
M/s. M S Shoes East Limited (MSSEL). Due to default in payment of
installments by MSSEL, the company cancelled the allotment of hotel
site including car parking space and forfeited the first installment paid
by MSSEL in terms of the allotment letter. MSSEL started litigation
regarding hotel site, which is still continuing at the appellate stage in
the High Court of Delhi and the next date of hearing in the matter is
fixed as 10.09.2015. On the initiatives of MSSEL and MoUD, the
F - 57
matter was referred to Delhi Mediation and Conciliation Centre, Delhi
High Court for settlement, which is still pending.
(e) The allotment of 9 blocks of guest houses and restaurants, kitchens

and shops, which were allotted to MSSEL, was cancelled and first
installment paid by MSSEL was forfeited as per terms of allotment
letter. MSSEL filed suit in the Hon’ble District Court Delhi. Further, on
an appeal filed by HUDCO against the interim order of Hon’ble District
Court, Delhi, the Hon’ble High Court of Delhi has transferred the case
to itself by directing the MSSEL to pay the ad-valorem court fee on the
suit amount which has since been paid by MSSEL. At present, the
case is pending with Hon’ble High Court of Delhi.
The High Court vide order dated 08.11.2012, without prejudice to

respective rights and contentions of the parties in dispute, has
referred the case to Delhi Mediation and Conciliation Centre on the
initiative of MSSEL and consent of Ministry of Urban Development
(MoUD), which is still pending.
MoUD vide its letter dated 14th May 2013 has requested HUDCO to
furnish the account statement in the matter of out of court settlement
with MSSEL. Accordingly, HUDCO, vide letter dated 23rd May 2013,
has furnished the statement of account and also requested for
reimbursement of amount spent by HUDCO out of its own fund for
meeting the liability of Andrews Ganj Project. Further, MoUD vide
another letter dated 25th May 2013, has requested HUDCO for its NOC
for out of court settlement by MoUD with MSSEL. In reply of the
same, in accordance with the decision taken by the HUDCO Board,
HUDCO issued NOC subject to the conditions that the amount spent /
being spent by HUDCO towards the liability of Andrews Ganj Project
shall be reimbursed to HUDCO and the same may be mentioned in the
settlement agreement between MoUD and MSSEL. HUDCO also
stated that the payment, if any, by MSSEL be routed through HUDCO.
The matter was listed before mediator on 05.08.2015. The letter given
by Ministry for calling off the mediation was submitted to mediation
centre. The case is likely to be referred back to the Hon’ble High Court
and is fixed up for further orders on 29.10.2015.
(f) The arbitrator has passed an award in respect of various claims by

M/s. Ansal Properties and Industries Ltd. (APIL) with respect to issues
related to external electrification, provision of scrubber, refund of
interest etc. allotment of site in Shopping Arcade to APIL on
28.07.2005 in favour of APIL directing HUDCO to pay ` 8.84 crore and
further interest @18% p.a. from 01.08.2005 till payment. Arbitrator has
allowed the counter claim of HUDCO and directed APIL to pay
approximately ` 0.85 crore of maintenance charges as billed by M/s.
Habitat Services Centre (HSC) w.e.f. 01.01.2001 upto 31.07.2005
within 3 months from the date of award failing which, APIL shall have
to pay interest thereon @18% p.a. HUDCO has challenged the award
F - 58
before the Hon’ble High Court of Delhi and, as per the directions of the
Court, has deposited a sum of ` 7.99 crore in the Court, out of HUDCO
AGP Account to save future interest liability which has since been
released to APIL by the court against the security of Bank Guarantee.
After expiry of Bank Guarantee, APIL requested Court to accept the
security of immovable properties, which was allowed by the Court.
Accordingly, APIL submitted documents of immovable properties in the
Court. However, documents submitted by APIL are not acceptable to
company. The company moved an application in Court for restoring
security of Bank Guarantee as earlier provided by APIL. Now, the case
is listed before Registrar General, High Court for hearing.
APIL has invoked arbitration for refund of ground rent paid by it from
the date of handing over the possession i.e. November, 1995 to the
date of commercial use of the shopping arcade by APIL i.e. October,
1999 and the arbitrator has pronounced the award on 21.07.2006
holding therein that APIL is not liable to pay the ground rent up to
October 1999 till meaningful possession was given to APIL i.e. till the
shopping arcade was constructed and become operational in October
1999. The amount of ` 3.93 crore deposited by APIL earlier has been
directed to be adjusted towards the future ground rent payment due
w.e.f. from November 1999. Interest @ 7% p.a. for the delayed
payment has also been awarded by the arbitrator w.e.f. November
1999. HUDCO has filed petition u/s. 34 of Arbitration and Conciliation
Act challenging the award before the Hon’ble High Court of Delhi. The
Learned High Court on 10.05.2012 has set aside the arbitration award
dated 21.07.2006 and has further held that APIL was liable to
pay ground rent to HUDCO from date of possession of shopping
arcade i.e. November, 1995.
APIL filed an appeal against the above mentioned order before

Division Bench of High Court, Delhi. Division Bench pronounced the
order on 24.01.2013, allowing APIL appeal and upheld the Arbitrators
award. HUDCO has filed SLP on 10.05.2013 before Supreme Court
challenging the order dated 24.01.2013 of Division Bench, High Court.
After hearing, the SLP has been admitted by the court and now it will
be listed in due course.
(g) A meeting was held under the chairmanship of Secretary, HUPA in

presence of Secretary, UD, on 27.04.2015, wherein it has been
decided that the Andrewsganj Project will continue to be with HUDCO
and they will be responsible for its execution and further progress.
HUDCO as a lessee will bear all the liabilities of its Andrewsganj
Project including liabilities generated out of the compliance of various
court orders in cases related to this Project. As regards sub-letting/ sub
leasing of 9 guest house blocks, HUDCO may take decision as per the
terms and conditions of the Lease Deed and court orders, if any. L&DO
will requisite approvals on request of HUDCO, if required. HUDCO
F - 59
may get the ‘Community City Centre” lease hold property converted
into freehold as per extant policy of conversion from L&DO.
3) (a) The company has procedure for seeking confirmation of outstanding

balances at each quarter end from all the borrowers except cases
under litigation. In case of receipt of balance confirmation from the
agency for any Quarter of the year, the same is treated as confirmed
during the year. Confirmation of balances covering approximately
83.85% (previous year 87.37%) in value of the total project loan
outstanding (excluding Litigation cases) have been received from the
borrowers. However, in those cases where agencies have informed
different balances, the reconciliation is under process.
(b) The provision on loans as per NHB norms has increased by ` 101.28
crore (previous year ` 167.85 crore) during the year which stood at `
1,315.09 crore (previous year ` 1,213.81 crore) as on 31.03.2015. The
total NPA provision made by company is ` 1,705.09 crore as on
31.03.2015 (against ` 1,433.81 crore as on 31.03.2014).
The company has been making additional provision of NPA beyond

NHB norms. The above adhoc provision stood at ` 390 crore on
31.03.2015 (Previous Year ` 220 crore).
4) Interest during Construction Period (IDCP) is financed as a part of the project

cost as stated in the loan agreement and within the approved project cost. As
per HUDCO’s policy/ guidelines, in case the borrower agrees, HUDCO
releases the IDCP due amount and pay to self so that the payment in Loan
Accounts is appropriately accounted for. This facility is available to all the
borrowers. However, in defaulting cases (normally consortium cases) IDCP is
funded/ adjusted with the approval of the Board. Adjustment of IDCP is
generally done with the consent of the borrower. As a normal process,
compliance of pre disbursal conditions are ensured which in case of
consortium and defaulting agency is a time consuming process. In the
process, sometimes the agency comes under NPA. The adjustment of IDCP
is done with the specific approval of Board duly informing the status of the
agency. An amount of ` 151.69 crore (previous year ` 63.43 crore) of NPA
cases in consortium funded agencies has been adjusted as above, with the
approval of Board, during 2014-15.
5) U. P. Rural Housing Board (UPRHB) had availed credit facility from HUDCO,
in the past. In the year 2000, U. P. State was bifurcated into Uttrakhand and
Uttar Pradesh. In view of the bifurcation, the Government of U. P. informed
that certain schemes were implemented in State of Uttrakhand and
accordingly, the amount belonging to the schemes implemented in Uttrakhand
shall now be paid by Uttrakhand only. U. P. Government further represented
that they will be settling the dues outstanding against schemes implemented
in Uttar Pradesh only.
UPRHB, in the year 2005, unilaterally paid ` 40.61 crore towards settlement
of dues against the schemes falling in Uttar Pradesh only. HUDCO did not
F - 60
accept the contention of UPRHB and adjusted above payment as per loan
agreement and showed the balance amount as recoverable. Consequent
upon this, the outstanding amount ran into defaults. In view of the overdues in
the account, the account was classified as non-performing asset in
September 2000. In view of persistent overdues in the account, the account
was classified as non-performing asset with 100% provisioning. The overdues
in the account as on 31st March 2015 were ` 90.28 crore (consisting of
interest of ` 62.22 crore & principal amount of ` 28.06 crore).
During the current financial year 2014 - 15, HUDCO sanctioned a new loan of
` 1500 crore to UPRHB and released a sum of ` 659.54 crore on 31.03.2015
after adjusting the amount as detailed above and interest on fresh loan
amounting to ` 0.18 crore. UPRHB refuted the above book adjustment and
has given a confirmation only for an amount of ` 659.54 crore received by it.
HUDCO approached UPRHB and requested them to give a confirmation for
the disbursement of ` 750 crore. As per agreement, out of the total amount of
` 90.28 crore due, a sum of ` 48.09 crore is due from the State of Uttar
Pradesh and a sum of ` 42.19 crore is due from the State of Uttrakhand.
Further, UPRHB, in the month of September, 2015, requested the company to
accept its One Time Settlement (OTS) proposal at ` 16.63 crore as on 31st
March 2015, related to old outstanding against the schemes implemented in
U. P. only as full & final settlement against their share of default / NPA along
with waiver of one day interest of ` 0.18 crore charged by HUDCO on new
loan. Government of U. P. requested to release the balance amount out of `
90.28 crore, after adjusting the OTS amount of ` 16.63 crore. Government of
U.P. also informed the amount to be recovered from Uttrakhand against the
schemes implemented in Uttrakhand. Government of U. P. also indicated that
HUDCO should approach the Government of Uttrakhand separately and take
up the matter of recovery directly with Government of Uttrakhand. As the
UPRHB portion has been settled in full as per OTS, hence the fresh loan
given to UPRHB has not been considered as NPA and has been considered
as standard as on 31.03.2015.
The Board of Directors of HUDCO acceded to the request of UPRHB and

waived one day interest of ` 0.18 crore charged on new loan during the
financial year 2014 – 15 in the 548th Board meeting held on 20th July, 2015
and also approved the proposal of OTS submitted by UPRHB in its 552nd
Board meeting held on 28.09.2015 with certain conditions such as issue of
NOC in respect of old loan and release of Govt. guarantee in respect of UP
portion. However, these conditions are in the process of compliance. HUDCO,
in line with the AS -4, on “Contingencies and Events occurring after the
balance sheet date’, has given effect of the above in its books of accounts for
the financial year 2014 - 15 resulting in increase in profit by ` 12.31 crores.
Further, release of ` 750 crores, has been reduced by ` 73.65 crores (` 90.28
crore – ` 16.63 crore) as on 31.03.2015, which is payable to UPRHB.
The company has shown a sum of ` 8.34 crore as loan recoverable from
Government of Uttrakhand. The amount is yet to be confirmed by the
Government of Uttrakhand. The necessary loan documents / agreements in
F - 61
respect of this loan amount are yet to be executed. The amount, in view of the
above, has been classified as doubtful asset with 100% provisioning.
6) Status of Documentation subsequent to unbundling of State Electricity Boards

(SEBs) - The company had sanctioned & disbursed loans to the State
Electricity Boards. Some of these erstwhile SEBs (HUDCO’s existing
agencies) were restructured by the respective State Governments and new
entities were formed. Consequently, the liabilities of these erstwhile SEBs
were transferred to new entities.
However, in case of Tamil Nadu Electricity Board (TNEB), during the

unbundling of the said Electricity Board, three agencies were formed namely;
TNEB, TANTRASCO and TANGEDCO. As per the Government order issued
by the Government of Tamil Nadu, TANGEDCO will be responsible for all
repayments to HUDCO till such time all the assets and liabilities are
apportioned between three entities. After the apportionment of assets and
liabilities, transfer agreement will be executed with HUDCO for transferring
the loan liability. The Government of Tamil Nadu had extended the time
period upto 31.10.2014 which as per TANGEDCO’s communication is
expected to be further extended up to 31.10.2015. After final confirmation
from the Government of Tamil Nadu, transfer agreement(s) will be executed
between HUDCO and the three unbundled entities.
7) Status of Documentation subsequent to Reorganisation of Andhra Pradesh

State – Subsequent to the reorganization of erstwhile Andhra Pradesh, it has
been bifurcated into two States namely, Andhra Pradesh and Telangana (New
State) on June 2, 2014. However, the assets and liabilities of the erstwhile
State of Andhra Pradesh are yet to be divided between borrowing agencies of
these two States through a formal Gazette Notification.
8) Loans granted by the company directly to individuals and bulk loans under
HUDCO Niwas Scheme are secured fully/partly by :
(i) Equitable Mortgage of the property and /or
(ii) Undertaking to create security through execution of Tripartite

Agreement between the company, borrower and the Developing
Authority / Developer ;
(iii) Government Guarantee, First charge on the assets of the housing

finance company or First Pari-Passu charge on the outstanding loans,
Escrow mechanism, postdated cheques or ECS, First Pari-Passu
charge on immovable property, Undertakings, Demand promissory
note and Irrevocable Power of Attorney in favour of HUDCO.
In addition to (i) and (ii) above, the assignment of Life Insurance Policies,
pledge of National Saving Certificates, Fixed Deposits, etc. are also obtained.
9) The company has adopted AS-15 (revised 2005) ‘Employees Benefits’.

Defined employee benefit schemes are as follows:
F - 62
(a) The company pays fixed contribution of provident fund at a
predetermined rate to a separate trust, which invests the funds in
permitted securities. The trust is required to pay a minimum notified
rate of interest on contribution to the members of the trust and the
provident fund scheme additionally requires the company to guarantee
the payment of interest at rates notified by the Central Government
from time to time. The fair value of the assets of the provident fund as
at 31.03.2015 is higher than the obligation under the defined
contribution plan. Accordingly, no provision on the basis of actuarial
valuation of provident fund has been made during the year 2014-15.
(b) The company has a defined benefit gratuity plan. Every employee is
entitled to gratuity as per the provisions of the payment of Gratuity Act,
1972. The scheme is managed by a separate trust though LIC Policy
and the premium paid by the Trust is funded by the company.
(c) The summarized position of various defined benefit schemes

recognised in the Statement of Profit & Loss, Balance Sheet and the
funded status are as under:
(` in crore)
Gratuity Leave Encashment Post Retirement
Medical Benefits
EL HPL
2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14
1. Component of Employer
Expenses
a. Current Service Cost 1.43 1.31 2.51 2.30 0.56 0.51 3.38 3.10
b. Interest Cost 3.04 2.45 1.58 1.37 0.38 0.86 8.65 7.11
c. Past Service Cost - - - - - - - -
d. Unrecognized Past service - - - - - - - -
cost
e. Expected return on plan assets (3.69) (3.51) NA NA N.A. N.A. N.A. N.A.
f. Actuarial (Gain) / Loss 2.87 2.52 3.33 2.65 0.47 (7.51) 12.28 (1.16)
g. Recognised in the Statement of 3.65 2.77 7.42 6.32 1.41 (6.14) 24.31 9.04
Profit & Loss.
2. Net Asset / (Liability)
recognised in Balance Sheet as
at 31.3.2015
a. Present value of Obligation as 39.54 34.70 22.41 18.16 5.48 4.45 117.67 96.32
at 31.3.2015
b. Fair Value of plan assets as at 42.43 40.23 NA NA N.A. N.A. N.A. N.A.
31.3.2015
c. Liability / (Assets) recognised (2.89)* (5.53)* 22.41 18.16 5.48 4.45 117.67 96.32
in Balance Sheet
3. Change in present value of
obligation as on 31.3.2015
Present Value of obligation as at 34.70 32.27 18.16 22.26 4.45 10.92 96.32 89.41
31.3.2014
Current service cost 1.43 1.31 2.51 2.30 0.56 0.51 3.38 3.10
Interest Cost 3.04 2.45 1.58 1.37 0.38 0.86 8.65 7.11
Past Service Cost - - - - - - - -
Unrecognized Past service cost - - - - - - - -
Actuarial (Gain) / Loss 2.60 2.45 3.33 2.65 0.47 (7.51) 12.28 (1.16)
F - 63
Benefits Paid (2.23) (3.78) (3.17) (10.42) (0.38) (0.33) (2.96) (2.14)
31.3.2015
4. Change in the Fair Value of
Plan Assets
Present value of plan assets as 40.23 34.51 N.A. N.A. N.A. N.A. N.A. N.A.
on 31.3.2014
Expected return on Plan Assets 3.69 3.51 N.A. N.A. N.A. N.A. N.A. N.A.
Actual company Contribution 1.45 1.25 N.A. N.A. N.A. N.A. N.A. N.A.
Benefits Paid (2.22) (2.34) N.A. N.A. N.A. N.A. N.A. N.A.
Actuarial Gain / (Loss) (0.72) 3.30 N.A. N.A. N.A. N.A. N.A. N.A.
Fair Value of Plan Assets as at 42.43 40.23 N.A. N.A. N.A. N.A. N.A. N.A.
31.3.2015
Actual Return on plan assets 3.42 6.81 N.A. N.A. N.A. N.A. N.A. N.A.
5. Actuarial Assumptions
Discount Rate (p.a.) (%) 7.80 9.10 7.80 9.10 7.80 9.10 7.80 9.10
Expected rate of returns on plan 9.40 9.40 N.A. N.A. N.A. N.A. N.A. N.A.
assets (p.a.) (%)
Salary increase rate (p.a.) (%) 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00
6. Details of the Plan Assets at
cost as on 31.3.2015
Government of India Securities, - -
Corporate Bonds etc.
Gratuity Fund Managed by 100% 100%
Insurer
The estimates of future salary increase on account of inflation, promotions and other relevant
factors have been considered in actuarial valuation.
* The Assets of ` 2.89 crore (previous year ` 5.53 crore) on Gratuity has not been
recognised in the Balance Sheet, since the fair value of plan assets is more than the
present value of defined benefit obligations as on 31.03.2015.
10) Details of Short Term and Long Term Provisions as per AS 29

(` in crores)
S. Particulars Opening Additions Paid/ Closing
No. Balance During the Adjusted Balance
Year during the
year
A Provision for employees
benefit
(i) Leave encashment 22.61 8.83 3.55 27.89
Previous Year 33.18 0.18 10.75 22.61
(ii) Post-retirement medical 96.32 24.31 2.96 117.67
benefit
Previous Year 89.42 9.04 2.14 96.32
(iii) Welfare expenses 0.53 0.66 0.08 1.11
Previous Year 0.56 0.08 0.11 0.53
(iv) Leave travel concession 9.07 2.28 7.41 3.94
Previous Year 11.64 1.74 4.31 9.07
B Others
(i) Provision for Income Tax 292.50 396.90 292.50 396.90
Previous Year 297.00 292.50 297.00 292.50
(ii) Wealth tax 0.25 0.25 0.25 0.25
Previous Year 0.20 0.25 0.20 0.25
(iii) Proposed Final Dividend 100.01 100.01 100.01 100.01
F - 64
Previous Year 150.00 100.01 150.00 100.01
(iv) Dividend Tax 17.00 20.49 17.00 20.49
Previous Year 25.50 17.00 25.50 17.00
C Provisions on Loans
(i) Contingent Provisions for 126.25 11.14 0.00 137.39
Standard Assets as per NHB
norms
Previous Year 122.65 3.60 0.00 126.25
(ii) Provision on Loans other than 1307.56 260.14 0.00 1567.70
Standard
Previous Year 1303.31 4.25 0.00 1307.56
D Corporate Social
Responsibilities (CSR) &
18.30 0.11 8.47 9.94
Sustainable Development
(SD)
Previous Year 0.00 30.80 12.50 18.30
E Provisions on Investment/
Advances/ Debtors/ Staff
Advances/
(i) Provisions on Investment 3.39 0.00 0.00 3.39
Previous Year 3.39 0.00 0.00 3.39
(ii) Provision on staff advances 0.09 0.00 0.00 0.09
Previous Year 0.09 0.00 0.00 0.09
(iii) Provision on Advances 0.27 0.17 0.00 0.44
Previous Year 0.25 0.02 0.00 0.27
(iv) Provision on amount 4.98 0.00 4.98 0.00
receivable from Govt. of India
under Jabalpur Earthquake
Scheme
Previous Year 4.98 0.00 0.00 4.98
11) Hudco has created Welfare Reserve by transferring the unutilised amount of
5% of distributable profit of the Company after payment of PLI/ PRP to its
employees. An amount of ` 66.56 crore as on 31.3.2015 has been
accumulated over the years.
The Welfare guidelines as to the eligibility and welfare activities have been
approved by the Board of Directors. Further, funds have since been
transferred to a separate account and invested. However, the procedure/
system for incurring the expenditure out of the investment proceeds is under
finalisation.
12) National Housing Bank’s credit concentration norms states that a Housing
Finance company’s agency wise exposure should not exceed 15% of its net
owned funds. Further, as per NHB’s latest circular dated 21.03.13, investment
of a Housing Finance company (HFC) in the shares of another HFC shall not
exceed 15% of the Equity Capital of the investee company.
NHB has given certain relaxations from credit concentration norms

considering the role envisaged for HUDCO as given below:
F - 65
(i) NHB vide its letter No. NHB/ ND/ HFC/ DRS/ 3792/ 2011 dated
05.04.2011 has given relaxation which is reproduced as under:
“The Bank, after taking into consideration the role envisaged for
HUDCO by the Ministry of Urban Development, in terms of the MOU
signed between HUDCO and the Ministry, decided to grant permission
to HUDCO for lending upto 50% of its Net Owned Fund (NOF) to the
Government Agencies (under individual borrower exposure) only for
housing and housing related infrastructure and upto 100% of its NOF to
the individual State Governments (under group exposure). However,
the above permission will not be applicable in respect of HUDCO’s
lending to builders, private parties and cooperatives, in respect of
whom, the extant provisions of the Directions will continue to apply.”
Towards effective implementation of the above relaxation and for

appropriate reporting, the Board of Directors of HUDCO in its meeting
No.498 held on 19.03.2012 approved the categorization of projects as
housing and housing related infrastructure and others.
(ii) NHB vide its letter No. NHB/ ND/ SUP/ 6682/ 2014 dated 16.05.2014
has given relaxation which is reproduced as under:
HUDCO by the Ministry of Housing & Urban Poverty Allievation, in
terms of the MOU signed between HUDCO and the Ministry, has
decided to grant permission to HUDCO for housing and housing
related activities for Government/ Public agencies permitted upto 75%
of its Net Owned Funds for group exposure in respect of four states
namely Andhra Pradesh, Rajasthan, Karnataka and Tamil Nadu.
It has also been decided to grant permission to HUDCO for other than
housing and housing related activities for Government/ Public agencies
permitted upto 20% of its Net Owned Funds for individual exposure.”
The company is complying with National Housing Bank’s credit concentration

norms. However, in one case investment in another HFC viz., Indbank
Housing Ltd. is 25 % as against the prescribed limit of 15% as per NHB’s
circular dated 21.03.13, which states that investment of a Housing Finance
company (HFC) in the shares of another HFC shall not exceed 15% of the
Equity Capital of the investee company.
HUDCO had invested ` 2.50 crore, more than 20 years back, in the Equity
Shares of the Indbank Housing Ltd., whose total paid-up capital is ` 10 crore
resulting in investment to the extent of 25% of the equity. Further, in principle
approval for merger of Indbank Housing Ltd. in Indian Bank has been
accorded by HUDCO’s Board in its 495th meeting held on 20.01.2012. The
matter is yet to be finally concluded alongwith swap ratio of shares. Once the
merger is effected, the investment will be as per NHB Norms.
F - 66
13) Valuation of investment
a. The company had invested in 25 lac equity shares, amounting to ` 2.50
crore, of the Indbank Housing Ltd. around 20 years back as strategic
investor. As the said investment is strategic in nature, hence, there are no
plans of disposing off the stake in near future. Considering the fact that
Indbank Housing Ltd. has highly negative Net Worth even though market
price of the share as on 31.03.2015 is ` 6.05 per share (previous year
`5.99 per share), Hudco continues to reflect the strategic investment of
`2.50 crore in Indbank Housing Ltd. at diminished value of ` 1 only (since
the FY 2006-07) as on 31.03.15. Moreover, merger of Indbank Housing
Ltd. in Indian Bank is also under process and the swap ratio and other
modalities are yet to be worked out.
b. The company had invested in 1 lac equity shares, amounting to ` 0.10
crore, in the Sri K.P.R. Industries Ltd. (formerly, Bhagyanagar Wood Plast
Ltd.) around 20 years back. Considering the fact that Sri K.P.R. Industries
Ltd. had highly negative Net Worth during its past years, HUDCO had
made a provision of ` 0.03 crore accordingly in previous years. The
company has not revised the provision (written back) on account of its low
volume of transactions in the Stock exchange, even though market price of
the share as on 31.03.2015 is ` 16.75 per share (previous year `18.55 per
share).
14) During the year, the company has changed its Accounting Policy as
under:
a) The accounting policy of recognizing of income from application fees,
front-end-fees, administrative fees and processing fees on loans has
been changed from cash basis to accrual basis. The financial impact
of the same is unascertainable.
b) Effective from 1st April 2014, the company has charged depreciation based
on the remaining useful life of the assets as per the requirement of
Schedule II of Companies Act 2013. Consequent to this, depreciation
expenses for the period ended 31.03.2015 is higher by ` 1.03 crore. In
case of assets whose useful life has expired, the carrying value (net of
residual value), as at 1st April 2014 amounting to ` 0.43 crore (net of tax
` 0.23 crore) has been adjusted to the General Reserve as on 01.04.2014
in complying with the transitional provisions specified in Schedule II.
c) HUDCO’s Employees’ Pension Scheme effective from 01.01.2007 has
been introduced during the financial year 2014-15 after receipt of approval
from the Ministry and the accounting policy related to Employees
Benefits has been modified to that extent. Keeping this in view, a provision
of ` 28.36 crores relating to employer’s share has been made.
Accordingly, the profit for the year is lower by ` 28.36 crore due to the said
change in accounting policy.
15) Details of Registration Number obtained from financial sector regulators:
F - 67
S. No. Particulars Registration Number
a. Ministry of Corporate Affairs CIN : U74899DL1970GOI005276
b. National Housing Bank 01.0016.01
16) (a) Income Tax as applicable in respect of Interest accrued on bonds /

debentures which are not listed on recognized Stock Exchange, is deducted
at source at the time of actual payment of interest to the bondholders /
debenture holders since bonds / debentures are transferable by endorsement
& delivery.
(b) In respect of Bonds/ Deposits/ Debentures, the company is presently

transferring unclaimed principal and/or interest, or both (if any), which are
paid on due dates as per the terms of the Bonds/ Debentures/ Public
Deposit Scheme, after 7 years from the maturity date of the Bonds/
Deposits/ Debentures to IEPF. The unclaimed amount lying in current
liability includes interest of ` 0.26 crores as on 31/03/2015, which have
lapsed 7 years from the respective due dates of interest payment and not
transferred to IEPF, since 7 years from the maturity date of the Bonds/
Deposits/ Debentures has not been completed yet.
17) The company has not received information from vendors / suppliers regarding
their status under the “Micro, Small and Medium Enterprises Development
Act, 2006” and hence disclosure relating to amount unpaid at the year end
together with interest paid or payable under this Act has not been given.
18) There are no separate business / geographical reportable segments as per

the Accounting Standard AS-17 “Segment Reporting” since the main business
of the company is to provide finance for Housing / Infrastructure projects and
all other activities of the company revolve around the main business.
19) Provision of Impairment loss as required under Accounting Standard AS-28

“Impairment of Assets” is complied with. In the opinion of management, there
is no impairment of assets during the year.
20) The company makes full provision on doubtful debtors / receivables and
advances which are outstanding for more than three years.
21) The company has proposed final dividend of ` 100.01 crore at the rate of
` 49.96 per share of ` 1,000 each, which is payable to Government of India,
subject to approval of same by shareholders in the ensuing annual general
meeting.
22) The company’s significant leasing arrangements are in respect of operating

leases for office premises. These leasing arrangements which are not non-
cancelable range between 1 and 30 years generally or longer and are usually
renewable by mutual consent on mutually agreeable terms. The aggregate
lease rentals payable are charged as office rent under Note No. 24 of the
Statement of Profit & Loss. Further, there is no financial lease as company’s
F - 68
leasing arrangement does not transfer substantially all other risks & rewards
incidental to the ownership of an asset.
23) Details of Expenditure / Earnings in foreign currency :

(` in crore)
Particulars 2014-2015 2013-2014
Expenditure
a) Traveling & Entertainment 0.16 0.21

b) Others 0.00 0.01
c) Interest on foreign loan 5.77 6.89
Total Expenditure 5.93 7.11
Earnings
a) Interest on overseas deposit 1.40 1.73
24) Earnings Per Share:
Particulars Year ended Year ended

31.3.2015 31.3.2014
Net Profit for the year attributable to equity shareholders (` in crore) (a) 777.63 726.34
Weighted Average number of Equity Shares (b) 2,00,19,000 2,00,19,000
Basic / Diluted Earning Per Share of ` 1000/- each (`) (a / b) 388.45 362.83
25) Disclosure regarding provisions made for loans and depreciation in

investments as per National Housing Bank Guidelines on prudential norms
applicable to Housing Finance Companies.
(1) HOUSING FINANCE BUSINESS:

Loans : ` in crore)
(`
Assets Classification Principal outstanding * Provision As per Norms * Additional provision
As at 31st As at 31st As at 31st As at 31st 2014-2015 2013-2014
March 2015 March 2014 March 2015 March 2014
Standard (considered
9,302.59 7,460.15 45.24 37.39
good) - Secured
Sub-standard Assets –
23.86 57.74 3.58 8.66
Secured
Doubtful Assets
Secured 297.38 315.18 262.29 293.29
Unsecured 11.51 11.26 11.51 11.26 20.00 40.00
Total Doubtful Assets 308.89 326.44 273.80 304.55
Loss Assets
Secured 1.68 1.73 1.68 1.73
Unsecured 24.12 28.80 24.12 28.80
Total Loss Assets 25.80 30.53 25.80 30.53
Total 9,661.14 7,874.86 348.42 381.13 20.00 40.00
F - 69
(2) NON HOUSING FINANCE BUSINESS:
Loans :
` in crore)
(`
Assets Classification Principal outstanding Provision As per Norms Additional provision
Standard (considered
21,092.68 19,851.48 92.15 88.86
good) - Secured
Sub-standard Assets –
181.47 622.89 27.22 93.43
Secured
Doubtful Assets
Secured 1,430.68 980.23 748.41 638.03 370.00 180.00
Unsecured 95.12 8.59 95.12 8.59
Total Doubtful Assets 1,525.80 988.82 843.53 646.62
Loss Assets - Unsecured 3.77 3.77 3.77 3.77
Total 22,803.72 21,466.96 966.67 832.68 370.00 180.00
Grand Total (1) + (2) 32,464.86 29,341.82 1,315.09 1,213.81 390.00 220.00
(3) Investments: ` in crore)

(`
Particulars Principal outstanding Provision As per Norms
As at 31st As at 31st As at 31st March 2015 As at 31st March 2014
March 2015 March 2014
Equity Shares 36.67 34.87 3.00 3.00
Equity Shares - Joint
2.40 2.40 0.39 0.39
Venture
Infrastructure Debt Fund 50.00 50.00 - -
Bonds 670.00 670.00 - -
Total 759.07 757.27 3.39 3.39
* The principal outstanding and cumulative provision is excluding KFW Loans
26) As per DPE letter dated 21.01.2013, the Chairman and Managing Director
and Whole time Directors are entitled to use staff car for private use upto
1,000 km. per month against payment of ` 2,000/- per month.
27) Related parties Disclosure :
(a) Joint Ventures
(1) Shristi Urban Infrastructure Development Ltd.

