TRASH3
TRASH3
application form
TRANCHE 1 ISSUE OPENS ON : WEDNESDAY DECEMBER 28, 2011
(An Autonomous Body under the Ministry of Road Transport & Highways, Government of India) TRANCHE 1 ISSUE closes ON : WEDNESDAY JANUARY 11, 2012^
NATIONAL HIGHWAYS AUTHORITY OF INDIA - PUBLIC ISSUE OF tax free Bonds - tranche 1 issue (Constituted on June 15, 1989 by an Act of Parliament - The National Highways Authority of India Act, 1988)
Head Office : G-5 & 6, Sector 10, Dwarka, New Delhi - 110 075; Tel: +91 11 25074100/4200; Fax: +91 11 25093517/3515; Website: www.nhai.org, E-mail: [email protected],
Compliance Officer: Mr. S.K. Chauhan, Manager (Finance & Accounts); Tel.: +91 11 25074100/4200, Extension: 2479, Fax: +91 11 25093517; E-mail: [email protected] Application No. 82500868
PUBLIC ISSUE BY NATIONAL HIGHWAYS AUTHORITY OF INDIA (“NHAI” OR “ISSUER” OR “AUTHORITY”) OF TAX FREE SECURED REDEEMABLE NON CONVERTIBLE BONDS OF FACE VALUE OF ` 1,000 EACH IN THE NATURE OF DEBENTURES HAVING TAX BENEFITS UNDER SECTION 10 (15) (iv)
(h) OF THE INCOME TAX ACT, 1961, AS AMENDED (“BONDS”) NOT EXCEEDING AN AGGREGATE AMOUNT OF ` 10,00,000 LACS. BY WAY OF ISSUANCE OF BONDS IN ONE OR MORE TRANCHES IN THE FISCAL YEAR 2012 (EACH A “TRANCHE ISSUE”, AND TOGETHER ALL TRANCHE ISSUES UP TO
THE SHELF LIMIT, “ISSUE”). The Tranche ISSUE BY THE ISSUER IS OF BONDS AGGREGATING TO ` 5,00,000 LACS WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO THE SHELF LIMIT (I.E. UPTO ` 10,00,000 LACS) (“TRANCHE 1 ISSUE”). The Tranche ISSUE IS BEING OFFERED BY WAY
OF A THE PROSPECTUS TRANCHE - 1, WHICH CONTAINS, INTER ALIA, THE TERMS AND CONDITIONS OF THE TRANCHE - 1 (“PROSPECTUS TRANCHE - 1”), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED DECEMBER 13, 2011 FILED WITH THE DESIGNATED STOCK
EXCHANGE AND SEBI (THE “SHELF PROSPECTUS”). THE SHELF PROSPECTUS, ADDENDUM TO THE SHELF PROSPECTUS TOGETHER WITH THE PROSPECTUS TRANCHE - 1 SHALL CONSTITUTE THE “PROSPECTUS”.
Lead Manager’s / Consortium Member’s Name & Code Sub-Consortium Member’s / Broker’s Name & Code Sub-Broker’s / Agent’s Code Bank Branch Stamp Bank Branch Serial No. Date of Receipt
ICICI SECURITIES SMC Global Securities Ltd
20/1061-3 23/07714-31 005602
To, The Members, NATIONAL HIGHWAYS AUTHORITY OF INDIA, G-5 & 6, Sector 10, Dwarka, New Delhi - 110 075 Credit Rating “CRISIL AAA/Stable” by CRISIL, “CARE AAA” by CARE
and “Fitch AAA(ind) with Stable Outlook” by FITCH
Dear Sirs,
Having read, understood and agreed to the contents and terms and conditions of NHAI’s Shelf Prospectus dated December 13, 2011 and Prospectus Tranche 1 dated December 22, 2011, I/We hereby apply for allotment to me/us; of the under mentioned Series Bonds out of the Tranche 1 Issue. The amount payable on application for the below mentioned Series Bonds is remitted
herewith. I/We hereby agree to accept the Series Bonds applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. I/We irrevocably give my/our authority and consent to SBICap Trustee Company Limited, to act as my/our trustees and for doing such acts and signing
such documents as are necessary to carry out their duties in such capacity. I/We acknowledge that the Applications made by me/us do not exceed the investment limit on the maximum number of Series Bonds which may be held by me/us under applicable statutory and /or regulatory requirements. By making this application, I/We acknowledge that I/We have understood the terms
and conditions of the Tranche 1 issue of Series Bonds of the Company as disclosed in the prospectus.
Notwithstanding anything contained in this form and the attachments hereto, by making this application: In case of applicants other than NRIs: I/We confirm that I am/We are Indian National(s)/registered in India, resident in India and I am/ we are not applying for the said Bonds as nominee(s) of any person resident outside India and/or Foreign National(s). In case of NRI applicants:
I/we confirm that I am/ we are a NRI(s) as per Foreign Exchange Management Act, 1999, as amended and rules, regulations, notifications and circulars issued, and I am/ we are not applying for the said Bonds as nominee(s) of any person resident outside India (other than an NRI applicant eligible to apply under the Issue) and/or Foreign National(s).
Notwithstanding anything contained in this form and the attachments hereto, I/we confirm that I have carefully read and understood the contents, terms and conditions of the Prospectus, in their entirety and further confirm that in making my/our investment decision: (i) I/we have relied on my/our own examination of NHAI and the terms of the Issue, including the merits and risks
involved, (ii) our/my decision to make this application is solely based on the disclosures contained in the Prospectus, (iii) my/our application for Bonds under the Issue is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by me/us, (iv) In case of applicants other than NRIs: I/we am/are not persons resident outside
India and/or foreign nationals within the meaning thereof under the Foreign Exchange Management Act, 1999, as amended and rules regulations, notifications and circulars issued thereunder; In case of NRI applicants: I/we am/are a NRI(s) within the meaning thereof under the Foreign Exchange Management Act, 1999, as amended and rules, regulations, notifications and circulars
issued and am eligible to apply under the Issue, and (v) I/we 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.
Please fill in the Form in English using BLOCK letters
APPLICANTS’ DETAILS (for Applicants applying in Demat Mode name(s) should be in the same order as it appears in the demat account) Date d d / m m / 201
NAME OF SOLE/FIRST APPLICANT Mr./Mrs./Ms./M/s. AGE years
NAME OF GUARDIAN Mr./Mrs./Ms. DATE OF BIRTH d d m m y y y y
(In case of minor only) (Compulsory for minor)
ADDRESS
(of Sole / First Applicant)
DP - ID I N
TEAR HERE
Beneficiary Account Number (16 digit beneficiary A/c. No. to be mentioned above)
For NRI Applicants: Demat Account Status (Please Tick) Repatriable Non-Repatriable
OPTION TO HOLD THE BONDS IN PHYSICAL FORM* NOMINATION (FOR ALLOTMENT IN PHYSICAL FORM)
(If this option is selected, the KYC Documents as mentioned in Instruction No. 36 are mandatory)
Name of the Nominee : __________________________________________________________________________________________________
□ In terms of Section 8(1) of the Depositories act, 1996, I/we wish to hold the Bonds in physical form. I/We hereby confirm that the information provided in “APPLICANTS
DETAILS” is true and correct. I/We enclose herewith as the KYC Documents, self attested copies of PAN Card, Proof of Residential Address and a Cancelled Cheque In case of Minor, Guardian : ______________________________________________________________________________________________
of the bank account to which the amount pertaining to payment of refunds, interest and redemptions as applicable should be credited.
Bank Details for payment of Refund / Interest / Maturity Amount
______________________________________ ______________________________________ ______________________________________ Bank Name : _______________________________________________________________ Branch : ____________________________________
Sole/First Applicant Second Applicant Third Applicant
* Application by NRI in Physical Form to be submitted only at the collection centres as mentioned in page 3 herein. Account No. : ______________________________ IFSC Code : __________________________ MICR Code : ___________________________
Drawn on Bank_________________________________________________________________________________________
Branch________________________________________________________________________________________________
Please Note : Cheque / DD should be drawn in favour of “NRI Escrow Account NHAI - Tranche-I” by all NRI Applicants and “Escrow Account NHAI - Tranche-I” by all other applicants. It should be crossed “A/c Payee only”. Please write the sole/first Applicant’s name, phone
no. and Application no. on the reverse of Cheque/DD. Demographic details of applicants applying in demat mode will be taken from the records of the Depositories for purpose of refunds, if any.
SOLE/FIRST APPLICANT SECOND APPLICANT THIRD APPLICANT
Permanent Account Number (Mandatory)
(See General Instruction No. 34)
signature(s)
^The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and close at the close of banking hours, with an option for early closure (subject to the Issue being open for a minimum of 3 days) or extension by such period, upto a maximum period of 30 days from the date of opening of the Issue, as may
be decided by the Board of NHAI subject to necessary approvals. In the event of such early closure of the subscription list of the Issue, NHAI 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 a leading national daily newspaper.
TEAR HERE
82500868
ACKNOWLEDGEMENT
Application No.
SLIP FOR APPLICANT
tranche 1 issue
(An Autonomous Body under the Ministry of Road Transport & Highways, Government of India)
(Constituted on June 15, 1989 by an Act of Parliament - The National Highways Authority of India Act, 1988)
Head Office : G-5 & 6, Sector 10, Dwarka, New Delhi - 110 075; Tel: +91 11 25074100/4200; Fax: +91 11 25093517/3515; Website: www.nhai.org, E-mail: [email protected],
Compliance Officer: Mr. S.K. Chauhan, Manager (Finance & Accounts); Tel.: +91 11 25074100/4200, Extension: 2479, Fax: +91 11 25093517; E-mail: [email protected]
Received From
Options Issue Price No. of Bonds Amount Payable (`)
per Bond (A) applied for (B) (A x B) Cheque/Demand Draft No. _____________________________ Dated ___________ 201 Bank’s Stamp & Date
Series 1
www.sapprints.com - R
While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Bank matches with the date stamp on the Acknowledgement Slip.
R
MK
NATIONAL HIGHWAYS AUTHORITY OF INDIA - APPLICATION FORMS WILL BE AVAILABLE AT FOLLOWING LOCATIONS
SBICAP SECURITIES LIMITED
AGRA: SBICAP Securities Ltd., C/o. SBI Main Branch, Chipitola 282 001, P: 2252079. AHMEDABAD: SBICAP Securities Ltd., 4, Nishka Avenue, Opp. Pizza Hut, Navrangpura 380 009, P: 26561450. SBICAP Securities Ltd., 2nd Floor, “Nirman”, Besides Jyoti Plaza, Nr. Shyamal Cross Road, Satellite 380 015, P: 26764456. SBICAP Securities Ltd., C/o. State Bank of India, 1st Floor, Modi Arcade, Near Rly. Station, Maninagar (West) 380 008, P: 25469205;
AMRITSAR: SBICAP Securities Ltd., C/o. State Bank of India, Main Branch, Town Hall,143 001, P: 5030146. BANGALORE: SBICAP Securities Ltd., SBI LHO Campus, Behind SPB Branch, St. Marks Road 560 001, P: 32905247. SBICAP Securities Ltd., PB No-483, No-73, K R Road, SBM Building 1st Flr., Basavangudi 560 004, P: 42103575. SBICAP Securities Ltd., 1st Floor, C/o. SBI Koramangala, PBB Branch No.472, AVS Complex, 4th Block, Ko-
ramangala 560 034, P: 49074203. BHAVNAGAR: SBICAP Securities Ltd., C/o State Bank of Saurashtra - Kalanala Branch, Kalanala 364 001, P: 2520009. BHILAI: SBICAP Securities Ltd., SBI Main Branch, Sector 1 490 001, BHOPAL: SBICAP Securities Ltd., State Bank of Indore, Paanchanan, T T Nagar 462 003, P: 6549108. CHANDIGARH: SBICAP Securities Ltd., C/o. State Bank of India, Main Branch, SCO 43-48, 1st Flr, Sector 17 B 160 017, P:
5079240.CHENNAI: SBICAP Securities Ltd., SBI Main Branch New No. 84, 22 Rajaji Salai 600 001, P: 42065997. SBICAP Securities Ltd., SBI Building No 2 A, Prakasam Road, Panagal Park, T Nagar 600 017, P: 42606204. SBICAP Securities Ltd., SBI SPB Branch, Plot No.4, Teachers Colony, Indiranagar, Adyar 600 020, P: 42607565.COIMBATORE: SBICAP Securities Ltd., SBI Main Branch, State Bank Road 641 018, P: 2395711. SBICAP Securities
Ltd., SBI Premises - 1st Flr., 451, D.B. Road, R.S.Puram 641 018, P: 4355527. DEHRADUN: SBICAP Securities Ltd., SBI Main Branch, 4th Convent Road 248 001, P: 2651156; DURGAPUR: SBICAP Securities Ltd., C/o. State Bank India, Durgapur Branch, DSP Maingate, PO Durgapur- 713 203, P: 2588289. ERODE: SBICAP Securities Ltd., C/o. SBI Main Branch, D-48, State Bank Road 638 003, P: 4270818. FARIDABAD: SBICAP Securities Ltd., State
Bank of India, 1st Flr., Neelam Chowk, N.I.T,121 001, P: 2420209. GHAZIABAD: SBICAP Securities Ltd., C/o. State Bank of India, Navyug Marget 201 001, P: 2798891.GUNTUR: SBICAP Securities Ltd., Shop No-13, Second Floor, Raghu Mansion, 4/1, Brodipet 522002, P: 3244001.GURGAON: SBICAP Securities Ltd ., Sbicap Securites, SBI Sushant Lok 1, B/05, Unitech Trade Centre 12209, P: 2385365. GUWAHATI: SBICAP Securities Ltd., C/o. State
Bank of India, Dispur Branch, Opposite Assam Sachibalaya, Dispur 781 006, P: 2237594. GWALIOR: SBICAP Securities Ltd., C/o State Bank of India, Basement, Main Branch, Jiwaji Chowk, Lashkar 474 001, P: 2620727. HYDERABAD: SBICAP Securities Ltd., State Bank of Hyderabad, Ground Floor, Gunfoundry 500 001, P: 23321875. SBICAP Securities Ltd., Room 4, 1st Flr., H.No 10-2-199, Nehrunagar, Entrenchment Rd., Marred Pally, Secunderabad
500 026, P: 27700135. SBICAP Securities Ltd., 1st Floor, DMC Center, Above State Bank of India, St. John’S Road, East Marredpally, Secunderabad 500 026, P: 40137725. INDORE: SBICAP Securities Ltd., State Bank of Indore 5, Yashwant Niwas Road 452 003, P: 2547517. SBICAP Securities Ltd., State Bank of India, GPO Main Branch 452 001, P: 4036625.JABALPUR: SBICAP Securities Ltd., C/o. SBI Main Branch, Civil Lines 482 001, P: 4218261.
JAIPUR: SBICAP Securities Ltd., C/o. SBI Special Branch, Ground Floor, Sangeneri Gate 302003, P: 4006483. SBICAP Securities Ltd., 128 , A - Block , 1st Flr, Opp. SBBJ Bank, Ganpati Plaza, M I Road 302 001, P: 3221945. JALANDHAR: SBICAP Securities Ltd., C/o. State Bank Ofindia, Civil Lines 144001, P: 4636317. JAMMU: SBICAP Securities Ltd., C/o. State Bank of India, Railway Road Branch 180 001, P: 2471118. JAMNAGAR: SBICAP Se-
curities Ltd., G-3, Ground Flr., Madhav Darshan Complex, Opposite Cricket Bungalow Near Limda Line 361 001, P: 2555170. JAMSHEDPUR: SBICAP Securities Ltd., SBI, Jamshedpur Bistupur 831001, P: 3206515. JODHPUR: SBICAP Securities Ltd., C/o. SBI, Special Branch, High Court Campus, Kachauri 342 001, P: 2546546.KANPUR: SBICAP Securities Ltd., SBI Main Branch Campus, Zonal Office,16/101 Civil Line Mall Road 208 001, P: 2333571.
KOCHI: SBICAP Securities Ltd., SBI Shanmugham Rd., Branch 2nd Floor, KTDC Bldg, Ernakulam 682 031, P: 3248745. KOLKATA: SBICAP Securities Ltd., SBI Main Branch, Sammriddi Bhavan, 3rd Floor, 1-Strand Road, 700 001, P: 22481729. SBICAP Securities Ltd., State Bank of India, Jeevandeep Bldg, Ground Floor, Middleton Street 700 071, P: 22886604. SBICAP Securities Ltd., C/o. SBI, 50 A, Gariahat Road, Ballygunge 700 019; KOTA: SBICAP
Securities Ltd., Kota Main Branch, Chhawani Chouraha 324 007, P: 2390147. LUCKNOW: SBICAP Securities Ltd., C/o State Bank of India, 2/103 Vijay Khand First Flr, Gomti Nagar 226 010, P: 2303261. SBICAP Securities Ltd., C/o. SBI Govt. Business Branch, Moti Mahal Marg, Behind K.D.Singh Babu Stadium, Hajrath Ganj 226 001, P: 3202184.LUDHIANA: SBICAP Securities Ltd., SBI, 1st Floor, Fountain Chowk, Civil Lines 141 001, P: 5025634.
MADURAI: SBICAP Securities Ltd., C/o. State Bank of India, Number-7A, West Veli Street, Opposite Railway Station 625 001, P: 4506404. MANGALORE: SBICAP Securities Ltd., C/o. SBI, Mangalore Main Branch, Port Road, P.B. No-90, 575 011, P: 4265361. MUMBAI: SBICAP Securities Ltd., State Bank of India, M.G.Road Ghatkopar East 400 077, P: 25020964. SBICAP Securities Ltd., 1st Floor, Tulsiani Chembers, Nariman Point 400 021, P: 32660218.
SBICAP Securities Ltd., SBI Admin Building Compound, Madam Cama Rd., Nariman Point 400 021, P: 22023214. SBICAP Securities Ltd., C/o. SBI SPB Branch, Mumbai Samachar Marg, Gate No 7, Horniman Circle, Fort 400 001, P: 32660216. SBICAP Securities Ltd., 2nd Flr, C Wing, Mafatlal Chambers, N.M Joshi Marg, Lower Parel 400 013, P: 42273451. SBICAP Securities Ltd., C/o. SBI JVLR Branch, Ground Floor, Juhu Versova Link Road, Andheri
(W) 400 053, P: 26707887. MYSORE: SBICAP Securities Ltd., C/o. State Bank of India, Mysore Main Branch, P.B.No. 204, Motikhana Building, New Sayaji Rao Road 570 024, P: 2435866. NAGPUR: SBICAP Securities Ltd., C/o. SBI Seva Sadan Branch, 75 Moti Mohan Complex, Seva Sadan Chowk, C.A.Road 440 018, P: 3257729. NASHIK: SBICAP Securities Ltd., C/o. SBI SPBB Br., Plot No. 56, Opp. Wadnagare Bhavan, Thatte Wadi, College Road
422 005, P: 2232152. NEW DELHI: SBICAP Securities Ltd., SBI SPB Branch 11, Parliament Street 110 001, P: 23744235. SBICAP Securities Ltd., State Bank of India, Personal Banking Branch, A-15 Hauz Khas 110016, P: 26511104. SBICAP Securities Ltd ., 9, New Rajdhani Enclave, Swasthya Vihar, Nr Preet Vihar Metro Station 110 092, P: 45108482. SBICAP Securities Ltd., C/o. State Bank of India, E-2/28, Sector-7, Rohini 110 085, P: 27055815.
NOIDA: SBICAP Securities Ltd., C/o. State Bank of India, Sector-26, 201 301, P: 2532133. PANJIM: SBICAP Securities Ltd., SBI, Panaji Main Branch, Dayanand Bandodkar Marg, Near Hotel Mandovi 403 001, P: 3253886. PATIALA: SBICAP Securities Ltd., State Bank of Patiala Mall Road, The Mall Near Sherawala Gate, Demat Section 147 001, P: 5013356. PATNA: SBICAP Securities Ltd., C/o. State Bank of India ,SPB Gandhi Maidan, Biscoman
Bhavan 800 001, P: 3260943. PONDICHERRY: SBICAP Securities Ltd., 164, Kamraj Salai, 1st Flr., Above SBI ADB Branch 605 013, P: 4304236. PUNE: SBICAP Securities Ltd., State Bank of India, Deccan Gymkhana Branch, J. M. Road, Deccan Gymkhana 411 004, P: 25539399. SBICAP Securities Ltd., C/o. SBI Bund Garden Branch, Grale 171/B, 1st Floor, DP Road 411 001, P: 30221091. RAIPUR: SBICAP Securities Ltd., C/o State Bank of India,
Kutchery Branch, Kutchey Chowk 492 001, P: 4075329. RAJKOT: SBICAP Securities Ltd., 608, Dhanrajni Complex, 6th Flr., Near Imperial Palace Hotel, Dr. Yagnik Road 360 001,P: 3043328. SALEM: SBICAP Securities Ltd., SBI Siruthozhil Branch Bank, House No. 68, Cherry Road 636 007, P: 4031780. SHIMLA: SBICAP Securities Ltd., C/o. State Bank of India, New Building, 2nd Floor, The Mall 171 003, P: 2652726. SURAT: SBICAP Securities Ltd.,
1/580, Pore Street, Nanpura, Opp SBI 395 001, P: 2464888.THIRUVANANTHAPURAM: SBICAP Securities Ltd., 1st Flr, State Bank of Travancore Building, Sasthamangalam 695 010, P: 6454296. TRICHY: SBICAP Securities Ltd., C/o. State Bank Of India, Micr Center, Ground Flr, Asha Arcade, 73 Promenade Road, Cantonment 620 001, P: 4002818. UDAIPUR: SBICAP Securities Ltd., C/o. SBI Main Branch, 23/C Madhuban 313 001, P: 2420150.VADO-
DARA: SBICAP Securities Ltd., SBI, Alkapuri, R.C. Dutt Road 390 007, P: 6535747. SBICAP Securities Ltd., C/o. SBI Mandvi Main Branch, Opp Jamnabhai Hospital, Mandvi 390 001, P: 2516422. SBICAP Securities Ltd., C/o. SBI Makarpura I.E. Branch, VCCI Building, Makarpura 390 010, P: 2632533. VARANASI: SBICAP Securities Ltd., C/o State Bank of India, Bhelupur Branch 221 010, P: 22277558.VIJAYAWADA: SBICAP Securities Ltd., SBI
,Governorpet Branch, Ali Begh Street, Governorpet 520 002, P: 2577887.VISAKHAPATNAM: SBICAP Securities Ltd., C/o. SBI Main Branch, Demat Section, Opposite Jail Road Junction, Near Redham Gardens 530002, P: 9949324544.
