MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by NHB or entered into more than two years before the date of this Prospectus Tranche-I) which are or may be deemed material have been entered or are to be entered into by NHB.
These contracts and also the documents for inspection referred to hereunder, may be inspected on Working Days at the Head Office of NHB situated at Core 5 A, India Habitat Centre, Lodhi Road, New Delhi -110003 from 10 a.m. to 5 p.m, during which issue is open for public subscription under Prospectus Tranche-I.
MATERIAL CONTRACTS
1. Lead Manager’s MoU dated November 7, 2013 between NHB and the Lead Managers.
2. Agreement dated November 7, 2013 between NHB and the Registrar to the Issue.
3. Bond Trustee Agreement dated November 7, 2013 between NHB and the Bond Trustee for the Bondholders.
4. Agreement dated December 23, 2013 between NHB and the Consortium Members.
5. Escrow Agreement dated December 21, 2013 between NHB, the Lead Managers the Registrar to the Issue and the Escrow Collection Bank(s).
6. Tripartite Agreement dated March 1, 2013, between CDSL, NHB and the Registrar to the Issue.
7. Tripartite Agreement dated February 23, 2005 between NSDL, NHB and the Registrar to the Issue.
MATERIAL DOCUMENTS 1. The NHB Act.
2. Copy of Board resolution dated August 5, 2013, approving the Issue and related matters including authorised signatories.
3. Letters dated October 28, 2013, November 11, 2013 and December 10, 2013 by CARE, dated October 29, 2013, and December 10, 2013 by CRISIL and dated October 25, 2013, and December 10, 2013 by ICRA, assigned a rating of “CARE AAA”, “CRISIL AAA”
and “[ICRA] AAA (Stable)” to the Bonds.
4. Consents of each of the Directors (other than Mr. Ajay Kumar Dutta), Compliance Officer, Lead Managers, Legal Advisors to the Issue, Registrar to the Issue, Bankers to NHB, Bankers to the Issue, Refund Bank, the Bond Trustee for the Bonds, and the Credit Rating Agencies to include their names in this Prospectus Tranche-I, in their respective capacities.
5. Consent of the Auditors, for inclusion of their names and the report on the financial statements including the annexure and notes thereto, in the form and context in which they appear in this Prospectus Tranche-I, and their statement on tax benefits mentioned herein.
6. The statement of tax benefit report dated November 11, 2013, prepared by the Auditors.
7. Auditor’s report dated November 11, 2013 on Reformatted Financial Statements, for the Fiscal 2013, 2012, 2011, 2010 and 2009.
8. Notification (No. 61/2013/F.No.178/37/2013-(ITA.1)) dated August 8, 2013 issued by Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, and Government of India.
9. Annual Reports of NHB for the last five Fiscals.
10. In-principle listing approval from NSE, through letter no. NSE/LIST/225291-3 dated December 20, 2013.
11. SEBI Letter bearing no. IMD/DOF-1/BM/VA/OW/27854/2013 dated October 30, 2013 to NHB, to file Shelf Prospectus.
12. SEBI Letter bearing no. IMD/DOF-1/BM/RA/OW/ /2013 dated December 9, 2013 permitting NHB to file the Offer Documents to be signed by all Directors (other than Mr. Ajay Kumar Dutta).
13. Due Diligence Certificate dated December 24, 2013 by the Lead Managers.
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 NHB in compliance with applicable laws.
RECENT DEVELPOPMENTS
There are no recent material developments in relation to NHB since the filing of the Shelf Prospectus with the NSE, the Designated Stock Exchange, including in respect of disclosure under the sections titled “Risk Factors”, “Selected Financial Information”, “Capital Structure”,
“Industry Overview”, “Business”, “Regulations and Policies”, “History and Certain Corporate Matters”, “Management”, “Promoter”, “Stock Market Data for our Debentures” “Description of Certain Indebtedness”, “Outstanding Litigation”, “Material Developments” “Main Provisions of NHB Act” and Annexure A, B, C, D and E of the Shelf Prospectus. NHB further confirms that the Prospectus contains all material disclosures which are true and adequate to enable prospective investors to make an informed investment decision in this Tranche-I Issue, and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
DECLARATION
We, the undersigned Directors of the Bank, certify that all applicable legal requirements in connection with this Tranche-I Issue, including all relevant provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, including the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (“SEBI Debt Regulations”), the National Housing Bank Act, 1987 or the rules made or guidelines issued thereunder, as the case may be, and all applicable guidelines issued by Government of India and any other competent authority in this behalf, have been duly complied with and that no statement made in this Prospectus Tranche-I contravenes the relevant provisions of the Companies Act, 1956, the Companies Act, 2013, the SEBI Debt Regulations, the Securities and Exchange Board of India Act, 1992, the National Housing Bank Act, 1987 or the rules made or guidelines issued thereunder, as the case may be.
We further certify that this Prospectus Tranche-I, which is to be read with the Shelf Prospectus, does 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 all statements in this Prospectus Tranche-I are true and correct and does not contain mis- statement.
Signed by the Board of Directors Mr. R.V.Verma
Chairman & Managing Director
(under Section 6(1) (a) of the National Housing Bank Act, 1987) Dr. Santosh Chandra Panda
Professor of Economics, Delhi School of Economics
(under Section 6(1) (b) of the National Housing Bank Act, 1987) Dr. Neelima Risbud,
Dean of Studies, School of Planning and Architecture
(under Section 6(1) (b) of the National Housing Bank Act, 1987) Mr. H.R. Khan
Deputy Governor, Reserve Bank of India
(under Section 6(1) (d) of the National Housing Bank Act, 1987) Mr. G.M. Rao
Director, Central Board of Directors, Reserve Bank of India (under Section 6(1) (d) of the National Housing Bank Act, 1987) Mr. Arvind Kumar, IAS
Joint Secretary to the Government of India, Ministry of Finance (under Section 6(1) (e) of the National Housing Bank Act, 1987) Smt. Vijaya Srivastava, IAS,
Joint Secretary to the Government of India, Ministry of Rural Development (under Section 6(1) (e) of the National Housing Bank Act, 1987)
Dr. S. Siddharth, IAS,
Secretary to the Government of Bihar, Urban Development and Housing Department (under Section 6(1) (f) of the National Housing Bank Act, 1987)
Place: New Delhi Date: December 24, 2013
ANNEXURE A: SHELF PROSPECTUS DATED DECEMBER 24, 2013