(2) Pragati Social Infrastructure & Development Ltd.
(3) MCM Infrastructure Pvt. Ltd.
(4) Signa Infrastructure India Ltd.
F - 70
(b) Key Management Personnel during the year 2014-2015 :
Sl. Director(s) Status

No.
1. Dr. M. Ravi Kanth Chairman & Managing Director
(Whole time Director)
(from 11.4.2014)
2. Shri V P Baligar Ex-Chairman & Managing Director
(from 11.4.2011 to 10.04.2014)
3. Shri N. L. Manjoka Director Corporate Planning
(from 11.04.2013 )
4. Shri Anil Kumar Kaushik Director Finance
(from 30.05.2013 )
5. Shri Harish Kumar Sharma Company Secretary
(from 06.11.2013 )
(c) Transactions with Joint Ventures:
(i) Investment in Joint Venture

(` in crore)
Proportion of ownership 40% 26%
Shristi Urban Pragati Social MCM Signa

Nature of Transactions Infrastructure Infrastructure & Infrastructure Infrastructure Total
Development Ltd. Development Ltd. Pvt. Ltd. India Ltd.
Investments
0.013
Balance as at 31.3.2014 2.00 0.13 0.26 2.403
Additions during the year - - - - -

Balance as at
2.00 0.13 0.26 0.013 2.403
31.3.2015
(d) Transactions with Key Management Personnel:
i) Shri N. L. Manjoka, DCP has taken a vehicle loan of ` 0.03 crore

(interest bearing) from the company in January 2014, in the
ordinary course of business. The service of providing such loans
is extended by the company to all of its employees. The balance
outstanding as on 31.03.2015 is ` 0.03 crore including interest
accrued ` 0.01 crore (maximum outstanding is ` 0.04 crore during
the year 2014-15).
ii) Shri Anil Kumar Kaushik, DF has taken a House Building

Advance of ` 0.10 crore (interest bearing) from the company in
October, 2014, in the ordinary course of business. The service of
F - 71
providing such loans is extended by the company to all of its
employees. The balance outstanding as on 31.03.2015 is ` 0.05
crore including interest accrued ` 0.002 crore (maximum
outstanding is ` 0.10 crore during the year 2014-15).
(e) Managerial Remuneration :
` in crore)
(`
Dr. M. Ravi Shri V P Baligar, Shri N. L. Shri Anil Kumar Shri Harish Kumar
Particulars Sharma, CS
Kanth, CMD Ex-CMD Manjoka, DCP Kaushik, DF
2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14
Salaries 0.20 - 0.01 0.18 0.21 0.18 0.22 0.16 0.11 0.05
Contribution to PF 0.02 - - - 0.02 0.02 0.02 0.02 0.01 0.01

Perquisites and
0.09 - 0.01 0.05 0.27 0.06 0.28 0.08 0.02 -
other allowances
Total 0.31 - 0.02 0.23 0.50 0.26 0.52 0.26 0.14 0.06
28) Information in relation to the interest of the company in Joint Ventures

as required under AS – 27.
a) Details of Joint Ventures
Name of the company Contribution Country of Proportion Description of

towards Residence of Interest
equity ownership
(` in crore)
Shristi Urban 2.000 India 40% Jointly
Infrastructure controlled
Development Ltd. entity
Pragati Social 0.130 India 26% Jointly
Infrastructure & controlled
MCM Infrastructure Pvt. 0.260 India 26% Jointly

Ltd. controlled
entity
Signa Infrastructure India 0.013 India 26% Jointly
Ltd. controlled
entity
Total 2.403
F - 72
b) Proportionate Assets & Liabilities:
(` in lakhs)
Shristi Urban Pragati Social MCM Signa
Infrastructure Infrastructure & Infrastructure Infrastructure India
Development Ltd. Development Ltd. * Pvt. Ltd. Ltd.
Un audited Audited as Un audited Un audited Audited Un audited
Audited as Audited as
Year ending as at at as at
at 31.3.2014
as at as at as at
at 31.3.2014
31.3.2015 31.3.2014 31.3.2015 31.3.2015 31.3.2014 31.3.2015
Not Not
Fixed Assets 0.18 0.48 available available - - 0.03 0.04
Not Not
Investments 120.00 120.00 available available - - - -
Deferred Tax Not Not

0.45 0.37 available available - - - -
Assets
Current Assets,
Not Not
Loans and 240.50 200.14 available available 14.23 13.11 14.80 13.15
Advances
Statement of
Not Not
Profit & Loss - - available available - - - -
(Debit Balance)
Share of Total Not Not
369.82 329.84 available available 14.23 13.11 14.83 13.19
Assets
Reserves & Not Not
13.23 13.13 available available -12.29 -13.14 9.04 9.08
Surplus
Current
155.28 115.38 Not Not
Liabilities and available available 0.51 0.25 4.42 2.80
Provisions
Not Not
Loans Funds 1.31 1.33 available available - - 0.05 -
Deferred Tax Not Not

- - available available - - 0.01 0.01
Liabilities
Share of Total
Liabilities
Not Not
(excluding 156.59 116.71 available available 0.51 0.25 4.48 2.81
Reserves &
Surplus)
Operations Not Not
0.86 73.97 available available - - - 2.71
Income
Not Not
Other Income 50.51 0.10 available available 1.17 1.11 - 0.07
Not Not
Total Income 51.36 74.07 available available 1.17 1.11 - 2.78
Share of Not Not

51.14 74.00 available available 0.31 0.31 0.04 2.57
Expenses
HUDCO’s share in Not
Not Not Not Not Not Not Not
contingent liability available available available available available
availabl
available available
of JV Co. e
Contingent liability
for jointly
Not Not Not Not Not Not Not Not
controlled available available available available available available available available
company incurred
by HUDCO
Capital Not Not Not Not Not Not Not Not
Commitment available available available available available available available available
* Case filed before company Law Board, Kolkata Law Bench on 28.2.2013 against M/s.
Pragati Social Infrastructure & Development Ltd. under section 397 and 398
F - 73
(Prevention of Oppression and Mismanagement) of Companies Act, 1956, therefore the
company has not provided unaudited / audited accounts for the year 2013-2014 &
2014-2015 and also not available at MCA site.
29) (a) The company has formulated a CSR and Sustainability policy in line
with the new guidelines issued by Department of Public Enterprise
(DPE) vide its Office Memorandum No. F.No.15(7)/2012-DPE(GM)-
GL-104 dated 12/04/2013 with the approval of HUDCO’s Board.
As per Companies Act’ 2013, HUDCO’s Board also approved

allocation for CSR and Sustainability budget for the FY 2014-15,
equivalent to 2% of the average profit (Profit before Tax) of
immediately preceding three financial years amounting to ` 20.64
crore.
(` in crore)
S. No. Particulars Amount
1. Gross Amount of CSR required to be 20.64
spent during the financial year 2014-15
2. Amount spent during the year on: In cash Yet to be
paid in cash
i) Construction/ Acquisition of any -- --
asset
ii) On purpose other than (i) above 3.23 --
As per the new guidelines issued by ICAI, no provision has been made
in the financial statements for any shortfall in the amount that was
expected to be spent on CSR. Further, an amount of ` 18.30 crores
remained unutilised upto 31.03.2014, out of which ` 8.36 crores (net)
has been spent during the financial year 2014-15 and the balance
amount of ` 9.94 crores is shown under the head Provision for CSR in
Note 11.
As per HUDCO’s approved CSR Policy, 1st installment of CSR

assistance is released on completion of documentation and the
subsequent installments are released on receipt of utilization certificate
and after achieving physical/ financial progress in the proposal. There
has been a couple of cases where even after sanction of CSR and
Sustainability Fund by HUDCO, documentation formalities were not
completed by the agencies and therefore the 1st installment could not
be released, as envisaged. In some of the cases, the agencies
concerned could not achieve required physical/ financial progress and
the utilisation certificate for the CSR assistance released was not
submitted by agencies. These factors result in delay/ time gap in
incurring CSR expenditure.
(b) The company has formulated a Research & Development (R&D) policy
in line with the guidelines issued by the Department of Public
Enterprises vide Office Memorandum No. 3(9)/2010-DPE (MoU) dated
20.9.2011.
F - 74
As per the R&D guidelines of DPE, a minimum of 0.5% of PAT of the
previous year has to be allocated for R&D projects / activities,
accordingly, an amount of ` 3.63 crore for the FY 2014-15 has been
earmarked. During the financial year 2014-15, an amount of ` 2.15
crores has been spent on R&D activities and balance amount of ` 1.48
crores has been kept as non-lapsable budget. Accordingly, no
provision of ` 1.48 crore in the financial statements for the shortfall has
been considered in line with the new CSR Policy.
30) Additional Disclosure requirement as per NHB Directions
(a) Capital to Risk Assets Ratio (CRAR)
Particulars 31.3.2015 31.3.2014

i) CRAR (%) 50.46 27.85
ii) CRAR - Tier I capital (%) 50.46 27.85
iii) CRAR - Tier II Capital (%) - -
(b) Exposure to Real Estate Sector

(` in crore)
Category 2014-2015 2013-2014
a) Direct exposure
Residential Mortgages –
Lending fully secured by mortgages on
residential property that is or will be occupied by
31.93 32.42
the borrower or that is rented; (Individual
(i) housing loans more than `15 lakh)
Lending fully secured by mortgages on
134.20 156.88
housing loans up to ` 15 lakh)
Total 166.13 189.30
Commercial Real Estate –
Lending secured by mortgages on commercial

real estates (office buildings, retail space,
multipurpose commercial premises, multi-family
(ii)
residential buildings, multi-tenanted commercial
1363.37 1825.38
premises, industrial or warehouse space, hotels,
land acquisition, development and construction,
etc.). Exposure would also include non-fund
based (NFB) limits;
Investments in Mortgage Backed Securities
- -
(MBS) and other securitised exposures –
(iii)
(a) Residential - -
(b) Commercial Real Estate - -
F - 75
b) Indirect Exposure
Fund based and non-fund based exposures on
National Housing Bank (NHB) and Housing Finance 212.11 277.10
Companies (HFCs)
(c) Asset Liability Management
Maturity pattern of certain items of assets and liabilities as on 31.3.2015:

(` in crore)
1day to Over Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Over 7 Over 10 Total
30-31 one months months months to year to 3 years to years to years to years
days month to 3 to 6 1 year years 5 years 7 years 10 years
(one to 2 months months
month) months
Liabilities
Borrowings 2698.39 117.11 4.17 - 4.30 18.60 21.03 23.78 6.42 - 2893.80
from banks
Market 34.71 60.01 90.06 319.78 1820.44 3223.90 1703.86 2921.75 3005.01 7394.46 20573.98
Borrowings
Assets
Advances 93.03 718.97 166.38 938.48 1957.42 7692.83 6704.87 5382.35 4813.97 2428.14 30896.44
Investments 400.00 - - - - - - 270.00 - 85.68 755.68
31) (a) Figures of the previous year have been regrouped/ rearranged/
recasted wherever considered necessary to make them comparable
with figures for current year.
(b) Figures in rupees have been rounded off to crore without decimals
except where specifically indicated.
F - 76
guarantees issued by company :
` in crore)
(`
2013-2014 2012-2013
debts
Counter claims of the company 0.63 0.63
against which company has gone in appeal.
The company has paid a cumulative amount
iv. Disputed Service tax demands against which 5.05 5.77
company has gone in appeal. The company
under protest
` in crore)
(`
2013-2014 2012-2013

ii. Estimated amount of other commitments on - 0.62
account of maintenance of HUDCO Flats
F - 77
(c) Counter guarantees issued by the company:
S. Lender in Guarantee Name of the Amount Validity Amount

No. whose documentation counterparty of the Date of the
favour the guarantee guarantee
guarantee (as on (as on
is extended 31.03.14) 31.03.13)
` in
(` `
(` in
crore) crore)
1. HDFC Bank Deed of counter National Stock 43.85 23.04.14 43.85
guarantee dated Exchange of Further
January 22, 2013 India Ltd.* extended
upto
23.07.14
2. Bank of Deed of counter Hindustan 0.06 21.04.15 0.06
Baroda guarantee dated Aeronautics
November 2, 2012 Limited**
3. Axis Bank Deed of counter National 47.00 06.04.14 47.00
guarantee dated Stock
January 1, 2013 Exchange of
India Ltd. ***
4. Indusind Deed of counter National 50.00 18.03.16 50.00
Bank guarantee dated Housing Bank
March 15, 2013 ****
5. Bank of Deed of counter National 137.50 18.03.16 137.50
Baroda guarantee dated Housing Bank.
March 19, 2013 *****
6. Vijaya Bank Deed of counter National 125.00 07.04.16 -
guarantee dated Housing Bank.
April 5, 2013 ******
7. Indusind Deed of counter BSE 45.10 12.08.14 -
Bank guarantee dated Ltd.*******
September 13, 2013
8. Axis Bank Deed of Counter National 125.00 12.12.16 -
guarantee dated Housing Bank.
December 12, 2013 ********
Total 573.51 278.41
*
This counter guarantee was extended against bank guarantee issued in favour of NSE
towards 1% security deposit in respect of tax-free bonds issued during FY 2011-12.
** This counter guarantee was extended against bank guarantee issued in favour of
Hindustan Aeronautics Limited as performance guarantee for design and consultancy
services/ contracts for construction of type A, B, C, D quarters and allied services.
*** This counter guarantee was extended against bank guarantee issued in favour of NSE
towards 1% security deposit in respect of tax-free bonds issued during FY 2012-13
**** This counter guarantee was extended against bank guarantee issued in favour of
National Housing Bank towards collateral security in respect of refinance facility of ` 250
crore availed under Rural Housing fund.
F - 78
***** This counter guarantee was extended against bank guarantee issued in favour of
crore (including refinance assistance of ` 250 crore obtained from National Housing Bank
against which Bank guarantee has been obtained from Indusind Bank) availed under Rural
Housing fund.
****** This counter guarantee was extended against bank guarantee issued in favour of
******* This counter guarantee was extended against bank guarantee issued in favour of
BSE Ltd. towards 1% security deposit in respect of tax-free bonds issued during FY 2013-14
******** This counter guarantee was extended against bank guarantee issued in favour of
cancellation of allotment etc., because in this case, HUDCO is only
working as an agent. As such, liability (if any) whenever ascertained /
finalised shall be passed on to Govt. of India and met out of AGP
project account, being maintained separately.
(b) The company has undertaken Andrews Ganj Project (AGP) on behalf
Ministry of Urban Development, MoUD) in the year 1989-90. Vide
minutes dated 7.9.1995, MoUA&E has agreed to pay interest @ 17%
p.a. on the expenditure incurred on the Andrews Ganj Project along
with 1.5% administrative charges. As per Perpetual Lease Deed dated
4.7.1997, the company is liable to make available Net Resources from
the development and disposal of properties of the project to the above
Ministry and accordingly the company was crediting interest on Net
Resources generated on the project upto 3.11.2004 and thereafter a
separate No Lien account has been opened under the name of
HUDCO AGP Account into which the surplus lying to their credit had
been deposited and interest accrued / earned on No Lien Account is
being credited to that account. Further, company’s contention that it is
working as an agent and as such total ownership rights and
responsibilities are of Government of India and there is no financial
liability of the company has been upheld by the opinion of Shri GE
Vahanvati as Solicitor General of India dated 12th April, 2005 and as
Attorney General of India vide his opinion dated 19th August, 2009
wherein he has opined as under:-

F - 79
and Law Minister of Government of India. Keeping this in view,
behalf and accounting them through above HUDCO AGP Account. As
on 31.3.2014, this account has a debit balance of ` 271.27 crore,
which represents amounts paid by HUDCO on behalf of government
for the capital and revenue expenditures on above project over and
above the recoveries to this account including the cumulative interest
on excess of expenditure over recoveries of ` 58.12 crore upto
31.3.2014 at the rate of 10.75% per annum charged in accordance
with HUDCO’s Board decision in 459th meeting held on 24.8.2009 on
the aforesaid excess payment made by HUDCO, which is recoverable
from the above Ministry. The Ministry has been informed in specific of
the above facts and figures on various occasions through
correspondence as also in the meetings. However, no specific
denial/confirmation from the Ministry has yet been received. The
company, in its aforesaid capacity of agent to the Government of India,
is in possession of real estate properties (9 guest houses blocks and
hotel site) which command much higher realizable market value
raising its demands from time to time to MoUD. The detail of ` 271.27
crore is given hereunder:
S. Particulars of Items of Andrews Ganj Balance as on Amount appearing in which

No. Project 31.03.2014 Note of the Balance Sheet
` in lac)
(`
g Amount Recoverable from MoUD 20,060.21 Note No.17 - D (iv)(b)
(Current Assets) GL 784105
h Closing balance WIP (Current Assets) 1,933.72 Note No.17- F (i)
GL 741101
i Amount Due Recoverable from 1,420.74 Included in the amount shown
Contractor (Current Assets) GL 782101 against Note No.17 - D(iv)(a)
j Recovery Other (Current Assets) 782191 3,746.61 Included in the amount shown
against Note No.17 - D(iv)(g)
Total (a to d) A 27,161.28
k Amount payable to contractor (current 30.59 Included in amount showing
Liabilities) GL 811101 against Note -10(D)
l TDS payable (current Liabilities) GL 0.76 Included in amount showing
819270 against Note -10(D)
m VAT/WCT payable (current Liabilities) 0.01 Included in amount showing
GL 819272 against Note -10(N)
n Maintenance Fund (current Liabilities) 2.50 Included in amount showing
GL 811115 against Note -10(N)
o Cess Payable (current Liabilities) GL 0.04 Included in amount showing
819277 against Note -10(N)
p Total (e to j) B 33.90
Surplus/ (Deficit) available as on (27,127.38)
31.03.2014 DEFICIT (A – B)
F - 80
In line with the provisions of perpetual lease deed executed between
HUDCO and MoUD, HUDCO is regularly requesting MoUD to takeover
the Andrews Ganj Project alongwith assets & liabilities after making
payment to HUDCO of the amount spent/ being spent by HUDCO on
meeting the liabilities of Andrews Ganj Project with interest and
overhead charges. In view of persistent request of HUDCO, several
meetings (recent meetings on 01.01.2014, 19.03.2014) were held
under the chairmanship of Secretary, UD wherein the possibilities were
explored by MoUD to take over the project from HUDCO and handing
over the same to NBCC for further implementation & payments of the
due amount to HUDCO which has been spent by HUDCO on
implementing the project as agent of MOUD. Action on the same is still
awaited.
(f) An amount of ` 17.98 crore (50% of the total property tax claimed by
recoverable from MCD. Out of the above, an amount of ` 11.46 crore
against interest. As per opinion of Solicitor General of India no property
tax is payable by HUDCO on the land owned by Government of India.
Company filed contempt petition against MCD for recovery of balance
amount from MCD after taking opinion of Additional Solicitor General of
India.
The matter was last listed on 31.03.2014. Both the parties argued the
matter. After hearing, the Hon’ble Supreme Court disposed off the
contempt petition, granting liberty to HUDCO to pursue their remedy if
the same is available under Law. The court has further stated that in
view of the pendency of the Supreme Court proceedings till the date of
Order, while considering limitation, the same may be taken note of.
Further action will be taken as per legal opinion of the advocate.
Accordingly, company has filed execution petition in Hon’ble Delhi High
Court on 31.05.2014 against South Delhi Municipal Corporation
(SDMC) earlier Municipal Corporation of Delhi (MCD) for recovery of
balance amount as per opinion of dealing advocate and as approved
by CMD, being the competent authority.
Further, SDMC, vide notice dated 24.12.2012 and 2.1.2013, has also
raised the demand of service charges for the period from 2.7.1990 till
4.7.1997 and also property tax for the period from 4.7.1997 till
2.1.2013 from HUDCO amounting to ` 84.28 crore including interest
for the delayed payment @12% p.a. as per the provisions of Delhi
Municipal Corporation Act, for the properties in possession by HUDCO
on behalf of MoUD. The notice further stated that in case dues are not
cleared then SMDC may proceed to attach the bank accounts of
F - 81
HUDCO. As opined by the advocate dealing in the above contempt
petition in Supreme Court, HUDCO has filed writ petition against
SDMC and Union of India challenging the demand of property tax and
service charges amounting to ` 84.28 crore raised by SDMC and
claimed from HUDCO on Andrews Ganj property on the ground that
HUDCO is the agent of Union of India (as inferred from lease deed
dated 4.7.1997).
The matter was listed on 28.1.2013 and 31.1.2013 in Delhi High Court.
After hearing both parties, the Hon’ble High Court stayed the operation
of the impugned demand of SDMC and directed HUDCO to deposit ` 7
crore with SDMC, without prejudice to the rights and contentions of
both the parties within four weeks of the order dated 31.1.2013. The
amount of ` 7 crore has since been deposited on 26.2.2013 with
SDMC. Now the matter is listed on 10.10.2014 before High Court for
filing of counter affidavit by Union of India and rejoinder thereafter, if
any, by the petitioner. SDMC has filed its reply.
(g) The company had allotted a hotel site including car parking space to
installments by MSSEL, the company cancelled the allotment of hotel
site including car parking space and forfeited the first installment paid
by MSSEL in terms of the allotment letter. The hotel site, including car
parking space, was subsequently re-allotted to M/s. Leela Hotel Ltd.
(LHL) now known as Hotel Leela Venture Ltd. However, MSSEL
started litigation regarding hotel site, which is still continuing at the
appellate stage in the court of Additional District Judge, Saket, New
Delhi. Now, on the initiatives of MSSEL and MoUD, the matter has
been referred to Delhi Mediation and Conciliation Centre, Delhi High
Court for settlement. If mediation does not succeed, the case will be
referred back to the Court of Additional District Judge, Saket, New
Delhi.
Further, the allotment in favour of LHL was also cancelled due to non-
payment of 3rd and final installment by LHL on 12.7.1999. As per terms
of allotment, 50 percent of the amount deposited by LHL was forfeited
and balance amount of ` 67.53 crore was refunded to LHL after
adjusting the overdue ground rent and property tax dues. Against this
cancellation, LHL sought arbitration, wherein the Learned Arbitrator
has passed an award directing the company to refund the amount
forfeited along with interest to LHL. Appeals and execution appeals
went to the Hon’ble Supreme Court level and finally litigation has
ended in favour of Leela Hotel Limited. In accordance with the Hon’ble
Delhi High Court order, HUDCO paid the balance amount of ` 13.79
crore as full & final payment to LHL on 06.06.2013.
(h) The allotment of 9 blocks of guest houses and restaurants, kitchens

F - 82
case is pending with Hon’ble High Court of Delhi.
The matter was listed on 2.7.2012. The counsel for MSSEL submitted
in Court that in the year 2011, MSSEL had submitted a proposal to
Union of India / Ministry for an out of court settlement, which is stated
to be under consideration. The High Court vide order dated 8.11.2012,
without prejudice to respective rights and contentions of the parties in
dispute, has referred the case to Delhi Mediation and Conciliation
Centre on the initiative of MS Shoes and consent of Ministry of Urban
Development (MoUD) during course of hearing, Deputy L&DO
attended the Court proceedings in person on 8.11.2012. If mediation
does not succeed the case will be referred back to the High Court. The
matter is listed on 07/07/2014 before mediator and before the court on
17/07/2014 for further direction.
MoUD vide its letter dated 14th May 2013 has requested HUDCO to
with MS Shoes. Accordingly, HUDCO, vide letter dated 23rd May 2013,
meeting the liability of Andrewsganj Project. Further, MoUD vide
another letter dated 25th May 2013, has requested HUDCO for its NOC
for out of court settlement by MoUD with MS Shoes. In reply of the
HUDCO issued NOC subject to the conditions that the amount spent /
being spent by HUDCO towards the liability of Andrews Ganj Project
shall be reimbursed to HUDCO and the same may be mentioned in the
settlement agreement between MoUD and MS Shoes. HUDCO also
stated that the payment, if any, by MSSEL be routed through HUDCO.
(g) The arbitrator has passed an award in respect of various claims by

M/s. Ansal Properties and Industries Ltd. (APIL) with respect to issues
related to external electrification, provision of scrubber, refund of
interest etc. allotment of site in Shopping Arcade to APIL on 28.7.2005
in favour of APIL directing HUDCO to pay ` 8.84 crore and further
interest @18% p.a. from 1.8.2005 till payment. Arbitrator has allowed
the counter claim of HUDCO and directed APIL to pay approximately
` 0.85 crore of maintenance charges as billed by M/s. Habitat Services
Centre (HSC) w.e.f. 1.1.2001 upto 31.7.2005 within 3 months from the
date of award failing which, APIL shall have to pay interest thereon
@18% p.a. HUDCO has challenged the award before the Hon’ble High
Court of Delhi and, as per the directions of the Court, has deposited a
sum of ` 7.99 crore in the Court, out of HUDCO AGP Account to save
future interest liability which has since been released to APIL by the
court against the security of Bank Guarantee. After expiry of Bank
Guarantee, APIL requested Court to accept the security of immovable
F - 83
properties, which was allowed by the Court. Accordingly, APIL
submitted documents of immovable properties in the Court. However,
documents submitted by APIL are not acceptable to company. The
company moved an application in Court for restoring security of Bank
Guarantee as earlier provided by APIL. Now, the case is listed on
07.07.2014 before Registrar General, High Court for hearing.
APIL has invoked arbitration for refund of ground rent paid by it from
date of commercial use of the shopping arcade by APIL i.e. October,
1999 and the arbitrator has pronounced the award on 21.7.2006
holding therein that APIL is not liable to pay the ground rent up to
October 1999 till meaningful possession was given to APIL i.e. till the
shopping arcade was constructed and become operational in October
1999. The amount of ` 3.93 crore deposited by APIL earlier has been
directed to be adjusted towards the future ground rent payment due
w.e.f. from November 1999. Interest @ 7% p.a. for the delayed
payment has also been awarded by the arbitrator w.e.f. November
1999. HUDCO has filed petition u/s. 34 of Arbitration and Conciliation
Act challenging the award before the Hon’ble High Court of Delhi. The
Learned High Court on 10.5.2012 has set aside the arbitration award
dated 21.7.2006 and has further held that APIL was liable to pay
ground rent to HUDCO from date of possession of shopping arcade i.e.
November, 1995.
Now APIL filed an appeal against the abovementioned order before

Division Bench of High Court, Delhi. Division bench pronounced the
award. HUDCO has filed SLP on 10.05.2013 before Supreme Court
challenging the order dated 24.1.2013 of Division Bench, High Court.
The SLP is likely to be listed in due course after summer vacations of
2014.
3) (a) The company has procedure for seeking confirmation of outstanding

under litigation. Confirmation of balances covering approximately
87.37% (previous year 82%) in value of the total project loan
outstanding have been received from the borrowers. However, in those
cases where agencies have informed different balances, the
reconciliation is under process.
(b) The provision on loans as per NHB norms has increased by ` 167.85
crore (previous year ` 67.99 crore) during the year which stood at `
1,213.81 crore (previous year ` 1,045.96 crore) as on 31.03.2014. The
total NPA provision made by company is ` 1,433.81 crore as on
31.3.2014 (against ` 1,425.96 crore as on 31.3.2013).
The company has been making additional provision of NPA beyond

31.3.2014 (Previous Year ` 380 crore). The additional provision is
F - 84
considered prudent keeping in view the unforeseen events &
happenings such as change in policy of Government & procedural
delays in repayment from Government agencies. The company, during
the year, has used a sum of ` 160 crore out of the excess provision of
` 380 crore held in the previous year as on 31.3.2013.
4) Loans granted by the company directly to individuals and bulk loans under
HUDCO Niwas Scheme are secured fully/partly by :
(i) Equitable Mortgage of the property and /or
(iv) Undertaking to create security through execution of Tripartite

Agreement between the company, borrower and the Developing
(v) Government Guarantee, First charge on the assets of the housing

finance company or First Pari-Passu charge on the outstanding loans,
Escrow mechanism, postdated cheques or ECS, First Pari-Passu
charge on immovable property, Undertakings, Demand promissory
note and Irrevocable Power of Attorney in favour of HUDCO.
In addition to (i) and (ii) above, the assignment of Life Insurance Policies,
pledge of National Saving Certificates, Fixed Deposits, etc. are also obtained.
5) Utilization of Issue proceeds - Public Issue of Tax-free bonds:
The company issued tax free bonds worth ` 4796.32 crore

(` 2370.00 crore under Tranche-I allotted on 25.10.2013, ` 2153.39 crore
under Tranche-II allotted on 13.01.2014 and ` 272.93 crore under Tranche-III
allotted on 24.03.2014) through Public Issue.
As per the Shelf/Tranche prospectus, the funds proposed to be raised through

the Issue could be utilized towards lending purposes, working capital
requirements, augmenting the resource base of the company and other
operational requirements (including debt servicing). However, subscription
monies received from FIIs, eligible NRIs (and other non-resident applicants
across all categories) through the Issue were not allowed to be utilized for any
lending purposes in terms of the FEMA Borrowing Regulations, and were to
be utilized for the following purposes:
(a) Debt servicing, which includes servicing of both the principal amounts as
well as interest payments of various debt facilities availed by our company
in the past and currently outstanding in its books of accounts, including
loans, market borrowings (which include our non-convertible bonds/
debentures);
(b) Statutory payments;
(c) Establishment and administrative expenses; and
(d) Other working capital requirements of our company.
F - 85
The above FEMA Borrowing Regulations have been amended vide RBI’s
circular (A.P. (DIR Series) Circular no. 81) dated December 24, 2013 vide
which the resident entities authorised by the Govt. of India to issue tax-free,
secured, redeemable, non-convertible bonds in rupees to persons resident
outside India, have been permitted to use such borrowed funds for the
following purposes:
(a) On-lending/ re-lending to the infrastructure sector; and

(b) Keeping in fixed deposits with Indian banks pending utilization for
permissible end uses.
The detail of public issue of secured Tax Free Bonds and utilisation of the
issue proceeds are as under:
(` in crore)
FIIs, Eligible
NRIs and
other non-
Resident resident Total
Applicants
across all
Categories
1. Total subscription monies
2344.9610 25.0395 2370.0005
(Tranche-I)
2125.4822 27.9106 2153.3928
(Tranche-II)
267.2480 5.6757 272.9237
(Tranche-III)
Grand Total (1+2+3) 4737.6912 58.6258 4796.3170
4. Utilized towards lending
purposes, working capital
requirements, augmenting
4737.6912 - 4737.6912
the resource base of our
company and other
operational requirements
5. Utilized towards Debt
servicing, Statutory
payments, Establishment
and administrative
- 58.6258 58.6258
expenses and Other
working capital
requirements of our
company.
Grand Total (4 + 5) 4737.6912 58.6258 4796.3170
6) The company has adopted AS-15 (revised 2005) ‘Employees Benefits’.