NATIONAL HIGHWAYS AUTHORITY OF INDIA - APPLICATION FORMS CAN ONLY BE SUBMITTED AT ANY OF THE FOLLOWING BRANCHES*
STATE BANK OF INDIA
Ahmedabad: Ahmedabad Main Branch Post Bag No. 182, Bhadra, Ahmedabad District: Ahmadabad Gujarat 380001. Allahabad: State Bank Of India Allahabad Branch Allahabad District: Allahabad Uttar Pradesh 211001. Amritsar: Town Hall Asr Pb No. 22 Amritsar Pb District: Amritsar Punjab 143001. Anand: - District: Anand Gujarat 388001. Bangalore: P.B.No. 5310 State Bank Road Bangalore 560 001 District: Bangalore Urban Karnataka 560001. Bareilly (Mc):
Civil Lines Near Kuthcery Bareilly District: Bareilly Uttar Pradesh 243001. Bardoli: Bhandariwad, Bardoli Gujrat 394601. Bharuch: Station Road, Bharuch District Bharuch State Gujarat District: Bharuch Gujarat 392001. Bhavnagar: Mangal Bhavan Diwanpara Road Bhavnagar District: Bhavnagar Gujarat 364001. Bhilai Nagar: Bhilai Pb No. 5 Sec.I Bhila Distt : Durg District: Durg Chhattisgarh 490001. Bhopal: New Market T.T. Nagar, Bhopal Distt : Bhopal District:
Bhopal Madhya Pradesh 462003. Bhubaneswar: Unit-1 Bhubaneswar Khurda District: Khurda Orissa 751009. Bokaro Steel City: P.O.-Bokaro Steel City District: Bokaro Jharkhand 827011. Chandigarh: Sco 43-48, Sector 17-B, Bank Square, Chandigarh District: Chandigarh Chandigarh 160017. Chennai: 2, Prakasam Road T. Nagar Chennai District: Chennai Tamil Nadu 600017. Coimbatore: State Bank Road, Coimbatore, Tamil Nadu. District: Coimbatore Tamil
Nadu 641018. Cuttack: Collectoriate Compound P.O-Chandinichowk Cuttack District: Cuttack Orissa 753002. Delhi: C Block 11 Parliament Street New Delhi District: Delhi Delhi 110001. Dhanbad: P.O.-Dhanbad District: Dhanbad Jharkhand 826001. Greater Mumbai: Videocon Heritage, Charanjit Rai Marg, Fort Mumbai District: Mumbai Maharashtra 400001Gwalior: Zonal Office Campus, City Centre, Gwalior District: Gwalior Madhya Pradesh 474011. Hyderabad:
Sbi Buildings Bank Street, Koti Hyderabad District: Hyderabad Andhra Pradesh 500095. Jabalpur: Jabalpur Main Branch Pb No. 16 Jbp482001 Distt : Jabalpur District: Jabalpur Madhya Pradesh 482001. Jaipur: State Bank Of India Main Branch, Sanganeri Gate, Jaipur District: Jaipur Rajasthan 302001. Jalandhar: Civil Lines, Jalandhar District: Jalandhar Punjab 144001. Jammu: Hari Market Jammu Tawi (J&K) District: Jammu Jammu & Kashmir 180001. Jamnagar:
- District: Jamnagar Gujarat 361001. Jamshedpur: P.O.-Jamshedpur District: Purbi Singhbhum Jharkhand 831001Jodhpur: High Cort Campus- Jodhpur Rajasthan District: Jodhpur Rajasthan 342006. Kochi: - District: Ernakulam Kerala 682003. Kolkata: Samriddhi Bhavan 1 . Strand Road Kolkata West Bengal 700001. Kota: Lic Building Kota District: Kota Rajasthan 324001. Lucknow: State Bank Of India Tara Wali Kothi, Moti Mah Al Marg Lucknow District:
Lucknow Uttar Pradesh 226001. Madurai: Sangam Towers 7 West Veli Street Madurai District: Madurai Tamil Nadu 625001. Meerut: Meerut Roorkee Road Meerut Cantt Meerut District: Meerut Uttar Pradesh 250001. Nagpur: Kingsway, Nagpur Dist. : Nagpur District: Nagpur Maharashtra 440001. Panaji: Panaji Main Branch Opp Mandovi Hotel,Db Marg Panaji , Goa District: North Goa Goa 403001. Patna: West Gandhi Maidan, Patna District: Patna Bihar 800001.
Pune: P O Box 6, Collector Office Compound Pune District: Pune Maharashtra 411001. Raipur: Raipur Pb No.29/61,Raipur Distt : Raipur District: Raipur Chhattisgarh 492001. Rajkot: Rajkot District: Rajkot Gujarat 360001. Ranchi: Court Compound, Ranchi District: Ranchi Jharkhand 834001. Salem: - District: Salem Tamil Nadu 636001. Shimla: Shimla-3 District: Simla Himachal Pradesh 171001. Surat: - District: Surat Gujarat 395001. Thane: SBI, Thane Branch,
Mazda Complex, Parsi Agiary Lane, Thane District: Thane Maharashtra 400601. Thiruvananthapuram: PB No 14 M G Road Trivandrum District: Thiruvananthapuram Kerala 695001. Tirupati: Behind Govindaraja Temple Tirupati District: Chittoor Andhra Pradesh 517501. Trichy: 21, Mcdonald Road, Tiruchirapalli , District Tiruchirapalli Tamilnadu 620001. Udaipur: Main Branch Udaipur, 23-C, Madhuban, Udaipur, Rajasthan District: Udaipur Rajasthan 313001. Unjha:
Station Road, Opp Post Office Unjha Mehsana Gujrat 384170 Valsad: - District: Valsad Gujarat 396001Varanasi: State Bank Of India Varanasi Branch Varanasi District: Varanasi Uttar Pradesh 221002Vijayawada: SBI, Patamata Near Auto Nagar Gate Vijayawada District: Krishna Andhra Pradesh 520007. Visakhapatnam: Rednam Gardens, Old Jail Road, Visakhapatnam District: Vishakhapatnam Andhra Pradesh 530001. Vyara: Surti Bazar, Vyara, Gujrat 394650.
AGRA MAIN: Frends Wasan Plaza, Sanjay Place, Dist. Agra, Uttar Pradesh, Pin - 282 003. ALLAHABAD MAIN: Hotel Samrat Building, 49/25, M.G. Marg, Civil Dist. Allahabad, Uttar Pradesh, Pin - 211001, AMRITSAR MAIN: Poddar Sadan, Near Post Office, Chowk Fuwara, Dist. Amritsar, Punjab - 143 001. BHILWARA: 15/251, Rajendra Marg, Dist. Bhilwara, Rajasthan, Pin - 311 001. BURDWAN: G.T. Road, Post Burdwan, Dist. Burdwan, West Bengal, Pin - 713
101. BHOPAL MAIN: P.B. No. 71, Post Jumerati, District Bhopal, Madhya Pradesh, Pin - 462 001, CHANDIGARH MAIN: SCO 64/65, Bank Square, Sector 17-B, Dist. Chandigarh, U.T.Chandigarh, Pin - 160 017. FARIDABAD MAIN: 58, Neelam Bata Road, Faridabad, Dist. Faridabad, Haryana, Pin - 121001, Haryana. GURGAON MAIN: 548/1, Dayanand Colony, New Railway Road, Gurgaon - 122 001, Haryana; JODHPUR MAIN: Takiya Chand Shah Market,
Outside Sojati Gate, Dist. Jodhpur, Rajasthan, Pin - 342 001. KOLHAPUR MAIN: 1411 “C”, Maya Chambers, Laxmipuri, Post Box No. 12, Dist. Kolhapur, Pin - 416 002; MEERUT MAIN: Begum Bridge Road, Opp. Govt.Inter College, P.B. No. 93, Meerut City, Uttar Pradesh, Pin - 250 001; MUZAFFARNAGAR: 167/1, Civil Lines, P.B. No. 40, Dist. Muzaffarnagar, Uttar Pradesh, Pin - 251 001. MUMBAI SAMACHAR MARG - MUMBAI: 66/80, Mumbai Samachar
Marg, Post Bag No.253 & 518, Fort, Mumbai - 400 023. DWARKA - NEW DELHI: Bansal Plaza, 1st Floor, Plot No. 13, Sector 6, Central Market Dwarka, New Delhi; NOIDA COMPLEX (HAROLA) MAIN: Sector 29, Brahmputra complex, Noida, Dist.Gautam Budh Nagar, Uttar Pradesh, Pin - 201 303, NASIK CITY: Maratha Mandir, Post Box No. 18, Mahatma Gandhi Road, Nasik City, Pin - 422 001, Maharashtra. PATIALA MAIN: 1, Yadvinder Colony, 2412/5,
Opp. Malwa Theatre, The Mall Road, Dist. Patiala, Punjab, Pin - 147 001, UDAIPUR MAIN: Opp. Town Hall, Panch Sheel Marg, Dist. Udaipur, Rajasthan, Pin - 313 001. SHILLONG: 2nd Floor, L D B Building, G S Road, Police Bazar, Shillong, Meghalaya, East Khasi Hills, Pin - 793 001.
SYNDICATE BANK
Aurangabad (Maharashtra) Friends Colony; Bangalore (Karnataka),Gandhi Nagar; Calicut (Kerala), Cherooty Road; Chennai (Tamil Nadu), Armenian Street; Erode (Tamil Nadu), Mettur Road. Hyderabad (Andhra Pradesh), Nizamshahi Road (N.S. Road). Kochi/Ernakulum (Kerala), Parry Junction, Thoppumpady; Mumbai (Maharashtra) Homji Street; Mangalore (Karnataka) Hampankatta; Salem (Tamil Nadu), Longley Road Shevapet. Thiruvananthapuram
(Kerala), Statue Junction; Trichur (Kerala), Palace Road, Thrissur; Trichy (Tamil Nadu), West Bouleward Road. Vijayawada (Andhra Pradesh), Main Road. Visakhapatnam (Andhra Pradesh), Daba Grdns.
NR APPL CANTS SEEK NG ALLOTMENT OF BONDS N PHYS CAL MODE SHALL SUBM T THE APPL CAT ONS AT MUMBA DELH AHMEDABAD HYDERABAD CHENNA BANGALORE CHAND GARH AND KOCH
GENERAL INSTRUCTIONS
Applicants are advised to read the Shelf Prospectus dated December 13, 2011 (the 6. Deemed Date of Allotment: The Deemed Date of Allotment shall be the date as may be determined whose payment amount exceeds ` 2.00 lacs shall be eligible to receive refund through RTGS, provided
“Shelf Prospectus”), Addendum to Shelf Prospectus together with the Tranche 1 by the Board or Committee and notified to the BSE and NSE. All benefits under the Bonds including the demographic details downloaded from the Depositories contain the nine digit MICR code of the
Prospectus dated December 22, 2011 (the “Prospectus Tranche 1”), shall constitute payment of interest will accrue to the Bondholders from the Deemed Date of Allotment. Actual Allotment Applicant’s bank which can be mapped with the RBI data to obtain the corresponding Indian Financial
the “Prospectus” and the general instructions contained in this Application Form may occur on a date other than the Deemed Date of Allotment. System Code (“IFSC”). Charges, if any, levied by the Refund Bank for the same would be borne by us.
carefully and to satisfy themselves of the disclosures before making an application for 7. Subscription: 7.1. Period of Subscription: The Issue shall remain open for the period mentioned Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant. 11.2.4.
subscription. Unless otherwise specified, all the terms used in this Issue Form have below: National Electronic Fund Transfer (“NEFT”): Payment of refund shall be undertaken through NEFT
the same meaning as in the Prospectus. For a copy of the Prospectus the applicants wherever the Applicants’ bank branch is NEFT enabled and has been assigned the IFSC, which can
may request us and/or the Lead Managers. Further, investors are advised to retain Issue Opens on December 28, 2011 be linked to an MICR code of that particular bank branch. IFSC Code will be obtained from the website
the copy of the Prospectus/Abridged prospectus for their future reference. Please fill
Issue Closes on January 11, 2012 of RBI as on a date prior to the date of payment of refund, duly mapped with an MICR code. Wherever
in the Form in English using BLOCK Letters. Investors should carefully choose the the Applicants have registered their MICR number and their bank account number while opening and
Option(s) they wish to apply for. Please refer to Terms of the Issue in the Prospectus The subscription list for the Issue shall remain open for subscription at the commencement of banking operating the beneficiary account, the same will be duly mapped with the IFSC Code of that particular
for further details. hours and close at the close of banking hours, with an option for early closure (subject to the Issue bank branch and the payment will be made to the Applicants through this method. The process flow
being open for a minimum of 3 days) or extension by such period, upto a maximum period of 30 days in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to
TERMS OF THE ISSUE from the date of opening of the Issue, as may be decided by the Board of NHAI subject to necessary operational feasibility, cost and process efficiency and the past experience of the Registrar to the Issue.
The Bonds being offered as part of this Tranche 1 Issue are subject to the provisions of the SEBI Debt approvals. In the event of such early closure of the subscription list of the Issue, NHAI shall ensure that In the event NEFT is not operationally feasible, the payment would be made through any one of the
Regulations, NHAI Act, CBDT Notification No. 52/2011.F.No.178/56/2011-(ITA.1) dated September 23, public notice of such early closure is published on or before the day of such early date of closure through other modes as discussed in this section. 11.2.5. Cheques or Demand drafts: By cheques or demand
2011, the terms of the Draft Shelf Prospectus, the Shelf Prospectus, the Prospectus Tranche - 1, the advertisement/s in a leading national daily newspaper. 7.2. Underwriting: The Issue is not underwritten. drafts made in the name of the Bondholders whose names appear in the Register of Bondholders as
Application Form, the terms and conditions of the Trustee Agreement and the Trust Deed, other applicable 7.3. Minimum Subscription: In terms of the SEBI Debt Regulations, an issuer undertaking a public maintained by NHAI and/or as provided by the Depositories. All Cheques or demand drafts as the case
statutory and/or regulatory requirements including those issued from time to time by SEBI/the GoI /BSE/ issue of debt securities is required to disclose the minimum amount of subscription that it proposes may be, shall be sent by registered/speed post at the Bondholder’s sole risk. 11.3. Printing of Bank
NSE, RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities to raise in the Issue in the offer document. In the event that an issuer does not receive the minimum Particulars: As a matter of precaution against possible fraudulent encashment of refund orders and
and any other documents that may be executed in connection with the Bonds. subscription disclosed in the offer, all application monies received in the public issue are required to be interest/redemption warrants due to loss or misplacement, the particulars of the Applicant’s bank account
1. Authority for the Issue: The CBDT, Department of Revenue, Ministry of Finance, GoI, by virtue of refunded forthwith. However, SEBI has, through its Letter dated November 17, 2011, exempted NHAI are mandatorily required to be provided for printing on the orders/warrants. Applications without these
power conferred upon it under Section 10(15)(iv)(h) of the Income Tax Act, 1961, has issued Notification from the requirements of specifying a minimum subscription amount for the issue. Therefore, there is details are liable to be rejected. However, in relation to Applications for dematerialised Bonds, these
No. 52/2011.F.No.178/56/2011-(ITA.1) dated September 23, 2011 authorising NHAI to issue the said no minimum subscription amount for the issue. particulars will be taken directly from the Depositories. In case of Bonds held in physical form either on
Bonds upto an aggregate amount of ` 10,00,000 lacs during the financial year 2011-12. NHAI shall issue 8. Interest: 8.1. Interest: Tranche 1 and Series 1 and Tranche 1 and Series 2 Bonds shall carry interest account of rematerialisation or transfer, the Bondholders are advised to submit their bank account details
the Bonds upto an aggregate amount of ` 10,00,000 lacs during the financial year 2011-12 as approved at the coupon rate of 8.20% and 8.30% per annum, respectively, payable annually. The interest shall be with the Registrar to the Issue before the Record Date, failing which the amounts will be dispatched to
by its Board vide its resolution dated October 14, 2011. payable on the first day of October of every year. The first interest payment will be made on October 1, the postal address of the Bondholders. Bank account particulars will be printed on the orders/warrants
2. Issue and Status of Bonds: 2.1. Public Issue of Tax free, Secured Redeemable Non Convertible 2012 for the period commencing from the Deemed Date of Allotment till September 30, 2012. The last which can then be deposited only in the account specified.
Bonds in the nature of Debentures having tax benefits under Section 10(15) (iv) (h) of the Income Tax interest payment will be made at the time of redemption of the Bonds for the balance tenure of the Bonds. 12. Special Tax Benefit: The Director General of Income Tax (Exemption), Department of Revenue,
Act, 1961 not exceeding ` 10,00,000.00 lacs at par in one or more tranches in the financial year 2011- Interest is payable to the Bondholders as of the relevant Record Date. 8.2. Day Count Convention: Ministry of Finance, GoI in its order dated February 13, 2009 vide order no. DGIT(E)/10(23C)(iv/2009
12. 2.2. The Bonds are secured pursuant to a Trust Deed and underlying security documents. The Interest shall be computed on an actual/actual basis on the principal outstanding on the Bonds. 8.3. under Section 10 (23C) (iv) of the Income Tax Act, 1961 has granted exemption to NHAI.
Bondholders are entitled to the benefit of the Trust Deed and are bound by and are deemed to have Interest on Application Money: 8.3.1. Interest on application monies received which are used 13. Taxation: The Bonds are tax free in nature and the interest on the Bonds will not form part of the
notice of all the provisions of the Trust Deed. NHAI is issuing the Bonds in accordance with the Notification towards allotment of Bonds: We shall pay interest on application money on the amount allotted, subject total income. For further details, please refer to chapter “Statement of Tax Benefits” on page 23 in
No. 52/2011.F.No.178/56/2011-(ITA.1) dated September 23, 2011 issued by CBDT. 2.3. The Bonds are to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, the Prospectus Tranche - 1.
issued in the form of tax-free, secured, redeemable, non-convertible bonds in the nature of debenture to any applicants to whom Bonds are allotted pursuant to the Issue from the date of realization of the 14. Security: The Bonds issued by NHAI will be secured. NHAI will create security in favour of Trustee
and shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of pursuant to the terms of Shelf Prospectus/ Prospectus Tranche - 1.
regulatory requirements, shall also, with regard to the amount invested, be secured by way of first pari submission of each application as duly acknowledged by the Bankers to the Issue) whichever is later upto 15. Events of Default: For details, please refer to the Prospectus.
passu charge on the immovable properties situated at Ahmedabad and exclusive first charge on fixed one day prior to the Deemed Date of Allotment, at the rate of 8.20% per annum and 8.30% per annum 16. Bondholder’s Rights, Nomination Etc.: 16.1. Rights of Bondholders: Some of the significant
assets of NHAI (as reflected in the Balance Sheet for the financial year ended March 31, 2011), being for Tranche 1 Series 1 and Tranche 1 Series 2 Bonds respectively. We may enter into an arrangement rights available to the Bondholders are as follows: a) The rights, privileges and conditions attached to
highway project comprising of all superstructure including highway lightings, road barriers and dividers, with one or more banks in one or more cities for direct credit of interest to the account of the applicants. the Bonds may be varied, modified and/or abrogated with the consent in writing of the holders of at least
bridges, culverts and all other super structures constructured on national highways except those under Alternatively, the interest warrant will be dispatched along with the Letter(s) of Allotment at the sole three-fourths of the outstanding amount of the Bonds or with the sanction of a Special Resolution passed
the Surat-Manor Tollway Project entrusted to NHAI to the extent of 100% of the amounts outstanding risk of the applicant, to the sole/first applicant. 8.3.2. Interest on application monies received which at a meeting of the concerned Bondholders, provided that nothing in such consent or resolution shall be
in respect of the Bonds at any time. The mode of creation of security shall be by way of mortgage and are liable to be refunded: We shall pay interest on application money which is liable to be refunded operative against NHAI, where such consent or resolution modifies or varies the terms and conditions
the security creation requires prior approval and authorization by the Central Government as owner of to the applicants in accordance with the provisions of the SEBI Debt Regulations, or other applicable governing the Bonds, if modification, variation or abrogation is not acceptable to NHAI. b) The registered
the land. The NOC for the same has been received from the Central Government. The claims of the statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Bondholder or in case of joint-holders, the person whose name stands first in the Register of Bondholders
Bond holders shall be superior to the claims of any unsecured creditors, subject to applicable statutory Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand shall be entitled to vote in respect of such Bonds, either by being present in person or, where proxies are
and/or regulatory requirements and shall rank pari passu to the claims of the secured creditors of NHAI draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of permitted, by proxy, at any meeting of the concerned Bondholders summoned for such purpose and every
secured against the aforesaid assets/properties. each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to such Bondholder shall be entitled to one vote on a show of hands and on a poll, his or her voting rights
3. Form, Face Value, Title and Listing etc: 3.1.1. Form of Allotment: The Allotment of the Bonds the Deemed Date of Allotment, at the rate of 4% per annum. Such interest shall be paid along with the shall be in proportion to the outstanding nominal value of Bonds held by him or her on every resolution
shall be in a dematerialized form as well as physical form. NHAI has made depository arrangements monies liable to be refunded. Interest warrant will be dispatched/credited (in case of electronic payment) placed before such meeting of the Bondholders. c) Bonds may be rolled over with the consent in writing
with CDSL and NSDL for the issuance of the Bonds in dematerialized form, pursuant to the tripartite along with the Letter(s) of Refund at the sole risk of the applicant, to the sole/first applicant. Provided of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction of a
agreement dated November 17, 2011 among NHAI, CDSL and the Registrar to the Issue and the tripartite that, notwithstanding anything contained hereinabove, NHAI shall not be liable to pay any interest on Special Resolution passed at a meeting of the concerned Bondholders after providing at least 21 days
agreement dated September 1, 2000 among NHAI, NSDL and the Registrar to the Issue (collectively, monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected, and/ prior notice for such roll-over and in accordance with the SEBI Debt Regulations. NHAI shall redeem
“Tripartite Agreements”). NHAI shall take necessary steps to credit the Depository Participant account or (b) applications which are withdrawn by the applicant. Please refer to “Rejection of Application” at the Bonds of all the Bondholders, who have not given their positive consent to the roll-over. The above
of the Applicants with the number of Bonds allotted in dematerialized form. The Bondholders holding page 58 of the Prospectus Tranche - 1. rights of Bondholders are merely indicative. The final rights of the Bondholders will be as per the terms
the Bonds in dematerialised form shall deal with the Bonds in accordance with the provisions of the 9. Redemption: 9.1. The face value of the Bonds will be redeemed at par, on the respective Maturity of the Shelf Prospectus, respective Tranche Prospectus and Trust Deed to be executed by NHAI with
Depositories Act, 1996 (“Depositories Act”) and/or rules as notified by the Depositories from time to Dates of each of the Bond Series. 9.2. Procedure for Redemption by Bondholders: The procedure the Trustee. Special Resolution for the purpose of this section is a resolution passed at a meeting of
time. 3.1.2. The Bondholders may rematerialize the Bonds issued in dematerialized form, at any time for redemption is set out below: 9.2.1. Bonds held in electronic form: No action is required on the part Bondholders of at least three-fourths of the outstanding amount of the Bonds, present and voting. 16.3.