F - 86
(d) The company pays fixed contribution of provident fund at a
provident fund scheme additionally requires the company to guarantee
from time to time. The fair value of the assets of the provident fund as
contribution plan. Accordingly, on the basis of actuarial valuation of
provident fund, the provision made in the previous year has been
reversed by ` 4.12 crore at the end of the year as on 31.3.2014.
(e) The company has a defined benefit gratuity plan. Every employee is
entitled to gratuity as per the provisions of the payment of Gratuity Act,
1972. The scheme is funded by the company and is managed by a
separate trust. The liability of Gratuity is recognized on the basis of
actuarial valuation as at the year end.
F - 87
(f) The summarized position of various defined benefit schemes recognised in
the Statement of Profit & Loss, Balance Sheet and the funded status are as
under:
(` in crore)
Medical Benefits
EL HPL
2013-14
2013-14 2012-13 2013-14 2012-13 ** 2012-13 2013-14 2012-13
Expenses
b. Interest Cost 2.45 2.37 1.37 1.51 0.86 0.77 7.11 5.11
d. Unrecognized Past service - - - - - - - -
cost
e. Expected return on plan assets (3.51) (3.29) NA NA N.A. N.A. N.A. N.A.
f. Actuarial (Gain) / Loss 2.52 4.89 2.65 2.75 (7.51) 0.59 (1.16) 12.44
g. Recognised in the Statement of 2.77 5.40 6.32 5.49 (6.14) 2.08 9.04 19.83
Profit & Loss.
at 31.3.2014
at 31.3.2014
b. Fair Value of plan assets as at 40.23 34.51 NA NA N.A. N.A. N.A. N.A.
31.3.2014
in Balance Sheet
31.3.2013
Interest Cost 2.45 2.37 1.37 1.51 0.86 0.78 7.11 5.11
Past Service Cost - - - - - - - -
Unrecognized Past service cost - - - - - - - -
Actuarial (Gain) / Loss 2.45 (1.82) 2.65 2.75 (7.51) 0.59 (1.16) 12.44
Benefits Paid (3.78) (1.93) (10.42) (1.76) (0.33) (0.57) (2.14) (2.26)
31.3.2014
Plan Assets
on 31.3.2013
Actual company Contribution 1.25 1.18 N.A. N.A. N.A. N.A. N.A. N.A.
Actuarial Gain / (Loss) 3.30 (3.07) N.A. N.A. N.A. N.A. N.A. N.A.
31.3.2014
Discount Rate (p.a.) (%) 9.10 8.05 9.10 8.05 9.10 8.05 9.10 8.05
Expected rate of returns on plan 9.40 9.40 N.A. 9.40 N.A. 9.40 N.A. N.A.
assets (p.a.) (%)
Government of India Securities, - -
Insurer
F - 88
** The company has discontinued the encashment of Half-Pay Leave (HPL) during the
service period of employee, the provision created for the encashment of the HPL has
been reworked as per revised AS -15.
8) (i) National Housing Bank’s credit concentration norms states that a

Housing Finance company’s agency wise exposure should not exceed
15% of its net owned funds. Further, as per NHB’s latest circular dated
21.03.13, investment of a Housing Finance company (HFC) in the
shares of another HFC shall not exceed 15% of the Equity Capital of
the investee company.
(ii) NHB vide its letter No. NHB/ND/HFC/DRS/3792/2011 dated 5.4.2011

has given relaxation from credit concentration norms which is
reproduced as under:
HUDCO by the Ministry of Urban Development, in terms of the MOU
signed between HUDCO and the Ministry, decided to grant permission
to HUDCO for lending upto 50% of its Net Owned Fund (NOF) to the
Government Agencies (under individual borrower exposure) only for
housing and housing related infrastructure and upto 100% of its NOF to
the individual State Governments (under group exposure). However,
the above permission will not be applicable in respect of HUDCO’s
lending to builders, private parties and cooperatives, in respect of
whom, the extant provisions of the Directions will continue to apply.”
(iii) Towards effective implementation of the above relaxation and for

(iv) The company is complying with National Housing Bank’s credit

concentration norms in respect of loans to Private Sector Agencies.
However, in case of loans to State Governments / State Governments
agencies, the said norms have been relaxed for HUDCO by NHB vide
letter No. NHB/ND/HFC/DRS/3792/2011 dated 5.4.2011 as stated
above and these have been complied, except in 1 case viz. investment
in the Equity Shares of another HFC (Indbank Housing Ltd.).
In respect of investment in the Equity Shares of another HFC viz.,

Indbank Housing Ltd., HUDCO had invested ` 2.50 crore in the Equity
Shares of the Indbank Housing Ltd., whose total paid-up capital is ` 10
crore resulting in investment to the extent of 25% of the equity, which is
higher than the present NHB norms, since investment was made
F - 89
around 20 years back. Further, in principle approval for merger of
Indbank Housing Ltd. in Indian Bank has been accorded by HUDCO’s
Board in its 495th meeting held on 20.01.2012. The matter is yet to be
finally concluded alongwith swap ratio of shares. Once the merger is
effected, the investment will be as per NHB Norms.
9) Valuation of investment
a. The company had invested in 25 lac equity shares, amounting to ` 2.50
crore, of the Indbank Housing Ltd. around 20 years back as strategic
investor. As the said investment is strategic in nature, hence, there are no
plans of disposing off the stake in near future. Considering the fact that
Indbank Housing Ltd. has highly negative Net Worth even though market
price of the share as on 31.03.2014 is ` 5.99 per share, Hudco continues
to reflect the strategic investment of ` 2.50 crore in Indbank Housing Ltd.
at diminished value of ` 1 only (since the FY 2006-07) as on 31.03.14.
Moreover, merger of Indbank Housing Ltd. in Indian Bank is also under
process and the swap ratio and other modalities are yet to be worked out.
b. The company had invested in 1 lac equity shares, amounting to ` 0.10
crore, in the Sri K.P.R. Industries Ltd. (formerly, Bhagyanagar Wood Plast
Ltd.) around 20 years back. Considering the fact that Sri K.P.R. Industries
Ltd. had highly negative Net Worth during its past years, HUDCO had
made a provision of ` 0.03 crore accordingly in previous years. The
company has not revised the provision (written back) on account of its low
volume of transactions in the Stock exchange, even though market price of
the share as on 31.03.2014 is ` 18.55 per share.
10) The Board in its 517th meeting held on 07.06.2013 accorded approval to the
proposal to subscribe upto ` 50 crore to the units of Infrastructure Debt Fund
(IDF) launched by IIFCL through mutual fund in “regular dividend payout”
option. HUDCO invested ` 50 crore on February 5th, 2014 in IDF series-1 in
the “regular dividend payout” option.
Further, it came to the notice of HUDCO that IAMCL has invested HUDCO’s
money in the “growth fund” option and not in “regular dividend pay-out” option.
The matter was taken up with IAMCL. IAMCL informed vide their letter dated
09.04.2014 and 13.05.2014 that there was some confusion and
miscommunication and have regretted the inconvenience caused to HUDCO
on this account. However, considering the advantages in the Growth Fund
option and HUDCO being one of the pioneers in setting up country’s first
Govt, backed IDF, they have requested HUDCO to remain invested in the
scheme at present in the growth fund option. Accordingly, the matter has
been put-up to the HUDCO’s Board seeking their approval for the investment
in “Growth Fund” option.
11) Income Tax as applicable in respect of Interest accrued on bonds /

debentures which are not listed on recognized Stock Exchange, is deducted
at source at the time of actual payment of interest to the bondholders /
debenture holders since bonds / debentures are transferable by endorsement
& delivery.
F - 90
12) The company has not received information from vendors / suppliers regarding

of the company is to provide finance for Housing / Infrastructure projects and
all other activities of the company revolve around the main business.

“Impairment of Assets” is complied with. In the opinion of management, there
is no impairment of assets during the year.
15) The company makes full provision on doubtful debtors / receivables and
16) The company has proposed final dividend of ` 100.01 crore at the rate of
subject to approval of same by shareholders in the ensuing annual general
meeting.
17) The company’s significant leasing arrangements are in respect of operating

leases for office premises. These leasing arrangements which are not non-
cancelable range between 1 and 30 years generally or longer and are usually
renewable by mutual consent on mutually agreeable terms. The aggregate
lease rentals payable are charged as office rent under Note No. 22 of the
Statement of Profit & Loss. Further, there is no financial lease as company’s
leasing arrangements does not transfer substantially all other risks & rewards
incidental to the ownership of an asset.

(` in crore)
Particulars 2013-2014 2012-2013
Expenditure

b) Others 0.01 0.00
Earnings
a) Interest on foreign deposit 1.73 2.28
F - 91

31.3.2014 31.3.2013

Loans : ` in crore)
(`
Assets Classification Principal outstanding * Provision As per Norms * Additional provision
Standard (considered 7,460.15 5,882.44 37.39 38.77
good) - Secured
Sub-standard Assets – 57.74 23.57 8.66 3.54
Secured
Doubtful Assets
Secured 315.18 327.86 293.29 299.97
Unsecured 11.26 14.59 11.26 14.59
40.00 20.00
Total Doubtful Assets 326.44 342.45 304.55 314.56
Loss Assets
Secured 1.73 1.72 1.73 1.72
Unsecured 28.80 28.88 28.80 28.88
Total Loss Assets 30.53 30.60 30.53 30.60
Total 7,874.86 6,279.06 381.13 387.47 40.00 20.00

Loans : ` in crore)
(`

good) - Secured
Sub-standard Assets – 622.89 102.46 93.43 15.37
Secured
Doubtful Assets
Secured 980.23 955.64 638.03 500.30 180.00 360.00
Unsecured 8.59 55.17 8.59 55.17
Total Doubtful Assets 988.82 1,010.81 646.62 555.47
Loss Assets - Unsecured 3.77 3.77 3.77 3.77
Total 21,466.96 19,657.46 832.68 658.49 180.00 360.00
Grand Total (1) + (2) 29,341.82 25,936.52 1213.81 1,045.96 220.00 380.00
F - 92
(`
Equity Shares 34.87 14.97 3.00 3.00
Equity Shares - Joint 2.40 2.40 0.39 0.39
Venture
Infrastructure Debt Fund 50.00 - - -
Bonds 670.00 670.00 - -
Total 757.27 687.37 3.39 3.39
* The principal outstanding and cumulative provision is excluding KFW Loans
21) As per DPE letter dated 21.1.2013, the Chairman and Managing Director and
Whole time Directors are entitled to use staff car for private use upto 1,000
km. per month against payment of ` 2,000/- per month.
(a) Joint Ventures


No.
1. Shri V P Baligar Chairman & Managing Director
(from 11.4.2011 )
2. Shri N. L. Manjoka Director Corporate Planning
(from 11.04.2013 )
3. Shri Anil Kumar Kaushik Director Finance
(from 30.05.2013 )
(c) Transactions with Joint Ventures:
(i) Investment in Joint Venture

(` in crore)
Nature of Transactions Shristi Urban Pragati Social MCM Signa Total
Infrastructure Infrastructure & Infrastructure Infrastructure
Development Ltd. Development Ltd. Pvt. Ltd. India Ltd.
Investments
Balance as at 31.3.2013 2.00 0.13 0.26 0.013 2.403

Balance as at 2.00 0.13 0.26 0.013 2.403
31.3.2014
F - 93
(ii) Loans to Joint Venture
(` in crore)
Nature of Transactions Shristi Urban Infrastructure
Development Ltd.
Loans (Scheme No.19125) to Shristi Udaipur Hotels Pvt. Ltd., a
Subsidiary Company of Shristi Urban Infra Dev. Ltd.
Balance as at 31.3.2013 7.00
Repayments during the year 1.11
Balance as at 31.3.2014 5.89
(d) Transactions with Key Management Personnel:
Shri N. L. Manjoka, DCP has taken a vehicle loan of ` 0.03 crore

(interest bearing) from the company in January 2014, in the ordinary
course of business. The service of providing such loans is extended by
the company to all of its employees. The balance outstanding as on
31.03.2014 is ` 0.04 crore (including interest accrued ` 0.01 crore
(maximum outstanding is ` 0.04 crore during the year 2013-14).
` in crore)
(`
Particulars Shri V P Baligar, Shri N. L. Manjoka, Shri Anil Kumar Kaushik,
CMD DCP DF
2013-14 2012-13 2013-14 2012-13 2013-14 2012-13
Salaries 0.18 0.17 0.18 - 0.16 -
Contribution to PF - - 0.02 - 0.02 -
Perquisites and
0.05 0.04 0.06 - 0.08 -
other allowances
Total 0.23 0.21 0.26 - 0.26 -
23) Information in relation to the interest of the company in Joint Ventures

(a) Details of Joint Ventures
Name of the company Contribution Country of Proportion Description of

equity ownership
(` in crore)

Ltd. controlled
entity
Ltd. controlled
entity
Total 2.403
F - 94
(b) Proportionate Assets & Liabilities:
(` in lakhs)
Shristi Urban Pragati Social MCM Infrastructure Signa
Infrastructure Infrastructure & Pvt. Ltd. Infrastructure India
Development Ltd. Development Ltd. * Ltd.
Un audited Audited as Un audited Un audited Un audited as Audited as Un audited Audited as
Year ending as at at as at as at at 31.3.2014 at 31.3.2013 as at at 31.3.2013
31.3.2014 31.3.2013 31.3.2014 31.3.2013 31.3.2014
Fixed Assets 0.48 0.65 Not Not - - 0.04 0.05

available available
Investments 120.00 120.00 Not Not - - - -
available available
Deferred Tax 0.40 0.27 Not Not - - - -
available available
Assets
Current Assets, 204.85 187.40 Not Not 13.08 12.31 14.85 21.45
available available
Loans and
Advances
Statement of - - Not Not - - - -
available available
Profit & Loss
(Debit Balance)
Share of Total 329.88 312.20 Not Not 13.08 12.31 14.89 21.50
available available
Assets
Reserves & 13.22 13.10 Not Not -13.17 -13.94 9.09 9.18
available available
Surplus
Current 115.33 98.02 Not Not 0.25 0.25 4.49 11.01
available available
Liabilities and
Provisions
Loans Funds 1.33 1.07 Not Not - - - -
available available
Deferred Tax - - Not Not - - - 0.01
available available
Liabilities
Share of Total 116.66 99.09 Not Not 0.25 0.25 4.49 11.02
available available
Liabilities
(excluding
Reserves &
Surplus)
Operations 73.97 60.60 Not Not - - 2.71 7.81
available available
Income
Other Income 0.10 0.05 Not Not 0.89 1.08 0.07 0.06
available available
Total Income 74.07 60.65 Not Not 0.89 1.08 2.78 7.87
available available
Share of 73.96 60.41 Not Not 0.12 0.28 2.57 7.33
available available
Expenses
HUDCO’s share Not Not Not Not Not Not Not Not
available available available available available available available available
in contingent
liability of JV
Co.
Contingent Not Not Not Not Not Not Not Not
liability for
jointly
controlled
company
incurred by
HUDCO
Commitment
* Case filed before company Law Board, Kolkata Law Bench on 28.2.2013 against M/s. Pragati
Social Infrastructure & Development Ltd. under section 397 and 398 (Prevention of Oppression
and Mismanagement) of Companies Act, 1956, therefore the company has not provided
unaudited / audited accounts for the year 2012-2013 & 2013-2014 and also not available at MCA
site.
F - 95
24) (a) The company has formulated a Corporate Social Responsibility (CSR)
policy in line with the guidelines issued by Department of Public
Enterprise (DPE) vide Office Memorandum (OM) F. No. 15(3)/2007-
DPE(GM)-GL-99 dated 9.4.2010. The company also had Sustainable
Development (SD) policy in line with the guidelines issued by the
Department of Public Enterprises vide Office Memorandum No.
3(9)/2010-DPE(MoU) dated 20.9.2011.
DPE, however, vide its Office Memorandum No. F.No.15(7)/2012-

DPE(GM)-GL-104 dated 12/04/2013 has issued new guidelines on
CSR and Sustainability for Central Public Sector Enterprises effective
from 01/04/2013, wherein, CSR and Sustainable Development (SD)
have been clubbed together along-with certain other changes. In view
of the revised DPE guidelines, HUDCO’s Board in its 519th meeting
held on 31/07/2013, has approved the revised CSR and Sustainability
policy. HUDCO’s Board also approved allocation for CSR and
Sustainability budget for the FY 2013-14, equivalent to 1.5% of the
Profit after Tax (PAT) of ` 700.56 crore for the previous FY 2012-13.
HUDCO, accordingly, in terms with the new guidelines, has made a
provision of ` 10.51 crore, being 1.5% of the PAT of ` 700.56 crore for
the previous FY 2012-13.
Further, as per the new guidelines, the budget allocated for each FY
has to be spent within that year and endeavor should be made to spent
the unutilised budget of any year within next two financial years.
Thereafter the unspent amount has to be transferred to “Sustainability
Fund” to be used for CSR and Sustainability activities.
Since, as per the revised guidelines, there is defined time limit for
utilizing the CSR and Sustainability budget, the company has charged
the CSR & SD budget to Statement of Profit and Loss during the FY
2013-14 and has created a provision for the same. The company has
also reversed the opening balance of the CSR & SD Reserve
amounting to ` 20.29 crore created by it in earlier years and has
charged the same to Statement of Profit and Loss (through prior
period) by creating a provision for the similar amount. The change has
resulted in decrease in Profit before tax for the year by ` 20.29 crore.
During the FY 2013-14, HUDCO has incurred an expenditure of ` 8.29

crore on CSR & Sustainability out of the opening balance of CSR & SD
provision of ` 20.29 crore. HUDCO has also incurred an expenditure of
` 4.21 crore on CSR & Sustainability out of the provision of ` 10.51
crore created for the FY 2013-14. The balance unutilised amount of
` 18.30 crore as on 31.03.2014 has been carried forward for being
utilised in subsequent years.
As per HUDCO’s approved CSR Policy, 1st installment of CSR

Assistance is released on completion of documentation and the
F - 96
subsequent installments are released on receipt of utilization certificate
and after achieving physical/financial progress in the proposal. There
has been a couple of cases where even after sanction of CSR and
Sustainability Fund by HUDCO, documentation formalities were not
completed by the agencies and therefore the 1st installment could not
be released, as envisaged. In some of the cases, the agencies
concerned could not achieve required physical/ financial progress and
the utilisation certificate for the CSR assistance released was not
submitted by agencies, resulting in delay in releasing of further
installments by HUDCO.
(b) The company has formulated a Research & Development (R&D) policy
Enterprises vide Office Memorandum No. 3(9)/2010-DPE(MoU) dated
20.9.2011.
As per the R&D guidelines of DPE, a minimum of 0.5% of PAT of the

previous year has to be allocated for R&D projects / activities. HUDCO,
accordingly, in line with the guidelines, approved allocation for R&D for
the FY 2013-14, equivalent to 0.5% of the profit after tax (PAT) of
` 700.56 crore for the previous FY 2012-13. HUDCO, accordingly, in
compliance of the guidelines, has made a provision of ` 3.50 crore,
being 0.5% of the PAT of ` 700.56 crore for the previous FY 2012-13.
The company, in line with the new CSR policy, has charged the R&D
budget to Statement of Profit & Loss during the FY 2013-14 and has
created a provision for the same. The company has also reversed the
opening balance of R&D Reserve amounting to ` 0.0002 crore created
by it in earlier years and has charged the same to the Statement of
Profit and Loss (through prior period) by creating provision for the
similar amount. The change has resulted in decrease in Profit before
tax for the year by ` 0.0002 crore.
During the FY 2013-14, HUDCO has incurred an expenditure

equivalent to the provision of ` 3.50 crore created on R&D budget
during the FY 2013-14 and the opening balance of ` 0.0002 crore has
been transferred to the provision of R&D budget.
Particulars 31.3.2014 31.3.2013

i) CRAR (%) 27.85 23.24
iii) CRAR - Tier II Capital (%) - -
F - 97
(` in crore)
Category 2013-2014 2012-2013
a) Direct exposure
(i) Residential Mortgages –
Lending fully secured by mortgages on 32.42 27.04
housing loans more than `15 lakh)
Total 189.30 216.71
(ii) Commercial Real Estate –
Lending secured by mortgages on commercial 1825.38 1998.22
based (NFB) limits;
(iii) Investments in Mortgage Backed Securities - -
(a) Residential - -
Fund based and non-fund based exposures on 277.10 -
National Housing Bank (NHB) and Housing Finance
Companies (HFCs)
Maturity pattern of certain items of assets and liabilities as on 31.3.2014:
(` in crore)
month) months
Liabilities
Borrowings 498.01 378.00 62.41 275.07 325.22 378.55 19.77 22.36 18.67 - 1978.06
from banks
Market 18.14 5.40 256.02 206.49 411.73 3556.92 1878.55 408.34 5162.82 7422.28 19326.69
Borrowings
Assets
Advances 90.55 637.44 177.84 899.44 1892.27 7987.87 6099.46 4267.85 4167.70 1813.74 28034.16
Investments - - - - - 200.00 200.00 270.00 - 83.88 753.88
F - 98
26) (a) Figures of the previous year have been regrouped/ rearranged/
recasted wherever considered necessary to make them comparable
with figures for current year.
F - 99
guarantees issued by Company :
` in crore)
(`
2012-2013 2011-2012
debts
Counter claims of the Company 0.63 0.63
against which Company has gone in appeal.
The Company has paid a cumulative amount
Company has gone in appeal. The Company
under protest
` in crore)
(`
2012-2013 2011-2012

ii. Estimated amount of other commitments on 0.62 1.66
F - 100
Note 25: (Contd.)
(c) Counter guarantees issued by the Company :
Lender in Guarantee Name of counter Amount Validity

whose documentation party of Date
favour the guarantee
guarantee is `
(` in
extended crore)
HDFC Bank Deed of counter National Stock 43.85 23.7.2013
guarantee dated Exchange Ltd.*
22.1.2013
Bank of Deed of counter Hindustan 0.06 21.4.2015
Baroda guarantee dated Aeronautics Ltd. **
2.11.2012
Axis Bank Deed of counter National Stock 47.00 6.1.2014
guarantee dated Exchange Ltd. ***
1.1.2013
Indus Ind Deed of counter National **** 50.00 18.3.2016
15.3.2013
Bank of Deed of counter National **** 137.50 18.3.2016
Baroda guarantee dated Housing Bank
19.1.2013
* This counter guarantee was extended against bank guarantee issued in favour of
National Stock Exchange (NSE) towards 1% security deposit in respect of tax-free
bonds issued during financial year 2011-12.
**This counter guarantee was extended against bank guarantee issued in favour of
Hindustan Aeronautics Limited, Bangalore as performance guarantee for design,
consultancy and allied services.
*** This counter guarantee was extended against bank guarantee issued in favour of
NSE towards 1% security deposit in respect of tax-free bonds issued during financial
year 2012-13.
**** This counter guarantee was extended against bank guarantee issued in favour
of National Housing Bank towards collateral security in respect of refinance facility
under Rural Housing fund.
cancellation of allotment etc., because in this case HUDCO is only
working as an agent. As such, liability whenever ascertained / finalised
shall be met out of AGP project surplus fund account, being
maintained separately.
F - 101
Note 25: (Contd.)
(b) The Company has undertaken Andrews Ganj Project (AGP) on behalf
Ministry of Urban Development, MoUD) in year 1989-90, vide minutes
dated 7.9.1995, MoUA&E has agreed to pay interest @ 17% p.a. on
the expenditure incurred on the Andrews Ganj Project along with 1.5%
administrative charges. As per Perpetual Lease Deed dated 4.7.1997,
the Company is liable to make available Net Resources from the
development and disposal of properties of the project to the above
Ministry and accordingly the Company was crediting interest on Net
HUDCO AGP Surplus Account into which the surplus lying to their
credit had been deposited and interest accrued / earned on No Lien
Account is being credited to that account. MoUD has intimated in 2001
that the Company cannot pass on the financial liability to the
Government on account of disputes with allottees at community centre
properties. However, the Company represented that as per
Perpetual Lease Deed, the Company is liable to make available "Net
Resources Generated" from the development and disposal of
properties of the project to the Ministry which means that all out-goings
on the project including those on litigation & arbitration expenses and
award / decree etc., in respect of disputes together with HUDCO’s
administrative expenses and interest on amount spent by HUDCO
from its own fund have to be debited to this project because being an
agent there is no financial liability of the Company. Company’s above
contention recognizing it only as an agent and as such total ownership
rights and responsibilities are of Government of India and there is no
financial liability of the Company has been upheld by the opinion of
Shri GE Vahanvati as Solicitor General of India dated 12th April, 2005
and as Attorney General of India vide his opinion dated 19th August,
2009 wherein he has opined as under:-

and Law Minister of Government of India. Keeping in view this,
behalf and accounting them through above HUDCO AGP
Surplus Account. As on 31.3.2013, this account has a debit balance
of ` 233.71 crore which represents amounts paid by HUDCO on behalf
F - 102
Note 25: (Contd.)
of government for the capital and revenue expenditures on above

project over and above the recoveries to this account
and the cumulative interest on excess of expenditure over recoveries
of ` 35.59 crore upto 31.3.2013 at the rate of 10.75% per year charged
with reference HUDCO’s Board decision in 459th meeting held on
24.8.2009 on the aforesaid excess payment made by HUDCO, which
is recoverable from the above Ministry. The Ministry has been
informed in specific of the above facts and figures on various
occasions through correspondence as also in the meetings, however,
any specific denial/confirmation from the Ministry has not received yet.
The Company in its aforesaid capacity of agent to the Government of
India is in possession of real estate properties (9 guest houses blocks
and hotel site) which command much higher realizable market value
raising its demands from time to time from MoUD.
recoverable from MCD. Out of the above an amount of ` 11.46 crore
against interest. No demand has been raised by MCD for payment of
property tax for the period after 4.7.1997. As per opinion of Solicitor
General of India no property tax is payable by HUDCO on the land
owned by Government of India. Further, Contempt petition of HUDCO
is pending against MCD in Supreme Court. MCD vide their counter
affidavit has pleaded a set off of ` 27.92 crore towards payment of
property tax beyond 4.7.1997 in their counter claims as against ` 25.06
crore (payable as on 30.6.2008) demanded by HUDCO. HUDCO has
filed rejoinder affidavit to the counter affidavit filed by MCD.
The matter was last listed on 13.7.2011 on which the Hon’ble Supreme
Court directed that both the parties being the statutory Government
Organizations and as the dispute is pending in Court for more than a
decade it is desirable to settle their dispute by way of an amicable
negotiation at the earliest by officials at the higher level for which the
court adjourned the matter.
Pursuant to the directions of the Hon’ble Court a joint meeting was

held on 1.3.2012 which was attended by top managerial level officials
of HUDCO and MCD. As decided in the meeting HUDCO vide its letter
dated 6.3.2012 to MoUD sought directions of MoUD for making up to
date payment of service charges, as payable by Government for other
Government properties. The directions of MoUD in the matter are still
F - 103
Note 25: (Contd.)
awaited, a reminder letter was sent on 14.6.2012 in order to expedite

the decision of MoUD in the matter.
The issue of payment of property tax was also followed up by MCD

with MOUD vide its letter dated 27.3.2012 for its directions to HUDCO
to pay property tax (service charges) dues on Andrews Ganj Project to
MCD. The matter was listed on 22.4.2013, however MCD moved an
application for seeking adjournment, which was allowed by the court.
Now the matter will be listed on 8.8.2013 in Supreme Court.
Further, South Delhi Municipal Corporation (SDMC) earlier Municipal