after Allotment, in accordance with the provisions of the Depositories Act and/or rules as notified by the of Bondholders at the time of maturity of the Bonds. 9.2.2. Bonds held in physical form: No action will Succession: Where Bonds are held in joint names and one of the joint holders dies, the survivor(s) will
Depositories from time to time. 3.1.3. In case of Bonds issued in physical form, whether on Allotment ordinarily be required on the part of the Bondholder at the time of redemption, and the Maturity Amount be recognized as the Bondholder(s) in accordance with the applicable laws. For further details, please
or on rematerialization of Bonds Allotted in dematerialized form, NHAI will issue one certificate for each will be paid to those Bondholders whose names appear in the Register of Bondholders maintained refer to the Prospectus. 16.4. Nomination Facility to Bondholder: 16.4.1. The sole Bondholder or first
Series of the Bonds to the Bondholder for the aggregate amount of the Bonds that are held by such by NHAI on the Record Date fixed for the purpose of redemption. However, NHAI may require the Bondholder, along with other joint Bondholders (being individual(s)) may nominate any one person (being
Bondholder (each such certificate, a “Consolidated Bond Certificate”). In respect of the Consolidated Consolidated Bond Certificate(s), duly discharged by the sole holder or all the joint-holders (signed on an individual) who, in the event of death of the sole holder or all the joint-holders, as the case may be,
Bond Certificate(s), NHAI will, on receipt of a request from the Bondholder within 30 days of such request, the reverse of the Consolidated Bond Certificate(s)) to be surrendered for redemption on Maturity Date shall become entitled to the Bond. A person, being a nominee, becoming entitled to the Bond by reason
split such Consolidated Bond Certificate(s) into smaller denominations in accordance with the applicable and sent by the Bondholders by registered post with acknowledgment due or by hand delivery to the of the death of the Bondholders, shall be entitled to the same rights to which he will be entitled if he were
regulations/rules/act, subject to a minimum denomination of one Bond. No fees will be charged for splitting Registrar to the Issue or NHAI or to such persons at such addresses as may be notified by NHAI from the registered holder of the Bond. For further details, please refer to the Prospectus.
any Consolidated Bond Certificate(s) and any stamp duty, if payable, will be paid by the Bondholder. time to time. Bondholders may be requested to surrender the Consolidated Bond Certificate(s) in the 17. Trustee: 17.1. NHAI has appointed SBICAP Trustee Company Limited to act as the Trustee for the
The request to split a Consolidated Bond Certificate shall be accompanied by the original Consolidated manner stated above, not more than three months and not less than one month prior to the Maturity Bondholders. NHAI intends to enter into a Trust Deed with the Trustee, the terms of which will govern
Bond Certificate(s) which will, on issuance of the split Consolidated Bond Certificate(s), be cancelled by Date so as to facilitate timely payment. the appointment and functioning of the Trustee and shall specify the powers, authorities and obligations
NHAI. 3.2. Face Value: The face value of each Bond is ` 1,000. 3.3. Title: 3.3.1. In case of: i) Bonds 10. Payments: 10.1. Payment of Interest on Bonds: Payment of interest on the Bonds will be made of the Trustee. For further details, please refer to the Prospectus.
held in the dematerialized form, the person for the time being appearing in the register of beneficial to those Bondholders whose name appears first in the Register of Bondholders maintained by the 18. Miscellaneous: 18.1. Loan against Bonds: The Bonds can be pledged or hypothecated for obtaining
owners maintained by the Depositories; and ii) Bonds held in physical form, the person for the time Depositories and/or NHAI and/or the Registrar to the Issue, as the case may be as, on the Record Date. loans. 18.2. Lien: NHAI shall have the right of set-off and lien, present as well as future on the moneys
being appearing in the Register of Bondholders as Bondholder, shall be treated as Bondholders for all Whilst NHAI will use the electronic mode for making payments, where facilities for electronic mode of due and payable to the Bondholder or deposits held in the account of the Bondholder, whether in single
purposes by NHAI, the Trustee, the Depositories and all other persons dealing with such person as the payments are not available to the Bondholder or where the information provided by the Applicant is name or joint name, to the extent of all outstanding dues by the Bondholder to NHAI. 18.3. Lien on Pledge
holder thereof and its absolute owner for all purposes whether or not it is overdue and regardless of any insufficient or incomplete, NHAI proposes to use other modes of payment to make payments to the of Bonds: Subject to applicable laws, NHAI, at its discretion, may note a lien on pledge of Bonds if such
notice of ownership, trust or any interest in it or any writing on, theft or loss of the Consolidated Bond Bondholders, including through the dispatch of cheques through courie or registered post to the address pledge of Bond is accepted by any bank, institution or others for any loan provided to the Bondholder
Certificate issued in respect of the Bonds and no person will be liable for so treating the Bondholder. 3.3.2. provided by the Bondholder and appearing in the Register of Bondholders maintained by the Depositories against pledge of such Bonds as part of the funding. 18.4. Joint-holders: Where two or more persons are
No transfer of title of a Bond will be valid unless and until entered on the Register of Bondholders or the and/or NHAI and/or the Registrar to the Issue, as the case may be as, on the Record Date. 10.2. Record holders of any Bond (s), they shall be deemed to hold the same as joint holders with benefits of survivorship
register of beneficial owners, maintained by the Depositories and/or NHAI or the Registrar to the Issue Date: The record date for the payment of interest or the Maturity Amount shall be 15 days prior to the subject to applicable laws. 18.5. Sharing of Information: NHAI may, at its option, use its own, as well
prior to the Record Date. In the absence of transfer being registered, interest and/or Maturity Amount, date on which such amount is due and payable (“Record Date”). In case of redemption of Bonds, the as exchange, share or part with any financial or other information about the Bondholders available with
as the case may be, will be paid to the person, whose name appears first in the Register of Bondholders trading in the Bonds shall remain suspended between the record date and the date of redemption. 10.3. NHAI, its SPVs and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory
maintained by the Depositories and/or NHAI and/or the Registrar to the Issue, as the case may be. In Effect of holidays on payments: If the date of interest payment or redemption falls on a Saturday, bodies, as may be required and neither NHAI nor its SPVs and affiliates nor their agents shall be liable
such cases, claims, if any, by the purchasers of the Bonds will need to be settled with the seller of the Sunday or a public holiday in Delhi or any other payment centre notified in terms of the Negotiable for use of the aforesaid information. 18.6. Notices: All notices to the Bondholders required to be given
Bonds and not with NHAI or the Registrar to the Issue. 3.4. Listing: The Bonds will be listed on BSE Instruments Act, 1881, the succeeding Working Day will be considered as the effective date. In case by NHAI or the Trustee shall be published in one national daily newspaper having wide circulation and/
and NSE. BSE and NSE have given their in-principle listing approval by its letters dated December 1, the date of payment of interest or principal or any date specified falls on a holiday, the payment will be or, will be sent by post/courier to the registered Bondholders from time to time. 18.7. Issue of Duplicate
2011 and December 5, 2011 respectively. The Designated Stock Exchange for the Issue is BSE. 3.5. made on the next Working Day, without any interest for the period overdue. 10.4. Whilst NHAI will use the Consolidated Bond Certificate(s): If any Consolidated Bond Certificate is mutilated or defaced it may
Market Lot: 3.5.1. The Bonds shall be allotted in physical as well as dematerialized form. As per the electronic mode for making payments, where facilities for electronic mode of payments are not available be replaced by NHAI against the surrender of such Consolidated Bond Certificates, provided that where
SEBI Debt Regulations, the trading of the Bonds shall be in dematerialised form only. Since, the trading to the Bondholder or where the information provided by the Applicant is insufficient or incomplete, NHAI the Consolidated Bond Certificates are mutilated or defaced, they will be replaced only if the certificate
of Bonds is in dematerialize form, tradable lot is one Bond (“Market Lot”). 3.5.2. For details of Allotment, proposes to use other modes of payment to make payments to the Bondholders, including through numbers and the distinctive numbers are legible. If any Consolidated Bond Certificate is destroyed, stolen
please refer “Issue Structure” beginning on page 43 in the Prospectus Tranche - 1. 3.6. Procedure for the dispatch of cheques through courier, or registered post to the address provided by the Bondholder or lost then on production of proof thereof to the Issuer’s satisfaction and on furnishing such indemnity/
Rematerialisation of Bonds: Bondholders who wish to hold the Bonds in physical form, after having opted and appearing in the Register of Bondholders maintained by the Depositories and/or NHAI and/or the security and/or documents as we may deem adequate, duplicate Consolidated Bond Certificate(s) shall
for allotment in dematerialised form may do so by submitting a request to their Depository Participant, in Registrar to the Issue, as the case may be as, on the Record Date. In the case of payment on maturity be issued. The above requirement may be modified from time to time as per applicable law and practice.
accordance with the applicable procedure stipulated by the Depository Participant. being made on surrender of the Consolidated Bond Certificate(s), NHAI will make payments or issue 18.8. Future Borrowings: NHAI shall be entitled at any time in the future during the term of the Bonds
4. Transfer of the Bonds, Issue of Consolidated Bond Certificates etc: 4.1. Register of Bondholders: payment instructions to the Bondholders within 30 days from the date of receipt of the duly discharged or thereafter to borrow or raise loans or create encumbrances or avail of financial assistance in any
NHAI shall maintain at its head office or such other place as permitted by law a Register of Bondholders Consolidated Bond Certificate(s). NHAI shall pay interest at 2% p.a., over and above the coupon rate of form, and also to issue promissory notes or bonds or any other securities in any form, manner, ranking
containing such particulars of the legal owners of the Bonds. Further, the register of beneficial owners the relevant Bonds, in the event that such payments are delayed beyond a period of eight days after NHAI and denomination whatsoever and to any eligible persons whatsoever, subject to applicable consent,
maintained by Depositories for any Bond in dematerialized form under Section 11 of the Depositories Act becomes liable to pay such amounts. 10.5. NHAI’s liability to the Bondholders including for payment or approvals or permission that may be required under any statutory/regulatory/contractual requirement
shall also be deemed to be a Register of Bondholders for this purpose. 4.2. Transfers: 4.2.1. Transfer otherwise shall stand extinguished from the Maturity Date or on dispatch of the amounts paid by way of and to change its capital structure including through the issue of shares of any class, on such terms
of Bonds held in dematerialized form: In respect of Bonds held in the dematerialized form, transfers principal and/or interest to the Bondholders. Further, NHAI will not be liable to pay any interest, income and conditions as NHAI may deem appropriate, without requiring the consent of, or intimation to, the
of the Bonds may be effected, only through the Depositories where such Bonds are held, in accordance or compensation of any kind accruing subsequent to the Maturity Date. Bondholders or the Trustee in this connection. 18.9. Jurisdiction: The Bonds, the Trust Deed, the
with the provisions of the Depositories Act and/or rules as notified by the Depositories from time to 11. Manner and Mode of Payment: 11.1. Manner of Payment: All payments to be made by NHAI to Tripartite Agreement and other relevant documents shall be governed by and construed in accordance
time. The Bondholder shall give delivery instructions containing details of the prospective purchaser’s the Bondholders shall be made in any of the following manners: 11.1.1. For Bonds applied or held with the laws of India. For the purpose of this Issue and any matter related to or ancillary to the Issue
Depository Participant’s account to his Depository Participant. If a prospective purchaser does not have in electronic form: The bank details will be obtained from the Depositories for payments. Investors the Courts of New Delhi, India shall have exclusive jurisdiction.
a Depository Participant account, the Bondholder may rematerialize his or her Bonds and transfer them who have applied or who are holding the Bond in electronic form, are advised to immediately update ISSUE PROCEDURE: NHAI and the Lead Managers would not be liable for any amendment, modification
in a manner as specified in 4.2.2 below. 4.2.2. Transfer of Bonds in physical form: The Bonds may their bank account details as appearing on the records of their Depository Participant. Failure to do or change in applicable law, which may occur after the date of the Prospectus Tranche - 1. Investors
be transferred by way of a duly executed transfer deed or other suitable instrument of transfer as may so could result in delays in credit of the payments to investors at their sole risk and neither the Lead are advised to make their independent investigations and ensure that their Application does not exceed
be prescribed by NHAI for the registration of transfer of Bonds. Purchasers of Bonds are advised to send Managers nor NHAI shall have any responsibility and undertake any liability for such delays on part of the investment limits or maximum number of Bonds that can be held by them under applicable law or
the Consolidated Bond Certificate to NHAI or to such persons as may be notified by NHAI from time to the investors. 11.1.2. For Bonds held in physical form: The bank details will be obtained from the as specified in the Prospectus Tranche - 1.
time. If a purchaser of the Bonds in physical form intends to hold the Bonds in dematerialized form, the Registrar to the Issue for effecting payments. 11.2. Modes of Payment: The mode of interest/refund/ 19. Availability of Prospectus and Application Forms: The abridged Prospectus containing the salient
Bonds may be dematerialized by the purchaser through his or her Depository Participant in accordance redemption payments shall be undertaken in the following order of preference: All payments to be made features of the Prospectus together with Application Forms and copies of the Prospectus may be obtained
with the provisions of the Depositories Act and/or rules as notified by the Depositories from time to time. by NHAI to the Bondholders shall be made through any of the following modes: 11.2.1. Direct Credit: from our Head Office, Lead Managers to the Issue, Consortium Members for marketing of the Issue, the
4.3. Formalities Free of Charge: Registration of a transfer of Bonds and issuance of new Consolidated Applicants having bank accounts with the Refund Bank, as per the demographic details received from Registrar to the Issue, as mentioned on the Application Form. In addition, Application Forms would also
Bond Certificates will be effected without charge by or on behalf of NHAI, but on payment (or the giving the Depositories shall be eligible to receive refunds through direct credit. Charges, if any, levied by the be made available to all the recognised stock exchanges. We may provide Application Forms for being
of such indemnity as NHAI may require) in respect of any tax or other governmental charges which Refund Bank for the same would be borne by NHAI. 11.2.2. NECS: Through NECS for Applicants having filled and downloaded at such websites as we may deem fit.
may be imposed in relation to such transfer, and NHAI being satisfied that the requirements concerning an account at any of the centers notified by the RBI. This mode of payment will be subject to availability 20. Who can apply: The following categories of persons are eligible to apply in the Issue: Category
transfers of Bonds, have been complied with. of complete bank account details including the Magnetic Ink Character Recognition (“MICR”) code as I: • Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and
5. Application Amount: The Bonds are being issued at par and full amount of face value per Bond is appearing on a cheque leaf, from the Depositories. NHAI shall not be responsible for any delay to the Regional Rural Banks, which are authorised to invest in the Bonds; • Provident Funds, Pension Funds,
payable on application. Eligible Applicants can apply for any amount of the Bonds subject to a minimum Bondholder receiving credit of interest or refund or Maturity Amount so long as NHAI has initiated the Superannuation Funds and Gratuity Fund, which are authorised to invest in the Bonds;Insurance
application size of 50 Bonds, across any of the Series(s) or a combination thereof. The Applicants will process in time. 11.2.3. Real Time Gross Settlement (“RTGS”): Applicants having a bank account companies registered with the IRDA; • National Investment Fund; • Mutual Funds; • Foreign Institutional
be allotted the Bonds in accordance with the Basis of Allotment. with a bank branch which is RTGS enabled as per the information available on the website of RBI and Investors (including sub-accounts); • Companies; bodies corporate and societies registered under the
4 NATIONAL HIGHWAYS AUTHORITY OF INDIA
IN THE NATURE OF ABRIDGED PROSPECTUS (FORM 2A)- MEMORANDUM CONTAINING SALIENT FEATURES OF PROSPECTUS - TRANCHE 1
applicable laws in India and authorised to invest in the Bonds; • Public/private charitable/religious trusts Category Colour Of that are applied for (each such certificate a “Consolidated Bond Certificate”). (iii) Any Applicant who
which are authorised to invest in the Bonds; • Scientific and/or industrial research organisations, which Application Form* provides the Depository Participant details in the Application Form shall be Allotted the Bonds
are authorised to invest in the Bonds; • Partnership firms in the name of the partners; • Limited liability in dematerialised form only. Such Applicant shall not be Allotted the Bonds in physical form. (iv)
partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 Following investors under Category I: Public Financial Institutions, Statutory No separate Applications for issuance of the Bonds in physical and electronic form should be made.
(No. 6 of 2009); Category II: The following investors applying for and amount aggregating to above ` 5 Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, If such Applications are made, the Application for the Bonds in physical mode shall be rejected. This
lakhs across all Series in each tranche • Resident Indian individuals; • Hindu Undivided Families through Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which Pink shall be considered as a ground for technical rejection. (v) NHAI shall dispatch the Consolidated Bond
the Karta and • Non Resident Indians on repatriation as well as non-repatriation basis. Category III: are authorised to invest in the Bonds, Insurance companies registered with the Certificate to the address of the Applicant provided in the Application Form. All terms and conditions
The following investors applying for and amount aggregating to upto and including ` 5 lakhs across all IRDA, National Investment Fund, Mutual Funds and Foreign Institutional Investors disclosed in relation to the Bonds held in physical form pursuant to rematerialisation shall be applicable
Series in each tranche • Resident Indian individuals; • Hindu Undivided Families through the Karta and which are eligible to invest in the Bonds mutatis mutandis to the Bonds issued in physical form.
• Non Resident Indians on repatriation as well as non-repatriation basis. Note: Participation of any of the All other category of Investors including eligible NRI applicants, eligible to invest White 37. Applications for Allotment of Bonds in the dematerialised form: As per the provisions of the
aforementioned persons or entities is subject to the applicable statutory and/or regulatory requirements in in the Issue as not covered above. Depositories Act, the Bonds can be held in dematerialised form, i.e., they shall be fungible and be
connection with the subscription to Indian securities by such categories of persons or entities. Applicants 33. Instructions for Completing the Application Form: • Applications to be made in prescribed form represented by a statement issued through electronic mode. In this context, the Tripartite Agreements
are advised to ensure that applications made by them do not exceed the investment limits or only • The forms to be completed in block letters in English as per the instructions contained herein and have beenexecuted between NHAI, the Registrar to the Issue and the respective Depositories (CDSL/
maximum number of Bonds that can be held by them under applicable statutory and or regulatory in the Application Form, and are liable to be rejected if not so completed. Applicants should note that the NSDL) for offering depository option to the Bondholders, for issue and holding the Bonds in dematerialized
provisions. Applicants are advised to ensure that they have obtained the necessary statutory Bankers to the Issue will not be liable for errors in data entry due to incomplete or illegible Application form. a) All Applicants can seek Allotment in dematerialised mode or in physical form. Applications made
and/or regulatory permissions/consents/approvals in connection with applying for, subscribing Forms • Applications should be in single or joint names not more than three, and in the same order as for receiving Allotment in the dematerialised form without relevant details of his or her depository account
to, or seeking allotment of Bonds pursuant to the Issue. The Lead Managers and their respective their Depository Participant details (in case of applicants opting for allotment in dematerialized form) are liable to be rejected. b) An Applicant applying for the Bonds must have at least one beneficiary account
associates and affiliates are permitted to subscribe in the Issue. The information below is given for the and should be applied by Karta in case of HUF • Thumb impressions and signatures other than in with either of the Depository Participants of either of the Depositories, prior to making the Application. c)
benefit of the investors. NHAI, the Lead Managers are not liable for any amendment or modification or English/Hindi/Gujarati/Marathi or any other languages specified in the 8th Schedule of the Constitution The Applicant must necessarily fill in the details (including the Beneficiary Account Number and Depository
changes in applicable laws or regulations, which may occur after the date of the Prospectus Tranche - 1. needs to be attested by a Magistrate or Notary Public or a Special Executive Magistrate under his/her Participant’s identification number) in the Application Form. d) Allotment to an Applicant will be credited
21. Applications cannot be made by: a) Minors without a guardian name; b) Foreign nationals; c) seal. • All Application Forms duly completed together with cheque/bank draft for the amount payable in electronic form directly to the beneficiary account (with the Depository Participant) of the Applicant.