Corporation of Delhi (MCD), vide notice dated 24.12.2012 and
2.1.2013 raised the demand of service charges for period from
2.7.1990 till 4.7.1997 and also property tax for the period from
4.7.1997 till 2.1.2013 from HUDCO amount to ` 84.28 crore including
interest for the delayed payment @12% p.a. as per the provisions of
Delhi Municipal Corporation Act, for the properties in possession by
HUDCO on behalf of MoUD. The notice further stated, that in case
dues are not cleared then SMDC may proceed to attach the bank
accounts of HUDCO. As opined by the advocate dealing in the above
contempt petition in Supreme Court, HUDCO has filed writ petition
against SDMC and Union of India challenging the demand of property
tax and service charges amounting to ` 84.28 crore raised by SDMC
and claimed from HUDCO on Andrews Ganj property on the ground
that HUDCO is the agent of Union of India (as inferred from lease deed
dated 4.7.1997). The matter was listed on 28.1.2013 and 31.1.2013 in
Delhi High Court. After hearing both parties, the Hon’ble Court has
stayed the operation of the impugned demand of SDMC and directed
HUDCO to deposit ` 7 crore with SDMC, without prejudice to the rights
and contentions of both the parties within four weeks of the order dated
31.1.2013. The amount of ` 7 crore has since been deposited on
26.2.2013 with SDMC. Now the matter is listed on 25.9.2013 before
High Court for filing of counter affidavit by Union of India and rejoinder
thereafter, if any, by the petitioner. SDMC has filed its reply.
(d) The Company had allotted a hotel site including car parking space to
installments, the Company had cancelled the allotment of hotel site
including car parking space and forfeited the first installment paid by
MSSEL in terms of the allotment letter. The hotel site including car
parking space was subsequently re-allotted to M/s. Leela Hotel Ltd.
started litigation regarding hotel site which is still continuing at the
appellate stage in the court of Additional District Judge, Saket, New
Delhi. Now, on the initiatives of MSSEL and MoUD, the matter has
been referred to Delhi Mediation and Conciliation Centre, Delhi High
Court for settlement. If mediation does not succeed the case will be
F - 104
Note 25: (Contd.)
referred back to the Court of Additional District Judge, Saket, New

Delhi.
Further , the Allotment in favour of LHL was also cancelled due to non-
payment of 3rd and final installment by LHL on 12.7.1999 as per terms
of allotment, 50 percent of the amount deposited, by LHL was forfeited
and balance amount of ` 67.53 crore was refunded to LHL after
adjusting the overdue ground rent and property tax dues. LHL,
against this cancellation, sought arbitration wherein the Learned
Arbitrator has passed an award directing the Company to
refund the amount forfeited along with interest. The award was upheld
by the Single Bench of Hon’ble High Court of Delhi and the amount of
` 89.78 crore, being balance principal amount, was deposited by
HUDCO in the Hon’ble High Court of Delhi as per Court directions. The
payment was made out of AGP Surplus Account and has since been
released by Hon’ble High Court of Delhi to LHL. The Company’s
appeal against the Order of Single Bench before the Double Bench of
Hon’ble High Court of Delhi was also dismissed. The Company has
filed SLP before the Hon’ble Supreme Court against the orders of
Double Bench. The Hon’ble Supreme Court had admitted HUDCO’s
SLP and stayed the recovery of interest amount. However, the Hon’ble
Supreme Court had directed the Company to deposit 50% of the
balance decreed amount consisting of interest in the executing court
i.e. Hon’ble High Court of Delhi. The Company had accordingly
deposited ` 59.61 crore in the Hon’ble High Court of Delhi on
23.3.2006 out of HUDCO AGP Surplus Account and amount has been
released by the High Court to Leela Hotels on furnishing of bank
Guarantee on 12.10.2006. The case came up for final arguments on
12.2.2008 before Supreme Court of India. The Hon’ble Supreme Court
of India upheld the award dated 25.6.2002 passed by the Justice R.S.
Pathak (ex-Chief Justice of India) except for the interest for pre-award
period which has now been reduced by Hon’ble Supreme Court of
India from 20% p.a. to 18% p.a. and dismissed the SLP filed by
HUDCO.
LHL filed execution petition No. 48 of 2006 before High Court of Delhi.
HUDCO calculated the balance amount payable to LHL as
` 48.09 crore and filed an application before the Executing Court for
the payment. The said amount has been paid to LHL as per Court
Order on 12.5.2008. As per calculation of HUDCO, nothing was
payable after the last payment of ` 48.09 crore. The amount paid by
HUDCO was calculated by HUDCO by adjusting the amount first
towards principal and then towards interest. However, LHL have
calculated the amount payable by HUDCO after adjusting the
payments first towards interest and then towards principal.
F - 105
Note 25: (Contd.)
The issue of adjustment of amount paid by HUDCO came up for

hearing before the Single Judge Bench of the High Court of Delhi
(i.e. Executing Court) on 19.11.2008. High Court ordered that HUDCO
should make the payment by adjusting the amount paid first towards
interest then towards the principal and that HUDCO should make the
payment as per calculation of decree holder (i.e. LHL).
HUDCO filed execution first appeal before the Division Bench of the
High Court on 3.1.2009 against the Single Judge order dated
19.11.2008. In the meantime HUDCO deposited a sum of
` 50.54 crore debiting the amount to AGP Surplus Account with
execution court to avoid future liability.
Division Bench vide its order dated 20.7.2009 expressed the view that
calculation made by Leela Hotels Ltd. is not correct and allowed the
appeal filed by HUDCO by upholding interalia, that amount of
` 89 crore paid by HUDCO be adjusted towards principal amount.
The amount claimed by Leela Hotels Ltd. as on 15.10.2009 even in

terms of Division Bench order dated 20.7.2009 is ` 107.91 crore.
Against the order of Division Bench, LHL filed an SLP before Supreme
Court of India.
The Execution Court i.e. Delhi High Court vide its order dated
28.10.2009 had ordered that, the amount of ` 50.54 crore paid to the
decree holder (LHL) as per order dated 15.5.2009 to be deposited by
the decree holder in the Registry of this Court within a period of five
weeks from 28.10.2009. Thereafter, this Court would consider the rival
submissions advanced by both the parties including the issue of
interest payable by the decree holder to the Judgment debtor
(HUDCO) on the amount directed today to be refunded. As and when
the said amount is deposited by the decree holder, the Registry is
directed to make a short-term fixed deposit of 45 days.
After the Order of Executing Court dated 28.10.2009, M/s. LHL filed
stay application in the Hon’ble Supreme Court on 6.11.2009.
Application came up for hearing on 10.11.2009. After hearing both the
parties, Hon’ble Supreme Court granted interim stay against the order
of Division Bench of Delhi High Court.
Hon’ble Supreme Court delivered judgment on 15.11.2011 whereby it

has allowed the SLP filed by LHL and set aside the Division Bench
Order dated 20.7.2009 and the Order dated 19.11.2008 of the Ld.
Single Judge which had directed HUDCO to make payment to Leela
hotels as per their calculations, is restored. Thus HUDCO was
required to make payment to Leela Hotels Ltd. as per order of Single
Judge. Thereafter, Leela Hotels Ltd. has filed execution application in
F - 106
Note 25: (Contd.)
the Delhi High Court for recovery of ` 154.41 crore alongwith further
interest @ 15% p.a. till date of payment.
A Review Petition was filed by HUDCO before the Hon’ble Supreme

Court of India on 15.12.2011 and the same has been dismissed
thereafter. HUDCO has made a payment of ` 146.76 crore on
22.2.2012 to LHL debiting to AGP Surplus Account as per its
calculation. Again, the matter was listed on 6.9.2012 and the Hon’ble
court directed HUDCO to verify the calculations upto 15.9.2012 filed by
LHL and make payment within one month to LHL.
Thereafter, taking the opinion of Additional Solicitor General & Sr.

Advocate, HUDCO filed Execution First Appeal in Delhi High Court.
The matter was listed on 17.10.2012 before Division Bench-I, High
Court. After hearing both parties at length, the Hon’ble Court has
stayed the order dated 6.9.2012 of Single Judge and reserved the
order for pronouncements. Now the Hon,ble court has vide judgement
dated 8.3.2013 has dismissed the appeal filed by HUDCO interalia
holding therein that HUDCO was bound by the Award of post award
interest on the pre award interest amount also. It has also held that the
Award has become final and that it has the effect of a decree and
hence it is not open to HUDCO to challenge the Award on the ground
of grant of compound interest. Meanwhile, LHL has moved an
application in Execution Court for payment of balance decretal amount
of ` 13,71,85,926/- (as on 23.5.2013) with up to date interest by
HUDCO. The matter was listed on 23.5.2013. After hearing both
parties, the Hon’ble Court directed HUDCO to make the payment of
balance decretal amount with interest within 5 weeks and thereafter
LHL will furnish an undertaking that in case HUDCO succeeds in
Supreme Court, LHL will refund the amount to HUDCO with 15%
interest and with this order disposed of the Execution Petition. HUDCO
is in the process of depositing the payment to High court, Delhi and
also in the process of filing SLP in Supreme Court within the period of
limitation

case is pending with Hon’ble High Court of Delhi. MSSEL has filed two
applications seeking HUDCO to produce 324 original documents and
L&DO to produce 209 documents. The reply has been filed by HUDCO
along with application for framing of preliminary issues. MSSEL has
filed the reply to the application filed by HUDCO. HUDCO has filed two
F - 107
Note 25: (Contd.)
applications one for the vacation of stay and other for the rejection of
plaint. The applications came up hearing on 24.5.2010 before Delhi
high court whereby the application u/o. 39 R. 4, CPC was pressed for
hearing for vacation / modification of the interim order dated 23.2.1998
operating against the parties. Court held that no cause of action has
been made for altogether complete vacation of interim order. The
earlier order passed in appeal dated 17.12.2003 ought to be enforced
in so as it allows HUDCO to lease out the suit property. Court directed
HUDCO to implement the said order and call out for application for
leasing the suit property by publishing public notice. In terms of the
order, the application u/o. 39 R.4 stands disposed off. Further,
HUDCO is to file an affidavit in compliance of Order 11 Rule 12
seeking discovery and production of documents. Admission and denial
of MSSEL documents have also been completed.
However, MSSEL has filed further documents for admission and denial
by HUDCO. Meanwhile MS Shoes East Ltd. has filed four Interim
Applications (IAs) viz. for day to day trial of the suit; for bringing on
record the additional documents; for striking off the defence and the
last one is regarding some discrepancy in exhibiting the earlier
documents by HUDCO. Reply to the two applications regarding day to
day trial and for bringing on record the additional documents have
been filed by HUDCO in consultation with our dealing advocate.
MSSEL is required to file rejoinder to the replies to HUDCO.
Meanwhile, HUDCO has carried out the marking of exhibit of some
documents which were left out. The IA for this purpose has been
disposed off.
The matter was listed on 2.7.2012. The counsel for MSSEL submitted
in Court that in the year 2011, MSSEL had submitted a proposal to
Union of India / Ministry for an out of court settlement , which is stated
to be under consideration . The High Court vide order dated 8.11.2012,
without prejudice to respective rights and contentions of the parties in
dispute, has referred the case to Delhi Mediation and Conciliation
Centre on the initiative of MS Shoes and consent of Ministry of Urban
Development (MoUD) during course of hearing, Deputy L&DO
attended the Court proceedings in person on 8.11.2012. If mediation
does not succeed the case will be referred back to the High Court. The
matter is listed on 25.7.2013 before court for directions.
Now MoUD vide letter dated 14th May 2013 has requested HUDCO to
with MS Shoes. According HUDCO vide letter dated 23rd May 2013,
meeting the liability of Andrewsganj Project. Further, MoUD vide
another letter dated 25th May 2013 has requested HUDCO for its NOC
for out of court settlement by MoUD with MS Shoes. In reply of the
F - 108
Note 25: (Contd.)

HUDCO is in the process of issuing NOC subject to the conditions that
the amount spent / being spent / will be spent by HUDCO towards the
liability of Andrews Ganj Project including liability on account of Leela
Hotel shall be reimbursed to HUDCO and the same may be mentioned
in the settlement agreement between MoUD and MS Shoes and the
settlement amount is deposited with HUDCO.
(f) The arbitrator has passed an award in respect of allotment of site in

Shopping Arcade to M/s. Ansal Properties and Industries Ltd. (APIL)
on 28.7.2005 in favour of APIL directing HUDCO to pay ` 8.84 crore
and further interest @18% p.a. from 1.8.2005 till payment. Arbitrator
has allowed the counter claim of HUDCO and directed APIL to pay
approximately ` 0.85 crore maintenance charges as billed by
M/s. Habitat Services Centre (HSC) w.e.f. 1.1.2001 upto 31.7.2005
within 3 months from the date of award failing which APIL shall have to
pay interest thereon @18% p.a. HUDCO has challenged the award
Court, has deposited a sum of ` 7.99 crore in the Court out of HUDCO
AGP Surplus Account to save future interest liability which has since
been released to APIL by the court against the security of Bank
Guarantee. As per court order, HUDCO has filed the arbitral records
and moved an application for restoring the security of bank Guarantee
as earlier provided by APIL. The application was listed on 11.3.2013
and now the case before court is listed on 4.7.2013.
(g) APIL has invoked arbitration for refund of ground rent paid by it from
date of commercial use of the shopping arcade by APIL
i.e. October, 1999 and the arbitrator has pronounced the award on
21.7.2006 holding therein that APIL is not liable to pay the ground rent
up to October 1999 till meaningful possession was given to APIL i.e. till
the shopping arcade was constructed and become operational in
October 1999. The amount of ` 3.93 crore deposited by APIL earlier
has been directed to be adjusted towards the future ground rent
payment due w.e.f. from November 1999. Interest @ 7% p.a. for the
delayed payment has also been awarded by the arbitrator
w.e.f. November 1999. HUDCO has filed petition u/s. 34 of Arbitration
and Conciliation Act challenging the award before the Hon’ble High
Court of Delhi. The Learned High Court on 10.5.2012 has set aside the
arbitration award dated 21.7.2006 and has further held that APIL was
liable to pay ground rent to HUDCO from date of possession of
shopping arcade i.e. November, 1995.
F - 109
Note 25: (Contd.)
Now APIL filed an appeal against the abovementioned order before

Division Bench of High Court, Delhi. The matter was finally listed for
oral arguments on 3.12.2012 before the Division Bench-2. Both the
parties argued the matter at length and the Court has pronounced the
award. HUDCO has filed SLP before Supreme Court challenging the
order dated 24.1.2013 of Division Bench, High Court. The SLP is likely
to be listed after summer vacation of the Supreme Court.
3) (a) The Company has procedure for seeking confirmation of outstanding

under litigation. Confirmation of balances covering approximately 82%
in value of the total project loan outstanding have been received from
the borrowers. However, in those cases where agencies have informed
(b) The provision on loans as per NHB norms has increased by

` 67.99 crore during the year which stood at ` 1,045.96 crore as on
31.3.2013 (as against ` 977.97 crore as on 31.3.2012).
The Company has been making additional provision of NPA beyond

happenings such as change in policy of Government & Procedural
delays in repayment from Government agencies. The total NPA
provision made by Company is ` 1,425.96 crore as on 31.3.2013
(against ` 1,292.97 crore as on 31.3.2012).
(c) The default resolution package with M/s. Cochin International Airport
Ltd. (CIAL) was approved by HUDCO’s Board on 17.2.2012. The
payments as per default resolution package have been received from
CIAL as on 31.3.2012. As per default resolution package shares of
` 10 crore of CIAL were to be allotted to HUDCO. The equity share
allotment of shares of ` 10 crore (1 crore equity shares fully paid up of
CIAL of ` 10 each) of CIAL has been approved by Extra Ordinary
General Meeting of CIAL held on 31.3.2012. Proceedings of joint
compromise petition before the Subordinate Judge’s Court, Ernakulam,
were completed in 2012-2013 and the shares of ` 10 crore have been
allotted to HUDCO.
F - 110
Note 25: (Contd.)
4) Housing Loans (Individual / bulk) granted by the Company under HUDCO

Niwas Scheme are secured wholly or partly by any or all of the following as
applicable :
(i) Equitable Mortgage of the property.
(ii) Undertaking to create security through execution of Tripartite

Agreement between the Company, borrower and the Developing
(iii) The assignment of Life Insurance Policies, pledge of National Saving

Certificates, Fixed Deposits, etc. may also be obtained in certain
cases.
(iv) First charge on the assets of the housing finance company created out
of HUDCO’s Bulk Loan or First Pari-Passu charge on the outstanding
loans in the books of the Company
(v) Escrow mechanism for dedicated inflow of funds for repayment of

HUDCO loan and postdated cheques or ECS mandate for repayment
of HUDCO loan.
(vi) First Pari-Passu charge on immovable properties of the company
(vii) Undertaking from the company that repayment to HUDCO will be

irrespective of actual recovery of/ from identified housing loans
(viii) Demand promissory note
(ix) Irrevocable Power of Attorney in favour of HUDCO for creating charges

in the event of default
5) Utilization of Issue proceeds - Public Issue of Tax-free bonds:
The Company issued tax free bonds worth ` 2,401.35 crore

(` 2,194.34 crore under Tranche-I allotted on 16.2.2013 and ` 207.01 crore
under Tranche-II allotted on 28.3.2013).
As per the Shelf / Tranche prospectus, the funds proposed to be raised

through the Issue are to be utilized towards lending purposes, working capital
requirements, augmenting the resource base of our Company and other
operational requirements (including debt servicing). However subscription
monies received from FIIs, Eligible NRIs (and other non resident Applicants
across all Categories) through the Issue are not to be utilized for any lending
purposes in terms of the FEMA Borrowing Regulations, and shall be utilized
for the following purposes:
F - 111
Note 25: (Contd.)
(a) Debt servicing, which includes servicing of both the principal amounts
as well as interest payments of various debt facilities availed by our
Company in the past and currently outstanding in its books of
accounts, including loans, market borrowings (which include our non-
convertible bonds / debentures);
(b) Statutory payments;
(c) Establishment and administrative expenses; and
(d) Other working capital requirements of our Company.
Details of Public issues of Secured Tax free Bonds and utilisation of the Issue
proceeds are as under:
(` in crore)
FIIs &
Resident Total
NRIs
1. Total subscription monies (Tranche-I) 2159.15 35.19 2194.34
2. Total subscription monies (Tranche-II) 202.57 4.44 207.01
Grand Total (1+2) 2361.73 39.62 2401.35
3. Utilized towards lending purposes, 2159.15 - 2159.15
working capital requirements,
augmenting the resource base of our
Company and other operational
requirements during the period
22.02.2013 to 31.03.2013
4. Utilized towards Debt servicing, Statutory - 35.19 35.19
payments, Establishment and
administrative expenses and Other
working capital requirements of our
Company.
Grand Total (3+4) 2159.15 35.19 2194.34
5. Subscription money in respect of 202.57 4.44 207.01
Tranche-II awaiting utilization:
Allotted on 28.03.2013, however
subscription monies was not available for
utilization as the listing and trading
approvals from respective stock
exchanges was awaited.
6) The Company has adopted AS-15 (revised 2005) ‘Employees Benefits’.

F - 112
Note 25: (Contd.)
(a) The Company pays fixed contribution of Provident Fund at a

provident fund scheme additionally requires the Company to guarantee
from time to time. The fair value of the assets of the Provident Fund as
contribution plan. Accordingly on actuarial valuation of provident fund
the provision made in the previous year has been reversed by ` 4.61
crore at the end of the year as on 31.3.2013.
(b) The Company has a defined benefit gratuity plan. Every employee is
entitled to gratuity as per the provision of the payment of
Gratuity Act, 1972. The scheme is funded by the Company and is
managed by a separate trust. The liability of Gratuity is recognized on
the basis of actuarial valuation as at the year end.
F - 113
Note 25: (Contd.)
(c) The summarized position of various defined benefit schemes recognised in the
Statement of Profit & Loss, Balance Sheet and the funded status are as
under:
(` in crore)
Medical Benefits
EL HPL
2012-13 2011-12 2012-13 2011-12 2012-13 2011-12 2012-13 2011-12
Expenses
b. Interest Cost 2.37 2.14 1.51 1.39 0.77 0.69 5.11 4.48
c. Past Service Cost 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d. Unrecognized Past service 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
cost
e. Expected return on plan assets (3.29) (3.01) NA N.A. N.A. N.A. N.A. N.A.
f. Actuarial (Gain) / Loss 4.89 (0.68) 2.75 0.65 0.59 0.24 12.44 3.41
g. Recognised in the Statement of 5.40 (0.09) 5.49 3.09 2.08 1.45 19.83 10.17
Profit & Loss.
at 31.3.2013
at 31.3.2013
b. Fair Value of plan assets as at 34.51 35.03 NA N.A. N.A. N.A. N.A. N.A.
31.3.2013
in Balance Sheet
31.3.2012
Interest Cost 2.37 2.14 1.51 1.39 0.78 0.69 5.11 4.47
Past Service Cost 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Unrecognized Past service cost 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Actuarial (Gain) / Loss (1.82) (0.80) 2.75 0.65 0.59 0.24 12.44 3.41
Benefits Paid (1.93) (1.24) (1.76) (2.20) (0.57) (0.66) (2.26) (1.50)
31.3.2013
Plan Assets
on 31.3.2012
Actual Company Contribution 1.18 2.05 N.A. N.A. N.A. N.A. N.A. N.A.
Actuarial Gain / (Loss) (3.07) (0.12) N.A. N.A. N.A. N.A. N.A. N.A.
31.3.2013
Discount Rate (p.a.) (%) 8.05 8.65 8.05 8.65 8.05 8.65 8.05 8.65
Expected rate of returns on plan 9.40 9.40 9.40 9.40 9.40 9.40 N.A. N.A.
assets (p.a.) (%)
Government of India Securities, 0.00 0.00
Insurer
F - 114
Note 25: (Contd.)

Housing Finance Company’s agency wise exposure should not exceed
15% of its net owned funds. Further, as per NHB’s latest circular dated
21.03.13, investment of a Housing Finance Company (HFC) in the
shares of another HFC shall not exceed 15% of the Equity Capital of
the investee Company.

“The Bank after taking into consideration the role envisaged for
HUDCO by the Ministry of Housing & Urban Poverty Alleviation, in
terms of the MOU signed between HUDCO and the Ministry, it has
been decided to grant permission to HUDCO for lending upto 50% of
its Net Owned Fund (NOF) to the Government Agencies (under
individual borrower exposure) only for housing and housing related
infrastructure and upto 100% of its NOF to the individual State
Governments (under group exposure). However, the above permission
will not be applicable in respect of HUDCO’s lending to builders and
private parties, and cooperatives, in respect of whom, the extant
provisions of the Directions will continue to apply.”

(iv) The Company is complying with National Housing Bank’s credit

agencies the said norms have been relaxed to HUDCO by NHB vide
above and these have been complied with except in 1 case.
In respect of investment in the Equity Shares of another HFC viz.,

HUDCO had invested ` 2.50 crore in the Equity Shares of the Indbank
Housing Ltd., whose total paid-up capital is ` 10 crore resulting in
investment to the extent of 25% of the equity, which is higher than the
present NHB norms, since investment was made more than 10 years
back. Further, in principle approval for merger of our investment in
Indbank Housing Ltd. in Indian Bank has been accorded by HUDCO’s
F - 115
Note 25: (Contd.)
Board in its 495th meeting held on 20.01.2012. The matter is yet to be

finally concluded alongwith swap ratio of shares. Once the merger is
effected, the investment will be as per NHB Norms.
8) Change in Accounting Policy : The profit for the year is lower by ` 0.02 crore
(net of tax) due to change in accounting policy relating to reimbursement of
mobile phone to the employees.
9) Income Tax as applicable in respect of Interest accrued on

bonds / debentures which are not listed on recognized Stock Exchange, is
deducted at source at the time of actual payment of interest to the
bondholders / debenture holders since bonds / debentures are transferable by
endorsement & delivery.
10) The Company has not received information from vendors / suppliers regarding

of the Company is to provide finance for Housing / Infrastructure projects and
all other activities of the Company revolve around the main business.

“Impairment of Assets” is not necessary, as in the opinion of management;
there is no impairment of assets during the year.
13) The Company makes full provision on doubtful debtors / receivables and
14) The Company has proposed final dividend of ` 150.00 crore at the rate of
subject to approval of same by shareholders in annual general meeting.
15) The Company’s significant leasing arrangements are in respect of operating

leases for office premises. These leasing arrangements which are
not non-cancelable range between 1 and 30 years generally, or longer, and
are usually renewable by mutual consent on mutually agreeable terms. The
aggregate lease rentals payable are charged as Office Rent under Note
No. 23 of the Statement of Profit & Loss. Further, there is no financial lease as
Company’s leasing arrangements does not transfer substantially all other
risks & rewards incidental to the ownership of an asset.
F - 116
Note 25: (Contd.)

(` in crore)
Particulars 2012-2013 2011-2012
Expenditure

b) Others 0.00 0.00
Earnings

31.3.2013 31.3.2012
F - 117
Note 25: (Contd.)