Persons resident outside India other than NRIs ; d) Overseas Corporate Bodies. on application must be delivered before the closing of the subscription list to any of the Bankers to the e) Names in the Application Form should be identical to those appearing in the account details in the
22. Applications by Mutual Funds: In terms of SEBI (Mutual Fund) Regulation, 1996, as amended, no Public Issue or collection centre(s) as may be specified before the closure of the Issue. No receipt will Depositories. In case of joint holders, the names should necessarily be in the same sequence as they
mutual fund scheme shall invest more than 15% of its NAV in debt instruments issued by a single company be issued for the application money. However, Bankers to the Issue and/or their branches receiving appear in the account details in the Depositories. f) If incomplete or incorrect details are given under the
which are rated not below investment grade by a credit rating agency authorised to carry out such activity. the applications will acknowledge the same by stamping (mandatorily having a date stamp) and heading ‘Applicant’s Depository Account Details’, in the Application Form, it is liable to be rejected. g)
Such investment limit may be extended to 20% of the NAV of the scheme with the prior approval of the returning the acknowledgement slip to the applicant. • Every applicant should hold valid Permanent The Applicant is responsible for the correctness of his or her demographic details given in the Application
Board of Trustees and the Board of Asset Management Company. A separate application can be made Account Number (PAN) and mention the same in the Application Form. • All applicants are required to Form vis-à-vis those with his or her Depository Participant. h) Bonds in electronic form can be traded only
in respect of each scheme of an Indian mutual fund registered with SEBI and such applications shall tick the relevant column of “Category of Investor” in the Application Form. All Applications by Public on the stock exchange having electronic connectivity with the Depositories. BSE and NSE, where the
not be treated as multiple applications. Applications made by the AMCs or custodians of a Mutual Fund Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Bonds are proposed to be listed, has electronic connectivity with the Depositories. i) The trading of the
shall clearly indicate the name of the concerned scheme for which application is being made. In case Regional Rural Banks, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Bonds shall be in dematerialised form only. Allottees will have the option to re-materialise the Bonds
of Applications made by Mutual Fund registered with SEBI, a certified copy of their SEBI registration Fund, Insurance companies registered with the IRDA, National Investment Fund, Mutual Funds so Allotted as per the provisions of the Depositories Act. In addition to the above, certain additional
certificate must be submitted with the Application Form. The applications must be also accompanied by and Foreign Institutional Investors applicants shall be received only by the Lead Managers and documents are required to be submitted by the following entities: (a) With respect to Investments by FIIs
certified true copies of (i) SEBI Registration Certificate and trust deed (ii) resolution authorising investment their respective affiliates. • APPLICANTS MAY NOTE THAT THE ALLOTMENT SHALL BE ON THE and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the
and containing operating instructions and (iii) specimen signatures of authorised signatories. Failing this, BASIS AS DESCRIBED UNDER THE HEADING-”BASIS OF ALLOTMENT”. • Applications for all the Application Form. (b) With respect to Investments by insurance companies registered with the Insurance
NHAI reserves the right to accept or reject any Application in whole or in part, in either case, without Series of Bonds may be made in a single Application Form only. NHAI would allot Tranche 1 Regulatory and Development Authority, in addition to the above, a certified copy of the certificate of
assigning any reason thereof. Series 2 Bonds to all valid applications, wherein the applicants have not indicated their choice registration issued by the Insurance Regulatory and Development Authority must be lodged along with
23. Application by Commerical Banks, Co-operative Banks and Regional Rural Banks: Commerical of the relevant series of Bonds in their Application Form. the Application Form. (c) With respect to Investments made by limited liability partnerships registered
Banks, Co-operative banks and Regional Rural Banks can apply in this public issue based upon their GENERAL INSTRUCTIONS under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issue
own investment limits and approvals. The application must be accompanied by certified true copies of (i) 34. Dos: • Check if you are eligible to apply; • Read all the instructions carefully and complete PAYMENT INSTRUCTIONS
Board Resolution authorising investments; (ii) Letter of Authorisation. Failing this, NHAI reserves the right the Application Form; • If the allotment is sought in dematerialized form, ensure that the details about 38. Escrow Mechanism: NHAI shall open Escrow Account(s) with one or more Escrow Collection
to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof. Depository Participant and Beneficiary Account are correct and the beneficiary account is active; • Bank(s) in whose favour the Applicants shall make out the cheque or demand draft in respect of his or
24. Applications by NRIs: We propose to issue Bonds to NRIs on a repatriable as well as non-repatriable Applications are required to be in single or joint names (not more than three) • In case of an HUF applying her Application. Cheques or demand drafts received for the Application Amount from Applicants would
basis.NRI applicants should note that only such applications as are accompanied by payment in Indian through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form be deposited in the Escrow Account. The Escrow Collection Banks will act in terms of the Prospectus
Rupees only shall be considered for Allotment. An NRI can apply for Bonds offered in the Issue subject as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name of the Karta; • Ensure Tranche-1 and the Escrow Agreement. The Escrow Collection Banks, for and on behalf of the Applicants,
to the conditions and restrictions contained in the FEMA (Borrowing or Lending in Rupees) Regulations, that the Applications are submitted to the Bankers to the Issue before the closure of banking hours on shall maintain the monies in the Escrow Account until the creation of security for the Bonds. NHAI shall
2000, and other applicable statutory and/or regulatory requirements including the interest rate requirement the Issue Closing Date; • Ensure that the Applicant’s name(s) given in the Application Form is exactly open and maintain a separate escrow account with the Escrow Collection Bank(s) in connection with
as provided in the CBDT Notification. Allotment of Bonds to NRIs shall be subject to the application monies the same as the name(s) in which the beneficiary account is held with the Depository Participant. In all application monies received from NRIs, (“NRI Escrow Account”). NHAI shall open and maintain a
paid by the NRI as described below: 1. In case of NRIs applying under repatriation basis: If it is received case the Application Form is submitted in joint names, ensure that the beneficiary account is also held separate escrow account with the Escrow Collection Bank(s) in connection with all application monies
either by inward remittance of freely convertible foreign exchange through normal banking channels i.e. in same joint names and such names are in the same sequence in which they appear in the Application received from FIIs, (“FII Escrow Account”). For further details, please refer to the Prospectus.
through rupee denominated demand drafts/cheque drawn on a bank in India or by transfer of funds held Form. • Ensure that you mention your PAN allotted under the IT Act, Please note that it is mandatory 39. Method of payment of purchase consideration for FII: FIIs shall make the payment for purchase
in the investor’s rupee denominated accounts i.e. Non Resident External (NRE) account maintained with for all applicants to furnish their PAN number as per CBDT circular. • Ensure that the Demographic of such securities either by inward remittance through normal banking channels or out of funds held in
an RBI authorised dealer or a RBI authorised bank in India. Payment will not be accepted out of Non- Details as provided in the Application Form are updated, true and correct in all respects. • Ensure that Foreign Currency Account or Non-resident Rupee Account maintained by the Foreign Institutional Investor
Resident Ordinary (NRO) Account of the Non-Resident Indians applying on a repatriation basis. Payment you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities with a designated branch of an authorised dealer with the approval of Reserve Bank of India. The payment
by demand draft by a Non-Resident on repatriable basis should be accompanied by a bank certificate to apply for, subscribe to and/or seek allotment of Bonds pursuant to the Issue. • Applicant’s Bank of the application money shall be made in cheque or demand draft in rupee denominated currency only.
confirming that the draft has been issued by debiting a NRE Account. 2. In case of NRIs applying under Account Details: The Bonds shall be allotted in dematerialised and physical form. For instructions on 40. Payment into Escrow Account: Each Applicant shall draw a cheque or demand draft for the
non-repatriation basis- If it is received either by inward remittance of freely convertible foreign exchange how to apply for Allotment in the physical form, please refer – Applications for Allotment of Bonds in Application Amount as per the following terms: a) All Applicants would be required to pay the full Application
through normal banking channels i.e. through rupee denominated demand drafts/cheque drawn on a the physical form” on page 53 of the Prospectus Tranche - 1. The Applicant should note that on the Amount for the number of Bonds applied for, at the time of the submission of the Application Form. b)
bank in India or by transfer of funds held in the investor’s rupee denominated accounts i.e.. Non-resident basis of the name of the Applicant, Depository Participant’s name, Depository Participant’s identification The Applicants shall, with the submission of the Application Form, draw a payment instrument for the
Ordinary (NRO) account and Non Resident External (NRE) maintained with an RBI authorised dealer or number and beneficiary account number provided by them in the Application Form, the Registrar to the full Application Amount in favour of the Escrow Account and submit the same to Bankers to the Issue. If
a RBI authorised bank in India. In the case of Bids by NRIs applying on a non-repatriation basis, payment Issue will obtain from the Applicant’s beneficiary account, the Applicant’s bank account details. The the payment is not made favouring the Escrow Account along with the Application Form, the Application
by demand drafts should be accompanied by a bank certificate confirming that the draft has been issued Applicants are advised to ensure that bank account details are updated in their respective beneficiary shall be rejected. c) The payment instruments from non-NRI and non-FII applicants shall be payable into
by debiting an NRE or a NRO Account. Applications by NRI in physical form shall be submitted only accounts as these bank account details would be printed on the refund order(s), if any. Failure to do so the Escrow Account drawn in favour of “Escrow Account NHAI – Tranche - I. d) The monies deposited
at the Collection Centres located at Mumbai, Delhi, Ahemdabad, Hyderabad, Chennai, Bangalore, could result in delays in credit of refunds to Applicants at the Applicants sole risk and neither the Lead in the Escrow Account will be held for the benefit of the Applicants until the Designated Date. e) The
Chandigarh and Kochi. The Issuer does not make any representations and does not guarantee Managers nor NHAI nor the Refund Bank nor the Registrar to the Issue shall have any responsibility payment instrument from NRI applicants shall be payable in the NRI Escrow Account drawn in favour
eligibility of any foreign investor, including inter-alia NRIs and FIIs for investment into the Issue and undertake any liability for such delay. • Applications under Power of Attorney: Unless NHAI of “NRI Escrow Account NHAI – Tranche – I”. f) The payment instrument from FII applicants shall be
either on a repatriation basis or on a non-repatriation basis. All foreign Investors have to verify specifically agree in writing, and subject to such terms and conditions as NHAI may deem fit, in the case payable in the FII Escrow Account drawn in favour of “FII Escrow Account NHAI – Tranche – I”. g)
their eligibility and ensure compliance with all relevant and applicable RBI - FEMA notifications of Applications made under power of attorney, a certified copy of the power of attorney is required to On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account
and guidelines as well as all relevant and applicable SEBI guidelines notifications and circulars be lodged separately and relevant documents as specified on page 50 of the Prospectus Tranche - 1, as per the terms of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue.
pertaining to their eligibility to invest in the Issue at the stage of investment in every tranche, at along with the submission of the Application Form, indicating the name of the Applicant along with the The Escrow Collection Bank shall also refund all amounts payable to Applicants whose Applications
the time of remittance of their investment proceeds as well as at the time of disposal of the Bonds. address, Application number, date of submission of the Application Form, name of the bank and branch have not been allotted Bonds. h) Payments should be made by cheque, or a demand draft drawn on
The Issuer will not check or confirm eligibity of such investments into the Issue. where it was deposited, cheque/demand draft number and the bank and branch on which the cheque/ any bank (including a co-operative bank), which is situated at, and is a member of or sub-member of
25. Issue and Allotment of Bonds to NRI applicants: For details, please refer the Prospectus. demand draft was drawn. • Permanent Account Number: All Applicants should mention their PAN the bankers’ clearing house located at the centre where the Application Form is submitted. Outstation
26. Applications by FII: A registered Foreign Institutional Investor who purchases the Bonds under allotted under the Income Tax Act in the Application Form. In case of joint applicants, the PAN of the all cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and
this Issue shall make the payment for purchase of such securities either by inward remittance through the Applicants should be provided and for HUFs, PAN of the HUF should be provided. The PAN would applications accompanied by such cheques or bank drafts are liable to be rejected. i) Cash/stock invest/
normal banking channels or out of funds held in Foreign Currency Account or Non-resident Rupee be the sole identification number for participants transacting in the securities markets, irrespective of the money orders/postal orders will not be accepted.
Account maintained by the Foreign Institutional Investor with a designated branch of an authorised amount of the transaction. Any Application Form without the PAN is liable to be rejected. Further as per 41. Submission of Application Forms: All Application Forms duly completed and accompanied by
dealer in terms of the applicable regulations governing the same. The Issuer does not make any CBDT notification it is mandatory for all subscribers to provide their PAN numbers to NHAI. Applicants account payee cheques or drafts shall be submitted to the designated collection banks during the Issue
representations and does not guarantee eligibility of any foreign investor, including inter-alia should not submit the GIR Number instead of the PAN as the Application is liable to be rejected on this Period. No separate receipts shall be issued for the money payable on the submission of Application
NRIs and FIIs for investment into the Issue either on a repatriation basis or on a non-repatriation ground. • Joint Applications: Applications may be made in single or joint names (not exceeding three). Form. However, the collection banks will acknowledge the receipt of the Application Forms by stamping
basis. All foreign Investors have to verify their eligibility and ensure compliance with all relevant In the case of joint Applications, all refunds/interests/redemption amounts will be made out in favour of the and returning to the Applicants the acknowledgement slip. This acknowledgement slip will serve as the
and applicable RBI - FEMA notifications and guidelines as well as all relevant and applicable first Applicant. All communications will be addressed to the first named Applicant whose name appears duplicate of the Application Form for the records of the Applicant. Applications shall be deemed to have
SEBI guidelines notifications and circulars pertaining to their eligibility to invest in the Issue at in the Application Form at the address mentioned therein. • Multiple Applications: An Applicant may been received by us only when submitted to Bankers to the Issue at their designated branches as detailed
the stage of investment in every tranche, at the time of remittance of their investment proceeds make multiple applications for the total number of Bonds required and the same shall be considered above and not otherwise. All applications by Public Financial Institutions, Statutory Corporations,
as well as at the time of disposal of the Bonds. The Issuer will not check or confirm eligibity of valid. For the purposes of allotment of Bonds under the Issue, applications shall be grouped based on Commercial Banks, Co-operative Banks and Regional Rural Banks, Provident Funds, Pension
such investments into the Issue. the PAN, i.e. applications under the same PAN shall be grouped together. Two or more applications will Funds, Superannuation Funds and Gratuity Fund, Insurance companies registered with the IRDA,
27. Investments by FIIs: As per the current regulations, the following restrictions are applicable for be deemed to be multiple applications if the sole or first applicant is one and the same. For the sake of National Investment Fund, Mutual Funds and Foreign Institutional Investors should be made in
investments by FIIs: The present limit for investment in corporate debt Instruments like non-convertible clarity, two or more applications shall be deemed to be a multiple application for the aforesaid purpose if the form prescribed for these applicants and shall be received only by the Lead Managers and
debentures/bonds by FIIs is USD 25 billion. Following the announcement by the Union Finance Minister the PAN number of the sole or the first applicant is one and the same. • Applicants are requested to write their respective affiliates.
Shri Pranab Mukherjee in his budget 2011-12, the Government in consultation with the regulators had their names and Application serial number on the reverse of the instruments by which the payments are 42. Online Applications: Lead Managers may decide to offer an online Application facility for the Bonds,
raised the limit for FII investment in long-term corporate bonds issued by companies in the infrastructure made. • All Applicants are requested to tick the relevant column “Category of Investor” in the Application as and when permitted by applicable laws, subject to the terms and conditions prescribed. Accordingly
sector from USD 5 billion to USD 25 billion. This scheme was operationalised vide SEBI circular CIR/IMD/ Form. • Tick the Series of Bonds in the Application Form that you wish to apply for. the investors may download forms for this use and submit the same together with cheques/demand drafts
FIIC/5/2011 dated March 31, 2011. For further details, please refer to the Prospectus. 35. Don’ts: • Do not apply for lower than the minimum application size; • Do not pay the application amount to the Bankers to the Issue and their collecting centres. However, Public Financial Institutions, Statutory
28. Application by Insurance Companies: In case of Applications made by insurance companies in cash, by money order, postal order, stock invest; • Do not fill up the Application Form such that the Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, Provident Funds,
registered with the Insurance Regulatory and Development Authority, a certified copy of certificate of Bonds applied for exceeds the issue size and/or investment limit or maximum number of Bonds that can Pension Funds, Superannuation Funds and Gratuity Fund, Insurance companies registered with the
registration issued by Insurance Regulatory and Development Authority must be lodged along with be held under the applicable laws or regulations or maximum amount permissible under the applicable IRDA, National Investment Fund, Mutual Funds and Foreign Institutional Investors can apply only through
Application Form. The applications must be accompanied by certified copies of (i) Memorandum and regulations; and • Do not submit the Application Forms without the full Application Amount. For further pink coloured physical application forms provided by the Lead Managers and their respective affiliates.
Articles of Association (ii) Power of Attorney (iii) Resolution authorising investment and containing instructions, investors are advised to read the Prospectus Tranche -1 and Application Form carefully. 43. Other Instructions: A. Joint Applications: Applications may be made in single or joint names (not
operating instructions (iv) Specimen signatures of authorised signatories. Failing this, NHAI reserves 36. Applications for Allotment of Bonds in the physical form: Applicant(s) who wish to subscribe exceeding three). In the case of joint applications, all payments will be made out in favour of the first
the right to accept or reject any Application in whole or in part, in either case, without assigning any to, or hold, the Bonds in physical form can do so in terms of Section 8(1) of the Depositories Act and applicant. All communications will be addressed to the first named applicant whose name appears in
reason thereof. NHAI is obligated to fulfill such request of the Applicant(s). Accordingly, any Applicant who wishes to the Application Form and at the address mentioned therein. B. Additional/Muliple Applications: An
29. Applications by Trusts: In case of Applications made by trusts, settled under the Indian Trusts subscribe to the Bonds in physical form shall undertake the following steps: (i) Please complete the applicant is allowed to make one or more applications for the Bonds for the same or other series of Bonds,
Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of Application Form in all respects, by providing all the information including PAN and demographic subject to a minimum application size of 50 Bonds and in multiples of 1 Bond, for each application. Any
trusts in India, must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) details. However, do not provide the Depository Participant details in the Application Form. The application for an amount below the aforesaid minimum application size will be deemed as an invalid
Power of Attorney, if any, in favour of one or more trustees thereof, (iii) such other documents evidencing requirement for providing Depository Participant details shall be mandatory only for the Applicants who application and shall be rejected. However, any application made by any person in his individual capacity
registration thereof under applicable statutory/regulatory requirements. Failing this, NHAI reserves the wish to subscribe to the Bonds in dematerialised form. (ii) Please provide the following documents and an application made by such person in his capacity as a karta of a Hindu Undivided family and/or as
right to accept or reject any Applications in whole or in part, in either case, without assigning any reason along with the Application Form: (a) Self-attested copy of the PAN card; (b) Self-attested copy of joint applicant, shall not be deemed to be a multiple application. For the purposes of allotment of Bonds
therefor. Further, any trusts applying for Bonds pursuant to the Issue must ensure that (a) they are the proof of residence. Any of the following documents shall be considered as a verifiable proof of under the Issue, applications shall be grouped based on the PAN, i.e. applications under the same PAN
authorised under applicable statutory/regulatory requirements and their constitution instrument to hold residence: • ration card issued by the GoI; or • valid driving license issued by any transport authority of shall be grouped together and treated as one application. Two or more applications will be deemed to be
and invest in bonds, (b) they have obtained all necessary approvals, consents or other authorisations, the Republic of India; or • electricity bill (not older than three months); or • landline telephone bill (not multiple applications if the sole or first applicant is one and the same. For the sake of clarity, two or more
which may be required under applicable statutory and/or regulatory requirements to invest in bonds, older than three months); or • valid passport issued by the GoI; or • Voter’s Identity Card issued by the applications shall be deemed to be a multiple application for the aforesaid purpose if the PAN number
and (c) applications made by them do not exceed the investment limits or maximum number of Bonds GoI; or • passbook or latest bank statement issued by a bank operating in India; or • leave and license of the sole or the first applicant is one and the same. C. Depository Arrangements: We have entered
that can be held by them under applicable statutory and or regulatory provisions. agreement or agreement for sale or rent agreement or flat maintenance bill; (c) Self-attested copy of a into Tripartite Agreement dated September 1, 2000 among us, the Registrar to the Issue and NSDL and
30. Applications under Power of Attorney: In case of Investments made pursuant to a power of attorney cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest dated November 17, 2011, among us, the Registrar to the Issue and CDSL, respectively for offering
by Category I investors, a certified copy of the power of attorney or the relevant resolution or authority, as and redemption, as applicable, should be credited. The Applicant shall be responsible for providing the depository option to the investors and for issue and holding of the Bonds in dematerialised form. As per
the case may be, along with a certified copy of the memorandum of association and articles of association above information accurately. Delays or failure in credit of the payments due to inaccurate details shall be the provisions of the Depositories Act, 1996, the Bonds issued by us can be held in a dematerialized
and/or bye laws and/or charter documents, as applicable, must be lodged along with the Application at the sole risk of the Applicants and neither the Lead Managers nor NHAI shall have any responsibility form as described under the heading - “Applications for Allotment of Bonds in dematerialized form” in
Form. In case of Investments made pursuant to a power of attorney by Category II and Category III and undertake any liability for the same. Applications for Allotment of the Bonds in physical form, which this chapter. D. Communications: All future Communications in connection with Applications made in
investors, a certified copy of the power of attorney must be lodged along with the Application Form. are not accompanied with the aforestated documents, may be rejected at the sole discretion of NHAI. In the Issue should be addressed to the Registrar to the Issue quoting all relevant details as regards the
31. Application Size: Applications are required to be for a minimum of 50 Bonds and multiples of 1 relation to the issuance of the Bonds in physical form, note the following: (i) An Applicant has the option applicant and its application. Applicants can contact the Compliance Officer of NHAI/Lead Managers or the
Bond thereafter. to seek Allotment of Bonds in either electronic or physical mode. No partial Application for the Bonds Registrar to the Issue in case of any Pre-Issue related problems. In case of Post-Issue related problems
32. Application Form: The prescribed colour of the Application Form for the various categories is as shall be permitted and is liable to be rejected. (ii) In case of Bonds that are being issued in physical form, such as non-receipt of Allotment Advice/credit of Bonds in depository’s beneficiary account/refund orders,
follows: NHAI will issue one certificate to the Bondholder for the aggregate amount of the Bonds for each Series etc., applicants may contact the Compliance Officer of NHAI/Lead Managers or Registrar to the Issue.