Loans : ` in crore)
(`
Assets Classification Principal outstanding Provision As per Norms * Additional provision

good)
Sub-standard Assets 23.57 43.77 3.54 6.57
20.00 50.00
Doubtful Assets 342.45 362.63 314.56 326.86
Loss Assets 30.60 30.14 30.60 30.14
Total 6,279.06 6,299.84 387.47 405.09 20.00 50.00

Loans : ` in crore)
(`

good)
360.00 265.00
Doubtful Assets 1,010.81 574.86 555.47 416.17
Loss Assets 3.77 3.77 3.77 3.77
Total 19,657.46 17,483.21 658.49 572.88 360.00 265.00
Grand Total (1) + (2) 25,936.52 23,783.05 1,045.96 977.97 380.00 315.00

(`
Equity Shares 14.97 4.97 3.00 3.00

Equity Shares - Joint 2.40 2.40 0.39 0.39
Venture
Bonds 670.00 1,220.00 0.00 0.00
Total 687.37 1,227.37 3.39 3.39
* The cumulative provision is excluding any provision on KFW Loans
19) The Chairman and Managing Director and Whole time Directors are entitled
to use staff car for private use upto 1,000 km. per month against payment of
` 520/- per month. As per DPE letter dated 21.1.2013, staff car may be used
for private use upto 1,000 km. per month against payment of ` 2,000/- per
month.
F - 118
Note 25: (Contd.)
(c) Joint Ventures

No.
1. Shri V P Baligar, Chairman & Managing Director
(from 11.4.2011 )
(c) Transactions with Joint Ventures :

(` in crore)
Development Development Pvt. Ltd. India Ltd.
Ltd. Ltd.
Investments
Balance as at 31.3.2012 2.00 0.13 0.26 0.013 2.403

Balance as at 2.00 0.13 0.26 0.013 2.403
31.3.2013
(d) Transactions with Key Management Personnel :
NIL
` in crore)
(`
Particulars Shri V P Baligar, Shri T. Prabakaran, Shri S. K. Tripathi,
CMD Ex-DF Ex-DCP
2012-13 2011-12 2012-13 2011-12 2012-13 2011-12
Salaries 0.17 0.149 - 0.074 - 0.005
Contribution to PF 0.00 0.000 - 0.009 - 0.000
Perquisites and other -
0.04 0.020 - 0.033 0.049
allowances
Total 0.21 0.169 - 0.116 - 0.054
F - 119
Note 25: (Contd.)
21) Information in relation to the interest of the Company in Joint Ventures
Name of the Company Contribution Country of Proportion Description of
equity ownership
(` in crore)
Ltd. controlled
entity
Ltd. controlled
entity
Total 2.403
F - 120
Note 25: (Contd.)
(b) Proportionate Assets & Liabilities :
(` in lakhs)
Development Ltd. Development Ltd. * Ltd.
Un audited Audited as Un audited Un audited Un audited as Audited as Un audited Audited as
Year ending as at at as at as at at 31.3.2013 at 31.3.2012 as at at 31.3.2012
31.3.2013 31.3.2012 31.3.2013 31.3.2012 31.3.2013
Fixed Assets 0.65 0.79 Not 6.84 0.00 0.00 0.05 0.07
available
Investments 120.00 120.00 Not 63.55 0.00 0.00 0.00 0.00
available
Deferred Tax 0.27 0.28 Not 0.00 0.00 0.00 0.00 0.00
available
Assets
Current Assets, 187.40 162.79 Not 0.18 12.20 11.53 17.67 24.46
available
Loans and
Advances
Statement of 0.00 0.00 Not 19.54 0.00 0.00 0.00 0.00
available
Profit & Loss
(Debit Balance)
Share of Total 312.20 286.96 Not 90.11 12.20 11.53 17.72 24.53
available
Assets
Reserves & 13.10 12.91 Not 0.00 -14.02 -14.74 9.51 8.95
available
Surplus
Current 98.02 74.04 Not 8.06 0.23 0.27 6.91 14.26
available
Liabilities and
Provisions
Loans Funds 1.07 0.00 Not 69.05 0.00 0.00 0.00 0.00
available
Deferred Tax 0.00 0.00 Not 0.00 0.00 0.00 0.01 0.02
available
Liabilities
Share of Total 99.10 74.04 Not 77.11 0.23 0.27 6.91 14.28
available
Liabilities
(excluding
Reserves &
Surplus)
Operations 60.60 66.48 Not 0.00 0.00 0.27 7.81 23.73
available
Income
Other Income 0.05 0.12 Not 0.00 0.96 0.93 0.06 0.07
available
Total Income 60.65 66.60 Not 0.00 0.96 1.21 7.87 23.80
available
Share of 60.41 66.30 Not 2.55 0.25 0.43 7.31 21.00
available
Expenses
in contingent
liability of JV
Co.
liability for
jointly
controlled
Company
incurred by
HUDCO
Commitment
* Case filed before Company Law Board, Kolkata Law Bench on 28.2.2013 against M/s. Pragati
Social Infrastructure & Development Ltd. under section 397 and 398 (Prevention of Oppression
and Mismanagement) of Companies Act, 1956, therefore the Company has not provided
unaudited / audited accounts for the year 2012-2013 and also not available at MCA site.
F - 121
Note 25: (Contd.)
22) (a) The Company has formulated a Corporate Social Responsibility (CSR)
policy in line with the guidelines issued by Department of Public
Enterprise (DPE) vide Office Memorandum F. No. 15(3)/2007-
DPE(GM)-GL-99 dated 9.4.2010.
As per the CSR guidelines of the DPE, the Company, to allocate 0.5%
to 3% of net profit after tax of the previous year for CSR Activities. The
Company had approved 3% of previous year profit towards CSR in the
financial year 2010-11, 2% of profit during the financial year 2011-12
and 1.5% of profit during the financial year 2012-13 and Company was
creating CSR provision for this purpose up to the year 2011-12.
The Institute of Chartered Accountants of India (ICAI) has given its

opinion vide their letter dated 23.5.2013, as requested by the Company
on CSR accounting that unspent expenditure on CSR activities should
not be recognised as provision, but a reserve may be created as an
appropriation of profits.
Accordingly, CSR provision of ` 19.87 crore (amount unspent as at

1.4.2012) has been reversed to the credit of the statement of profit &
loss through prior period account and CSR reserve of ` 19.87 crore
has been created as appropriation of profit, the effect of which are as
under:
Particular Amount
` in crore)
(`
Opening Balance (The opening balance is NIL as the provision 0.00
was being made in the previous year)
Add: Appropriation on account of un-spent amount as on 19.87
31.3.2012
Less : Transfer to statement of profit and loss during the year on 0.35
account of excess spending amount over current year’s
appropriation requirement (CSR allocation of ` 9.45 crore less
amount spent ` 9.80 crore)
Closing Balance as on 31.3.2013 19.52
The above has resulted increase in profit before tax amounting to

` 19.52 crore.
(b) The Company has formulated a Sustainable Development (SD) policy

20.9.2011.
As per the SD guidelines of DPE, a minimum of ` 50 lakh plus 0.1% of

profit after tax exceeding ` 100 crore of the previous year
will be allocated for SD Projects / Activities. The Company had
allocated ` 0.5 crore plus 0.1% of previous year’s profit after tax
amounting to ` 1.13 crore in the year 2012-13. The unspent amount of
` 0.77 crore has been appropriated from profits as SD reserve.
F - 122
Note 25: (Contd.)
(c) The Company has formulated a Research & Development (R&D)

policy in line with the guidelines issued by the Department of Public
20.9.2011.
As per the R&D guidelines of DPE, a minimum of 0.5 % of PAT of the

previous year will be allocated for R&D projects / Activities. The
Company had allocated 0.5% of previous year’s profit after tax
amounting to ` 3.15 crore in the year 2012-13. The unspent amount of
` 0.0002 crore has been appropriated from profits as R&D Reserve.
Particulars 31.3.2013 31.3.2012

i) CRAR (%) 23.24 31.37
iii) CRAR - Tier II Capital (%) 0.00 0.00

(` in crore)
Category 2012-2013 2011-2012
a) Direct exposure
housing loans more than `15 lakh)
Total 216.71 253.64
based (NFB) limits;
(iii) Investments in Mortgage Backed Securities 0.00 0.00
(a) Residential 0.00 0.00
(b) Commercial Real Estate 0.00 0.00
Fund based and non-fund based exposures on 0.00 0.00
Companies (HFCs)
F - 123
Note 25: (Contd.)
Maturity pattern of certain items of assets and liabilities as on 31.3.2013 :
(` in crore)
month) months
Liabilities
Borrowings 771.86 211.67 287.28 769.13 1266.86 826.49 134.60 0.00 0.00 0.00 4267.89
from banks
Market 559.75 13.80 24.63 1082.29 378.96 2292.45 2254.80 295.82 4782.77 2914.35 14599.62
Borrowings
Assets
Advances 260.17 511.81 258.75 895.56 1843.28 7103.43 4820.53 3689.05 3398.44 1729.54 24510.56
Investments 0.00 0.00 0.00 0.00 0.00 200.00 200.00 270.00 0.00 13.98 683.98
24) (a) Figures of the previous year have been regrouped / rearranged
wherever necessary to make them comparable with figures for current
year.
F - 124
1) Contingent Liabilities and other commitments not provided for :
(a)
` in crore)
(`
2011-2012 2010-2011
debts
The Company has paid ` 245.37 crore
(previous year ` 229.67 crore) under protest
has paid ` 2.49 crore (previous year ` 0.25
crore ) under protest
v. Counter claims of various parties for damages 0.00 0.39
against Company’s claim in Civil Courts
(b)
` in crore)
(`
2011-2012 2010-2011
i. Estimated amount of commitments remaining 31.51 18.13
to be executed on capital account
ii. Estimated amount of other commitments on 1.66 -
cancellation of allotment etc., because in this case HUDCO is only
working as an agent. As such, liability whenever ascertained / finalised
shall be met out of AGP project surplus fund account, being
maintained separately.
Ministry of Urban Development, MoUD) in year 1989-90 vide minutes
F - 125
dated 7.9.1995, MoUA&E has agreed to pay interest @ 17% p.a on
the expenditure incurred on the Andrewsganj Project alongwith 1.5%
administrative charges. As per Perpetual Lease Deed dated 4.7.1997,
the Company is liable to make available Net Resources from the
development and disposal of properties of the project to the above
Ministry and accordingly the Company was crediting interest on Net
HUDCO AGP Surplus Account into which the surplus lying to their
credit had been deposited and interest accrued / earned on No Lien
Account is being credited to that account. MoUD has intimated in 2001
that the Company cannot pass on the financial liability to the
Government on account of disputes with allottees at community centre
properties. However, the Company has represented that as per
Perpetual Lease Deed, the Company is liable to make available "Net
Resources Generated" from the development and disposal of
properties of the project to the Ministry which means that all out-goings
on the project including those on litigation & arbitration expenses and
award / decree etc., in respect of disputes together with HUDCO’s
administrative expenses and interest on amount spent by HUDCO
from its own fund have to be debited to this project because being an
agent there is no financial liability of the Company. Company’s above
contention recognizing it only as an agent and as such total ownership
rights and responsibilities are of Government of India and there is no
financial liability of the Company has been upheld by the opinion of
Shri GE Vahanvati as Solicitor General of India dated 12th April, 2005
and as Attorney General of India vide his opinion dated 19th August,
2009 wherein he has opined as under:-

and Law Minister of Government of India. Keeping in view this,
behalf and accounting them through above HUDCO AGP
Surplus Account. As on 31.3.2012, this account has a debit balance
of ` 204.87 crore which represents amounts paid by HUDCO on behalf
of government for the capital and revenue expenditures on above
project over and above the recoveries to this account and cumulative
interest on excess of expenditure over recoveries of ` 15.02 crore
(upto 31.3.2012) which includes prior period interest income
of ` 8.49 crore at the rate of 10.75% per year charged with reference
HUDCO’s Board decision in 459th meeting on aforesaid excess
F - 126
payment made by HUDCO, which is recoverable from the above
Ministry. The Ministry has been informed in specific of the above facts
and figures on various occasions through correspondence as also in
the meetings, however, any specific denial/confirmation from the
Ministry has not received yet. The Company in its aforesaid capacity of
agent to the Government of India is in possession of real estate
properties (9 guest houses blocks and hotel site) which command
much higher realizable market value sufficient to recover aforesaid
amount of ` 204.87 crore. The Ministry of Urban Development,
Government of India in recognition of above facts together with its
liability is taking effective steps to increase recovery into this account
by generating revenues by renting out the litigated properties etc.
MCD)was initially deposited by HUDCO with Municipal Corporation of
Delhi (MCD) on account of property tax of Andrews Ganj Project for
the period upto 4.7.1997, although there was no liability of payment of
property tax on HUDCO since the property belongs to Union of India.
The Hon’ble Supreme Court decided the case in favour of HUDCO as
such, the entire amount along with interest is recoverable from MCD.
Out of the above an amount of ` 11.46 crore has been refunded by
MCD on 3.10.2005 which has been adjusted against interest. No
demand has been raised by MCD for payment of property tax for the
period after 4.7.1997. As per opinion of Solicitor General of India no
property tax is payable by HUDCO on the land owned by Government
of India. Further, Contempt petition of HUDCO is pending against MCD
in Supreme Court. MCD vide their counter affidavit has pleaded a set
off of ` 27.92 crore towards payment of property tax beyond 4.7.1997
in their counter claims as against ` 25.06 crore (payable as on
30.6.2008) demanded by HUDCO. HUDCO has filed rejoinder affidavit
to the counter affidavit filed by MCD.
The matter was last listed on 13.7.2011 on which the Hon’ble Supreme
Court directed that both the parties being the statutory Government
Organizations and as the dispute is pending in Court for more than a
decade it is desirable to settle their dispute by way of an amicable
negotiation at the earliest by officials at the higher level for which the
court adjourned the matter.
Pursuant to the directions of the Hon’ble Court a joint meeting was

held on 1.3.2012 which was attended by top managerial level officials
of HUDCO and MCD. As decided in the meeting HUDCO vide its letter
dated 6.3.2012 to MoUD sought directions of MoUD for making up to
date payment of service charges, as payable by Government for other
Government properties. The directions of MoUD in the matter are still
awaited, a reminder letter has been sent on 14.6.2012 in order to
expedite the decision of MoUD in the matter.
The issue of payment of property tax was also followed up by MCD

with MOUD vide its letter dated 27.3.2012 for its directions to HUDCO
F - 127
to pay property tax (service charges) dues on Andrewsganj project to
MCD
The matter was listed on 27.4.2012, however MCD moved an

application for seeking adjournment, which was allowed by the court.
Now the matter will be listed in due course in Supreme Court.
started litigation regarding hotel site which is still continuing at the
appellate stage in the court of ADJ, Saket, New Delhi. Allotment in
favour of LHL was also cancelled due to non-payment of 3rd and final
installment by LHL on 12.7.1999 as per terms of allotment, 50 percent
of the amount deposited, by LHL was forfeited and balance amount of
` 67.53 crore was refunded to LHL after adjusting the overdue ground
rent and property tax dues. LHL, against this cancellation, sought
arbitration wherein the Learned Arbitrator has passed an award
directing the Company to refund the amount forfeited along with
interest. The award was upheld by the Single Bench of Hon’ble High
Court of Delhi and the amount of ` 89.78 crore, being balance principal
amount, was deposited by HUDCO in the Hon’ble High Court of Delhi
as per Court directions. The payment was made out of AGP Surplus
Account and has since been released by Hon’ble High Court of Delhi
to LHL. The Company’s appeal against the Order of Single Bench
before the Double Bench of Hon’ble High Court of Delhi was also
dismissed. The Company has filed SLP before the Hon’ble Supreme
Court against the orders of Double Bench. The Hon’ble Supreme
Court had admitted HUDCO’s SLP and stayed the recovery of interest
amount. However, the Hon’ble Supreme Court had directed the
Company to deposit 50% of the balance decreed amount consisting of
interest in the executing court i.e. Hon’ble High Court of Delhi. The
Company had accordingly deposited ` 59.61 crore in the Hon’ble High
Court of Delhi on 23.3.2006 out of HUDCO AGP Surplus Account and
amount has been released by the High Court to Leela Hotels on
furnishing of bank Guarantee on 12.10.2006. The case came up for
final arguments on 12.2.2008 before Supreme Court of India. The
Hon’ble Supreme Court of India upheld the award dated 25.6.2002
passed by the Justice R.S. Pathak (ex-Chief Justice of India) except
for the interest for pre-award period which has now been reduced by
Hon’ble Supreme Court of India from 20% p.a. to 18% p.a. and
dismissed the SLP filed by HUDCO.
LHL filed execution petition No. 48 of 2006 before High Court of Delhi.
HUDCO calculated the balance amount payable to LHL as
` 48.09 crore and filed an application before the Executing Court for
F - 128
Order on 12.5.2008. As per calculation of HUDCO, nothing was
payable after the last payment of ` 48.09 crore. The amount paid by
HUDCO was calculated by HUDCO by adjusting the amount first

(i.e. Executing Court) on 19.11.2008. High Court ordered that HUDCO
should make the payment by adjusting the amount paid first towards
interest then towards the principal and that HUDCO should make the
payment as per calculation of decree holder (i.e. LHL).
` 50.54 crore debiting the amount to Andrews Ganj Surplus Account
with execution court to avoid future liability.
` 89 crore paid by HUDCO be adjusted towards principal amount.

terms of Division Bench order dated 20.7.2009 is ` 107.91 crore.
Against the order of Division Bench Leela Hotels filed an SLP before
Supreme Court of India.
28.10.2009 had ordered that , the amount of ` 50.54 crore paid to the
decree holder (Leela Hotels) as per order dated 15.5.2009 to be
deposited by the decree holder in the Registry of this Court within a
period of five weeks from 28.10.2009. Thereafter, this Court would
consider the rival submissions advanced by both the parties including
the issue of interest payable by the decree holder to the Judgment
debtor (HUDCO) on the amount directed today to be refunded. As and
when the said amount is deposited by the decree holder, the Registry
is directed to make a short-term fixed deposit of 45 days.
After the Order of Executing Court dated 28.10.2009, M/s. Leela filed
of Division Bench of Delhi High Court.
Hon’ble Supreme Court delivered judgment on 15.11.2011 whereby it

has allowed the SLP filed by Leela Hotel Ltd. and set aside the
F - 129
Division Bench Order dated 20.7.2009 and the Order dated
19.11.2008 of the Ld. Single Judge which had directed HUDCO to
make payment to Leela hotels as per their calculations, is restored.
Thus HUDCO was required to make payment to Leela Hotels Ltd. as
per order of Single Judge. Thereafter, Leela Hotels Ltd. has filed
execution application in the Delhi High Court for recovery of ` 154.41
crore alongwith further interest @ 15% p.a. till date of payment.
A Review Petition was filed by HUDCO before the Hon’ble Supreme

Court of India on 15.12.2011 and the same has been dismissed
thereafter. HUDCO has made a payment of ` 146.76 crore on
22.2.2012 to Leela Hotels Ltd. debiting to AGP Surplus Account as per
its calculation and as per court order dated 25.1.2012 after obtaining
opinion of dealing counsel and Attorney General of India. Now the
execution petition is listed for further hearing on 30.7.2012. Final
payment by HUDCO shall be done after final order of the court
regarding calculation of concerned parties.

order, the application u/o. 39 R.4 stands disposed off. Further,
HUDCO to file affidavit in compliance of Order 11 Rule 12 seeking
discovery and production of documents. Admission and denial of
MSSEL documents have also been completed.
However, MSSEL has filed further documents for admission and denial
by HUDCO. Meanwhile MS Shoes east Ltd. has filed four Interim
Applications (IAs) viz. for day to day trial of the suit; for bringing on
record the additional documents; for striking off the defence and the
F - 130
last one is regarding some discrepancy in exhibiting the earlier
documents by HUDCO. Reply to the two applications regarding day to
day trial and for bringing on record the additional documents have
been filed by HUDCO in consultation with our dealing advocate.
MSSEL is required to file rejoinder to the replies to HUDCO.
Meanwhile, HUDCO has carried out the marking of exhibit of some
documents which were left out. The IA for this purpose has been
disposed off. For other IAs 3.9.2012 has been fixed by Joint Registrar
(High Court) for arguments. The matter before High court is also listed
on 2.7.2012 for arguments on the application u/o 23 Rule 1(4) filed by
HUDCO for rejection of plaint.

on 28.7.2005 in favour of APIL directing HUDCO to pay ` 8.84 crore
approximately ` 0.85 crore maintenance charges as billed by
Court, has deposited a sum of ` 7.99 crore in the Court out of HUDCO
AGP Surplus Account to save future interest liability which has since
been released to APIL by the court against the security of Bank
Guarantee. As per court order, HUDCO has filed the arbitral records.
Now 12.7.2012 has been fixed up for further proceedings.
October 1999. The amount of ` 3.93 crore deposited by APIL earlier
payment due w.e.f. from November 1999. Interest @ 7% p.a. for the
Court of Delhi. The Learned High Court on 10.5.2012 has set aside the
arbitration award dated 21.7.2006 and has further held that APIL was
liable to pay ground rent to HUDCO from date of possession of
shopping arcade (i.e. November, 1995). HUDCO has filed caveat in
the High Court as APIL may file appeal. Execution petition for recovery
will be filed soon.

F - 131
(b) The provision on loans as per NHB norms has increased by

` 352.19 crore during the year which stood at ` 977.97 crore as on
31.3.2012 (as against ` 625.78 crore as on 31.3.2011).
The Company has been making additional provision of NPA beyond

happenings such as change in policy of Government & Procedural
delays in repayment from Government agencies. The total NPA
provision made by Company is ` 1292.97 crore as on 31.3.2012
(against ` 1255.78 crore as on 31.3.2011).
(c) The default resolution package with M/s. Cochin International Airport
Ltd. (CIAL) was approved by HUDCO’s Board on 17.2.2012. The
payments as per default resolution package have been received from
CIAL as on 31.3.2012. As per default resolution package shares of
` 10 crore of CIAL were to be allotted to HUDCO. The equity share
allotment of shares of ` 10 crore (1 crore equity shares fully paid up of
CIAL of ` 10 each) of CIAL has been approved by Extra Ordinary
General Meeting of CIAL held on 31.3.2012. However, shares
certificates for above shares will be issued to HUDCO after submission
of joint compromise petition before the Subordinate Judge’s Court,
Ernakulam. Till the formalities for joint comprise petition are concluded,
the said amount of ` 10 crore being the value of equity shares has
been shown as loan to CIAL in the loan accounts book of HUDCO and
the necessary provision on the loan as per NHB norms has been made
thereon.
4) Housing Loans granted by the Company under HUDCO Niwas Scheme are
secured fully / partly by :
(a) Equitable Mortgage of the property and / or
(b) Undertaking to create security through execution of Tripartite

In addition to (a) & (b) above, the assignment of Life Insurance Policies,
pledge of National Saving Certificates, Fixed Deposits, etc. are also obtained
in certain cases.
F - 132
5) Utilization of Issue proceeds - Public Issue of Tax-free bonds :
As per the Shelf / Tranche prospectus, the funds of ` 4684.72 crore raised
through the Issue are to be utilized towards lending purposes, augmenting the
resource base of our Company and other operational requirements.
Accordingly, the position of utilization of issue proceeds transferred to
Company’s current account on 20.3.2012 is as under :
(` in crore)
(A) Total Issue proceeds – Secured Tax-free Bonds 4684.72
(B) Utilized towards lending purposes, augmenting the 3080.69
resource base of our Company and other operational
requirements during the period 20.03.2012 to 31.03.2012
(C) Pending utilization, balance amount invested temporarily 1604.03
in deposits with Banks


provident fund scheme additionally requires the Company to guarantee
from time to time. The fair value of the assets of the Provident Fund as
contribution plan. Accordingly on actuarial valuation of provident fund
the provision made in the previous year has been reversed by ` 5.21
crore at the end of the year as on 31.3.2012.
F - 133
(c) The summarized position of various defined benefit schemes recognised in
the Statement of Profit & Loss, Balance Sheet and the funded status are as
under:
(` in crore)
Medical Benefits
EL HPL
2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11
Expenses
b. Interest Cost 2.14 1.86 1.39 1.12 0.69 0.54 4.48 3.87
c. Past Service Cost 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d. Unrecognized Past service 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
cost
e. Expected return on plan assets (3.01) (2.59) N.A. N.A. N.A. N.A. N.A. N.A.
f. Actuarial (Gain) / Loss (0.68) 2.80 0.36 2.57 0.16 1.58 3.41 4.15
g. Recognised in the Statement of (0.09) 3.43 2.80 4.67 1.36 2.58 10.17 10.28
Profit & Loss.
at 31.3.2012
at 31.3.2012
b. Fair Value of plan assets as at 35.03 31.33 N.A. N.A. N.A. N.A. N.A. N.A.
31.3.2012
c. Liability / (Assets) recognised (6.46) * (4.32) * 18.53 17.64 9.40 8.61 71.84 63.17
in Balance Sheet
31.3.2011
Interest Cost 2.14 1.86 1.39 1.12 0.69 0.54 4.47 3.87
Past Service Cost 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Unrecognized Past service cost 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Actuarial (Gain) / Loss (0.80) 2.65 0.36 2.57 0.16 1.58 3.41 4.15
Benefits Paid (1.24) (1.60) (1.91) (1.12) (0.57) (0.66) (1.50) (1.55)
31.3.2012
Plan Assets
on 31.3.2011
Actuarial Gain / (Loss) (0.12) (0.16) N.A. N.A. N.A. N.A. N.A. N.A.
31.3.2012
Discount Rate (per annum) 8.65 8.30 8.65 8.30 8.65 8.30 8.65 8.30
Expected rate of returns on plan 9.40 9.40 N.A. N.A. N.A. N.A. N.A. N.A.
assets (p.a.)
Salary increase rate 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00
Government of India Securities, 0.00 0.00
Insurer
F - 134
Housing Finance Company’s agency wise exposure should not exceed
15% of its net owned funds.

“The Bank after taking into consideration the role envisaged for
HUDCO by the Ministry of Housing & Urban Poverty Alleviation, in
terms of the MOU signed between HUDCO and the Ministry, it has
been decided to grant permission to HUDCO for lending upto 50% of
its Net Owned Fund (NOF) to the Government Agencies (under
individual borrower exposure) only for housing and housing related
infrastructure and upto 100% of its NOF to the individual State
Governments (under group exposure). However, the above permission
will not be applicable in respect of HUDCO’s lending to builders and
private parties, and cooperatives, in respect of whom, the extant

No.498 held on19.3.2012 approved the categorization of projects as
(iv) The Company is complying with National Housing Bank’s credit

agencies the said norms have been relaxed to HUDCO by NHB vide
above and these have been complied with except in two cases.


F - 135
12) The Company makes full provision on doubtful debtors / receivables and
13) The Company has proposed final dividend of ` 140.01 crore at the rate of
` 69.94 per share of ` 1000 each, which is payable to Government of India,
subject to approval of same by shareholders in annual general meeting.

leases for office premises. These leasing arrangements which are
not non-cancelable range between 1 and 30 years generally, or longer, and
are usually renewable by mutual consent on mutually agreeable terms. The
aggregate lease rentals payable are charged as Office Rent under Note
No. A-22 of the Statement of Profit & Loss. Further, there is no financial lease
as Company’s leasing arrangements does not transfer substantially all other
(` in crore)
Particulars 2011-2012 2010-2011
Expenditure
b) Others 0.00 0.00
Earnings

31.3.2012 31.3.2011
F - 136

Loans : (` in crore)
Standard (considered good) 5,863.30 5,403.79 41.52 9.84
Doubtful Assets 50.00 245.00
362.63 380.76 326.86 173.13
Loss Assets 30.14 67.48 30.14 67.48
Total 6,299.84 5,932.93 405.09 258.54 50.00 245.00

Loans : (` in crore)
265.00 385.00
Doubtful Assets 574.86 440.70 416.17 196.02
Loss Assets 3.77 96.88 3.77 96.88
Total 17,483.21 15,264.90 572.88 367.24 265.00 385.00
Grand Total (1) + (2) 23,783.05 21,197.83 977.97 625.78 315.00 630.00
(3) Investments: (` in crore)

Equity Shares 4.97 4.97 3.00 3.00
Equity Shares - Joint Venture 2.40 2.40 0.39 0.39
Bonds 1,220.00 1,295.00 0.00 0.00
Total 1,227.37 1,302.37 3.39 3.39
F - 137
18) The Chairman and Managing Director and Whole time Directors are entitled
to use staff car for private use upto 1,000 km. per month against payment of
`. 520/- per month.
(a) Joint Ventures

No.
1. Shri V P Baligar, Chairman & Managing Director
(from 11.4.2011 )
2. Shri T. Prabakaran Director (Finance)
(from 29.12.2004 to 29.9.2011)

(` in crore)
Ltd. Ltd.
Investments
Balance as at 31.3.2011 2.00 0.13 0.26 0.013 2.403
Additions during the year 0.00 0.00 0.00 0.00 0.00
Balance as at 31.3.2012 2.00 0.13 0.26 0.013 2.403
Repayment of staff loan and interest of ` NIL (Previous Year

` 0.007 crore of Ex-CMD Sh. K. L. Dhingra) to the Company .
` in crore)
(`
Particulars Shri V P Baligar, Shri T. Prabakaran, Shri S. K. Tripathi, Shri K. L. Dhingra,
CMD DF Ex-DCP Ex-CMD
2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11
Salaries 0.149 0.000 0.074 0.137 0.005 0.087 0.000 0.003
Contribution to PF 0.000 0.000 0.009 0.018 0.000 0.000 0.000 0.002
Perquisites and
0.020 0.000 0.033 0.312 0.049 0.012 0.000 0.000
other allowances
Total 0.169 0.000 0.116 0.467 0.054 0.099 0.000 0.005
F - 138
equity ownership
(` in crore)
Ltd. controlled
entity
Ltd. controlled
entity
Total 2.403
F - 139
(` in lakhs)
Development Ltd. Development Ltd. Ltd.
Un audited Audited as Un audited Audited as Un audited as Audited as Un audited Audited as
Year ending as at at as at at 31.3.2011 at 31.3.2012 at 31.3.2011 as at at 31.3.2011
31.3.2012 31.3.2011 31.3.2012 31.3.2012
Fixed Assets 0.79 1.11 6.84 7.02 0.00 0.00 0.07 0.08
Investments 120.00 120.00 63.55 63.55 0.00 0.00 0.00 0.00
Deferred Tax 0.28 0.15 0.00 0.00 0.00 0.00 0.00 0.00
Assets
Current Assets, 165.89 132.71 0.18 0.18 11.52 10.53 24.46 22.57
Loans and
Advances
Statement of 0.00 0.00 19.54 16.99 0.00 0.00 0.00 0.00
Profit & Loss
(Debit Balance)
Share of Total 286.96 253.97 90.11 87.74 11.52 10.53 24.53 22.65
Assets
Reserves & 12.91 12.84 0.00 0.00 -14.52 -15.51 8.95 6.45
Surplus
Current 74.04 41.13 8.06 5.74 0.04 0.04 14.26 14.89
Liabilities and
Provisions
Loans Funds 0.00 0.00 69.05 69.00 0.00 0.00 0.00 0.00
Deferred Tax 0.00 0.00 0.00 0.00 0.00 0.00 0.02 0.01
Liabilities
Share of Total 74.04 41.13 77.11 74.74 0.04 0.04 14.28 14.90
Liabilities
(excluding
Reserves &
Surplus)
Operations 66.48 93.00 0.00 0.00 0.27 0.00 23.73 19.26
Income
Other Income 0.12 0.02 0.00 3.10 0.82 0.61 0.07 0.05
Total Income 66.60 93.02 0.00 3.10 1.10 0.61 23.80 19.31
Share of 66.30 89.99 2.55 3.01 0.11 0.09 21.00 16.65
Expenses
in contingent
liability of JV
Co.
liability for
jointly
controlled
Company
incurred by
HUDCO
Commitment
F - 140
Particulars 31.3.2012 31.3.2011

i) CRAR (%) 31.37 39.81
iii) CRAR - Tier II Capital (%) 0.00 0.00
(` in crore)
Category 2011-2012 2010-2011
a) Direct exposure
residential property that is or will be
occupied by the borrower or that is rented;
(Individual housing loans more
than `15 lakh)
residential property that is or will be
occupied by the borrower or that is rented;
(Individual housing loans up to ` 15 lakh)
Total 253.64 296.58
Lending secured by mortgages on 5723.29 5947.38
commercial real estates (office buildings,
retail space, multipurpose commercial
premises, multi-family residential buildings,
multi-tenanted commercial premises,
industrial or warehouse space, hotels, land
acquisition, development and construction,
based (NFB) limits;
(iii) Investments in Mortgage Backed Securities 0.00 0.00
(a) Residential 0.00 0.00
(b) Commercial Real Estate 0.00 0.00
Fund based and non-fund based exposures on 0.00 0.00
National Housing Bank (NHB) and Housing
Finance Companies (HFCs)
F - 141
(` in crore)
month) months
Liabilities
Borrowings 1357.84 29.92 175.72 553.51 934.13 2451.37 631.44 0.00 0.00 0.00 6133.93
from banks
Market 120.78 1055.76 219.83 96.36 1696.75 2415.66 2604.73 238.11 404.51 3836.05 12688.54
Borrowings
Assets
Advances 59.35 544.42 298.15 943.08 1856.74 6620.68 4459.74 2962.44 2815.80 1929.69 22490.09
Investments 0.00 0.00 0.00 0.00 410.00 140.00 200.00 200.00 270.00 3.98 1223.98
22) (a) Till the year ended 31st March 2011, the Company was using pre-
revised Schedule VI to the Companies Act 1956, for preparation and
presentation of its financial statements. During the year ended
31st March 2012, the revised Schedule VI notified under the
Companies Act 1956, has become applicable to the Company. The
adoption of revised Schedule VI does not impact recognition and
measurement principles followed for preparation of financial
statements. However, it has significant impact on presentation and
disclosures made in the financial statements. Consequently, the
Company has reclassified previous year figures to conform to this
year’s classification.
F - 142
SCHEDULE- T
NOTES FORMING PART OF THE ACCOUNTS
1) Contingent Liabilities not provided for :
(Rs. in crore)
2010-2011 2009-2010
A Claims of Contractors not acknowledged as 9.16 10.32
debts
B Demand (including penalty) on account of 31.61 28.99
C Disputed Income tax and Interest tax demands 276.29 256.31
The Company has paid Rs.229.67 crore
(previous year Rs. 223.88 crore ) under
protest
D Disputed Service tax demands against which 4.95 4.15
has paid Rs. 0.25 crore (previous year
Rs. 0.04 crore ) under protest
E Counter claims of various parties for damages 0.39 142.51
F Estimated amount of commitments remaining 18.13 15.89
to be executed on capital account
cancellation of allotment etc. As such, liability whenever ascertained /
finalised shall be met out of AGP project surplus funds.
of the then Ministry of Urban Affairs (MOUA). As per perpetual lease
deed, the Company is liable to make available net resources from the
development and disposal of properties of the project to the Ministry
and accordingly the Company was paying interest on net resources
generated on the project upto 3.11.2004 and thereafter a separate
no lien account has been opened under the name of HUDCO AGP
Surplus Account into which the surplus lying to their credit had been
deposited and interest accrued / earned on no lien account is being
credited to that account. MOUD has intimated that the Company
cannot pass on the financial liability to the Government on account
of disputes. However, the Company has represented that as per
F - 143
perpetual lease deed, the Company is liable to make available "net
resources generated" from the development and disposal of properties
of the project to the Ministry which means that all out-goings on the
project including those on litigation & arbitration expenses and award /
decree etc., in respect of disputes have to be debited to this project
and as such there is no liability of the Company.
(c) An amount of Rs. 17.98 crore was initially deposited with Municipal
Corporation of Delhi (MCD) on account of property tax of Andrews
Ganj Project for the period upto 4.7.1997 i.e. upto the execution of
perpetual lease deed although there was no liability of property tax on
HUDCO. The Hon’ble Supreme Court decided in favour of HUDCO
and the entire amount of Rs.17.98 crore along with interest amounting
to Rs. 24.47 crore is recoverable from MCD upto 31.3.2011, out of
which an amount of Rs. 11.46 crore has been refunded by MCD on
3.10.2005 which has been adjusted against interest. No demand has
been raised by MCD for payment of property tax for the period
after 4.7.1997. In case of any demand from MCD after 4.7.1997, the
same will be met out of the AGP Surplus Account. Moreover as per
opinion of Solicitor General of India no property tax is payable on the
land owned by Government of India. Further, HUDCO filed Contempt
petition against MCD in Supreme Court. MCD vide their counter
affidavit has pleaded a set off of Rs. 27.92 crore as against
Rs. 25.06 crore (payable as on 30.6.2008) demanded by HUDCO.
HUDCO has filed rejoinder affidavit to the counter affidavit filed by
MCD. The matter is now fixed for final hearing on 13.7.2011.
(LHL) erstwhile (M/s. Leela Hotel and Convention Center) now known
as Hotel Leela Venture Ltd. subject to the final outcome of the decision
of Hon’ble Additional District Judge on the suit filed by MSSEL. At
present, the matter is sub-judice before Tis Hazari Court, Delhi. The
possession of the hotel site and car parking space, which was handed
over to LHL, has been taken back by the Company because of
cancellation as per allotment terms due to non-payment of 3rd and final
installment by LHL. On 12.7.1999, 50 percent of the amount deposited,
by LHL was forfeited and balance amount of Rs. 67.53 crore was
refunded to LHL after adjusting the overdue ground rent and property
tax dues. LHL, against this cancellation, sought arbitration wherein
the Learned Arbitrator has passed an award directing the Company
to refund the amount forfeited along with interest. The award has been
upheld by the Single Bench of Hon’ble High Court of Delhi and the
amount of Rs. 89.78 crore, being balance principal amount, was
F - 144
deposited by HUDCO in the Hon’ble High Court of Delhi as per Court
directions. The payment was made out of AGP Surplus and has since
been released by Hon’ble High Court of Delhi to LHL. The Company’s
appeal against the Order of Single Bench before the Double Bench of
Hon’ble High Court of Delhi has also been dismissed. The Company
has filed SLP before the Hon’ble Supreme Court against the orders of
Double Bench. The Hon’ble Supreme Court has admitted HUDCO’s
SLP and has stayed the recovery of interest amount. However, the
Hon’ble Supreme Court has directed the Company to deposit 50% of
the balance decreed amount consisting of interest in the executing
court i.e. Hon’ble High Court of Delhi. The Company has accordingly
deposited Rs. 59.61 crore in the Hon’ble High Court of Delhi on
23.3.2006 out of HUDCO AGP Surplus Account and amount has been
released by the High Court to Leela Hotels on furnishing of bank
Guarantee on 12.10.2006. The case came up for final arguments on
12.2.2008 before Supreme Court of India. The Hon’ble Supreme Court
of India upheld the award dated 25.6.2002 passed by the
Justice R.S. Pathak (ex-Chief Justice of India) except for the interest
for pre-award period which has now been reduced by Hon’ble
Supreme Court of India from 20% p.a. to 18% p.a. and dismissed the
SLP filed by HUDCO.
LHL has filed execution petition No. 48 of 2006 before High Court of
Delhi. HUDCO calculated the balance amount payable to LHL as
Rs. 48.09 crore and filed an application before the Executing Court for
Order on 12.5.2008. As per calculation of HUDCO, nothing remains
payable after the last payment of Rs. 48.09 crore. The amount paid by
HUDCO has been calculated by HUDCO by adjusting the amount first

(i.e. Executing Court) on 19.11.2008. High Court has ordered that
HUDCO should make the payment by adjusting the amount paid
towards interest first then towards the principal and that HUDCO
should make the payment as per calculation of decree holder
(i.e. LHL).
Rs. 50.54 crore with execution court with the approval of competent
authority to avoid future liability.
F - 145
Rs. 89 crore paid by HUDCO be adjusted towards principal amount.

terms of Division Bench order dated 20.7.2009 is Rs. 107.91 crore.
Against the order of Division Bench Leela Hotels has filed an SLP
before Supreme court of India.
28.10.2009 had ordered that , the amount of Rs. 50.54 crore paid to
the decree holder (Leela Hotels) as per order dated 15.5.2009 to be
deposited by the decree holder in the Registry of this Court within a
period of five weeks from 28.10.2009. Thereafter, this Court would
consider the rival submissions advanced by both the parties including
the issue of interest payable by the decree holder to the Judgment
debtor (HUDCO) on the amount directed today to be refunded. As and
when the said amount is deposited by the decree holder, the Registry
is directed to make a short-term fixed deposit of 45 days.
After the Order of Executing Court dated 28.10.2009, M/s. Leela filed
of Division Bench of Delhi High Court. The SLP is coming up for final
disposal on 12.7.2011. The Delhi High Court has stayed the execution
proceedings sine die keeping in view the pendency of aforesaid SLP.

F - 146
order, the application u/o. 39 R.4 stands disposed off. Further, HUDCO
to file affidavit in compliance of Order 11 Rule 12 seeking discovery
and production of documents within 6 weeks. Parties are directed to
file original documents if any, within 4 weeks. The applications of
HUDCO are fixed for hearing on 29.7.2011 before Delhi High Court.
The Admission / Denial of the documents in person by the officers of
HUDCO are to be done before Joint registrar Delhi High Court on
25.8.2011.

on 28.7.2005 in favour of APIL directing HUDCO to pay Rs. 8.84 crore
approximately Rs. 0.85 crore maintenance charges as billed by
Court, has deposited a sum of Rs. 7.99 crore in the Court out of
HUDCO AGP Surplus Account to save future interest liability which
has since been released to APIL by the court against the security of
Bank Guarantee. The Other miscellaneous petition of HUDCO will be
listed as a regular matter and will come up for hearing in due course of
time.
October 1999. The amount of Rs. 3.93 crore deposited by APIL earlier
payment due w.e.f from November 1999. Interest @ 7% p.a. for the
Court of Delhi. Further, the Hon’ble High Court of Delhi has directed
APIL to pay the overdue Ground Rent from October 1999 to
October 2003 in 24 monthly installments starting from
September 2005. APIL has paid the same monthly installment of
Rs. 0.49 crore and same has been deposited with L&DO as per lease
conditions. HUDCO has again filed the Company Petition
u/s. 433 & 434 of the Companies Act against APIL for winding up
before the Hon’ble High Court of Delhi due to non-payment of Ground
Rent and interest thereof by APIL from October, 2003 onwards.
Company Petition has been filed in May, 2006. HUDCO’s Advocate
has filed written synopsis in the matter. Pleadings are complete in the
F - 147
matter. Now the Company Petition u/s. 433 & 434 of Companies Act
filed by HUDCO is coming up for final disposal on 4.7.2011.
3) Debentures / Bonds / PDS aggregating to Rs. 29.60 crore towards interest

and principal (Previous Year Rs. 32.84 crore) were due and unclaimed as
on 31.3.2011. During the year no unclaimed amount which is required to be
transferred to “Investor Education and Protection Fund” after completion of
statutory period of seven years is due for transfer (Previous Year also Rs. NIL
crore). However, an old amount of Rs. 1.13 crore which is required to be
transferred after completion of statutory period of seven years has also not
been transferred due to the instructions of the Judiciary.

(b) The NPA provision as per NHB norms has been reduced by
Rs. 2.21 crore during the year which stood at Rs. 625.78 crore as on
31.3.2011 (as against Rs. 627.99 crore as on 31.3.2010).
During the year the Company has made an additional provision

of Rs. 30 crore resulting in cumulative additional provisioning of
Rs. 630 crore (Previous Year Rs. 600 crore) over and above NHB
Norms. The additional provision is considered prudent keeping in view
the unforeseen events & happenings such as change in policy of
Government & Procedural delays in repayment from Government
agencies.
The total NPA provision made by Company is Rs. 1255.78 crore as on

31.3.2011 (against Rs. 1227.99 crore as on 31.3.2010).
(c) At the instance of Government of Kerala the Company had granted a

Default Resolution Package to M/s. Cochin International Airport Ltd.
(CIAL) and entered into an package loan agreement dated 7.3.2003,
according to which, CIAL had agreed to allot equity shares
of Rs. 52 crore (being 26% of equity share capital of CIAL) at par
value of Rs. 10/- per equity share. CIAL instead of allotting the shares
of Rs. 52 crore sent repayment of the entire balance loan together with
interest upto 15.9.2004 vide its letter dated 16.9.2004 amounting to
Rs. 63.49 crore as per their calculation, which was not accepted by the
Company.
Since the CIAL did not agree to the Company’s demand of allotting
equity shares worth Rs. 52 crore (equivalent to 26% of the capital at
par) to the Company, the Company filed a case before Debt Recovery
Tribunal (DRT) at New Delhi. Stay has been obtained as an interim
order dated 27.4.2006 restraining CIAL from creating any third party
F - 148
interest in Rs. 52 crore worth, 26% of the CIAL equity shares agreed to
be issued to the Company. Against this, the agency has filed two
interim applications before DRT, Delhi challenging the jurisdiction of
DRT, Delhi and getting the stay vacated. CIAL has also deposited an
amount of Rs. 73.31 crore with Registrar, DRT-I Delhi Account
indicating the same as their liability as per their calculations. However,
the Company has not withdrawn the money. Interim Application for
jurisdiction was dismissed in HUDCO’s favour in 2008. Against the
dismissal of jurisdiction petition agency has filed writ petition before
High Court, Delhi wherein the Hon’ble High Court vide order dated
23.12.2009 has disposed off the Writ Petition against HUDCO.
Aggrieved by the Order of Hon’ble Division Bench of Delhi High Court,
HUDCO preferred SLP (No. 3836 / 2010) before Hon’ble Supreme
Court thereby challenging the said order of Delhi High Court mainly on
the ground that the High Court has not considered the Law laid down
by the Apex Court i.e. the definition of “debt” shall be taken in its widest
amplitude to mean any liability. However, the Hon’ble Supreme Court
has not admitted the aforesaid SLP filed by HUDCO.
Upon dismissal of SLP by Hon’ble Supreme Court, HUDCO, as per the

legal advice has now filed the Review Application before High Court of
Delhi on 15.3.2010 in Civil Writ Petition No. 6531 / 2008 with prayers
to review/modify the judgment/order dated 23.12.2009 to the extent
that prayer 6(b) and 6(c) regarding alternate prayer for money decree
of Rs. 780 crore being the market value of the shares and money
decree of Rs. 2.28 crore being the balance loan dues respectively and
other prayers made in OA No. 10 / 2006 will remain pending and be
adjudicated by DRT, Delhi in accordance with law and also direct the
DRT, Delhi to immediately pay / release the aforesaid balance loan
amount of Rs. 2.28 crore alongwith further interest thereon out of the
amount lying deposited by CIAL with DRT, Delhi.
The aforesaid Review Application came up for hearing on 23.7.2010,

after hearing the arguments of both sides the Hon’ble bench reserved
its judgement which is still pending.
In view of the limitation aspect, a Civil Suit for specific performance of

contract for issuing shares etc has been filed by HUDCO against CIAL
on 30.10.2010 before the Hon’ble Principal Sub-Court, Ernakulam.
HUDCO’s Interim Application for obtaining an injunction against CIAL
alienating the shares, has been allowed. The Hon’ble Court disposed
off the IA No 46/2011 filed by CIAL on limitation aspect, upholding that
the suit filed by HUDCO is not barred by limitation. Aggrieved by this
decision of the Sub-Court, CIAL has filed Writ Petition in the High Court
of Kerala and accordingly, the proceedings before the Civil Court has
been stayed till 04.07.2011.
The matter is being followed up with State Government and CIAL for
issue of equity shares pending which the total outstanding as on
31.3.2011 is being shown against CIAL as a loan till allotment of
F - 149
shares by CIAL to the Company to the extent of Rs. 52 crore
(equivalent to 26% of the equity capital of CIAL) during intrequnum
period.
Till the conclusion of the DRT Delhi proceedings the loan has been
classified as NPA and necessary provision has been made as per NHB
norms.
5) Housing Loans granted by the Company under HUDCO Niwas Scheme are
secured fully / partly by :
(a) Equitable Mortgage of the property and / or
(b) Undertaking to create security through execution of Tripartite

In addition to (a) & (b) above, the assignment of Life Insurance Policies,
pledge of National Saving Certificates, Fixed Deposits, etc. are also obtained
in certain cases.
6) The Company has continued the practice of restating monetary assets /

liabilities in foreign currency at the exchange rate (RBI reference rate) as on
the date of Balance Sheet. Accordingly a foreign currency fluctuation loss of
on account of interest payments / provision as on 31.3.2011 is Rs. 9.61 crore
(Actual loss Rs. 3.08 crore and notional loss of Rs. 6.53 crore).
In the previous year there was a Foreign currency fluctuation profit of
Rs. 75.16 crore (Actual Rs. 38.84 crore and notional Rs. 36.32 crore).


rate of interest on contribution to the members of the trust. The fair
value of the assets of the Provident Fund including the returns of the
assets thereof, as at 31.3.2011 is less than the obligation under the
defined contribution plan. Accordingly a provision of Rs. 13.94 crore on
actuarial valuation of Provident Fund has been made as at the year
end since the provident fund scheme additionally requires the
Company to guarantee the payment of interest at rates notified by the
Central Government from time to time.
F - 150
(c) The summarized position of various defined benefit schemes recognised in the
Profit & Loss Account, Balance Sheet and the funded status are as under:
(Rs. in crore)
Medical Benefits
EL HPL
2010-11 2009-10 2010-11 2009-10 2010-11 2009-10 2010-11 2009-10
Expenses
b. Interest Cost 1.86 1.16 1.12 0.56 0.54 0.28 3.87 3.93
d. Expected return on plan (2.59) (1.74) N.A. N.A. N.A. N.A. N.A. N.A.
assets
e. Actuarial (Gain) / Loss 2.80 4.62 2.57 5.79 1.58 2.38 4.15 (8.18)
f. Recognised in the P&L A/c. 3.43 5.02 4.67 6.95 2.58 2.94 10.28 (1.34)
recognised in Balance
Sheet as at 31.3.2011
a. Present value of Obligation 27.01 22.75 17.64 14.09 8.61 6.69 63.17 54.45
as at 31.3.2011
b. Fair Value of plan assets 31.33 26.17 N.A. N.A. N.A. N.A. N.A. N.A.
as at 31.3.2011
c. Liability/ (Assets) (4.32) * (3.42) 17.64 14.09 8.61 6.69 63.17 54.45
recognised in Balance Sheet
3. Change in present value
of obligation as on
31.3.2011
Present Value of obligation as 22.75 16.63 14.09 8.84 6.69 4.19 54.45 56.56
at 31.3.2010
Interest Cost 1.86 1.16 1.12 0.56 0.54 0.28 3.87 3.93
Actuarial (Gain) / Loss 2.65 4.04 2.57 5.79 1.58 2.38 4.15 (8.18)
Benefits Paid (1.60) (0.06) (1.12) (1.70) (0.66) (0.44) (1.55) (0.78)
Present Value of obligation as 27.01 22.75 17.64 14.09 8.61 6.69 63.17 54.45
at 31.3.2011
4. Change in the Fair Value
of Plan Assets
Present value of plan assets 26.17 11.91 N.A. N.A. N.A. N.A. N.A. N.A.
as on 31.3.2010
Actual return on Plan Assets 2.43 1.16 N.A. N.A. N.A. N.A. N.A. N.A.
Fair Value of Plan Assets as 31.33 26.17 N.A. N.A. N.A. N.A. N.A. N.A.
at 31.3.2011
Discount Rate (per annum) 8.30 8.30 8.30 8.30 8.30 8.30 8.30 8.30
Expected rate of returns on 9.40 9.40 N.A. N.A. N.A. N.A. N.A. N.A.
plan assets (p.a.)
Salary increase rate 8.00 8.00 8.00 8.00 8.00 8.00 8.00 8.00
6. Details of the Plan Assets
at cost as on 31.3.2011
Government of India - -
Securities, Corporate Bonds
etc.
Insurer
F - 151
* The Assets of Rs. 4.32 crore on Gratuity has not been recognised in the Balance
Sheet, since the fair value of plan assets is more than the present value of defined
benefit obligations as on 31.3.2011.
8) The Company is complying with NHB’s credit concentration norms in respect

of private sector agencies. However, the Company is not able to comply with
National Housing Bank’s credit concentration norms in respect of lending to
some State Government / Government Agencies, which state that a Housing
Finance Company’s agency wise exposure should not exceed 15% of its net
owned funds.
Further, NHB vide its letter No. NHB/ND/HFC/DRS/3792/2011 dated 5.4.2011

has given relaxation from credit concentration norms which is reproduced as
under:
“The Bank after taking into consideration the role envisaged for HUDCO by
the Ministry of Housing & Urban Poverty Alleviation, in terms of the MOU
signed between HUDCO and the Ministry, it has been decided to grant
permission to HUDCO for lending upto 50% of its Net Owned Fund (NOF) to
the Government Agencies (under individual borrower exposure) only for
housing and housing related infrastructure and upto 100% of its NOF to the
individual State Governments (under group exposure). However, the above
permission will not be applicable in respect of HUDCO’s lending to builders
and private parties, and cooperatives, in respect of whom, the extant



13) The Company makes provision on doubtful debtors and advances which are
outstanding for more than three years.
F - 152
14) During the year the buildings situated at Bhikaji Cama Place, New Delhi
which were earlier shown as work completed under the head “Current Assets”
have been capitalized, due to that Company has provided depreciation
of Rs. 9.61 crore effective from 2002-2003.
15) The Board vide their meeting held on 22.2.2010 has approved a special
non – lapsable budget of 3% of the net profit for the year 2009-2010 which
would be used for Corporate Governance Social Responsibility (CSR)
activities. The Company would maintain a Memorandum Account for the
CSR budget and expenses thereon. The Company has incurred an
expenditure of Rs. 4.99 crore on CSR activities till 31.3.2011 out of budget of
Rs. 14.86 crore.

leases for office premises. These leasing arrangements which are not
non-cancelable range between 1 and 30 years generally, or longer, and are
usually renewable by mutual consent on mutually agreeable terms. The
aggregate lease rentals payable are charged as Office Rent under
Schedule-Q of the Profit & Loss Account. Further there is no financial lease as
Company’s leasing arrangements does not transfer substantially all other
(Rs. in crore)
Particulars 2010-2011 2009-2010
Expenditure
b) Others - -
Earnings

31.3.2011 31.3.2010
Net Profit for the year attributable to equity shareholders 550.03 495.31
(Rs. in crore) (a)
Basic / Diluted Earning Per Share of Rs. 1000/- each 274.75 247.42
(Rs.) (a / b)
F - 153
19) Deferred Tax Assets / Liabilities :
The deferred tax Assets / Liabilities as on 31.3.2011 comprise of the

following:-
(Rs. in crore)
Particulars As at During As at
31.3.2010 the Year 31.3.2011
Provision on investment 1.13 (0.03) 1.10
Provision for Debtors 0.11 0.45 0.56
Provision on Loans 407.94 (0.44) 407.50
Provision on Jabalpur Earthquake 1.66 (0.04) 1.62
Provision for staff loans 0.03 - 0.03
Provision on advances 0.15 - 0.15
Provision for leave encashment 6.90 1.62 8.52
Provision for retirement benefit 18.09 2.41 20.50
Provision for Welfare Expenses 0.08 - 0.08
Provision for LTC 4.86 (1.15) 3.71
Provision for PF Contribution - 4.52 4.52
43 B Interest Disallowed in current year and claimed in 9.03 (0.21) 8.82
subsequent years
Total Assets (A) 449.98 7.13 457.11
Depreciation 5.73 (2.02) 3.71

Special Reserve u/s 36(1)(viii) of Income Tax Act 681.61 53.64 735.25
Total Liabilities (B) 687.34 51.62 738.96
Net deferred tax assets / (liabilities) (A) - (B) (237.36) (44.49) (281.85)
F - 154

Loans : (Rs. in crore)
Standard (considered good) 5,403.79 5,739.21 9.84 -
Doubtful Assets 245.00 450.00
380.76 422.07 173.13 182.94
Loss Assets 67.48 77.99 67.48 77.99
Total 5,932.93 6,335.56 258.54 270.56 245.00 450.00

Loans :
385.00 150.00
Doubtful Assets 440.70 507.06 196.02 232.11
Loss Assets 96.88 60.44 96.88 60.44
Total 15,264.90 13,940.96 367.24 357.43 385.00 150.00
21,197.83 20,276.52 625.78 627.99 630.00 600.00
Grand Total (1) + (2)
(3) Investments:
As at 31st As at 31 st st
As at 31 March 2011 As at 31st March 2010
Equity Shares 4.97 4.97 3.00 3.00

Equity Shares - Joint Venture 2.41 2.41 0.39 0.39
Bonds 1,295.00 1520.00 - -
Total 1,302.38 1,527.38 3.39 3.39
21) The Chairman and Managing Director and Whole time Directors are entitled to
use staff car for private use upto 1,000 km. per month against payment of
Rs. 520/- per month.
F - 155
(a) Joint Ventures

No.
1. Shri K. L. Dhingra Chairman & Managing Director
(from 24.9.2007 upto 7.4.2010)
2 Shri T. Prabakaran Director (Finance) (Whole time Director)
(from 29.12.2004)

(Rs. in crore)
Ltd. Ltd.
Investments
Balance as at 31.3.2010 2.00 0.13 0.26 0.013 2.403
Balance as at 31.3.2011 2.00 0.13 0.26 0.013 2.403
Repayment of staff loan and interest of Rs. 0.007 crore (Previous Year
Rs. 0.003 crore) to the Company by Sh. K. L. Dhingra, Chairman &
Managing Director.
F - 156
equity ownership
(Rs. in crore)
Ltd. controlled
entity
Ltd. controlled
entity
Total 2.403
F - 157
(Rs. in crore)
Shristi Urban Pragati Social MCM Infrastructure Signa Infrastructure
Infrastructure Infrastructure & Pvt. Ltd. India Ltd.
Development Ltd. Development Ltd.
Year ending Un Audited Un Audited Un Audited Un Audited
audited as at audited as at audited as at audited as at
as at 31.3.2010 as at 31.3.2010 as at 31.3.2010 as at 31.3.2010
31.3.2011 31.3.2011 31.3.2011 31.3.2011
Fixed 0.01 0.01 0.07 0.07 - - -* -
Assets
Investments 1.20 1.20 0.63 5.87 0.10 0.09 0.00 0.00
Deferred -* -* - - - - - -
Tax Assets
Current 1.33 1.43 -* -* -* 0.02 0.23 0.18
Assets,
Loans and
Advances
Profit & - - 0.40 0.17 0.16 0.16 - -
Loss
Account
(Debit
Balance)
Share of 2.54 2.64 1.10 6.11 0.26 0.26 0.23 0.18
Total Assets
Reserves & 0.13 0.10 - - - - 0.06 0.04

Surplus
Current 0.28 0.56 0.28 0.04 -* -* 0.15 0.13

Liabilities
and
Provisions
Loans 0.13 - 0.69 5.95 - - - -
Funds
Deferred - - - - - - -* -*
Tax
Liabilities
Share of 0.41 0.56 0.97 5.98 - - 0.15 0.13

Total
Liabilities
(excluding
Reserves &
Surplus)
Operations 0.93 0.87 - - - - 0.19 0.15

Income
Other -* -* 2.16 -* 0.01 0.01 - -
Income
Total 0.93 0.87 2.16 -* 0.01 0.01 0.19 0.15
Income
Share of 0.90 0.84 2.39 0.03 -* -* 0.17 0.13

Expenses
HUDCO’s Not NA Not NA Not NA Not NA
share in available available available available
contingent
liability of
JV Co.
Contingent Not Nil Not Nil Not Nil Not Nil
liability for available available available available
jointly
controlled
Company
incurred by
HUDCO
Capital Not Nil Not Nil Not Nil Not Nil
Commitment available available available available
* Negligible Amount.
F - 158
F - 159
Particulars 31.3.2011 31.3.2010

i) CRAR (%) 39.81 42.33
iii) CRAR - Tier II Capital (%) - 0.81
(Rs. in crore)
Category Current Previous
Year Year
a) Direct exposure
residential property that is or will be occupied
by the borrower or that is rented; (Individual
housing loans more than Rs. 0.15 crore)
residential property that is or will be occupied
by the borrower or that is rented; (Individual
housing loans up to Rs. 0.15 crore)
Total 858.78 991.84
multipurpose commercial premises, multi-
family residential buildings, multi-tenanted
commercial premises, industrial or warehouse
space, hotels, land acquisition, development
and construction, etc.). Exposure would also
include non-fund based (NFB) limits;
(iii) Investments in Mortgage Backed Securities - -
(a) Residential - -
b) Indirect Exposure - -
Fund based and non-fund based exposures on - -
Companies (HFCs)
F - 160
(Rs. in crore)
month) months
Liabilities
Borrowings 274.75 37.00 186.93 436.40 1,262.12 3,474.38 934.06 118.88 139.97 177.11 7,041.60
from banks
Market 81.37 93.54 114.94 1,026.45 1,710.16 3,486.42 1,374.45 719.73 44.83 85.17 8,737.06
Borrowings
Assets
Advances 133.95 639.97 231.84 913.54 2,527.77 6,080.66 4,549.76 2,343.69 1,994.13 1,049.28 20,464.59 *
Investments - - - - 75.00 470.00 280.00 200.00 270.00 3.98 1,298.98
* Including KfW loans amounting to Rs. 7.92 crore and excluding default
principal of Rs. 741.16 crore.
25) (a) Figures of the previous year have been regrouped / rearranged
wherever necessary to make them comparable with figures for the
current year.
(b) Figures in rupees have been rounded off to thousands without

decimals except where specifically indicated.
F - 161
Annexure VI
RELATED PARTY DISCLOSURE:
(a) Name of Joint Ventures
S. No. 2014-2015 2013-2014 2012-2013 2011-2012 2010-2011

1 Shristi Urban Shristi Urban Shristi Urban Shristi Urban Shristi Urban
Infrastructure Infrastructure Infrastructure Infrastructure Infrastructure
Development Ltd. Development Ltd. Development Ltd. Development Ltd. Development Ltd.
2 Pragati Social Pragati Social Pragati Social Pragati Social Pragati Social
Infrastructure & Infrastructure & Infrastructure & Infrastructure & Infrastructure &
Development Ltd. Development Ltd. Development Ltd. Development Ltd. Development Ltd.
3 MCM Infrastructure MCM Infrastructure MCM Infrastructure MCM Infrastructure MCM Infrastructure
Pvt. Ltd. Pvt. Ltd. Pvt. Ltd. Pvt. Ltd. Pvt. Ltd.
4 Signa Infrastructure Signa Infrastructure Signa Infrastructure Signa Infrastructure Signa Infrastructure
India Ltd. India Ltd. India Ltd. India Ltd. India Ltd.
F - 162
(b) Key Management Personnel during the year
2014-2015 2013-2014 2012-2013 2011-2012 2010-2011