NATIONAL HIGHWAYS AUTHORITY OF INDIA 5
IN THE NATURE OF ABRIDGED PROSPECTUS (FORM 2A)- MEMORANDUM CONTAINING SALIENT FEATURES OF PROSPECTUS - TRANCHE 1
44. Rejection of Applications: NHAI reserves its full, unqualified and absolute right to accept or reject of the abovementioned Categories, NHAI shall have the discretion of determining the number of Bonds of Allotment in consultation with the SBICAP, AK Capital and the Designated Stock Exchange and in
any Application in whole or in part and in either case without assigning any reason thereof. Application to be allotted over and above the Base Issue Size, in case NHAI opts to retain any oversubscription in compliance with the aforementioned provisions. The Designated Stock Exchange along with NHAI,
would be liable to be rejected on one or more technical grounds, including but not restricted to: • Number of the Issue upto the Shelf Limit of ` 10,00,000 lakhs. The aggregate value of Bonds decided to be allotted SBICAP, AK Capital and the Registrar shall be responsible for ensuring that the Basis of Allotment is
Bonds applied for is less than the minimum Application size; • Applications not duly signed by the sole/joint over and above the Base Issue Size, (in case NHAI opts to retain any oversubscription in the Issue), and/ finalised in a fair and proper manner.
Applicants; • Application amount paid not tallying with the number of Bonds applied for; • Applications for or the aggregate value of Bonds upto the Base Issue Size shall be collectively termed as the “Overall 46. Allotment Advice/Refund Orders: The unutilised portion of the application money will be refunded
a number of Bonds which is not in a multiple of one; • Investor category not ticked; • Bank account details Issue Size”. 45.2. Allocation Ratio: Reservations shall be made for each of the Portions in the below to the applicant by an A/c Payee cheque/demand draft. In case the at par facility is not available, NHAI
not given; • Applications by persons not competent to contract under the Indian Contract Act, 1872, as mentioned format and shall be indicated at the relevant Tranche Prospectus(es): reserves the right to adopt any other suitable mode of payment. We may enter into an arrangement with
amended, including a minor without a guardian name; • In case of Applications under Power of Attorney Particulars Category I Category II Category III* one or more banks in one or more cities for refund to the account of the applicants through Direct Credit/
where relevant documents not submitted; • Application by stock invest or accompanied by cash/money RTGS/NEFT. NHAI shall credit the allotted Bonds to the respective beneficiary accounts/dispatch the
order/postal order; • Applications without PAN; • GIR number furnished instead of PAN; • Applications Size in % 40% of the Overall Issue Size 30% of the Overall Issue Size 30% of the Overall Issue Size Letter(s) of Allotment or Letter(s) of Regret/Refund Orders to all applicants by Registered Post/Speed
for amounts greater than the maximum permissible amounts prescribed by applicable regulations; • Post at the applicant’s sole risk, within 30 days from the date of closure of the Issue. Further, a) Allotment
Applications by persons/entities who have been debarred from accessing the capital markets by SEBI; * For Category III, the allotment shall be done on a proportionate basis. of Bonds offered to the public shall be made within a time period of 30 days from the date of closure of
• Applications by any persons outside India, barring applications made by NRIs on a non-repatriable and 45.3. Basis of Allotment for Bonds: (a) Allotments in the first instance: i. Applicants belonging to the the Issue; b) Credit to demat account will be given within 2 working days from the date of allotment c)
applications made by NRIs under a repatriable basis and FIIs as described above; • For option to hold Category I, in the first instance, will be allocated Bonds upto 40% of Overall Issue Size on first come first Interest at a rate of 15 per cent per annum will be paid if the allotment has not been made and/or the
Bonds in electronic/dematerialised form, Depository Participant identification number, Client ID and PAN serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Refund Orders have not been dispatched to the applicants within 30 days from the date of the closure
mentioned in the Application Form do not match with the Depository Participant identification number, Bankers to the Issue); ii. Applicants belonging to the Category II, in the first instance, will be allocated of the Issue, for the delay beyond 30 days. d) NHAI will provide adequate funds to the Registrars to
Client ID and PAN available in the records with the depositories; • Application under power of attorney Bonds upto 30% of Overall Issue Size on first come first serve basis (determined on the basis of date the Issue, for this purpose.
or by limited companies, corporate, trust etc., where relevant documents are not submitted; • Address of receipt of each application duly acknowledged by the Bankers to the Issue); iii. Applicants belonging 47. Filing of the tranche prospectus(es) with the Stock Exchanges: A copy of the tranche
not provided in case of exercise of option to hold Bonds in physical form; • Copy of KYC documents not to the Category III, in the first instance, will be allocated Bonds upto 30% of Overall Issue Size on prospectus(es) shall be filed with the BSE and NSE.
provided in case of option to hold Bonds in physical form; and • Public Financial Institutions, Statutory proportionate basis; (b) Under Subscription: If there is any under subscription in any Portion, priority in 48. Pre-Issue Advertisement: NHAI shall, on or before the Issue Opening Date, publish a pre- Issue
Corporations, Commercial Banks, Co-operative Banks Regional Rural Banks, Provident Funds, Pension allotments will be given in the following order: i. Category III Portion; ii. Category II Portion; iii. Category advertisement, in the form prescribed by the SEBI Debt Regulations, in one national daily newspaper
Funds, Superannuation Funds and Gratuity Fund, Insurance companies registered with the IRDA, National I Portion (c) For Category I Portion and Category II Portion, all applications received on the same day with wide circulation.
Investment Fund, Mutual Funds and Foreign Institutional Investors applications not procured by the Lead by the Bankers to the Issue would be treated at par with each other. (d) Minimum allotments of 1 Bond 49. IMPERSONATION: “Any person who: a) makes in a fictitious name, an application to NHAI for
Managers or their respective affiliates. • Applications made by investors belonging to a particular Category and in multiples of 1 Bond thereafter would be made in case of each valid application. (e) Allotments in acquiring or subscribing for, any shares therein, or b) otherwise induces NHAI to allot, or register any
on an application form meant for other applicants and vice-versa. • Bank certificate not provided along case of oversubscription: In case of an oversubscription in Category I Potion and Category II Portion, transfer of shares, therein to him, or any other person in a fictitious name, shall be punishable with
with demand draft for NRI Applicants. • In case of NRI applications if the money is received from NRO allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter imprisonment for a term which may extend to five years.”
account and the account number (in case of application in physical form) mentioned in the application on proportionate basis, i.e. full allotment of Bonds to the applicants on a first come first basis up to the 50. Listing: The Bonds will be listed on BSE and NSE. If the permission to deal in and for an official
form is a repatriable account or the status of the demat account mentioned is repatriable. • In case of NRI date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of Bonds to quotation of the Bonds is not granted by BSE and NSE, we shall forthwith repay, without interest, all
applications, applying in physical form, submitted at collection centres other than the centres designated the applicants on the date of oversubscription (based on the date of submission of each application to such moneys received from the Applicants in pursuance of the Prospectus Tranche-1. NHAI shall use
for submitting the application forms by NRI applicants applying in physical form. The collecting bank shall the Bankers to the Issue, in each Portion). In case of oversubscription in Category III Portion, all valid best efforts to ensure that all steps for the completion of the necessary formalities for listing at the Stock
not be responsible for rejection of the Application on any of the technical grounds mentioned above. applications received during the Issue Period, shall be treated at par and considered for allotment on a Exchange are taken within fifteen Working Days from the date of Allotment.
Application Forms received after the closure of the Issue shall be rejected. In the event, if any Bond(s) proportionate basis. (f) Proportionate Allotments: For Category III Portion, all valid applications received 51. Utilisation of Application Money: The sums received in respect of the Issue will be kept in the
applied for is/are not Allotted, the Application monies in respect of such Bonds will be refunded, as may during the Issue Period shall be considerd for allotment on a proportionate basis. For each PortionCategory Escrow Account and NHAI will have access to such funds only after creation of security for the Bonds and
be permitted under the provisions of applicable laws. I and II Portion, on the date of oversubscription, allotment shall be made on a proportionate basis. The as per applicable provisions of law(s), regulations and approvals. NHAI shall at all times ensure that any
45. Basis of Allotment: The subscription list for the Issue shall remain open for subscription at the method of proportionate allotment is as described below: i. Allotments to the applicants shall be made monies kept in the NRI Escrow Account shall be utilised only in accordance with the FEMA (Borrowing
commencement of banking hours and close at the close of banking hours, with an option for early closure in proportion to their respective application size, rounded off to the nearest integer, ii. If the process of and Lending in Rupees) Regulations, 2000 and other applicable statutory and/or regulatory requirements.
(subject to the Issue being open for a minimum of 3 days) or extension by such period, upto a maximum rounding off to the nearest integer results in the actual allocation of Bonds being higher than the Issue 52. Undertaking by the Issuer: We undertake that: a) the complaints received in respect of the Issue
period of 30 days from the date of opening of the Issue, as may be decided by the Board of NHAI subject size, not all applicants will be allotted the number of Bonds arrived at after such rounding off. Rather, shall be attended to by us expeditiously and satisfactorily; b) we shall take necessary steps for the
to necessary approvals. In the event of such early closure of the subscription list of the Issue, NHAI each applicant whose allotment size, prior to rounding off, had the highest decimal point would be given purpose of getting the Bonds listed within the specified time; c) the funds required for dispatch of refund
shall ensure that public notice of such early closure is published on or before the day of such early date preference, iii. In the event, there are more than one applicant whose entitlement remain equal after orders/allotment advice/certificates by registered post shall be made available to the Registrar to the
of closure through advertisement/s in a leading national daily newspaper. The issue shall remain open the manner of distribution referred to above, NHAI will ensure that the basis of allotment is finalised by Issue by NHAI; d) necessary cooperation to the credit rating agency(ies) shall be extended in providing
for subscription for a minimum period of 3 days. Further, allotment shall be made on first cum first serve draw of lots in a fair and equitable manner. (g) Applicant applying for more than one series of Bonds: true and adequate information until the debt obligations in respect of the Bonds are outstanding; e) we
basis for Category I and II Portion and proportionate basis for Category III Portion. 45.1. Grouping of If an applicant has applied for more than one series of Bonds, and in case such applicant is entitled to shall forward the details of utilisation of the funds raised through the Bonds duly certified by our statutory
Applications and Allocation Ratio: Applications received from various applicants shall be grouped allocation of only a part of the aggregate number of Bonds applied for, the Series-wise allocation of Bonds auditors, to the Trustee at the end of each half year; f) we shall disclose the complete name and address
together on the following basis: i) Applications received from Category I applicants: Applications received to such applicants shall be in proportion to the number of Bonds with respect to each Series, applied of the Trustee in our annual report; and g) we shall provide a compliance certificate to the Trustee (on an
from Category I, shall be grouped together, (“Category I Portion”); ii) Applications received from Category for by such applicant, subject to rounding off to the nearest integer, as appropriate in consultation with annual basis) in respect of compliance of with the terms and conditions of issue of Bonds as contained
II applicants: Applications received from Category II shall be grouped together, (“Category II Portion”); SBICAP, AK Capital and Designated Stock Exchange. All decisions pertaining to the basis of allotment in the tranche prospectus(es). We shall make necessary disclosures/ reporting under any other legal or
iii) Applications received from Category III applicants: Applications received from Category III applicants of Bonds pursuant to the Issue shall be taken by NHAI in consultation with the SBICAP, AK Capital and regulatory requirement as may be required by NHAI from time to time.
shall be grouped together, (“Category III Portion”). For removal of doubt, “Category I Portion”, Category the Designated Stock Exchange and in compliance with the aforementioned provisions of the Prospectus
II Portion” and the “Category III Portion” are individually referred to as “Portion” and collectively referred Tranche - 1. NHAI has the discretion to close the Issue irrespective of whether any of the Portion(s)
to as “Portions”. For the purposes of determining the number of Bonds available for allocation to each are fully subscribed. NHAI would allot Tranche 1 Series 2 Bonds to all valid applications, wherein the FOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUS
applicants have not indicated their choice of the relevant Series of Bonds. NHAI shall finalise the Basis
LEAD MANAGERS TO THE ISSUE* REGISTRAR TO THE ISSUE COMPLIANCE OFFICER
Mr. S.K. Chauhan, Manager (Finance & Accounts),
National Highways Authority of India,
Head Office, G - 5 & 6, Sector 10, Dwarka
New Delhi – 110 075.
Tel.: +91 11 2507 4100/4200, Extension: 2479,
SBI CAPITAL MARKETS LIMITED A.K. CAPITAL SERVICES LIMITED MCS LIMITED Fax: +91 11 2509 3517, Email: [email protected]
202, Maker Tower E, Cuffe Parade, Mumbai 400 005 30-39 Free Press House, 3rd Floor, Free Press Journal Marg, 215, Nariman Point, F-65, 1st Floor, Okhla Industrial Phase I, New Delhi - 110 020 Investors may contact the Compliance Officer or the Registrar to the Issue
Tel: +91 22 2217 8300; Fax: + 91 22 2218 8332 Mumbai 400 021 Tel: +91 11 41406149 - 52; Fax: +91 11 41709881 in case of any pre-Issue or post-Issue related problems such as non-receipt
Email: [email protected] Tel: +91 22 6754 6500/6634 9300; Fax: +91 22 6610 0594; Email: [email protected] of letters of allotment, credit of allotted Bonds in the respective beneficiary
Investor Grievance Email: [email protected] Email: [email protected] Investor Grievance Email: [email protected] account or refund orders, etc.
Website: www.sbicaps.com Investor Grievance Email: [email protected] Website: www.mcsdel.com
Contact Person: Mr. Puneet Deshpande/Ms. Shikha Agarwal Website: www.akcapindia.com Contact Person: Mr. Sibhabrata Biswas
Compliance Officer: Mr. Bhaskar Chakraborty Contact Person: Mr. Hitesh Shah SEBI Registration No.: INR000000056
SEBI Registration No.: INM000003531** Compliance Officer: Mr. Vikas Agarwal
SEBI Registration No.: INM000010411
LEAD MANAGERS TO THE ISSUE DEBENTURE TRUSTEE *Lead Managers to the Issue are also Consortium Members for marketing of the
Issue. ** The SEBI registration of one of the Lead Managers to the Issue, SBI Capital
Markets Limited was valid up to July 31, 2011. The application for renewal of the
certificate of registration in the prescribed manner has been made by SBI Capital
Markets Limited on April 29, 2011, to SEBI, three months before the expiry of the
ICICI SECURITIES LIMITED*** KOTAK MAHINDRA CAPITAL COMPANY LIMITED*** SBICAP TRUSTEE COMPANY LIMITED# period of the certificate as required under Regulation 9(1) of the SEBI (Merchant
ICICI Centre, H.T. Parekh Marg Churchgate, 1st Floor, Bakhtawar, 229, Nariman Point, Khetan Bhavan, 5th Floor, Bankers) Regulations, 1992. The approval of SEBI in this regard is currently
Mumbai 400 020 Mumbai 400 021 198, J.T.Road, Churchgate, awaited. *** For marketing only. #SBICAP Trustee Company Limited, (wholly owned
Tel: +91 22 2288 2460; Fax: + 91 22 22826580 Tel.: +91 22 6634 1100; Fax.: +91 22 22840492 Mumbai - 400 020. subsidiary of SBI Capital Markets Limited, one of the Lead Managers) has by its
Email: [email protected] Email: [email protected] Tel: +91 22 4302 5555; Fax: +91 22 4302 5500 letter dated November 11, 2011 given its consent for its appointment as Debenture
Investor Grievance Email: [email protected] Website: www.kotak.com Email: [email protected] Trustee to the Issue (and each Tranche Issue) and for its name to be included in the
Website: www.icicisecurities.com Contact Person: Mr. Chandrakant Bhole Investor Grievance Email: [email protected] Prospectus and in all the subsequent periodical communication sent to the holders
Contact Person: Mr. Manvendra Tiwari / Mr. Mangesh Ghogle Investor Grievance ID: [email protected] Website: www.sbicaptrustee.com of the Bonds issued pursuant to this Issue.
Compliance Officer: Mr. Subir Saha Compliance Officer: Mr. Ajay Vaidya Contact Person: Mr. Vishwas G. Pathak/Mrs. Rupali Patil
SEBI Registration No.: INM000011179 SEBI Registration No.: INM000008704 SEBI Registration No.: IND000000536
ESCROW COLLECTION BANKS/BANKERS TO THE ISSUE: Union Bank of India, M-11, 2ND Floor, Middle Circle, Connaught Circus, New Delhi – 110 001. Tel.: +91 11 23414229, 3685, 87, Fax: +91 11 23413686, E-mail: [email protected]; Website: http://unionbankofindia.com, Contact Person: Mr. H.K. Behra, General Manager; Syndicate Bank, Regional Office, Sarojini House, 6, Bhagwan Das Road, New
Delhi – 110 001, Tel.: +91 11 23389665, Fax: +91 11 23383796, Mobile: 9968309173, E-mail: [email protected], Website: www.syndicatebank.in, Contact Person: Mr. S.K. Bhatia, Chief Manager; Axis Bank Limited, Janakpuri Branch, Sol ID 207, C3/21, Janakpur, New Delhi – 110058, Tel.: +91 11 41587428, 7429, 7430, Fax: + 11 25545158, E-mail: [email protected], Janakpuri.branchhead@
axisbank.com, Contact Person: Mr. Bipin Pal Singh, Sr. Manager & Operations Head, Tel. (Direct): +91 11 41576673, Mbl: 9582802072, Mr. Shailendra Gahlot, Dy. Vice Presiding & Branch Head, Tel. (Direct): +91 11 41576677, Mbl: 9582802071; State Bank of India, Capital Market Branch, Videocon Heritage (Killie House), Ground Floor, Charantjit Rai Marg, Mumbai – 400 001. Tel.: +91 22 22094932/22094927, Fax: +91 22
22094921/22094922, E-mail: [email protected], [email protected], Website: www.statebankofindia.com, Contact Person: R. K. Prasad; ICICI Bank Limited, Capital Market Division, Rajabahadur Mansion, 30, Mumbai Samachar Marg, Fort, Mumbai – 400001, Tel.: +91 11 66310322/12, Fax: +91 11 66310350, E-mail: [email protected], Website: www.icicibank.com, Contact Person: Mr. Anil Gadoo; HDFC Bank
Limited, FIG – OPS Department, Lodha, 1 Think Techno Campus, O-3, Level, Next to Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai – 400042. Tel.: +91 22 30752928, Fax: +91 22 25799801, E-mail: [email protected], [email protected], [email protected], [email protected], Website: www.hdfcbank.com, Contact Person : Mr. Uday Dixit
Legal Advisors to the Issuer: M.V. KINI & CO., Advocates & Solicitors, “Kini House”, 6/39 Jungpura-B, New Delhi 100014, Tel: +91 11 2437 1038/39/40, Fax: +91 11 24379484.
Statutory Auditors: As per Section 23 of the NHAI Act, the accounts of the Authority shall be maintained and audited in such manner as may, in consultation with the Comptroller and Auditor General of India, be prescribed and the Authority shall furnish, to the Central Government before such date as may be prescribed, its audited copy of accounts together with the auditors report thereon.
Independent Auditors of NHAI: ASP & Co., Chartered Accountants, 11A, Govind Mansion, 2nd Floor, H Block, Connaught Circus, New Delhi, Firm Registration No. 000576N.
Bankers to NHAI: Canara Bank, Address: J-6, Community Centre, Rajouri Garden, New Delhi – 110027, Tel: +91 1125971004 Fax: +91 11 25971051, E-mail: [email protected], Website: www.canarabank.com, Contact Person: Mr. K. Doraiswamy, AGM.Syndicate Bank: Address: Sarojini House, 6 Bhagwandas Road, New Delhi 110001, Tel: +91 11 23384432 Fax: +91 11 23383796, Contact Person Mr. U. S.
Parmar, DGM, Website: www.syndicatebank.in, Email: [email protected].
Refund Bank: State Bank of India, Capital Market Branch, Videocon Heritage (Killie House), Ground Floor, Charantjit Rai Marg, Mumbai – 400 001, Tel.: +91 22 22094932/22094927, Fax: +91 22 22094921/22094922, E-mail: [email protected], [email protected], Website: www.statebankofindia.com, Contact Person: R. K. Prasad.
Consortium Members for marketing of the Issue: In addition to the Lead Managers, following are also consortium members for marketing of the Issue. SBICAP Securities Limited, Regd. Address: 191, 19th Floor, Maker Tower-‘F’, Cuffe Parade, Mumbai 400005, Corr. Address: Mafatlal Chambers, 2nd floor, C wing, N M Joshi Marg, Lower Parel, Mumbai 400013, Tel: +91 22 4227 3446; Fax: +91 22 4227 3390, Email: archana.