Name of Directors
Dr. M. Ravi Kanth Chairman & - - - -
Managing Director
(from 11.04.2014 )
Shri V P Baligar Chairman & Chairman & Chairman & Chairman & Managing -
Managing Director Managing Director Managing Director Director
(Whole time Director) (Whole time Director) (Whole time Director) (Whole time Director)
(from 11.04.2011 to (from 11.04.2011 ) (from 11.04.2011 ) (from 11.04.2011 )
10.04.2014 )
Shri K. L. Dhingra - - - Chairman & Managing Chairman & Managing
Director Director
(Whole time Director) (Whole time Director)
(from 24.09.2007 upto (from 24.09.2007 upto
07.04.2010) 07.04.2010)
Sh. Anil Kumar Kaushik Director Finance Director Finance - - -
(from 30.05.2013) * (from 30.05.2013)
Shri T. Prabakaran - - - Director Finance Director Finance
(from 29.12.2004 upto (from 29.12.2004 upto
29.09.2011) 29.09.2011)
Shri N. L. Manjoka Director Corporate Director Corporate
Planning Planning
(from 11.04.2013) (from 11.04.2013)
Shri Harish Sharma Company Secretary Company Secretary - - -
(from 06.11.2013) (from 06.11.2013)
* Shri Anil Kumar Kaushik ceased to be Director Finance/ CFO w.e.f 30.09.2015 and Shri Rakesh Kumar Arora has been appointed as
Director Finance in his place w.e.f. 01.10.2015.
F - 163
(`
` in crore)
S. Name of Joint Venture Nature of (Proportion 2014- 2013- 2012- 2011- 2010-
No. Transactions of ownership) 2015 2014 2013 2012 2011
1 Shristi Urban Infrastructure Investment 40% 2.00 2.00 2.00 2.00 2.00
Development Ltd.
2 Pragati Social Infrastructure Investment 26% 0.13 0.13 0.13 0.13 0.13
& Development Ltd.
3 MCM Infrastructure Pvt. Ltd. Investment 26% 0.26 0.26 0.26 0.26 0.26
4 Signa Infrastructure India Investment 26% 0.013 0.013 0.013 0.013 0.013
Ltd.
F - 164
(d) Transactions with Key Management Personnel: (`
` in crore)
2014-2015 2013-2014 2012-2013 2011-2012 2010-2011
Dr. M. Ravi Kanth
Staff loans and Interest - - - - -
Managerial Remuneration 0.31 - - - -
Shri V P Baligar
Managerial Remuneration 0.02 0.23 0.21 0.169 -
Sh. K. L. Dhingra
Managerial Remuneration - - - - 0.005
Shri N. L. Manjoka
Staff loans and Interest 0.03 0.04 - - -
Managerial Remuneration 0.50 0.26 - - -
Sh. Anil Kumar Kaushik
Staff loans and Interest 0.05 - - - -
Shri T. Prabakaran
Managerial Remuneration - - - 0.116 0.467
Shri Harish Sharma
F - 165
Annexure VII
Statement of Accounting Ratios
PARTICULARS 2014-15 2013-14 2012-13 2011-12 2010-11
Earning per share (Basic/Diluted) (`

`) 388.45 362.83 349.95 314.87 274.75
Return on net worth (%) 9.99 10.20 10.75 10.53 9.96
Net asset value per equity share (`

`) 3886.89 3558.28 3253.89 2991.60 2757.87
Weighted average number of equity shares

outstanding during the year / period (in crore) 2.00 2.00 2.00 2.00 2.00
Total number of share outstanding at the end of the

year / period (in crore) 2.00 2.00 2.00 2.00 2.00
Debt Equity Ratio 2.65 2.85 2.57 3.14 2.86
Notes:
The ratios have been computed as below:
Earning per Share (`) = Profit after tax / Number of equity shares at
the end of the year. (All the shares are
held by Government of lndia and equity
shares are of the face value of Rs.1,000/-
per share.)
F - 166
Return on net worth (%) = Profit after tax / Net Worth at the end of the
year.
Net asset value per equity share (Rs.) = Net worth at the end of the year / Number
of equity shares outstanding at the end of
the year.
Debt equity = Total Debt outstanding at the end of the
year / Net worth at the end of the year.
F - 167
Annexure VIII
Statement of Dividend Paid

(`
` in crore)
PARTICULARS 2014-15 2013-14 2012-13 2011-12 2010-11
Equity Share Capital (Issued, Subscribed & Paid up) face value
(`
`/Share) 1000 1000 1000 1000 1000
Interim Dividend - - - - -
Final Dividend 100.01 100.01 150.00 140.01 110.02
Total Dividend 100.01 100.01 150.00 140.01 110.02
Dividend Rate (%) 5.00 5.00 7.49 6.99 5.50
F - 168
Annexure-IX
Statement of Income Tax Shelter
Description Year ended Year ended Year ended Year ended Year ended
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Profit before Tax as per books of accounts (A) ((before 1,170.52 1,115.97 1,041.99 939.90 820.82
prior period adjustments)
Income Tax Rate 33.99% 33.99% 32.45% 32.45% 33.22%
Tax at above rate 397.86 379.32 338.13 304.95 272.66
Adjustments:
Permanent Differences :
Profit / Loss on sale of Fixed Assets 0.01 (0.03) (0.02) (0.03) (0.01)
Donations as per books of accounts - - 0.01 -
Wealth Tax 0.25 0.25 0.20 0.15 0.15
Prior Period Adjustments 10.42 (21.62) 19.71 0.07 0.29
Exempted Income u/s 10(34) Dividend Income - - - - -
Reserve for bad & doubtful debts u/s 36(1)(viia) (59.72) (44.21) (47.30) (39.99) (35.38)
Items to be considered under head House Property (24.01) (18.05) (16.12) (13.46) (11.41)
Profit on sale of investment - - -
Disallowance u/s 40A 0.07 0.07 0.04 0.04 0.11
Other Income (Special Reserve claimed & written back due to - - -
Prepayment of loans)
Interest u/s 234 B & C 5.40 2.50 1.50 3.00 0.21
Perquisite Tax paid by HUDCO 0.20 0.25 0.23 0.21 -
HUDCO Recreation Club Expenditure - - - - -
Provision of CSR/ CSR Expenditure 3.23 18.30 (19.87) 19.87 -
Total Permanent Difference (B) (64.15) (62.54) (61.63) (30.13) (46.05)
Timing Difference:
Difference between depreciation as per Companies Act & (0.03) (0.77) (0.63) (0.92) 5.80
depreciation as per Income Tax Act, 1961
Special Reserves u/s 36(1)(viii) (291.26) (213.76) (226.31) (186.98) (170.29)
Provision for PF Contribution - (4.12) (4.61) (5.21) 13.94
Provision for Debtors 2.25 1.31 2.39 6.71 1.42
Provision for Pension 28.36 - - -
Provision on Loans 271.28 7.85 132.69 37.18 27.80
Provision for retirement benefits 21.35 6.91 17.57 8.67 8.72
Provision for Staff Loan - - - - -
Provision for gratuity - - - - -
Provision for welfare expenses 0.57 (0.03) 0.31 0.02 -
Provision for Investments - - - -
Disallowance under section 43 B 0.85 (8.34) (1.06) (11.77) 5.46
Provision for LTC (5.13) (2.57) (2.07) 2.28 (3.20)
Financial Charges written off - - -
Total Timing Differences (C) 28.24 (213.52) (81.72) (150.02) (110.35)
Taxable Rental Income(D) 16.81 12.36 11.28 9.42 7.84
Long Term Capital Gain - - - - -

Short Term Capital Gain u/s 111A - - - - -
Short Term Capital Gain other than u/s 111A - - - - -
Total Capital gain (E) - - - - -
Donations u/s 80G (F) - - - 0.01 -
Taxable Profit (A)+(B)+( C) + (D) +(E) - (F) 1,151.42 852.27 909.92 769.17 672.27
Tax on Income Other than Capital Gain 391.37 289.69 295.22 249.56 223.31
Tax on Capital Gain - - -
Total Tax Liability 391.37 289.69 295.22 249.56 223.31
Interest u/s 234B/ 234C 5.40 2.50 1.50 3.00 0.21
Total Tax Liability 396.77 292.19 296.72 252.56 223.52
F - 169
Annexure X
Capitalization Statement
(`
` in crore)
PARTICULARS Pre-issue (As on Post issue
March 31, 2015) *
Debts
Short term debt 2815.37 2815.37
Long term debt 20652.28 25652.28
Total Debt 23467.65 28467.65
Shareholders Funds
Share Capital 2001.90 2001.90
Reserves & Surplus 5779.27 5779.27
Total Shareholder's Fund 7781.17 7781.17
Long Term Debt / Equity 2.65 3.30
Total Debt / Equity 3.02 3.66
* Assuming that entire amount allocated via notification No. 59/2015 dated 06.07.2015 issued by the Central Board of
Direct Taxes being ` 5000 crore is fully subscribed and there is no change in our shareholder’s funds and short term debt.
Notes:
1. Short term debts represents debts which are raised for a short period upto twelve months.
2. Long term debts represents debt other than short term debt, as defined above.
3. Long term debt/Equity Long Term

Debt
Shareholders' Funds
4. Total debt/Equity Total Debt

Shareholders' Funds
F - 170
Annexure-XI
STATEMENT OF CONTINGENT LIABILITIES
1 Contingent Liabilities & other commitments not provided for and counter
guarantees issued by Company:
(a) Contingent Liabilities: #

(`
` in crore)
2014-2015 2013-2014 2012-2013 2011-2012 2010-2011
A Claims of Contractors not acknowledged as 0.72 0.72 0.72 5.69 9.16
debts
Counter claims of the company 0.63 0.63 0.63 0.63 0.88
B Demand (including penalty) on account of 31.61 31.61 31.61 31.61 31.61
C Disputed Income tax and Interest tax demands 448.19 619.75 481.04 272.96 276.29
against which company has gone in appeal. The
company has paid a cumulative amount upto
31.03.2015 of ` 323.69 crore (previous year `
320.91 crore) under protest
D Disputed service tax demands against which 6.97 5.05 5.77 4.56 4.95
company has gone in appeal. The company has
paid a cumulative amount upto 31.03.2015 of `
2.64 crore (previous year ` 2.50 crore) under
protest
E Counter Claims of various parties for damages 0.00 0.00 0.00 0.00 0.39
# The above does not include contingent liabilities in respect of Andrews Ganj Project
(AGP) executed on behalf of Government of India, arising on account of various
court cases / arbitration / allottees claims against cancellation of allotment etc.,
because in this case HUDCO is only working as an agent. As such, liability
whenever ascertained / finalised shall be met out of AGP project surplus fund
account, being maintained separately.

(`
` in crore)
2014-2015 2013-2014 2012-2013 2011-2012 2010-2011
A Estimated amount of commitments remaining to 39.49 14.59 26.03 31.51 18.13
B Estimated amount of other commitments on - - 0.62 1.66 -
(c) CSR commitments not provided for:

` in crore)
(`
2014-2015 2013-2014 2012-2013 2011-2012 2010-2011
A Estimated amount of CSR commitments 9.61 - - - -
remaining to be executed
F - 171
(d) Counter guarantees issued by the Company:
S. Lender in Date of Name of the counterparty Amount of Amount of

No. whose execution and and purpose of Counter the the
favour the validity of Guarantee guarantee guarantee
guarantee is Counter (as on (as on
extended Guarantee 31.03.15) 31.03.14)
` in
(` (`` in
crore) crore)
1) Bank of Date of Performance guarantee 0.06 0.06
Baroda execution for design and
November 2, consultancy services/
2012 contracts for construction
of quarters and allied
Validity Date services at Hindustan
21.04.17 Aeronautics Limited
Bangalore
2) Axis Bank Date of In favour of NSE Ltd. -- 47.00

FY 2012-13.
Validity Date
06.04.14
3) HDFC Bank Date of In favour of NSE Ltd. -- 43.85

FY 2011-12.
Validity Date
23.07.14
4) Indusind Date of Collateral security in 50.00 50.00

Housing fund from
Validity Date National Housing Bank
18.03.16
5) Bank of Date of Collateral security in 137.50 137.50
Baroda execution respect of refinance
2013 (including refinance
assistance of ` 250
Validity Date
18.03.16
crore obtained from
National Housing Bank
against which Bank
guarantee has been
F - 172
obtained from Indusind
Bank) availed under
Rural Housing fund
Bank.
6) Vijaya Bank Date of Collateral security in 125.00 125.00
April 5, 2013 facility of ` 500 crore
availed under Rural
Validity Date
Housing fund from
07.04.16
7) Indusind Date of In favour of BSE Ltd. 45.10 45.10
Bank execution towards 1% security
September deposit in respect of tax-
12, 2013 free bonds issued during
FY 2013-14.
Validity Date
12.09.15
8) Axis Bank Date of Collateral security in 125.00 125.00
Housing fund from
Validity Date
15.12.16
9) Indusind Date of Collateral security in 125.00 --
Housing fund from
Validity Date
01.06.17
10) Axis Bank Date of Collateral security in 62.50 --
Housing fund from
Validity Date
01.06.17
11) Canara Date of Collateral security in 237.50 --
Housing Fund and
Validity Date
25.12.17
Urban Housing Fund.
Bank.
Total 907.66 573.51
F - 173
Counter guarantees issued by the Company as on 31.03.2013
Lender in Guarantee Name of counter Amount Validity

whose documentation party of Date
favour the guarantee
guarantee is (`
` in
extended crore)
HDFC Bank Deed of counter National Stock 43.85 23.7.2013
guarantee dated Exchange Ltd.*
22.1.2013
Bank of Deed of counter Hindustan 0.06 21.4.2015
Baroda guarantee dated Aeronautics Ltd. **
2.11.2012
Axis Bank Deed of counter National Stock 47.00 6.1.2014
guarantee dated Exchange Ltd. ***
1.1.2013
Indus Ind Deed of counter National **** 50.00 18.3.2016
15.3.2013
Bank of Deed of counter National **** 137.50 18.3.2016
Baroda guarantee dated Housing Bank
19.1.2013
* This counter guarantee was extended against bank guarantee issued in favour of
National Stock Exchange (NSE) towards 1% security deposit in respect of tax-free
bonds issued during financial year 2011-12.
**This counter guarantee was extended against bank guarantee issued in favour of
Hindustan Aeronautics Limited, Bangalore as performance guarantee for design,
consultancy and allied services.
*** This counter guarantee was extended against bank guarantee issued in favour of
NSE towards 1% security deposit in respect of tax-free bonds issued during financial
year 2012-13.
**** This counter guarantee was extended against bank guarantee issued in favour of
National Housing Bank towards collateral security in respect of refinance facility under
Rural Housing fund.
F - 174
Annexure - XII
Comments of the Board of Directors on Statutory Auditors’ Report for the year 2010-11
and Annexure to the Auditors’ Report (required under Section 217 (3) of the Companies
Act, 1956).
A. Auditors’ Report
Auditors’ Auditors’ Report Management Reply

Report Point
No.
Point No. 4(i) The Company has made an Position has been explained in the note No.
additional provision on loans 4(b) of Schedule-T.
amounting to Rs.30 crores
during the year beyond National
Housing Bank’s norms. The
cumulative additional provision on
loans beyond NHB norms as on
31.3.2011 stood at Rs. 630 crores.
As a result, the profit for the year is
lower by Rs.630 crores
[refer Note 4(b) of Schedule-T].
Point No. 4(ii) The Company is accounting for The Company has the accounting policy of
application fees, front-end-fee, recognising application fee, front end fee,
administrative fees and processing administration fees and processing fees on
fees on loans on realization basis loans on realisation basis which has also
instead of accounting for on accrual been disclosed in Accounting Policy No.
basis, the effect of which has not 2(b) of Schedule-S.
been ascertained [refer Significant
Accounting Policy 2 (b) of
Schedule-S].
Point No. Some of the balances of loan Noted for suitable action.
4(iii)(a) Accounts are subject to
confirmation/reconciliation. [refer
Note 4(a) of Schedule-T]
Point No. Non-implementation of Default As per terms of default resolution package,
4(iii) (b) Resolution Package by Cochin M/s. Cochin International Airport Ltd. is yet
International Airport Ltd. [refer to convert loan of Rs. 52 crore and allot
Note 4(c) of Schedule –T] equity shares at par. Agency is being pursued
for necessary action. This has also been
explained in Note No. 4(c) of Schedule-T.
Point No. In respect of disputes relating to The Andrews Ganj Project has been
4(iii) (c) Andrews Ganj Project undertaken undertaken by the Company on behalf of the
by the Company on behalf of the Ministry of Urban Development. The
Ministry of Urban Development, the position has also been disclosed in Note No.
ministry has intimated the Company 2(b) of Schedule-T.
that it cannot pass on the financial
liability to the Government Account
on account of various disputes. The
Company on its part has refused to
accept any liability on account of
disputes. We are unable to comment
upon the financial implication, if
F - 175
any. [refer Note 2(b) of Schedule-T]
Point No. The Company is not able to comply Position has been explained in the note No. 8
4(iii) (d) with National Housing Bank’s of Schedule-T.
credit concentration norms in
respect of lending to some State
Governments / State Governments
Agencies. [refer Note 8 of
Schedule-T]
Point No. 5(d) In our opinion, the Balance Sheet, The Company has the accounting policy of
Profit & Loss Account and Cash recognising application fee, front end fee,
Flow Statement dealt with by this administration fees and processing fees on
report comply with the Accounting loans on realisation basis which has also
Standards referred to in sub-section been disclosed in the point No. 2(b) of
(3C) of Section 211 of the Schedule-S.
Companies Act, 1956, except
Accounting Standard (AS) 9
“Revenue Recognition” regarding
accounting of application fees,
front-end-fees, administration fees
and processing fees on loans on
realisation basis instead of accrual
basis. [refer Significant Accounting
Policy 2 (b) of Schedule-S].
F - 176
B. Annexure to the Auditors’ Report

Report
Point No.
Point No. In our opinion and according to the information and This being a continuous
(iv) explanations given to us, there are generally adequate process, noted for suitable
internal control procedures commensurate with the size of further action.
the Company and nature of its business with regard to
purchase of fixed assets. The Company’s operations do not
involve purchase of inventory and sale of goods. In our
opinion, monitoring mechanism in regional offices
regarding loan schedule implementation, site inspection,
reviewing of financial/ technical appraisal of the schemes
and non-receipt of utilization certificates in respect of
various grants and subsidies needs to be further
strengthened.
Point No. According to the information and explanations given to us, Steps are being taken by
(vii) the Company has an internal audit system; however, to the Company to strengthen
make it commensurate with size and nature of its business, Internal Audit Department.
it requires to be further strengthened. In our opinion, the
coverage of Internal Audit should be enlarged and Coverage of Internal Audit
submission of replies/ compliances needs to be expedited. has been increasing every
year. It has been covering
all Regional Offices and
some of the Departments
of Head Office. It is
proposed to widen the
coverage further by
including some more
Departments of Head
Office as well.
All the possible steps are

being undertaken for early
submission of replies /
compliances to the
Competent Authority.
Point No. According to the information and explanations given to us, The matter has been taken
(ix)(c) there are no dues of income tax, wealth tax and Service up with appropriate
Tax which have not been deposited on account of any authority for decision /
dispute except the following: rectification / deletion /
adjustment of demand
Name of Nature Of Financial Year Forum where Amount raised by them.
the statue Dues to which the Matter is
matter pertains pending (Rs. in
Crores)
Income Income 1996-1997, Deputy 46.62
Tax Act, Tax, 1999-2000, Commissioner
1961 Interest & 2000-2001, of Income Tax
Penalty 2001-2002,
2003-2004,
2007-2008
Finance Service 2004-2005, Commissioner 4.70
Act, 1994 Tax, 2005-2006, of Service Tax
Interest & 2006-2007,
Penalty 2007-2008,
F - 177
2008-2009
F - 178
Comments of the Board of Directors on Statutory Auditors’ Report for the year 2011-12 and
Annexure to the Auditors’ Report (required under Section 217 (3) of the Companies Act, 1956).
B. Auditors’ Report

Report Point
No.
Point No. During the year, Company is Position has been explained in Note 26:
4(i) required to make a additional Explanatory Notes at S. No. 3(b).
provision of Rs.352.19 crore as per
the NHB norms. For the above
provisions, Rs. 315.00 crore has
been utilized from cumulative adhoc
provisions available. As a result,
the adhoc provision stood at Rs.
315.00 crore as at 31/03/2012 as
against Rs. 630.00 crore as at
31/03/2011.and profit for the current
year is lower by Rs. 315/- crore.
[Refer Point 3(b) of Note 26].
Point No. The Company is accounting for The Company has the accounting policy of
4(ii) application fees, front-end-fee, recognising application fee, front end fee,
administrative fees and processing administrative fees and processing fees on
fees on loans on realization basis loans on realisation basis which has also
instead of accounting for on accrual been disclosed in the Note 1 : Significant
basis, the effect of which has not Accounting Policies at S. No. 2(b).
been ascertained [refer Significant
Accounting Policy 2(b) of Note 1].
Point No. Some of the balances of loan Noted for suitable action.
4(iii)(a) Accounts are subject to
confirmation/reconciliation. [refer
Point 3(a) of Note 26]
Point No. Non-implementation of Default Position has been explained in Note 26:
4(iii) (b) Resolution Package by Cochin Explanatory Notes at S. No. 3(c).
International Airport Ltd. [refer
Point 3(c) of Note 26]
Point No. In respect of disputes relating to The Andrews Ganj Project has been
4(iii) (c) Andrews Ganj Project undertaken undertaken by the Company on behalf of the
by the Company on behalf of the Ministry of Urban Development. The
Ministry of Urban Development, position has also been disclosed & position
the ministry has intimated the has been explained in details in Note 26 :
Company that it cannot pass on the Explanatory Notes at S. No. 2(b).
financial liability to the
Government Account on account of
various disputes. The Company on
its part has refused to accept any
liability on account of disputes. We
are unable to comment upon the
financial implication, if any. [refer
Point 2(b) of Note 26].
Further, as indicated in Point 2(b) of
Note 26, the Company has charged
interest amounting to Rs. 15.02
F - 179
crore (upto 31/03/2012) which
includes prior period interest
income of Rs. 8.49 crore as per
Board resolution passed in 2009 on
balance outstanding of Rs. 204.87
crore (debit) in HUDCO AGP
Surplus Account and shown it under
other income-interest on
construction project and informed
the same to the concerned ministry.
Specific confirmation from the
ministry is yet to come.
Point No. The Company is complying with Position has been explained in Note 26:
4(iii) (d) National Housing Bank’s credit Explanatory Notes at S. No. 7(iv).
concentration norms in respect of
loans to Private Sector Agencies.
However, in case of loans to State
agencies the said norms have been
relaxed to HUDCO by NHB vide
letter No.
NHB/ND/HFC/DRS/3792/2011
dated 5.4.2011 as stated above; the
same are complied with except in
two cases. [refer Point 7(iv) of Note
26]
Point No. In our opinion, the Balance Sheet, The Company has the accounting policy of
5(d) Profit & Loss Account and Cash recognising application fee, front end fee,
Flow Statement dealt with by this administrative fees and processing fees on
report comply with the Accounting loans on realisation basis which has also
Standards referred to in sub-section been disclosed in the Note 1 : Significant
(3C) of Section 211 of the Accounting Policies at S. No. 2(b).
accounting of application fees,
front-end-fees, administration fees
and processing fees on loans on
basis. [refer Significant Accounting
Policy 2 (b) of Note 1].
F - 180

Report
Point No.
Point No. In our opinion and according to the information and This being a continuous process,
(iv) explanations given to us, there are generally noted for suitable further action.
adequate internal control procedures commensurate
with the size of the Company and nature of its
business with regard to purchase of fixed assets.
The Company’s operations do not involve purchase
of inventory and sale of goods. In our opinion,
monitoring mechanism in regional offices
regarding loan schedule implementation, site
inspection, reviewing of financial/ technical
appraisal of the schemes and non-receipt of
utilization certificates in respect of various grants
and subsidies needs to be further strengthened.
Point No. According to the information and explanations Steps are being taken by the
(vii) given to us, the Company has an internal audit Company to strengthen Internal
system; however, to make it commensurate with Audit Department.
size and nature of its business, it requires to be
further strengthened. In our opinion, the coverage Coverage of Internal Audit has
of Internal Audit should be enlarged and been increasing every year. It has
submission of replies/ compliances needs to be been covering all Regional
expedited. Offices and some of the
Departments of Head Office. It is
proposed to widen the coverage
further by including some more
Departments of Head Office as
well.
All the possible steps are being

undertaken for early submission
of replies / compliances to the
Competent Authority.
Point No. According to the information and explanations The matter has been taken up
(ix)(c) given to us, there are no dues of income tax, wealth with appropriate authority for
tax and Service Tax which have not been deposited decision / rectification / deletion
on account of any dispute except the following: / adjustment of demand raised by
them.
Name of the Nature Financial Year Forum where Amount
statue Of to which the Matter is
Dues matter pertains pending (Rs. in
Crores)
Income Income 1996-1997, Deputy
Tax Act, Tax, 1999-2000, Commissioner
1961 Interest 2000-2001, of Income
27.59
& 2001-2002, Tax
Penalty 2007-2008
2008-2009
Finance Service 2004-2005, Commissioner
Act, 1994 Tax, 2005-2006, of Service
Interest 2006-2007, Tax
& 2007-2008, 4.56
Penalty 2008-2009
2009-2010
2010-2011
F - 181
Comments of the Board of Directors on Statutory Auditors’ Report for the year 2012-13 and
Annexure to the Auditors’ Report (required under Section 217 (3) of the Companies Act, 1956).
C. Auditors’ Report

Report
Point No.
BASIS FOR QUALIFIED OPINION
Point No. 6 During the year, Company decided Position has been explained in the Point 3(b)
to make additional provision of Rs. of Note 25.
65 crore for Non-Performing Assets
beyond the NHB norms. As a result,
the adhoc provision for the same
stood at Rs. 380 crore as at 31st
March, 2013 as against Rs. 315 crore
as at 31st March, 2012 and profit for
the year is lower by Rs. 65 crore.
[Refer Point 3(b) of Note 25].
Point No. 7 The Company is accounting for The Company has the accounting policy of
application fees, front-end-fee, recognising application fee, front end fee,
administrative fees and processing administration fees and processing fees on
fees on loans on realization basis loans on realisation basis which has also been
instead of accounting for on accrual disclosed in Accounting Policy No. 2(b) of
basis, the effect of which has not Note 1.
been ascertained [Refer Significant
Accounting Policy 2(b) of Note 1].
MATTER OF EMPHASIS
Point No. Some of the balances of loan This being a continuous process, noted for
8(i) Accounts are subject to suitable further action. Position has been
confirmation/reconciliation. [Refer explained in the Point 3(a) of Note 25.
Point 3(a) of Note 25]
Point No. (ii) In respect of disputes relating to The Andrews Ganj Project has been
8(ii) & (iii) Andrews Ganj Project undertaken by undertaken by the Company on behalf of the
the Company on behalf of the Ministry of Urban Development. The
Ministry of Urban Development, the position has also been disclosed in Point 2(b)
ministry has intimated the Company of Note 25.
that it cannot pass on the financial
liability to the Government Account
on account of various disputes. The
Company on its part has refused to
accept any liability on account of
disputes. We are unable to comment
upon the financial implication, if
any. [Refer Point 2(b) of Note 25].
(iii) Further, as indicated in Point

2(b) of Note 25, the Company has
charged interest amounting to
Rs.20.57 crore (Rs.15.02 crore as at
31st March, 2012) for the year ended
31st March, 2013 , as per Board
F - 182
Resolution passed in 2009. The
balance outstanding is Rs. 233.71
crore (debit) in “HUDCO AGP
Surplus Account” and shown it
under other income-interest on
construction project and informed
the same to the concerned Ministry.
Specific confirmation from the
Ministry is awaited.
Point No. The Institute of Chartered Position has been explained in the Point 22(a)
8(iv) Accountants of India(ICAI) has of Note 25.
given its opinion vide their letter
dated 23.5.2013, as requested by the
company on expenditure on account
of Corporate Social
Responsibility(CSR) accounting
that unspent expenditure on CSR
activities should not be recognized
as provision, but a reserve may be
created as an appropriation of
profits. Accordingly, CSR provision
of Rs. 19.87 crore ,amount unspent
as at 1.4.2012 has been reversed to
the credit of the statement of profit
& loss through prior period account
and CSR reserve of Rs. 19.87 crore
has been created as appropriation of
profit and which resulted increase in
profit before tax amounting to Rs.
19.52 crore. [Refer Point 22(a) of
Note 25].
Point No. Due to change in Accounting policy Position has been explained in the Point 8 of
8(v) relating to reimbursement of Mobile Note 25.
phones to the employees, the profit
for the year is lower by Rs. 0.02
crore (Net of tax) [Refer Point 8 of
Note 25].
Point No. 9 We further report that, without This being conclusion of point No.7 & 8 as
considering the observations made in above, so no comments required.
paragraph 7 & paragraph 8 (i) to (ii)
above the effect of which has not
been ascertained and after
considering the impact of paragraph
6 and paragraph 8(iii) to (v), the
Profit for the year would have been
Rs.725.49 Crore (as against the
reported figure of Rs.700.56 crore)
and Reserves & Surplus would have
been Rs.4536.99 crore (as against
the reported figure of Rs.4512.06
crore).
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Point No. 13 In our opinion, the Balance Sheet, The Company has the accounting policy of
(iv) Statement of Profit & Loss and Cash recognising application fee, front end fee,
Flow Statement dealt with by this administration fees and processing fees on
F - 183
report comply with the Accounting loans on realisation basis which has also been
Standards referred to in sub-section disclosed in Accounting Policy No. 2(b) of
(3C) of Section 211 of the Note 1.
accounting of application fees, front-
end-fees, administration fees and
processing fees on loans on
basis. [Refer Significant Accounting
Policy 2 (b) of Note 1].
NHB DIRECTIVES
Point No. 14 The Company is complying with Position has been explained in the Point 7
National Housing Bank’s credit (iv) of Note 25.
concentration norms in respect of
loans to Private Sector Agencies.
However, in case of loans to State
agencies the said norms have been
relaxed to HUDCO by NHB vide
letter no.
NHB/ND/HFC/DRS/3792/2011
dated April 5th 2011; the same is
complied with except in one case
and investment in equity share of
HFC i.e. Indbank Housing Limited
more than 15% of the equity capital
of the investee company as
prescribed limit, which was invested
more than ten years back.[Refer
Point 7(iv) of Note 25]
F - 184