[email protected], Contact Person: Archana Dedhia, SEBI Registration No.: BSE: INB 011053031, NSE: INB 231052938. A. K. STOCKMART PRIVATE LIMITED: Address: 30-39, Free Press House, Free Press Journal Marg, 215, Nariman Point, Mumbai 400 021, Tel. : +91 22 6754 6500; Fax: +91 22 6754 4666, E-mail ID: [email protected], Website: www.akcapindia.com, Contact person: Mr.Ankit Gupta, SEBI
Registration No.: BSE: INB011269538, NSE: INB231269532. KOTAK SECURITIES LIMITED: Address: 3rd Flr, Nirlon House, Dr. Annie Besant Road, Worli, Mumbai- 400025, Tel.: +991 22 66529191; Fax : +91 22 66617041 , E-mail ID: [email protected], Investor Grievance E-mail ID: [email protected], Website: www.kotak.com, Contact person: Sanjeeb Kumar Das, SEBI Registration No.: BSE: INB010808153,
NSE: INB230808130. ICICI SECURITIES LIMITED*: ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai 400020, Tel: +91 22 2288 2460; Fax: +91 22 22826580, Email: [email protected], Investor Grievance Email: [email protected], Website: www.icicisecurities.com, Contact Person: Mr. Mitesh Shah, Compliance Officer : Mr. Subir Saha, SEBI Registration Number: BSE: INB011286854, NSE:
INB230773037. *The same entity is also the Lead Manager to the Issue.
CREDIT RATING AGENCIES: CRISIL LIMITED, CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400076, Tel - +91 22 33423000, Fax: +91 22 33421830, Email: [email protected], Website: www.crisil.com, Contact Person: Mr. Sudip Sural, SEBI Registration No.: IN/CRA/001/1999. CREDIT ANALYSIS AND RESEARCH LIMITED, B47, 3rd Floor, Inner Circle, Connaught Place, New Delhi
1100011, Tel: +91 11 23318701 Fax: +91 11 45333238, Email: [email protected], Website: www.careratings.com, Contact Person: Ms. Jyotsna Gadgil, SEBI Registration No.: IN/CRA/004/1999, FITCH RATINGS INDIA PRIVATE LIMITED, Apeejay House, 6th Floor, 3-Dinshaw Vaccha Road, Churchgate, Mumbai 400020, Tel: +91 22 40001700; Fax: +91 22 40001701, Email: [email protected], Website:
www.fitchindia.com, Contact Person: Mr. Rajesh Patel, SEBI Registration No.: IN/CRA/002/1999.
RISK FACTORS
Prospective investors should carefully consider all the information in the Prospectus including all the risks outlay to meet our physical targets. For further details, please refer to chapter “Outstanding Litigation and infrastructure development in India and are effectively implemented. Additionally, these programs will need continued
and uncertainties described below and under the chapter “Our Business” on page 60 and under the section Material Developments” on page 104 of the Shelf Prospectus. A. Cases filed against us: (Rs. in Lakhs)1; support from stable and experienced regulatory regimes that not only encourage the continued movement of private
“Financial Information” on page F-1of the Shelf Prospectus in addition to the other information contained in the Pending Arbitration; 8,39,570.22, 2; Pending Litigation; 93,238.76, 3; Other proceedings (for instance tax authority capital into infrastructure development but also lead to increased competition, appropriate allocation of risk,
Shelf Prospectus before making any investment decision in the Bonds. The risks and uncertainties described in demand notices, consumer cases etc.); 2,990.52, Total; 9,35,799.50. B. Cases filed by us: 1; Pending Arbitration; transparency, effective dispute resolution and more efficient and cost-effective services to the end-consumer.
the section are not the only risks that we currently face. Additional risks and uncertainties not known to us or that 2,29,770.30, 2; Pending Litigation; 3872.52; Total, 2,33,642.82. C. Cases filed against our Subsidiaries: 1; Additionally, policies of the Government which mandate development in certain specific sectors, or areas, for
we currently believe to be immaterial may also have an adverse effect on results of our operation and physical Pending Arbitration; 1,85,284.00, 2; Pending Litigation; 12,018.77, Total; 1,97,302.77. D. Cases filed by our instance rural, coastal, border, will affect our projects. In the event that Central and State Government initiatives
execution. If any of the following risks or other risks that are not currently known or are deemed immaterial at this Subsidiaries: 1; Pending Arbitration; 14,101.00; 2, Pending Litigation; 154.45, Total; 14,255.45. 2. Our operations and regulations in the infrastructure industry do not proceed in the desired direction, results of our operations could
time, actually occur, results of our operation could suffer, the trading price of the Bonds could decline and you may are significantly dependent on the funding received from the GoI and any delay or decrease in the funding be materially affected. 3. Our operations may also get affected by an increase in prices of raw materials or
lose all or part of your redemption amounts and/or interest amounts. Unless otherwise stated in the relevant risk plan by the GoI may adversely affect our operations. Our operations are very capital intensive and any reduction shortages of raw materials which will lead to increase in the cost of construction of road projects. Any
factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the in budgetary allocation of capital, funding or grants may materially affect our performance and asset generation change in broad economic parameters may affect the financial viability of some of our projects which are executed
risks mentioned herein. The order of the risk factors appearing hereunder is intended to facilitate ease of reading capacity. Our operations could be materially and adversely affected if there are adverse changes in the policies of on the BOT/PPP mode which mainly rely on private sector participation. Further, the EPC contracts include
and reference and does not in any manner indicate the importance of one risk factor over another. Unless the the GoI which affect the capital and grants made available to us for infusion into our operation. If the GoI funding provisions wherein the payment made to the contractors needs to be adjusted as per the market indices such as
context requires otherwise, the risk factors described below apply to us/our operations only. to us reduces or if there is any downturn in the macroeconomic environment in India or in specific sectors, results WPI/CPI. These adjustments may lead to further increase in per unit construction cost. 4. Our operations may
The Shelf Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual of our operations and future physical performance could be materially and adversely affected. A large part of NHAI’s also get affected due to inability to manage our growth which could disrupt our business and adversely
results could differ materially from those anticipated in these forward-looking statements as a result of certain funding derives from cess collected by GoI. The GoI has, under the Central Road Fund Act, 2000, created a non- affect cost of our project. Our business has grown rapidly since we began our operations. We intend to continue
factors, including the considerations described below and elsewhere in the Shelf Prospectus. Potential Investors lapsable dedicated fund for roads by levying cess on High-Speed Diesel and Petrol at the rate of ` 2.00 per litre to grow our operations, which could place significant demands on our operational, credit, financial and other internal
must rely on their own examination of NHAI and of this Issue, including the risks and uncertainties involved. out of which allocation is as under: For ` 1.50 out of ` 2.00 of the cess. • 50% of the cess collected from Diesel risk controls. It may also exert pressure on the adequacy of our capitalization, making management of asset quality
INTERNAL RISKS is for rural roads. • Balance 50% cess from Diesel and the entire cess on Petrol, the allocation of funds for different increasingly important. Our future plan is dependent on our ability to gather Government and other funding for our
1. NHAI and its Subsidiaries are presently involved in a number of civil proceedings, including arbitration categories of roads are as under: • 57.5% for National Highways • 12.5% for Road Over Bridges/Rail Over Bridges growth. Adverse developments in the Government policy or the Indian economy, such as the increase in interest
and consumer cases. In the event these cases are decided against us or failure by us to adequately recover (to be constructed by Railways) • 30% for Roads other than National Highways. The balance cess at the rate of rates which affect PPP participation, may significantly increase our project costs and the overall cost of business.
on our claims against the other parties for payment may increase the construction cost of our projects. ` 0.50 per litre (levied in 2005-06) is allocated exclusively for National Highways. Any adverse change in the An inability to manage our growth effectively and failure to secure the required funding therefore on favourable
The Authority is party to various legal proceedings pending at different levels of adjudication before various courts pattern of allocation may reduce the capital availability to NHAI and hence materially affect future execution of terms, or at all, could have a material and adverse effect on cost of our projects and their physical execution. 5.
and tribunals. If any new developments arise, for example, a change in Indian law or rulings against us by the projects. Further, we believe that the further development of India’s infrastructure is dependent on formulation and Our operations are dependent on forecasting traffic volumes for the stretches of National Highways taken
appellate courts or tribunals, we may face increase in cost of construction which could increase our expenditure effective implementation of State and Central Government programs and policies that facilitate and encourage up as individual projects on which NHAI is directly or indirectly collecting Toll/User Fee by way of Toll
for that particular project. There is no assurance that similar proceedings will not be decided against us in future private sector investment in infrastructure projects in India. Many of these programs and policies are developing Contracts. Any miscalculation or erroneous forecasting or lower actual traffic volume in future may affect
and any adverse decision in such proceedings may have an adverse effect on our operations requiring a larger and evolving and their success will depend on whether they are properly designed to address the issues facing capital contribution by GoI and consequently our physical execution may be adversely affected. User Fee
6 NATIONAL HIGHWAYS AUTHORITY OF INDIA
IN THE NATURE OF ABRIDGED PROSPECTUS (FORM 2A)- MEMORANDUM CONTAINING SALIENT FEATURES OF PROSPECTUS - TRANCHE 1
RISK FACTORS
generated from highway stretches tolled by NHAI is remitted to GoI and is received back by us in the form of capital framework for award of the BOT/DBFOT has been laid down quite well, the institutional mechanism for monitoring which prevents collection of toll/fees; industry-wide or state-wide or India-wide strikes or industrial action which
which is a major contribution to our capital. Any material decrease between the actual traffic volume and the and enforcement of such projects/contracts is evolving. Such monitoring needs to address two phases of any prevent collection of toll/fees; or any public agitation which prevents collection of toll/fees. Political Events:
forecasted traffic volume on account of inaccurate forecasting or (any other reason which may cause a difference contract, i.e. (a) the construction phase and (b) the operations phase. Presently, arrangements for regular monitoring Change in Law, compulsory acquisition by any governmental agency of any project assets or rights of
between actual and forecasts) may have a material adverse effect on our capital flows and physical performance. during both the phases are in place and this is being done through Regional Offices and Project Implementation concessionaire or of the Contractors; or unlawful or unauthorised or without jurisdiction revocation of or refusal
In Fiscal 2011, our collection of User Fee from National Highways was ` 2,21,379.00 lacs that forms our capital units of NHAI. A large area of internal risk which exists is the compliance with the conditions precedent in the Model to renew or grant without valid cause any consent or approval required by developer. • Disputes risk: Any dispute
from toll receipts. All toll revenues depend on toll receipts and are affected by changes in traffic volumes. Traffic Concession Agreements (“MCA”) as well as the following: • Construction of the project as per the specified time arising out of or in relation to the concession agreement, between the parties is major internal risk, the mechanism
volumes are directly or indirectly affected by a number of factors, many of which are outside our control, including: schedule and agreed standards, • Levy of user charges strictly within the limits specified in the concession agreement, for the dispute redressal is provided in the MCA. It is to be noted that the risk of disputes arises out of the MCA
• toll rates; • fuel prices in India; • the affordability of automobiles; • the quality, convenience and travel time on • Protection of user interests by ensuring that performance standards, safety and other requirements are adhered and is also addressed by the MCA template itself. It specifies that the parties should attempt to resolve the dispute
alternate routes outside our network; • the availability of alternate means of transportation, including rail networks to, • Preventing misuse of public assets transferred to the concessionaire, • Preventing any leakage, diversion or amicably and for this purpose, the mandate has been given to an Independent Engineer to mediate and assist the
and air transport; • the level of commercial, industrial and residential development in areas served by our projects; mis-classification or Government revenues, • Imposing and recovering penalties for breach of contract, • Operating parties to arrive at a settlement. The procedure has been laid out in sufficient detail therein. However, upon the
• growth of the Indian economy; • adverse weather conditions; and • seasonal holidays. Traffic volumes are also the escrow account in accordance with the terms of the concession agreement, • Effective communication and failure of such conciliatory measure, the parties shall resort to Arbitration, which shall be held in accordance with
influenced in case of development/operation of competing roads, by the convenience and extent of a toll road’s exchange of information for monitoring and enforcement of obligations, • Supervision of the functioning of the Arbitration and Conciliation Act, 1996 (based on United Nations Commission on International Trade Laws –
connections with other parts of the local and national highway and toll road network, as well as the cost, convenience independent engineer with a view to ensuring that it is discharging all its duties. Thus, any inadequate reporting UNCITRAL model). Such disputes materially affect the project completion and execution and are a major source
and availability of other means of transportation. There can be no assurance that future changes affecting the road and monitoring system may affect project implementation. 17. Risks relating to any international regulations, of internal risk. For further details, please refer to chapter “Outstanding Litigation and Material Developments”
network in India, through road additions and closures or through other traffic diversions or redirections, or the taxation rules apply as the issue may be marketed to FIIs. The Bonds have not been recommended by any on page 104 of the Shelf Prospectus. • NHAI Event of Default:In the event of any of the defaults specified in the
development of other means of transportation, such as air or rail transport, will not adversely affect traffic volume U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not concession agreement which we have failed to cure within 90 days or such longer period as has been specified
on our toll roads. Revenue from toll receipts is affected by traffic volume and tariff rates, both of which are beyond confirmed the accuracy or determined the adequacy of the Shelf Prospectus. Any representation to the contrary in the agreement, we shall be deemed to be in default and concessionaire shall have the right to terminate the
our control. The user fee structure is laid down under National Highways (Rate of Fee) Rules, 1997 and National is a criminal offence in the United States and may be a criminal offence in other jurisdictions. The Bonds have not agreement. Any default by NHAI under the agreement materially poses a risk of project non-completion and delay.
Highways Fee (Determination of Rates and Collection) Rules, 2008 as amended and is uniformly applicable. In been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or • Concessionaire Event of Default: The MCA, like any other agreement/contract is under exposure of the
the event of significant decrease in traffic volumes on such stretches of National Highways, the effect of which any state securities laws in the United States and may not be offered or sold within the United States under the concessionaire defaulting, though there are substitution mechanisms in place. This internal risk may affect the our
cannot be quantified monetarily, we may experience a corresponding decrease in the ploughed back capital we U.S. Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration project(s) in the short term, however in the long run this risk can be mitigated by prompt and reliable substitution
receive from GoI, which may reduce our future execution capabilities. Further, any change in the applicable toll requirements of the U.S. Securities Act and applicable state securities laws in the United States. Further, any of a defaulting or non-performing concessionaire. • Termination Payment Liability: The MCA provides for payment
policies or other applicable laws which affects the category of vehicle, fuel, road safety etc. may lead to increase person making or intending to make an offer within the European Economic Area (“EEA”) of Bonds which are the to project lender(s) in case of termination of concession after the completion of the construction, to the extent of
or decrease in the toll revenue and may affect our capital inflows thereby affecting our results of operations. 6. subject of the Issue contemplated in the Shelf Prospectus should only do so in circumstances in which no obligation debt due as on the date of termination and the project highway stand transferred to us. This puts additional liability
Leakage of traffic and toll collection may affect volume of collections and inflows which may in turn affect arises for NHAI to produce a prospectus for such offer. Additionally, our Bonds are quoted in Indian rupees in India on us to directly or indirectly operate and maintain the project highway. • Contract Monitoring Risk:A tertiary risk
the ploughed back capital we receive from GoI and our future execution capabilities. The toll receipts are and investors may be subject to potential losses arising out of exchange rate risk on the Indian rupee and risks arising from contracts is the risk arising from monitoring of Public Private Partnership Projects (“PPP”) and any
primarily dependent on the integrity of toll collection systems and any leakage through toll evasion, fraud or technical associated with the conversion of Indian rupee proceeds into foreign currency.Investors are subject to currency oversight during implementation.This is because although detailed guidelines have been laid down for award of
faults in the same affects collections and inflowsand may affect the ploughed back capital which we receive from fluctuation risk and convertibility risk since the Bonds are quoted in Indian rupees on the Indian stock exchanges contracts to concessionaires, the institutional mechanism for monitoring and enforcement of PPP contracts is yet
the GoI, which will reduce our future execution capabilities. The revenues derived from the collection of tolls may on which they are listed. Returns on the Bonds will also be paid in Indian rupees. The volatility of the Indian rupee to be implemented. A satisfactory reporting format for monitoring on site performance of contracts has to be in
be reduced by leakage through toll evasion, fraud or technical faults in toll collection systems. If toll collection is against the U.S. dollar and other currencies subjects investors who convert funds into Indian rupees to purchase place to mitigate this area of internal risk. Till this procedure is in place, we are exposed to this internal risk. • Risk
not properly monitored, leakage may reduce toll revenue. Although we have systems in place to minimize leakage our bonds to currency fluctuation risks. 18. Our insurance coverage may not adequately protect us against arising from the international competitive bidding process/Risks associated with consultant selection:
through fraud and pilfering, any significant failure by us to control leakage in toll collection systems, though not all losses we incur in our operations or otherwise. We maintain or contractually provide for insurance coverage Although the bidding process is well culled out and is divided into two stages of Request For Qualification (“RFQ”)
quantifiable monetarily, could have a material adverse effect on our operations and prospects. Further, any leakage of the type and in the amounts that we believe are commensurate with our operations. These insurance policies, and the consequent Request For Proposal (“RFP”) (and amendments to these are project specific), There is a
in the traffic from the non access controlled stretches of National Highways, resulting in avoidance of payment of however, may not provide adequate coverage in certain circumstances and may be subject to certain deductibles, risk arising from disclosures made by prospective concessionaires under this bidding process. Particularly if a
Toll/User Fee, may also adversely affect our operations. 7. Fluctuations in interest rate and exchange rate on exclusions and limits on coverage. In addition, there are various types of risks and losses for which we do not wrong disclosure is made and the weighted financial score is mis-calculated, the incompetent concessionaire will
our external borrowings may adversely affect our operations. As on June 30,2011, we have outstanding maintain insurance, such as losses due to business interruption and natural disasters, because they are either come into the picture with relatively lower expertise and affect the execution of the project.Pre-qualification on the
multilateral external borrowings of ` 58,607.31 lacs (USD 130.07 Millions) from ADB, which carry floating rate of uninsurable or because insurance is not available to us on acceptable terms. A successful assertion of one or more basis of technical and financial expertise of the firm and its track record in similar projects which meets the threshold
interest, for part financing of “Surat-Manor Tollway Project”. Any adverse fluctuation in interest rate and exchange large claims against us that exceeds our available insurance coverage or results in changes in our insurance technical and financial criteria set out in the RFQ document. Determination of technical and financial capacity of
rate may increase the cost of our borrowings, thereby increasing cost of this project. NHAI may raise further policies, including premium increases or the imposition of a larger deductible or co-insurance requirement, could consortium applicants in proportion to the committed equity holding of each consortium member in the project SPV.
borrowings for funding various projects under NHDP and allied programmes. Any upsurge in domestic/international adversely affect our physical performance and operations. Further, as an internal policy we make payouts for the • Other risks and risk mitigation mechanisms in the MCA template:Revenue realisation in BOT-Toll projects
interest rates may have adverse impact on our cost of borrowings and projects. For further information, please concessionaire’s workforce, i.e. if the concessionaire fails to keep in force all insurances for which it is responsible, is subject to some key risks including, but not limited to variation in traffic, variation in toll rates and premature
refer to chapter on “Financial Indebtedness” on page no 101 of the Shelf Prospectus. 8. We do not own the NHAI, may at its option obtain the insurance policies/pay the insurance premium and keep the same in force (this termination The concession agreement provides for various risk mitigation mechanisms to the concessionaire
logo We may be unable to adequately protect our intellectual property. Furthermore, we may is a short term burden on NHAI, though recoverable later). NHAI does however have the option to recover the including change in concession period, differential toll rates that are linked to cost of different road structures under
be subject to claims alleging breach of third party intellectual property rights. We are an autonomous statutory premium from the concessionaire/contractor. For further details, please refer chapter “Our Business” on page the new toll rules (linear alignment, bridges, tunnels, bypasses etc.) to providing for termination payments under
body, and are the sole users of NHAI logo. We have a nationwide grassroots presence and are indentified by 60 of the Shelf Prospectus. 19. We do not own the premises from which most of our regional offices and force majeure events, additional toll way, occurrence of on account of certain events. The concession agreement
widespread usage of this logo. However, our logo is not registered and we may be exposed to litigation pertaining field office(s) operate and this may involve risk of loss of such premise. Our branch offices including regional provides for extension or reduction of the concession period in the event the actual traffic falls short or exceeds
to usage of the same. 9. Our financial condition and physical performance could be materially affected, if offices and project implementation unit offices (totaling to 127) are on lease/leave and license basis. Thus, we do the target traffic, as estimated on the target date. • Insurance liability for the employees of concessionaire in
we do not complete our projects as planned or if our projects experience delay. There may be a delay in not own most of our branch offices and our head office. Any failure on our part to execute and/or renew leave and case of default: If the concessionaire fails to keep in force all insurances for which it is responsible, NHAI, shall
implementation or completion of projects or a change of scope, due to factors beyond our control or the control of license agreements and/or lease deeds in connection with such offices or failure to locate alternative offices in be bound to pay the insurance premium and keep the same alive (this is a short term burden on NHAI, though
the contractors/concessionaries like delays or failures to obtain necessary permits, or authorizations. Delays in the case of termination of the leases and/or leave and license arrangements in connection with any branch could recoverable later). NHAI does however have the option to recover the premium from the concessionaire or to
completion of a project may lead to cost overruns. Such delay in completion of the projects may delay the adversely affect results of our operations. 20. Our operations are subject to physical hazards and similar risks deduct it from subsequent payment. iv) Operate,Maintain and Transfer (OMT) contracts: We have also taken
commencement of our toll collections thereby affecting our operations and physical performance. Further, the GoI that could expose us to material liabilities, reduced inflows and increased execution costs. There are certain up award of selected highway projects to private sector players under an OMT Concession. Till recently, the tasks
grants loan to us for some of our projects. Any delay in the completion of the projects would trigger the delay stretches/projects where we are subject to operational risks as well as project implementation risks. Our operations of toll collection and highway maintenance were entrusted to tolling agents/operators and subcontractors,
mechanism in the underlying contract and contractual repercussions will follow. We have experienced time and subject our workforce to hazards inherent in constructing roads, bridges and railway work such as risk of equipment respectively. These tasks have been integrated under the OMT concession. Under this concession private operators
cost overruns in the past. Hence, our operations and financials will get adversely affected due to delay in completion failure, impact from falling objects, collision, work accidents, fire, or explosion, including hazards that may cause would be eligible to collect tolls on these stretches for maintaining highways and providing essential services (such
of the projects resulting in increase in the costs for concessionaire and in some situations delay in accrual of injury and loss of life, severe damage to and destruction of property and equipment, and environmental damage. as emergency/ safety services). The OMT concession would be for a maximum period of 9 years. As on August
revenue to us. 10. Our business operations will be affected by shortcomings and failures in our internal Further, we also assume liability for defects in connection with any design or engineering work provided by the 31, 2011, we have awarded 6 OMT contracts valued at ` 12,099.00 lacs. Under the OMT, we are exposed to the
processes and systems. Our business is highly dependent on our ability to process and monitor a large number contractors. Although we sub-contract our construction work, we may still be liable for accidents on our projects, following risks: • Under the OMT agreement we have to procure the right of way to the site as a condition precedent
of projects. Our construction management, data processing or other operating systems and facilities may fail to due to defects in design and quality of construction of our projects, during the construction and operations. Any within a specified period of time. Any delay in procuring this right of way will entitle the concessionaire to claim
operate properly or become disabled as a result of events that are wholly or partially beyond our control, adversely delay, default or unsatisfactory performance by any third parties could adversely affect our ability to complete our damages at a specified percentage of the performance security. • We also undertake the risk to maintain and
affecting our ability to process these transactions. As we grow our business, the inability of our systems to projects in a timely manner or at all. Any of the foregoing factors, though not quantifiable monetarily, could have a protect the construction works during of period of suspension of the concessionaire. This may involve exposure to
accommodate an increasing volume of projects could also constrain our ability to expand our businesses. Additionally, material adverse affect on financial condition, reputation and results of our operations. 21. Our operations could high watch and works costs. • In the event of default or breach of the agreement by us, our liability is computed
shortcomings or failures in our internal processes or systems could lead to an impairment of our financial condition, be adversely affected by strikes, work stoppages or increase wage demands by our or our contractors’ keeping all direct costs suffered by the concessionaire as a consequence of such breach. This compensation may
financial loss, disruption of our business and reputational damage. Our ability to operate will depend in part on our work force or any other kind of disputes involving our work force. We employ significant number of workers also include interest payment on debt, operation and O&M expenses. • If the concessionaire fails to keep in force
ability to maintain and upgrade our contract management systems and policies on a timely and cost-effective basis. directly as well as on contractual basis. These workers may be associated with some workers union. We have not all insurances for which it is responsible, we are bound to either pay the insurance premium and keep the same
The information available to and received by our management through our existing systems may not be timely and experienced any materials strikes, work stoppages or action by or with our employees. However, in future, there alive (this is a short term burden on NHAI, though recoverable later). We do however have the option to recover
sufficient to manage risks or to plan for and respond to changes in market conditions and other developments in can be no assurance that we will not experience any disruptions of operations due to disputes or other problems the premium from the concessionaire or to deduct it from subsequent payment. 25. No Debenture Redemption
our operations. We may experience difficulties in upgrading, developing and expanding our systems quickly enough with our work force, which may adversely affect our operations. 22. Any inability to attract, recruit and retain Reserve (“DRR”) for the Bonds is proposed to be maintained for the present issue of Bonds and the
to accommodate our growing customer base and range of products. Our failure to maintain or improve or upgrade skilled personnel could adversely affect results of our operations. We depend largely on workforce deputed Bondholders may find it difficult to enforce their interests in the event of or to the extent of a default. The
our management information systems in a timely manner could materially and adversely affect our operations. We from various cadres of Government and have considerable skilled manpower deputed to us to enable us to achieve obligation to maintain a DRR is applicable only to Companies registered under The Companies Act. From the
may also be subject to disruptions of our operating systems, arising from events that are wholly or partially beyond our objectives. We are also dependent on other key personnel, including skilled project management personnel. definitions laid down by SEBI under SEBI Debt Regulations, it may be observed that the definition of issuer includes
our control including, for example, computer viruses or electrical or telecommunication service disruptions, which We may experience difficulties in attracting, recruiting and retaining an appropriate number of managers and a company. Certain mandatory requirements are required of all issuers whereas certain requirements like creation
may result in a loss or liability to us. 11. We have certain contingent liabilities that may adversely affect our engineers for our business needs. We may also need to increase our pay structures to attract and retain such of a DRR is required only if the issuer is a company. The term “issuer” is much wider tends to include public sector
financial condition. As on September 30, 2011 we have contingent liabilities aggregating to ` 30,55,379.50 lacs. personnel. Our future performance will depend upon the continued services of these persons. The loss of any of undertakings and statutory corporations besides companies. NHAI is a statutory authority making a public issuance
Details of our contingent liabilities are as given below: (i) Contingent Liability of NHAI with respect to Litigation & the members of our senior management, our Members or other key personnel or an inability to manage the attrition of debt securities and so it falls under the definition of “issuer” but it is not a company. Hence, NHAI being an
Arbitration: 1; Pending Arbitration; 8,39,570.22, 2; Pending Litigation; 93,238.76, 3; Other proceedings (for instance levels in different employee categories may materially and adversely impact our operations. 23. Opposition from “issuer” but not a “company”, the requirement to maintain a DRR in compliance under section 117C of the
tax authority demand notices, consumer cases etc.); 2,990.52, Total; 9,35,799.50, (ii) Contingent Liability of NHAI local communities and other parties may adversely affect our operations. The construction and operation of Companies Act is not applicable to it. Creation of a debenture redemption reserve is a requirement of public
with respect to Contract (EPC) remaining to be executed on capital work amounts to ` 21,19,580.00 lacs. These our current and future projects may face opposition from the local communities where these projects are located issuances under Section 117C of the Companies Act. Issuer companies are required under this section to maintain
contingent liabilities which if determined against us in future may impact our operation. 12. We are exposed to and from special interest groups such as environmental groups. In particular, local communities, individuals, the a DRR out of their yearly profits by crediting ‘adequate’ amounts to the DRR. Hence, even in cases where a
the risks associated with the non-performance of underlying assets/projects of the SPVs. We have taken forest authorities and other authorities may oppose our operations and land acquisition due to various reasons company is maintaining a DRR, in a certain year it may not credit any amount to the DRR if there are no profits in
up development of port connectivity projects and expressway by setting up Special Purpose Vehicles (SPVs) including the perceived negative impact such activities may have on the environment etc. Significant opposition that year. Since there is no obligation on NHAI under the SEBI Debt Regulations, NHAI is not maintaining a DRR
wherein NHAI contributes upto 30% of the project cost as equity. Some of these SPVs also have equity participation by local communities, non-governmental organizations and other parties to the land acquisition process may delay for the present issue of Bonds and the Bondholders may find it difficult to enforce their interests in the event of or
by port trusts, State Governments or their representative entities. The SPVs also raise loans for financing the project implementation and adversely affect our operations. 24. We are subject to internal risks arising from to the extent of a default.
projects. SPVs are authorized to collect user fee on the developed stretches to cover repayment of debts and for our business of contract management which may adversely affect our operations. Since we are essentially RISKS RELATING TO THE UTILIZATION OF ISSUE PROCEEDS: 26. The fund requirement and deployment
meeting the costs of operations and maintenance. Broadly, NHAI has eleven project specific SPVs, each SPV has in the business of contract management of construction contracts, and as a contract manager, areas of risk are mentioned in the Objects of the Issue have not been appraised by any bank or any financial institution.
been formed with the specific intent for raising funds and development of a targeted area i.e. ports. SPVs are legal divided contractually. That is to say that our internal risks are directly linked to the risks of non-performance, default We intend to deploy the Issue proceeds towards part financing of the various projects being implemented by us
entities under the Companies Act having other shareholders. NHAI has shareholding which ranges from 37% to and disputes arising from the underlying construction contracts. The different kinds of contracts we manage for under the NHDP and other National Highways projects as approved by the GoI. For further details, please refer
100% in the various SPVs. NHAI’s equity participation is exposed to the underlying business risk of non-performance our construction activities are as follows: i) BOT/DBFOT – Investment by private entities and return through to the section titled “Objects of the Issue” beginning on page 47 of the Shelf Prospectus. The fund requirement
of the SPV’s assets, namely port connectivity roads and also to the business risk of non-conformity with the business collection and retention of Toll/User Fees: Private developers/operators, who invest in National Highway projects and deployment is based on internal management estimates and has not been appraised by any bank or financial
thedecisions of the other members of the SPV’s board since the SPV board comprises of other entities such as on Toll basis, are entitled to collect and retain toll revenues during project concession period. The Toll/User Fee institution. The management will have significant flexibility in applying the proceeds received by us from the Issue.
the Government and certain ports trusts. Since NHAI and its SPVs are separate legal entities, NHAI is only subject are determined by Central Government by way of notification in official gazette in accordance with the applicable Further, as per the provisions of the SEBI Debt Regulations, we are not required to appoint a monitoring agency
to the business risks posed by the SPVs to the extent of NHAI’s equity participation in the same. 13. Some of our toll rules. Model Concession Agreements (“MCAs”) have been developed to standardized the contracts, based and therefore no monitoring agency has been appointed for this Issue.
SPVs have incurred losses during the last three financial years and for the quarter ending June 30, 2011. on internationally accepted principles and best practices and to facilitate the speedy award of contracts. This RISKS RELATING TO INVESTMENT IN BONDS: 27. There has been no prior public market for the Bonds.
Some of our SPVs have incurred losses during the last three years and for the quarter ending June 30, 2011, as framework has been successfully used for award of concessions for hundreds of the projects. As on August 31, The present Bonds have no established trading market. Even if such market for the Bonds was to develop there
tabulated below: (` in lacs); S. No.; Names of SPV; Fiscal 2009; Fiscal 2010; Fiscal 2011; Limited Review for 2011, we have awarded 141 BOT Toll based contracts valued at ` 1,04,98,403.00 lacs. The risks associated with is no obligation on us to maintain such market. The liquidity and market prices of the Bonds can be expected to
quarter ending June 30, 2011; 1; Vishakhapatnam Port Road Company Limited; (117.57); (579.65); (371.65); this model framework of contract execution are provided in paragraph (iii) below. ii) BOT – Annuity: Investment vary with changes in market and economic, our financial conditions and prospects and other factors that generally
(51.33), 2. Cochin Port Road Company Limited; 0.00*; 0.00*; (267.56); (559.87), 3. Moradabad Toll Road Company by private entities and return through semi-annual pre-determined annuity payments from NHAI as per influence market prices. Such fluctuations may significantly affect the liquidity and market prices of Bonds which
Limited; (739.98); (1340.68); (354.42); (129.26), 4. Paradip Port Road Company Limited; 0.00*; (2158.91); (2735.33); bid. The concessionaire bids for annuity payments from NHAI that would cover his cost (construction, operations may trade at a discount to the price at which such Bonds were purchased. 28. There is a risk of volatility in
(923.46). *The SPVs were at pre-operational stage. 14. In the past, certain accounting standards have not and maintenance) and an expected return on the investment. The bidder quoting the lowest annuity is awarded the price of the Bonds. All extraneous factors which influence the bond market will affect the present Bonds.
been followed by us and the impact of which on our financial statements cannot be quantified. Any material the project. The annuities are paid semi-annually by NHAI to the concessionaire and linked to performance The pricing will be subject to factors affecting the general economic condition in India and in the global financial
change on account of that may impair our financial position.We are not a company incorporated under covenants. The concessionaire does not collect and retain Toll/User Fee under these contracts, hence does not markets. Further any downgrading in the rating of our bonds will affect the price of the bonds. All securities where
Companies Act, and are not mandatorily required to follow AS as issued by ICAI. We have not followed certain bear the traffic/tolling risk. As on August 31, 2011, we have awarded 49 BOT Annuity based contracts valued at a fixed rate of interest is offered, such as our Bonds are subject to price risk. The price of such securities will vary
accounting standards issued by ICAI and hence the auditors, while preparing their quarterly financial statements ` 29,08,138.00 lacs. The risks associated with this model framework of contract execution are provided in paragraph inversely with changes in prevailing interest rates, i.e. when interest rates rises, prices of fixed income securities
for the period ended June 30, 2011 have inserted requisite qualification in the audit report. The accounting standards (iii) below. Hence the risks as elaborated in point (iii) below will affect the above volume of BOT – Annuity contracts. fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the
which has been not followed for the quarter ending June 30, 2011 includes AS 6 –”Depreciation Accounting”, AS iii) Risks arising from the Model Concession Agreement. The Road & Highways sector in India has witnessed existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased
10 - “Accounting for Fixed Assets”, AS11 - “The Effects of Changes in Foreign Exchange Rates”, AS 15 - “Employee significant investment in recent years. For sustaining the interest of private participants, a clear risk-sharing and rates of interest, which accompany inflation and/or a growing economy, may have a negative effect on the price of
Benefits”, AS 29 –”Provisions, Contingent Liabilities and Contingent Assets”. However, the impact thereof on the regulatory framework has been spelt out in the Model Concession Agreement (MCA). MCA’s risk framework is our bonds. 29. Any downgrading in credit rating of the Bonds may affect the value of Bonds and thus our
unaudited financial result has not been ascertained which may materially affect our financial statements had the briefly discussed below: • Land acquisition risk: We are responsible for acquiring the requisite land for the project ability to raise further debts. The Bonds proposed to be issued under this Issue have been rated ‘CRISIL AAA/
same been provided for. 15. Accounts for the quarter ending June 30, 2011 for NHAI and its Subsidiaries highway on behalf of MoRTH and we provide all reasonable support and assistance to the concessionaire in Stable’ by CRISIL, ‘Fitch AAA(ind) with Stable Outlook’by FITCH and ‘CARE AAA’ by CARE. We cannot guarantee
has been subject to limited review by independent or statutory auditors, as the case may be and has not procuring applicable permits required from any Government authority/instrumentality. In case of delay in procuring that these credit ratings will not be downgraded by the rating agencies in future. The ratings provided by these
been audited. Audited performance may be materially different from the present results. The accounts of applicable permits we may have to compensate the concessionaire which may be in form of increase in the Credit Rating Agencies may be suspended, withdrawn or revised at any time. Any revision or downgrading in the
the Authority and the subsidiaries are audited annually by CAG and the auditors appointed by CAG respectively, concession period. • Force Majeure Risk: Force Majeure risk pervades all through the specific provisions in MCAs above credit rating may lower the value of the Bonds and may also affect NHAI’s ability to raise further debt. 30.
and they are not subject to any interim audit. But for the purpose of this Issue, quarterly accounts have been and it is a major source of risk which directly affects the projects of NHAI and affects the output of the organization. Foreign investors, including NRIs and FIIs subscribing to the Bonds are subject to risks in connection
prepared by us and are subject to limited review by independent auditors and have not been audited by CAG. Force Majeure spills over all of the following events which pose a risk to the construction projects execution, namely with (i) exchange control regulations, and, (ii) fluctuations in foreign exchange rates. The Bonds will be
Similarly, quarterly accounts of our Subsidiaries are also subject to limited review by independent or statutory any or all of Non-Political Event(s), Indirect Political Event(s) and Political Event(s) occurring in India which include denominated in Indian rupees and the payment of interest and redemption amount shall be made in Indian rupees.