Report
Point No.
Point No In our opinion and according to the information and This being a continuous
(iv) explanations given to us, there are generally adequate process, noted for suitable
internal control procedures commensurate with the further action.
size of the Company and nature of its business with
regard to purchase of fixed assets. The Company’s
operations do not involve purchase of inventory and
sale of goods. In our opinion, monitoring mechanism
in regional offices regarding loan schedule
implementation, site inspection, reviewing of
financial/ technical appraisal of the schemes and non-
receipt of utilization certificates in respect of various
grants and subsidies needs to be further strengthened.
Point No. According to the information and explanations given This being a continuous
(vii) to us, the Company has an internal audit system; process, noted for suitable
however, to make it commensurate with size and further action.
nature of its business, it requires to be further
strengthened. In our opinion, the coverage of Internal
Audit should be enlarged and submission of replies/
compliances needs to be expedited.
Point No. According to the information and explanations given The matter has been taken up
(ix)(c) to us, there are no dues of income tax, wealth tax and with appropriate authority for
Service Tax which have not been deposited on decision/ rectification/ deletion/
account of any dispute except the following: adjustment of demand raised by
them.
Name Nature Financial Forum where Amount
of the Of Year to Matter is
statue Dues which the pending (Rs. in
matter Crores)
pertains
Tax Tax, 1999-2000, Commissioner
Act, Interest 2000-2001, of Income
1961 & 2001-2002, Tax,
Penalty 2004-2005, CIT(A),ITAT 235.67
2006-2007,
2007-2008,
2008-2009,
2009-2010
Act, Tax, 2005-2006, of Service
1994 Interest 2006-2007, Tax
3.28
& 2007-2008,
Penalty 2008-2009,
2009-2010
F - 185
Observations of the Statutory Auditor’s Report for the year 2013-14 and Management’s
reply thereon:
Auditor’s Auditor’s Report Management Reply

Report
Point No.
BASIS FOR QUALIFIED OPINION
6 During the year, the company has utilised a Position has been
sum of Rs.160 crore out of the excess explained in the Point
provision of Rs.380 crore held beyond the 3(b) of Note 24.
NHB norms, for Non-Performing Assets as
at the end of the previous year ending
31.03.2013. As a result, the adhoc provision
for non-performing assets beyond NHB
norms stood at Rs. 220 crore as at 31st
March, 2014. Consequently, the profit for
the year is higher by Rs.160 crore. [Refer
Point 3(b) of Note 24].
7 The Company is accounting for application The Company has the
fees, front-end-fee, administrative fees and accounting policy of
processing fees on loans on realization basis recognizing
instead of accounting for on accrual basis, application fee, front
the effect of which has not been ascertained
end fee, administration
[Refer Significant Accounting Policy 2(b) of
fees and processing
Note 1].
fees on loans on
realisation basis which
has also been disclosed
in Accounting Policy
No. 2(b) of Note 1.
MATTERS OF EMPHASIS
9 Attention has been drawn on the following
points:
i) Some of the balances of loan Accounts i) This being a
are subject to continuous process,
confirmation/reconciliation. [Refer Point noted for suitable
3(a) of Note 24] further action.
Position has been
explained in the
Point 3(a) of Note
24.
ii) and iii) The Andrews

Ganj Project has been
undertaken by the
ii) In respect of disputes relating to company on behalf of
F - 186
Andrews Ganj Project undertaken by the the Ministry of Urban
company on behalf of the Ministry of Development. The
Urban Development, the ministry has position has also been
intimated the company that it cannot pass disclosed in Point 2(b)
on the financial liability to the
of Note 24.
various disputes. The company, on its
part, has refused to accept any liability
on account of disputes. We are unable to
comment upon the financial implication,
if any. [Refer Point 2(b) of Note 24].
iii) Further, as indicated in Point 2(b) of Note

24, the company as per the Board
Resolution passed in the year 2009, has
charged interest amounting to Rs. 22.53
crore ( Rs.20.57 crore for the previous
year ending 31st March, 2013) for the
year ended 31st March, 2014. The same
has been shown under the head “Other
Income – interest on construction
project”. The balance outstanding as at
the end of the year is Rs. 271.27 crore
(debit) in “HUDCO AGP Account”. The
same has been informed to the concerned
ministry but specific confirmation from iv) Position has been
the ministry is awaited. explained in the Point
iv) in view of revised guidelines issued by 23(a) of Note 24.
the Deptt. of Public Enterprises (DPE) on
Corporate Social Responsibility (CSR)
and Sustainability effective from
01.04.2013, the company has formulated
a CSR and Sustainability policy and
accordingly has charged the CSR and
Sustainability budget amount of the
current financial year to Statement of
Profit & Loss. The company, in line with
the revised guidelines and policy, has
also reversed the opening balance of CSR
and SD reserve created by it in earlier
years by debiting the same to Statement
of Profit & Loss (through prior period)
amounting to Rs.20.29 crore and has
created a provision for the similar
amount. [Refer Point 23 (a) of Note 24].
11 We further report that, without considering This being conclusion
the observations made in paragraph 7, the of point No.6 & 7 as
effect of which has not been ascertained and above, so no comments
after considering the impact of paragraph 6, required.
the Profit for the year would have been
F - 187
Rs.566.34 Crore (as against the reported
figure of Rs.726.34 crore) and Reserves &
Surplus would have been Rs.4961.43 crore
(as against the reported figure of Rs.5121.43
crore).
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
13 (iv) In our opinion, the Balance Sheet, Statement The Company has the
of Profit & Loss and Cash Flow Statement accounting policy of
dealt with by this report comply with the recognizing
Accounting Standards referred to in sub- application fee, front
section (3C) of Section 211 of the
end fee, administration
Companies Act, 1956, except Accounting
fees and processing
Standard (AS) 9 “Revenue Recognition”
regarding accounting of application fees, fees on loans on
front-end-fees, administration fees and realisation basis which
processing fees on loans on realisation basis has also been disclosed
instead of accrual basis. [Refer Significant in Accounting Policy
Accounting Policy 2 (b) of Note 1]. No. 2(b) of Note 1.
NHB DIRECTIVES
14 The company is complying with National Position has been
Housing Bank’s credit concentration norms explained in the Point 7
in respect of loans to Private Sector (iv) of Note 24.
Agencies. However, in case of loans to State
Governments/ State Governments agencies,
the said norms have been relaxed to HUDCO
by NHB vide letter no. NHB/ ND/HFC/
DRS/ 3792/ 2011 dated April 5th 2011; the
same is complied with except in case of the
investment in equity shares of HFC i.e.
Indbank Housing Limited more than 15% of
the equity capital of the investee company as
prescribed limit, which was invested in the
financial year 1990-91. [Refer Point 7(iv) of
Note 24]
Annexure to the Auditors’ Report
In our opinion and according to the This being a continuous
iv information and explanations given to us, process, noted for
there are generally adequate internal control suitable further action.
procedures commensurate with the size of the
Company and nature of its business with
regard to purchase of fixed assets. The
Company’s operations do not involve
purchase of inventory and sale of goods. In
our opinion, monitoring mechanism in
regional offices regarding loan schedule
implementation, site inspection, reviewing of
financial/ technical appraisal of the schemes
and non-receipt of utilization certificates in
respect of various grants and subsidies needs
to be further strengthened.
vii According to the information and This being a continuous
F - 188
explanations given to us, the company has an process, noted for
internal audit system; however, to make it suitable further action.
commensurate with size and nature of its
business, it requires to be further
strengthened. In our opinion, the coverage of
internal audit should be enlarged.
ix According to the information and
explanations given to us, there are no dues of
income tax, wealth tax and Service Tax
which have not been deposited on account of
any dispute except the following:
The matter has been
Name of Nature Financial Forum where Amount taken up with
the statue Of Year to Matter is (Rs. in appropriate authority
Dues which the pending crores)
matter for decision/
pertains
Income Income Tax, 1996-1997, Deputy
rectification/ deletion/
Tax Act, Interest & 1999-2000, Commissioner adjustment of demand
1961 Penalty 2000-2001, of Income Tax,
2001-2002, CIT(A),ITAT raised by them.
2004-2005,
298.84
2006-2007,
2007-2008,
2008-2009,
2009-2010,
2010-2011
Finance Act,Service Tax, 2004-2005, Commissioner
1994 Interest 2005-2006, of Service Tax
& 2006-2007,
Penalty 2007-2008, 2.95
2008-2009,
2009-2010,
2010-2011
xxi To the best of our knowledge and belief and Considering the size of
according to the information and the Company and the
explanations given to us, no material fraud on nature of its business no
or by the Company was noticed or reported material fraud on or by
during the year, although there have been the Company was
eleven instances of loans becoming doubtful noticed or reported
of recovery consequent upon fraudulent during the year.
misrepresentation by borrowers amounting to Although there have
Rs. 29.54 Crores. The legal proceedings are been eleven instances of
under progress. However the amounts are not loans becoming
material in the context of the size of the doubtful of recovery
Company and the nature of its business and consequent upon
which have been provided for to the extent of fraudulent
Rs. 27.28 Crores. misrepresentation by
borrowers amounting to
Rs. 29.54 Crores. The
legal proceedings in the
cases are under
progress. Further, the
company has created
provision to the extent
of Rs. 27.28 Crores in
respect of aforesaid
cases.
F - 189
Observations of the Statutory Auditor’s Report for the year 2014-15 and Management’s reply
thereon:
Auditor’s Auditor’s Report Management Reply

Report
Point No.
Basis for Qualified Opinion
i The company has made an adjustment by Interest during Construction Period
way of book entry and has adjusted an (IDCP) is financed as a part of the
amount of Rs. 146.98 crore, receivable project cost as stated in the loan
from 3 borrowers on account of interest agreement and within the approved
due upto a specific period and have project cost. As per HUDCO’s policy/
shown the same as release on account of guidelines, in case the borrower
interest during construction period agrees, HUDCO releases the IDCP
(IDCP). These accounts, as on the date of due amount and pay to self so that the
book adjustment, were non-performing payment in Loan Accounts is
accounts (NPA) as per the guidelines appropriately accounted for. This
issued by National Housing Bank (NHB). facility is available to all the
The same is in contravention of the borrowers. However, in defaulting
guidelines and prudential norms in cases (normally consortium cases)
respect of income recognition, issued by IDCP is funded/ adjusted with the
the NHB and the Accounting Standard approval of the Board. Adjustment of
(AS) – 9 on “Income Recognition” IDCP is generally done with the
specified under section 133 of the Act, consent of the borrower. As a normal
read with rule 7 of the Companies process, compliance of pre disbursal
(Accounts) Rules 2014. Such adjustment conditions are ensured which in case
has resulted in overstatement of profit by of consortium and defaulting agency
Rs. 287.15 crore, overstatement of loans is a time consuming process. In the
& advances by Rs. 146.98 crore and process, sometimes the agency comes
understatement of provision for non- under NPA. The adjustment of IDCP
performing assets by Rs. 140.17 crore. is done with the specific approval of
[Refer point no. 4 of Note no. 26]. Board duly informing the status of the
agency. The above Position has also
been explained in the Point No. 4 of
Note 26.
ii During the year, the company has created The Company is creating additional
an additional provision of Rs. 170 crore provision on loans as per the
for non-performing assets, beyond the approved accounting policy duly
NHB norms. As a result, the ad-hoc recommended and approved by Audit
provision for the non-performing assets Committee & Board {Point No. 4(b)}.
stood at Rs. 390 crore as at 31st March The additional provision is considered
2015 as against Rs. 220 crore as at 31st prudent keeping in view the
March 2014. Consequently, the profit for unforeseen events and happenings
the year is understated by Rs. 170 crore. such as change in policy of
[Refer point no. 3(b) of Note no. 26]. Government & procedural delays in
repayment from Government agencies
etc. Position has also been explained
in the Point No. 3(b) of Note 26.
Emphasis of Matters
i) Sanctioning and disbursement of a fresh Position has been explained in the
loan to U.P. Rural Housing Board Point No. 5 of Note 26.
F - 190
(UPRHB), an existing non-performing
account; approval of one time settlement
in the existing account of UPRHB;
transfer of part amount receivable to
Government of Uttarakhand consequent
to bifurcation of States pending
documentation/agreements; and
consequent adjustments in these accounts.
[Refer point 5 of Note no. 26].
ii) Some of the balances of loan accounts are This being a continuous process,
subject to confirmation/ reconciliation. noted for suitable further action.
[Refer Point 3(a) of Note 26].
Position has been explained in the
Point No. 3(a) of Note 26.
iii) In respect of disputes relating to The Andrews Ganj Project has been
Andrews Ganj Project undertaken by the undertaken by the company on behalf
company on behalf of the Ministry of of the Ministry of Urban
Urban Development, the ministry has Development. The position has also
intimated the company that it cannot pass been disclosed in Point No. 2 of Note
on the financial liability to the 26.
various disputes. The company, on its
part, has refused to accept any liability
on account of disputes. [Refer Point 2(b)
of Note 26].
Further, as indicated in Point 2(b) of Note
no. 26, the company, as per the board
resolution passed in the year 2009, has
charged interest amounting to Rs. 22.98
crore [Rs.22.53 crore for the previous
year ending 31st March, 2014] for the year
ended 31st March, 2015. The same has
been shown under the head “Other
Income – interest on construction
project”. The balance outstanding as at
the end of the year is Rs. 295.61 crore
(debit) in “HUDCO AGP Account”. The
same has been informed to the concerned
ministry but specific confirmation from
the ministry is awaited.
Report on Other Legal and Regulatory

Requirements
3 (h) (iii) There has been no delay in transferring Position has been explained in the
amounts, required to be transferred, to the Point No. 16 (b) of Note 26.
Investor Education and Protection Fund
by the company except a sum of Rs.0.26
crore, remaining unclaimed on account of
interest on bonds/deposits over 7 years.
[Refer point No. 16 (b) of Notes No. 26].
NHB DIRECTIVES
4 The company is complying with National Position has been explained in the
F - 191
Housing Bank’s credit concentration Point No. 12 of Note 26.
norms in respect of loans to private sector
agencies. However, in case of loans to
State Governments/ State Governments
agencies, the said norms have been
relaxed to HUDCO by NHB vide letter
no. NHB/ ND/ HFC/ DRS/ 3792/ 2011
dated April 5th 2011; the same is complied
with except in case of the investment in
equity share of HFC i.e. Indbank Housing
Limited where more than 15% of the
equity capital of the investee company as
prescribed limit, which was invested in
the financial year 1990-91. [Refer Point
no. 12(iii) of Note no. 26].
ANNEXURE 1 TO THE
AUDITOR’S REPORT
iv In our opinion and according to the This being a continuous process,
information and explanations given to us, noted for suitable further action.
there are generally adequate internal
control systems commensurate with the
size of the company and nature of its
business with regard to purchase of fixed
assets and income from services. In our
opinion, monitoring mechanism in
regional offices regarding loan schedule
implementation, site inspection, reviewing
of financial / technical appraisal of the
schemes; and non-receipt of utilization
certificates in respect of various grants
and subsidies need to be further
strengthened. The company’s operations,
however, do not involve purchase of
inventory and sale of goods.
vii (c) According to the information and The matter has been taken up with
explanations given to us, there are no appropriate authority for decision/
dues of income tax, wealth tax and rectification/ deletion/ adjustment of
Service Tax which have not been demand raised by them.
deposited on account of any dispute
except the following:
Name Nature Financial Forum Amount

of the of Year to which where
statue Dues the matter Matter is (Rs. in
pertains Pending Crores)
Tax Tax, 1997-1998, Commissioner
Act, Interest 1999-2000, of Income
1961 & 2000-2001, Tax, CIT(A),
Penalty 2001-2002, ITAT
124.50
2003-2004
2004-2005,
2005-2006,
2007-2008,
2008-2009,
Act, Tax, 2005-2006, of Service
1994 Interest 2006-2007, Tax
& 2007-2008, 4.33
Penalty 2008-2009,
2009-2010,
2010-2011,
F - 192
2011-2012,
2012-2013,
2013-2014,
2014-2015
vii (d) According to the information and Position has been explained in the
explanations given to us, the amount Point No. 16 (b) of Note 26.
which was required to be transferred to
investor education and protection fund in
accordance with sub section (5) of section
124 of the Companies Act, 2013 except a
sum of Rs. 0.26 crore, which has not been
deposited on account of unclaimed
interest on bonds and deposits remaining
unpaid for seven years from their date of
payment.
xii To the best of our knowledge and belief Considering the size of the Company
and according to the information and and the nature of its business no
explanations given to us, no material material fraud on or by the Company
fraud on or by the company has been was noticed or reported during the
noticed or reported during the year, year. Although there have been three
although there had been three instances of instances of loans becoming doubtful
loans becoming doubtful of recovery of recovery consequent upon
consequent upon fraudulent fraudulent misrepresentation by
misrepresentation by borrowers borrowers amounting to Rs. 57.42
amounting to Rs. 57.42 crore. The legal crores. The legal proceedings in the
proceedings are under progress. However, cases are under progress. Further, the
the amounts are not material in the company has created provision to the
context of the size of the company and the extent of Rs. 23.03 crores in respect of
nature of its business and which have aforesaid cases.
been provided for to the extent of Rs.
23.03 crore.
ANNEXURE 2 TO THE
AUDITOR’S REPORT
4 Age-wise details of pending litigation and Statement of fact, so no comments
arbitration cases are annexed as per required.
annexure “A”.
Further, as examined by us, HUDCO Law There exist duly approved guidelines
wing doesn’t have effective monitoring for engagement of advocate,
mechanism for the expenditure on legal settlement of fees, monitoring and
cases and records kept at regional offices. review thereof. Proper record
regarding expenses of legal cases is
also maintained at Regional Offices
and all these expenses are booked in
respective account of the scheme and
are recoverable from borrowers.
As such the present system of

incurring and monitoring of legal
expenses is exhaustive and working
satisfactorily.
F - 193
ANNEXURE B: CREDIT RATING AND RATIONALE
7/29/2015 India Ratings and Research Private Limited : India's Most Respected Credit Rating and Research Agency
IndRa : Info Center : Press Releases
India Ratings Upgrades HUDCO to ‘IND AAA’/Stable; Rates Proposed Bonds at ‘IND AAA’
IndRaNew Delhi22 July 2015: India Ratings and Research (IndRa) has upgraded Housing and
Urban Development Corporation Limited’s (HUDCO) LongTerm Issuer Rating to ‘IND AAA’ from ‘IND
AA+’ with a Stable Outlook and affirmed its ShortTerm Issuer Rating at ‘IND A1+’.
IndRa has also assigned HUDCO’s INR85bn (partly taxable and partly taxfree) domestic bond
issuances an ‘IND AAA’ rating with a Stable Outlook. A full list of rating actions is at the end of this
commentary.
KEY RATING DRIVERS
Public Policy Institution: The upgrade reflects the further strengthening of HUDCO’s role as a
public policy institution. The government of India (GoI) has made HUDCO one of the two central
nodal agencies to channelise the disbursement of the creditlinked subsidy under ‘Housing for All by
2022’/‘Pradhan Mantri Awas Yojana’ to lending institutions and monitor its progress. This is in view of
HUDCO’s role in executing a social mandate to meet the housing needs of the economically weaker
section/ low income group category. Moreover, IndRa expects GoI to continue providing timely
support to HUDCO as reflected by its recent notification authorising HUDCO to issue taxfree bonds
to the tune of INR50bn in this fiscal.
Lending of sovereignguaranteed loans by Japan Bank for International Cooperation and Asian
Development Bank reflects the importance of HUDCO to the central government. GoI also pursues
with appropriate authorities to enable HUDCO to seek a waiver of the government guarantee fee
applicable on sovereign foreign currency loans. HUDCO’s close operational links with GoI and state
government guarantees to the loans disbursed along with allocations in state budgets for the same
have helped prevent any credit losses in its state government portfolio (FYE15: 87% of the total loan
portfolio, and on a rising trend) to date.
Focus on Core Sector and State Government Loans: To reduce the credit risk, HUDCO has
skewed loan disbursal towards state government agencies with their share in the total loan disbursals
increasing to 97% in FY15 from 60% in FY10. Disbursements in the core sector, which comprises
social housing and noncommercial urban infrastructure, grew 22% yoy in FY15 in relation to the total
disbursal growth of 8.3% yoy and accounted for 78% of the total disbursals in FY15. In the core
sector, the share of nonperforming loans to total outstanding loans was minuscule at 0.8% and 2%,
respectively, in FY15.
Disbursals to the nongovernment sector reduced in FY14 and FY15. Industrial infrastructure, power
and commercial real estate and townships in the nongovernment sector had some share of loan
disbursals till FY13. There were no loan disbursals in these sectors in FY14. Also, disbursals in the
nongovernment sector in FY15 were only in the power sector with a share of 3% of total disbursals.
IndRa believes the focus on loan disbursal to state government agencies dealing in core sector
development shall continue in the near to medium term as a part of HUDCO’s prudent risk
management policy.
The gross NPL ratio declined marginally to 6.21% in FY15 from 6.76% in FY14. Net NPL ratio
dropped substantially to 1.34% in FY15 from 2.52% in FY14 due to higher provisioning (FY15:
23.94% yoy).
Increasing Profitability: HUDCO is a more profitable entity than most of other IndRa rated public
policy institutions in terms of better net interest margin, preprovision operating profitability as well as
return on average assets. HUDCO has reduced its cost of funds (interest expense/ average interest
bearing liabilities, FY15: 7.63%, FY12: 8.51%) while improving its yield on assets, which had a
bearing on FY15 profitability ratios.
https://www.indiaratings.co.in/sectors/showPage.jsp?file=/upload/sectors/pressReleases/ratingsRelated/2015/7/22/indra22HUD.htm 1/3
HUDCO mobilised refinance assistance of INR17bn in FY15 from National Housing Bank under its
rural housing fund and urban housing fund. The access to lowercost funds has helped HUDCO to
increase its loan exposure to social housing for the economically weaker sections and low income
groups, as well as to noncommercial urban infrastructure and cut back on higher yielding noncore
sectors of power, real estate and industrial infrastructure. IndRa believes the incremental cost of
funds would reduce further in FY16 as GoI has notified HUDCO to issue lowcost, taxfree bonds of
INR50bn.

Well Capitalised: HUDCO’s capitalisation (tier 1 capital ratio) increased sharply to 51.21% in FY15
from 27.85% in FY14 on the back of a decline in the growth rate of its riskweighted assets. The Mini
Ratna status conferred to HUDCO in FY05 has led to the prevention of equity infusions from the
government; however, it has maintained a higher equity to assets ratio (FY15: 23.5%) than that of its
peers.
RATING SENSITIVITIES
Negative: A negative rating action could result from dilution in HUDCO’s role as a public policy
institution for GoI’s public policy initiatives, or GoI’s significant reduction in HUDCO’s stake to the
extent of weakening of linkages.
COMPANY PROFILE
HUDCO was incorporated in 1970 as a 100% GoIowned company under section 4A of the
Companies Act. Apart from financing lowcost social housing and noncommercial urban
infrastructure projects, it offers consultancy services in costeffective and innovative construction
technologies. HUDCO is regulated by National Housing Bank and administered by GoI’s Ministry of
Housing & Urban Poverty Alleviation.
HUDCO’s ratings are as follows:
LongTerm Issuer Rating: upgraded to ‘IND AAA’ from ‘IND AA+’; Outlook Stable
ShortTerm Issuer Rating: affirmed at ‘IND A1+’
INR85bn domestic bonds (partly taxable and partly taxfree; including a sublimit of INR20bn of
subordinated debt): assigned ‘IND AAA’/Stable
INR142.5587bn domestic bonds (partly taxable and partly taxfree): upgraded to ‘IND AAA’/Stable
from ‘IND AA+’
INR100bn longterm bank loans: upgraded to ‘IND AAA’/Stable from ‘IND AA+’
INR30bn shortterm debt: affirmed at ‘IND A1+’
INR5bn shortterm debt: assigned ‘IND A1+’
INR30bn domestic term deposit: upgraded to ‘IND tAAA’/Stable from ‘IND tAA+’
Contacts:
Primary Analyst
Debolina Das
Analyst
+91 11 4356 7247
India Ratings and Research Pvt Ltd
601609, Prakashdeep Building
7, Tolstoy Marg, Connaught Place
New Delhi 110 001
Secondary Analyst
Devika Malik
Analyst
+91 11 4356 7259
Committee Chairperson
Devendra Kumar Pant
Senior Director
+91 11 4356 7251
Media Relations: Mihir Mukherjee, Mumbai, Tel: +91 22 4035 6121, Email:
[email protected].
Additional information is available at www.indiaratings.co.in. The ratings above were solicited by, or
on behalf of, the issuer, and therefore, India Ratings has been compensated for the provision of the
ratings.
Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to
buy, sell, make or hold any investment, loan or security or to undertake any investment strategy with
respect to any investment, loan or security or any issuer.
Applicable Criteria: ‘Rating of Public Sector Entities’, dated 12 September 2012, are available at
www.indiaratings.co.in.
ALL CREDIT RATINGS ASSIGNED BY INDIA RATINGS ARE SUBJECT TO CERTAIN
LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS
BY FOLLOWING THIS LINK:
HTTP://INDIARATINGS.CO.IN/UNDERSTANDINGCREDITRATINGS.JSP. IN ADDITION, RATING
DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE
AGENCY'S PUBLIC WEBSITE 'WWW.INDIARATINGS.CO.IN'. PUBLISHED RATINGS, CRITERIA,
AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. INDIA RATINGS
CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL,
COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE
FROM THE CODE OF CONDUCT SECTION OF THIS SITE.
***
India Ratings & Research (India Ratings) has six rating offices located at Mumbai, Delhi,
Chennai, Kolkata, Bangalore and Hyderabad. India Ratings is recognised by Reserve Bank of
India, Securities Exchange Board of India (SEBI) and National Housing Bank.
***
ANNEXURE C: CONSENT LETER FROM THE DEBENTURE TRUSTEE

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SHELF PROSPECTUS

Dated January 18, 2016

HOUSING AND URBAN DEVELOPMENT CORPORATION LIMITED

SBICAP TRUSTEE COMPANY LIMITED

DEFINITIONS AND ABBREVIATIONS .......................................................................................................... 1

Company Related Terms

Issue Related Terms

Conventional and General Terms or Abbreviations

Term/Abbreviation Description/ Full Form

Business / Industry Related Terms

Term/Abbreviation Description/ Full Form

Currency and Unit of Presentation

Industry and Market Data

 our ability to manage our credit quality;

RISKS IN RELATION TO OUR BUSINESS

12. Our business may be adversely affected by future regulatory changes.

RISKS IN RELATION TO THE BONDS

COMMON TERMS FOR ALL SERIES OF THE BONDS

SPECIFIC TERMS FOR EACH SERIES OF BONDS**

Options Option 1 Option 2

Statement of Assets & Liabilities

(1) Share Holders' Funds

(2) Non-current Liabilities

(1) Non-current Assets

Year Ended Year Year Year Year

(i) Finance Cost 1,775.38 1,701.71 1,567.92 1,629.08 1,273.27

Total Tax Expense IX (i+ii+iii) 403.31 368.01 361.14 309.64 271.08

Provision on loans & advances (2.55) 1.33 2.07 6.64 1.43

Provision for leave encashment 5.28 (10.57) 5.25 1.68 5.47

Provision for Loans 101.28 167.85 68.00 352.18 (112.20)

Provision for welfare expenditure 0.58 (0.03) 0.31 0.02 -

Provision for LTC (5.13) (2.57) (2.07) 2.28 (3.20)

Provision for Provident Fund 0.00 (4.12) (4.61) (5.21) 13.94

Provision for Wealth Tax 0.25 0.25 - - -

Provision for Interest under Income tax Act 5.40 2.50 - - -

Prior Period Adjustments (Net) 10.42 (21.62) 19.71 0.07 0.29

Direct taxes paid(Net of refunds) 373.52 359.66 278.50 250.34 211.58

Securities Premium on Bonds 0.00 0.04 0.00 0.00 0.00

KFW Reserve 1.15 0.00 0.01 0.31 1.72

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (10.83) (10.45) (8.48) (3.88) (19.00)

Sale of Fixed assets 0.02 0.09 0.08 0.08 0.04

Dividend Paid (100.01) (150.00) (140.01) (110.02) (59.08)

(Rs. in crore except percentages)

Strengths and competitive advantages

Established track record

Varied consultancy services in housing and urban infrastructure sector

Wide pool of skilled and professional workforce

The key elements of our business strategy are as follows:

Enhance participation in implementation of government programmes on housing and urban infrastructure

Increase financing of the housing and urban infrastructure projects

Develop strategic alliances with various agencies

Enhance income from fee-based activities

Registered and Corporate Office

HUDCO Bhawan, Core- 7A

Details Registration/Identification number

Address of the Registrar of Companies

The Registrar of Companies

Mr. Harish Kumar Sharma