auditors, as the case may be. The auditors have expressed an opinion on the unaudited limited review quarterly the following: Non-Political Events: act of God, epidemic, extremely adverse weather conditions or radioactive Various statutory and regulatory requirements and restrictions apply in connection with the Bonds held by NRIs and
financial performance. However, the actual audited performance may be materially different from the limited review contamination or ionising radiation, fire or explosion; strikes or boycotts; the discovery of geological conditions, FIIs (“Exchange Control Regulations”). Amounts payable to NRIs and FIIs holding the Bonds, on redemption of
results. 16. Our projects under development are subject to construction, financing and operational risks. toxic contamination or archaeological remains on the Site; or any event or circumstances of a nature analogous the Bonds and/or the interest paid/payable in connection with such Bonds would accordingly be subject to prevailing
Our operations risks comprise of project implementation risks and we are subject to this internal risk as the final to any of the foregoing. Indirect Political Events: an act of war, invasion, armed conflict or act of foreign enemy, Exchange Control Regulations. Any change in the Exchange Control Regulations may adversely affect the ability of
product is only as viable as its implementation. This is because although the guidelines and the contractual blockade, embargo, riot,insurrection, terrorist or military action; civil commotion or politically motivated sabotage such NRIs and FIIs to convert such amounts into other currencies, in a timely manner or at all. Further, fluctuations
NATIONAL HIGHWAYS AUTHORITY OF INDIA 7
IN THE NATURE OF ABRIDGED PROSPECTUS (FORM 2A)- MEMORANDUM CONTAINING SALIENT FEATURES OF PROSPECTUS - TRANCHE 1
RISK FACTORS
in the exchange rates between the Indian rupee and other currencies could adversely affect the amounts realized or entrusted to it by the Central Government. As per Sub Section 3(3) of NHAI Act, NHAI consists of – (i) a chairman; FINANCIAL INFORMATION OF NHAI
by NRIs and FIIs on redemption or payment of interest on the Bonds by us. 31. There may be a delay in making (ii) not more than five full-time members; (iii) not more than four part-time members. Each of which is appointed by REFORMATTED STATEMENT OF ASSETS AND LIABILITIES (` In Lacs)
refunds to applicants. We cannot assure that the monies refundable to applicants, on account of (a) withdrawal the Central Government by notification in the official gazette. Presently, the NHAI has five full time members and
applications, (b) withdrawal of the Issue, or (c) failure to obtain the final approval from the exchanges for listing four part time members (including the chairman, who is also a part time member). Sl. PARTICULARS SCHE- AS AT MARCH 31
of Bonds, (d) non allotment due to technical rejections or over subscriptions, will be refunded to the applicants in DETAILS OF FULL TIME MEMBERS OF THE BOARD: For details, please refer to the Prospectus. No. DULE*
a timely manner. 32. Risk regarding enforcement of security on account of default. Taking into account the DETAILS OF PART TIME MEMBERS OF THE BOARD: For details, please refer to the Prospectus. 2011 2010 2009 2008 2007
nature of security and since most of the security is of peculiar nature i.e. fixed assets of NHAI, being highway project FINANCIAL INDEBTEDNESS: As on June 30, 2011, we had outstanding secured borrowings of approximately `
comprising of all superstructure including highway lightings, road barriers and dividers, bridges, culverts and all 507752.00 Lacs and unsecured borrowings of `155869.31 Lacs: For further details, please refer to the Prospectus. (1) (2) (3) (4) (5) (6) (7)
other super structures constructured on national highways entrusted to NHAI,enforcement of security will be tedious OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS: For details, please refer to the Prospectus. I. SOURCES OF FUNDS
in nature,difficult and its realisable value will depend upon the market condition at that time and various extranous OTHER REGULATORY AND STATUTORY DISCLOSURES: Consents: For details, please refer to the Prospectus. 1. Shareholders' Fund
factors at relevant time. Debenture Trustee is not a guarantor and will not be responsible for any loss or claim. No Reservation or Discount: There is no reservation in this Issue nor will any discount be offered in this Issue to a) Capital 1 55,19,506.28 44,44,809.00 3684,339.00 2,971,192.00 2,261,186.00
EXTERNAL RISK FACTORS: For External Risk Factors, please refer to page 24 of the Shelf Prospectus. the Bondholders. Previous Public or Right Issues: NHAI has not made any public or right issuances in the last b) Reserves & Surplus 2 41,198.84 41,198.84 176,531.44 175,890.94 144,063.43
PROMINENT NOTES: For details, please refer to page 26 of the Shelf Prospectus. five years. Previous Other Issues (outstanding as on September 30, 2011) As per the circular issued by CBDT, 2. Grants
GENERAL INFORMATION NHAI is mandated to issue bonds which are eligible for exeption from capital gain tax under Section 54EC of the a) Capital 3 13,67,619.80 13,35,654.30 13,08,687.08 11,57,370.60 9,79,858.93
NHAI, an autonomous body under the Ministry of Road Transport & Highways, GoI, established under Section 3 of the Income Tax Act, 1961. Only four tranched/series of Section 54EC bonds issued in FY 2008-09, FY 2009-10, FY 3. Borrowings 4 6,80,069.34 5,12,315.49 5,59,018.83 5,00,845.37 4,92,324.65
NHAI Act on June 15, 1989 and having a perpetual succession and common seal. Head Office of NHAI: G - 5 & 6, 2010-11 and FY 2011-12 (upto September 30, 2011) are outstanding. The maximum investment by an investor
under such bonds eligible for said exemption is ` 50.00 Lacs in a financial year. Commission or brokerage on TOTAL 76,08,394.26 63,33,977.63 57,28,576.35 48,05,298.91 38,77,433.01
Sector 10, Dwarka, New Delhi – 110075, India, Tel.: +91 11 25074100/25074200, Fax: +91 11- 25093507/25093514, II. APPLICATION OF FUNDS
Website: www.nhai.org. Credit Rating and Rationale: CRISIL vide its letter dated November 09, 2011, has previous outstanding Issue: For details, please refer to the Prospectus. Change in Statutory Auditors of
assigned a credit rating of “CRISIL AAA/Stable”. Instruments with this rating are considered to have the highest NHAI during the last three financial years: There is no change in the Statutory Auditors of NHAI during the last 1. Fixed Assets 5
degree of safety regarding timely servicing of financial obligations. CARE vide its letter dated November 7, 2011 three financial years. Revaluation of assets: NHAI has not revalued its assets in the last five years. Prohibition a) Gross Block 8,466.66 7,565.79 7,305.90 7,065.01 7,059.49
has assigned a credit rating of “CARE AAA”.Instruments with this rating are considered to have the highest degree by SEBI/Eligibility of NHAI to come out with the Issue: NHAI has not been restrained, prohibited or debarred b) Less: Depreciation 4,870.61 4,348.77 4,026.95 3,654.15 3,168.15
of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. FITCH vide by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force. c) Net Block 3,596.05 3,217.02 3,278.95 3,410.86 3,891.34
its letter dated November 8, 2011 has assigned a credit rating of “Fitch AAA(ind) with Stable Outlook” indicating Utilization of Proceeds: NHAI shall utilize the Issue proceeds towards part financing of the various projects being d) Less: Assets created out of Grants 612.58 612.58 611.88 611.88 795.02
highest rating assigned in its national rating scale. This rating is assigned to the “best” credit risk relative to all other implemented by NHAI under the NHDP and other National Highways projects as approved by the GoI. NHAI shall e) (i) Capital Work- in- Progress 37,84,750.69 34,02,507.67 28,77,443.68 21,85,168.44 15,13,064.81
issuers or issues in the country. For details in relation to the rationale for the credit rating by CRISIL, CARE and not utilize the proceeds of the Issue for providing loans to or acquisition of shares of any person who is part of the (ii) Expenditure on completed 41,31,643.65 31,52,033.33 25,15,778.88 21,08,194.47 17,64,216.42
FITCH, please refer Appendix III of the Shelf Prospectus. Expert Opinion: Except the letters dated November 9, same group or who is under the same management and also not to its Subsidiaries. Statement by the Members projects awaiting transfer/
2011,November 7, 2011 and November 8, 2011 issued by CRISIL, CARE and FITCH, respectively, in respect of of the Board: i) All monies received out of each Tranche Issue of the Bonds to the public shall be transferred to a capitalization
the credit rating for the Bonds, and the report on our Financial Statements, Limited Review Report and Statement separate bank account; ii) Details of all monies utilised out of each Tranche Issue referred to in sub-item (i) shall 79,16,394.34 65,54,541.00 53,93,222.56 42,93,362.91 32,77,281.23
of Tax Benefits dated November 22, 2011, November 22, 2011 and November 21, 2011 respectively issued by ASP be disclosed under an appropriate separate head in our Balance Sheet indicating the purpose for which such Total 79,19,377.81 65,57,145.44 53,95,889.63 42,96,161.89 32,80,377.55
& Co. Independent Auditors of NHAI, NHAI has not obtained any other expert opinion. For further details, please monies were utilised; and iii) Details of all unutilised monies out of each Tranche Issue referred to in sub-item (i), 2. Investment (At cost) 6 1,07,592.88 1,04,892.88 91,882.00 87,306.00 83,483.51
refer to page 39 of the Shelf Prospectus. Issue programme: The subscription list for the Issue shall remain open 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. iv) NHAI shall open and maintain a separate NRI Escrow Account 3. Current Assets, Loans and 7
for subscription at the commencement of banking hours and close at the close of banking hours, with an option Advance
for early closure (subject to the Issue being open for a minimum of 3 days) or extension by such period, upto a with the Escrow Collection Bank(s) in connection with all application monies received from NRIs. All application
monies received from NRI applicants shall be deposited in the NRI Escrow Account maintained with each Escrow a) Inventories - - - - -
maximum period of 30 days from the date of opening of the Issue, as may be decided by the Board of NHAI subject b) Sundry Debtors - - - - -
to necessary approvals. In the event of such early closure of the subscription list of the Issue, NHAI shall ensure Collection Bank. Upon creation of security as disclosed in the Prospectus, the Escrow Collection Bank(s) shall
transfer the monies from the NRI Escrow Account to a separate bank account, (“NRI Account”), which shall be c) Deposits, Loans & Advances 3,10,810.19 3,05,869.32 3,07,112.96 3,49,901.17 3,95,062.55
that public notice of such early closure is published on or before the day of such early date of closure through d) Interest accrued on deposit 621.41 988.87 5,169.31 3,544.03 8,450.41
advertisement/s in a leading national daily newspaper.Further, Allotment shall be on first cum first serve basis with different from the Public Issue Account. NHAI shall at all times ensure that any monies kept in the NRI Escrow
Account and/or the NRI Account shall be utilised only in accordance with applicable statutory and/or regulatory e) Cash & Bank Balance 2,86,601.18 2,45,186.17 5,23,637.09 5,41,810.00 4,80,498.49
NHAI having the discretion to close the Issue early irrespective of whether any of the Portion(s) are fully subscribed. Sub total 598,032.78 5,52,044.36 8,35,919.36 8,95,255.20 8,84,011.45
CAPITAL STRUCTURE: Details of Capital of NHAI: NHAI has not issued any shares against Capital and Capital requirements. v) The funds raised by us from previous bonds issues have been utilised for our business as stated
in the respective offer documents. Less: Current Liabilities and
Grants invested by GoI (in pursuance of NHAI Act). The Capital of NHAI as on June 30, 2011, is set forth below: Provisions
Disclaimer clause of NSE: AS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN SUBMITTED
Particulars Amount (` in Lacs) TO NATIONAL STOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER REFERRED TO AS NSE). NSE HAS a) Liabilities 8 10,15,445.53 8,79,159.84 5,94,341.07 4,72,903.15 3,70,011.32
Capital GIVEN VIDE ITS LETTER REF.:NSE/LIST/152249-M DATED DECEMBER 05, 2011PERMISSION TO THE ISSUER b) Provisions 9 1,163.68 945.21 773.57 521.03 428.18
Capital u/s 12(i)(b) - Commencing Capital - TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON Sub total 10,16,609.21 8,80,105.05 5,95,114.64 4,73,424.18 3,70,439.50
Capital u/s 17 WHICH THIS ISSUER’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED Net Current Assets (418,576.43) (3,28,060.69) 2,40,804.72 4,21,831.02 5,13,571.95
a) Capital Base 80,100.00 THIS DRAFT OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF 4. Misc. Expenditure (to the extent 10 - - - - -
GRANTING THE AFORESAID PERMISSION TO THIS ISSUER. IT IS TO BE DISTINCTLY UNDERSTOOD THAT not written off)
b) Cess Fund 51,87,136.00 THE AFORESAID PERMISSION GIVEN BY NSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED 5. Profit & Loss Account (Debit balance, - - - - -
c) Additional Budgetary Support (NHDP) 2,84,701.00 THAT THE OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY NSE; NOR DOES IT IN ANY if any)
d) Additional Budgetary Support Others 84,467.00 MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE 6. Significant Accounting Policies 18
e) Additional Budgetary Support (Plough back of Toll Remittance, etc.) 1,62,300.00 CONTENTS OF THIS OFFER DOCUMENT; NOR DOES IT WARRANT THAT THIS ISSUER’S SECURITIES 7. Notes on Accounts 19
Less: 1) Expenditure on Toll Collection Activities (22,405.86) WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE EXCHANGE; NOR DOES IT TAKE ANY TOTAL 76,08,394.26 63,33,977.63 57,28,576.35 48,05,298.91 38,77,433.01
(w.e.f. 01.04.2010) RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS PROMOTERS, ITS REFORMATTED STATEMENT OF PROFIT AND LOSS ACCOUNT (` In Lacs)
2) (Excess)/Surplus of Expenditure on Maintenance of Highways MANAGEMENT OR ANY SCHEME OF PROJECT OF THIS ISSUER.
Over Maintenance Grant Received (w.e.f. 01.04.2010). (530.39) EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY SECURITIES OF THIS PARTICULARS SCHE- FOR THE YEAR ENDED MARCH 31
ISSUER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL DULE* 2011 2010 2009 2008 2007
Total 57,75,767.75 NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY
For further details, including Debt to Capital Ratio please refer to the Prospectus. BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ (1) (2) (3) (4) (5) (6) (7)
OBJECTS OF THE ISSUE: NHAI intends to deploy the Issue proceeds towards part financing of the various projects ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR I. INCOME
being implemented by NHAI under the NHDP and other National Highways projects as approved by the GoI. In ANY OTHER REASON WHATSOEVER. a) Value of Work done - - - - -
order to part finance the projected project cost, NHAI proposes to issue Bonds aggregating to ` 10,00,000.00 Lacs Disclaimer clause of BSE: BSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITS LETTER DATED b) Other income 11 3,781.39 3,733.18 1,212.96 22,388.62 12,706.86
during the FY 2011-12. Further, in accordance with the SEBI Debt Regulations, NHAI will not utilize the proceeds DECEMBER1, 2011, PERMISSION TO NHAI TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT c) Interest (Gross) 12 11.12 51.28 44.31 81.74 2.84
of the Issue for providing loans to or acquisition of shares of any person who is part of the same group or who is AS ONE OF THE STOCK EXCHANGES ON WHICH NHAI’S SECURITIES ARE PROPOSED TO BE LISTED. d) Grant-in-aid for - - - - -
under the same management. Further, NHAI is a statutory authority and, as such, we do not have any identifiable THE EXCHANGE HAS SCRUTINUZED THIS OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF maintenance of Highways
‘group’ companies or ‘companies under the same management’ though we do have shareholding interest in DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO NHAI. THE EXCHANGE DOES e) Net Increase/Decrease in 13 - - - - -
certain Special Purpose Vehicles which are engaged in area specific development of port roads. For further details NOT IN ANY MANNER: (I) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF work-in-progress (+)/(-)
regarding Object of the Issue, Interim use of Funds, Monitoring of utilization of Funds, Propsed Issue Expenses ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; OR (II) WARRANT THAT NHAI’S SECURITIES WILL TOTAL 3,792.51 3,784.46 1,257.27 22,470.36 12,709.70
please refer to the Prospectus. BE LISTED AND WILL CONTINUE TO BE LISTED ON THE EXCHANGE; OR (III) TAKE ANY RESPONSIBILITY
STATEMENT OF TAX BENEFITS: For details, please refer to page 23 of the Tranche 1 Prospectus. FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY, ITS PROMOTERS, ITS MANAGEMENT II. EXPENDITURE
OUR BUSINESS: OVERVIEW: NHAI is an autonomous authority of the GoI under the MoRTH constituted on June OR ANY SCHEME OR PROJECT OF THIS COMPANY; AND IT SHOULD NOT FOR ANY REASON BE DEEMED a) Construction Stores/ - - - - -
15, 1989 by an Act of Parliament titled - The National Highways Authority of India Act, 1988 (NHAI Act). NHAI was OR CONSTRUED THAT THIS OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. Material consumed Other
operationalised in February 1995 with the appointment of full time Chairman and other Members. The functioning EVERY PERSON WHO DESIRES TO APPLY FOR OF OTHERWISE ACQUIRES ANY SECURITIES OF NHAI MAY stores, spares & tools etc.
of NHAI is governed by NHAI Act and rules, and regulations framed thereunder. The main objects of NHAI are DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATIN AND ANALYSIS AND SHALL NOT HAVE ANY consumed
provided in NHAI Act as per which NHAI is responsible for the development, maintenance and management of CLAIM AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED Work Expenses: 14
the NH entrusted to it by the GoI and for matters connected or incidental thereto. Its functions include survey, BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ACQUISITION a) Personnel & Administrative 15 14,385.97 11,096.14 10,140.00 6,543.03 6,459.55
development, maintenance and management of the NH and inter alia to construct offices or workshops, to establish WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OF FOR ANY OTHER Expenses
and maintain hotels, restaurants and rest rooms at or near the highways vested in or entrusted to it, to regulate REASON WHATSOEVER. Jurisdiction: Exclusive jurisdiction for the purpose of Issue is with the competent court b) Finance Charges 16 11.00 16.61 10.76 9.10 14.59
and control plying of vehicles, to develop and provide consultancy and construction services and to collect fees of New Delhi, India. Disclaimer in respect of jurisdiction: The Bonds have not been reviewed or recommended by c) Depreciation 553.84 327.47 375.50 492.65 806.84
for services and benefits rendered in accordance with Section 16 of NHAI Act. It was established with a vision to any U.S. federal or state securities commission or regulatory authority. The foregoing authorities have not confirmed d) Assets of Small Value 32.72 30.78 12.00 11.63 20.21
meet the nation’s need for the provision and maintenance of a NH network in line with global standards and to meet the accuracy or determined the adequacy of the Shelf Prospectus or approved or disapproved the Bonds. Any Charged Off
user’s expectations in the most time bound and cost effective manner, within the strategic policy framework set by representation to the contrary is a criminal offence in the United States. Investment decision, investors must rely TOTAL 14,983.53 11,471.00 10,538.26 7,056.41 7,301.19
the GoI and thus promote economic well being and quality of life of the people. For more details, please refer to on their own examination of NHAI and the terms of the Issue, including the merits and risks involved. NHAI has
chapter “History, Main Objects and Certain Corporate Matters” in the Prospectus. NHAI’s initial mandate was limited not been and will not be registered under the U.S. Investment Company Act and investors will not be entitled to Profit (+)/Loss (-) for the year (11,191.02) (7,686.54) (9,280.99) 15,413.95 5,408.51
to only a few projects undertaken with the assistance of Asian Development Bank (ADB) and the Japanese Board the benefits of the U.S. Investment Company Act. The Bonds have not been and will not be registered under the Add: Prior Period Items net(+/-) 17 (536.64) (643.46) (1,039.84) (309.74) 1,493.77
of Industry and Commerce (JBIC). Subsequently in 1998 the GoI announced theNHDP comprising mainly of the Securities Act or any other applicable law of the United States and, unless so registered, may not be offered or Less: Net Establishment 11,727.66 8,330.00 10,320.83 - -
Golden Quadrilateral linking the four metros and connectivity to major ports in the first phase and the North-South & sold within the United States or to, or for the account or benefit of U.S. Persons except pursuant to an exemption Expenses for the year
East-West corridors in the Second Phase. Since its inception, the mode for implementationof projects under NHDP from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state transferred to CWIP (Sch-5)
has undergone significant change. Initially, the implementation of NHDP was through EPC mode. However, since securities laws. Accordingly, the Bonds are being offered and sold only (i) outside the United States, to non-U.S. Less/Add: Provision for - - - - -
2005, as a policy, the GoI had decided to implement projects in balance stretches on Public Private Partnership Persons in offshore transactions under Regulations; and (ii) to institutional investors in the United States and U.S. Taxation
(“PPP”) mode (BOT Toll/Annuity or OMT). NHAI has played a significant role in developing approaches for PPP Persons that are both (A) “qualified institutional buyers” as defined in Rule 144A and (B) “qualified purchasers” as Net Profit - 0.00 0.00 15,104.21 6,902.28
and actual implementation on a large number of projects (especially as compared to other infrastructure sectors). defined in Section 2(a)(51) and related rules of the U.S. Investment Company Act. Prospective purchasers in the Less: Transfer to Capital - - - - -
As on August 31, 2011, NHAI have awarded 141 BOT Toll based contracts valued at ` 1,04,98,403.00 lacs, 49 United States are hereby notified that our Company is relying on the exemption from the registration requirements Reserve
BOT Annuity based contracts valued at ` 29,08,138.00 lacs through PPP mode. NHAI has thus adopted a business under Section 4(2) of the Securities Act and exceptions from the U.S. Investment Company Act. Each purchaser Less: Transfer to other specific - - - - -
model that relies on outsourcing of a number of activities including design, construction, supervision, operation and of Bonds who is located within the United States or who is a U.S. Person, or who has acquired the Bonds for the
maintenance of NH, rather than undertaking all such activities through its own employees. This has thus helped Reserve/Fund
account or benefit of a U.S. Person will be required to represent and agree, among other things, that such purchaser Less/Add: Transfer to/Transfer - - - - -
NHAI in maintaining a lean organisational structure to facilitate faster operational decision-making. NHAI receives its (i) is a U.S. QIB and a QP; and (ii) will only reoffer, resell, pledge or otherwise transfer the Bonds in an “offshore
funding through (i) Government support in the form of capital base, cess fund, additional budgetary support, capital transaction” in accordance with Rule 903 or Rule 904 of Regulation S and under circumstances that will not require from General Reserve (+/-)
grant, maintenance grant, ploughing back of toll revenue and loan from GoI; (ii) loan from multilateral agencies and NHAI to register under the Investment Company Act, in each case in accordance with all applicable securities Less/Add: Surplus brought 41,198.84 41,198.84 41,198.84 26,094.63 19,192.35
(iii) market borrowings. For further details, please refer to the Prospectus. laws. Each other purchaser of the Bonds will be required to represent and agree, among other things, that (i) such forward from previous year
REGULATIONS AND POLICIES: For details, please refer to the Prospectus. purchaser is a non-U.S. person acquiring the Bonds in an “offshore transaction” in accordance with Regulation S, Surplus carried to Balance 41,198.84 41,198.84 41,198.84 41,198.84 26,094.63
HISTORY, MAIN OBJECTS AND CERTAIN CORPORATE MATTERS: Brief Background of NHAI: NHAI is an and (ii) any reoffer, resale, pledge or transfer of the Bonds by such purchaser will not be made to a person in the Sheet
autonomous organisation of the GoI under the MoRTH and was constituted on June 15, 1989 by an Act of Parliament United States or to a person known by the undersigned to be a U.S. Person, in each case in accordance with all *For further details and details on Schedules, please refer to Appendix I of the Shelf Prospectus.
– NHAI Act, and was made operational in February, 1995 with the appointment of full time Chairman and other applicable securities laws. Listing: Each Series of Bonds will be listed on BSE and NSE as specified in the Tranche MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION: For details, please refer to the Prospectus.
Members. NHAI has an all India presence through its different offices (Regional Offices/Project Implementation Prospectus. For the Issue, NHAI has received in-principle approvals for listing from BSE and NSE vide their letter DECLARATION: No statements made in this Prospectus Tranche - 1 contravene any of the provisions of the Act or
Units/Corridor Management Units) in different cities. The functioning of NHAI is thus governed by NHAI Act and dated December 1, 2011 and December 5, 2011 respectively. If the permissions for listing and dealing in and for the rules or regulations made there under or any provisions of the SEBI Debt Regulations. All the legal requirements
rules, and regulations framed thereunder. It succeeds the previous Ministry of Surface Transport. For further details an official quotation of the Series of Bonds under a Tranche Issue are not granted by the Stock Exchange(s), connected with the said Issue and also the guidelines, instructions etc. issued by SEBI, the Government and any
including details of our Subsidiearies, please refer to the Prospectus. NHAI shall forthwith repay, without interest, all such moneys received from the Applicants in pursuance of the other competent authority in this behalf have been duly complied with. We confirm that this Prospectus Tranche - 1
OUR PROMOTER: Under Entry 23 of the Union List of the Seventh Schedule to the Constitution of India the relevant Tranche Prospectus. If such money is not repaid within eight days after the NHAI becomes liable to repay does not omit disclosure of any material fact which may make the statements made therein, in light of circumstances
development and maintenance of National Highways is vested in Central Government. Further, Section 5 of NH Act it (i.e. from the date of refusal or within seven days from the Tranche Issue Closing Date, whichever is earlier), under which they were made, misleading and that no statements in this Prospectus Tranche - 1 are false, untrue
provides that the Central Government may direct that any function in relation to the development or maintenance then NHAI and every Member who is an officer in default shall, on and from such expiry of eight days, be liable or misleading, and that this Prospectus Tranche - 1 does not contain any mis-statements.
of National Highways shall also be exercisable among other by any officer or authority subordinate to the Central to repay the money with interest as per the applicable laws. NHAI shall ensure that all steps for the completion Signed by all the members on the Board of NHAI: FULL TIME MEMBERS: Shri A. K. Upadhyay, IAS, Chairman,
Government. In exercise of the above powers vested in the Central Government vide Entry 23 of the Union List of of the necessary formalities for listing and commencement of trading at the Stock Exchange(s) mentioned above NHAI; Shri. Rajiv Yadav, IAS, Member (Administration), NHAI; Dr. J. N. Singh, IAS, Member (Finance), NHAI; Shri.
the Seventh Schedule to the Constitution of India and under Section 5 of the NH Act, the President of India gave his are taken within fifteen Working Days from the Deemed Date of Allotment. Dividend: No dividends are paid by V. L. Patankar, Member (Technical), NHAI; Shri. B. N. Singh, Member (Project), NHAI. PART TIME MEMBERS:
assent to The National Highways Authority of India Bill, 1988 which was passed by both the Houses of Parliament NHAI. Mechanism for redressal of investor grievances: MCS Limited has been appointed as the Registrar to Shri A. K. Upadhyay, IAS, Secretary, (MoRT&H); Smt. Sudha Pillai, IAS (Retd.), Member Secretary, Planning
on December 16, 1988.Accordingly National Highways Authority of India was established on June 15, 1989 as an the Issue to ensure that investor grievances are handled expeditiously and satisfactorily and to effectively deal Commission ; Shri. Sumit Bose, IAS, Secretary, Department of Expenditure, MoF; Shri. R. P. Indoria, Director
autonomous body under the Ministry of Road Transport and Highways, Government of India. with investor complaints. All grievances relating to the Issue should be addressed to the Registrar to the Issue General, Road Development and Special Secretary, MoRTH
OUR MANAGEMENT: Members of the Board of NHAI: NHAI was constituted by an Act of Parliament, namely the giving full details of the applicant, number of Bonds applied for, amount paid on application and the bank branch Place: New Delhi; Dated: December 22, 2011.
National Highways Authority of India Act, 1988, to develop, maintain and manage the National Highways vested in or collection centre where the application was submitted etc. FOR FURTHER DETAILS, PLEASE REFER TO THE PROSPECTUS