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Serial No.: [______]

Addressed to: _________________________________

Private & Confidential –For Private Circulation Only

Disclosure Document dated 22 December, 2016

NATIONAL HIGHWAYS AUTHORITY OF INDIA

(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 – 110075

Tel: (011) 25074100, 25074200; Fax: +91-11-25093517, 25093515

Website: www.nhai.org; E-mail: [email protected]

(This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus. This Disclosure Document is

prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

issued vide circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended from time to time.)

(PRIVATE & CONFIDENTIAL)

PRIVATE PLACEMENTDISCLOSUR DOCUMENTDATED 22 DECEMBER, 2016

PRIVATE PLACEMENT DISCLOSURE DOCUMENT OF SECURED, NONCONVERTIBLE, NON-CUMULATIVE, REDEEMABLE, TAXABLE

BONDS IN THE NATURE OF DEBENTURESOFFACE VALUE OF RS.10 LACS EACH FOR AN AMOUNT OF RS.5,020 CRORE BY

NATIONAL HIGHWAYS AUTHORITY OF INDIA (“NHAI” OR THE “ISSUER” OR THE “AUTHORITY”)

TRUSTEE FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE

SBICAP Trustee Company Limited RCMC share Registry (P) Ltd.

Apeejay House, 6th Floor B-25/1, 1st Floor

West Wing, 3, DinshawWachha Road Okhla Industrial Area

Churchgate Phase -2

Mumbai - 400 020 New Delhi - 110020

Tel: (022) 43025555 Tel: 011-26387320,21,23

Fax: +91-22-43025500 Fax: 011-26387322

E-mail: [email protected] E-mail: [email protected]

LISTING

The Bonds are proposed to be listed on Wholesale Debt Market (“WDM”) segment of BSE Limited (“BSE”).

ARRANGERS TO THE ISSUE

1. Axis Bank Ltd

Address: 2nd Floor, Red Fort Capital, Parsvnath Tower,Bhai Veer Singh Marg NewDelhi-110001

2. A.K.Capital Services Ltd

Address:609, 6th Floor, Antriksh Bhawan,22 K.G. Marg,New Delhi-110001

3. Barclays Bank Plc

Address: Mumbai Branch, 801/808, Ceejay House, Shivsagar Estate, Dr. A. Besant Road, Worli, Mumbai - 400018

4. Edelweiss Financial Services Ltd

Address: Upper Ground Floor,Mercantile House,15, Kasturba Gandhi Marg,New Delhi, New Delhi 110001

5. HDFC Bank Limited

Address: Trade World 'A' Wing, 1st Floor Kamala Mills,S.B.Marg, Lower Parel( West), Mumbai – 400013

6. ICICI Bank Ltd.

Address: ICICI Bank Towers, NBCC Place, Bhishm Pit amah Marg, New Delhi – 110003

7. ICICI Securities Primary Dealership Limited

Address: 3rd Floor, NBCC Place, ICICI Bank Tower, Pragati Vihar,Bhishm Pitamah Marg, New Delhi-110 003

8. IDFC Bank Ltd

Address:Soodh Towers,4th Floor, East Tower,Barakhamba Road,New Delhi

9. Kotak Mahindra Bank

Address: Kotak Aero City , Asset Area 93rd Floor, IBIS Commercial Block, IGI Airport, New Delhi - 110 037

10. LKP Securities Ltd.

Suit no. 38,3rd Floor ,Indra Palace

H Block, Coonaught Place

New Delhi-110001

11. SBI Capital Markets Ltd.

Address:6th Floor, World Trade Tower,Barakhamba Lane, New Delhi-110001

12. SPA Capital Advisors Ltd.

Address:25, C block Community Centre,Jank Puri New Delhi-110058

13. Tipsons Consultancy Services Pvt. Ltd.

Address:Reg. Office-401, Sheraton House,Opp. Ketav Petrol Pump,Polytechnic Road, Ambawadi,Ahmedabad-380015

14. Trust Investment Advisors Pvt. Ltd.

Address:109/110, 1st Floor, Balarama, Village Parigkhari, BandraKurla Complex,Bandra (East), Mumbai – 400 051

15. Yes Bank Ltd.

Address:48, Nyaya Marg,Chanakyapuri,New Delhi-110021

16. Darashaw & Co Pvt Ltd

Address:A-238, 2nd Floor, Defence Colony,New Delhi-110024

This taxable bond issue is being made on a private placement basis. It is not and should not be deemed to constitute an

offer to the public in general. It cannot be accepted by any person other than to whom it has been specifically addressed.

The contents of this Disclosure document for private placement are not transferrable and are intended to be used by the

parties to whom it is distributed. It is not intended for distribution to any other person and should not be copied /

reproduced by the recipient for any person whatsoever.

The information contained in this Disclosure document has certain forward looking statements. Actual result may vary

materially from those expressed or implied, depending upon economic conditions, government policies and other factors.

Any opinion expressed is given in good faith but is subject to change without notice. No liability is accepted whatsoever for

any direct or consequential loss arising from the use of the document.

NHAI does not undertake to update this Disclosure document for Private Placement to reflect subsequent events and thus

it should not be relied upon without first confirming the accuracy of such events with the Authority.

1

TABLE OF CONTENTS

SECTION CLAUSE PARTICULARS PAGE NO

I. DISCLAIMER 4-6

1. DISCLAIMER OF THE ISSUER 4

2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA 5

3. DISCLAIMER OF THE ARRANGERS TO THE ISSUE 5

4. DISCLAIMER OF THE STOCK EXCHANGE 6

II. DEFINITIONS/ ABBREVIATIONS 7

III.

ISSUER INFORMATION 9-11

1. NAME OF THE ISSUER 9

2. HEAD OFFICE 9

3. TEL. 9

4. FAX 9

5. WEBSITE 9

6. E-MAIL 9

7. COMPLIANCE OFFICER FORTHE ISSUE 9

8. CHIEF FINANCIAL OFFICEROF THE ISSUER 9

9. ARRANGERS TO THE ISSUE 9

10. TRUSTEES FOR THEBONDHOLDERS 10

11. REGISTRAR TO THEISSUE 10 12. CREDIT RATINGAGENCIES 10 13. SATUTORY AUDITORS 11

IV. DETAILS OF MEMBERS OF THE ISSUER 12-13

1. MEMBERS OF THE BOARD OF THE ISSUER 12

2. CHANGES IN MEMBERS OF THE BOARD OF THE ISSUER SINCE LAST THREE

YEARS

13

V. DETAILS OF STATUTORY AUDITOR OF THE ISSUER 14

1. STATUTORY AUDITOR OF THE ISSUER 14

2. CHANGE IN STATUTORY AUDITOR OF THE ISSUER SINCE LAST THREE YEARS 14

VI. MANAGEMENT PERCEPTION OF RISK FACTORS 15-17

1. INTERNAL RISKS 15

2. RISKS RELATING TO THE UTILIZATION OF ISSUE PROCEEDS 16

3. RISKS RELATING TO INVESTMENT IN BONDS 16

4. EXTERNAL RISK FACTORS 16

VII. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS 18-32

1. OVERVIEW 18

2. STRENGTHS 20

3. STRATEGIES 22

4. OUR PROJECTS 24

5. FINANCING 27

6. PUBLIC PRIVATE PARTNERSHIP (“PPP”) IN HIGHWAY DEVELOPMENT 28

7. RELATIONSHIP WITH THE GOVERNMENT 30

8. CORPORATE STRUCTURE 31

9. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3

AUDITED YEARS

32

10. GROSS DEBT EQUITY RATIO OF THE ISSUER 32

11. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW

PROJECTS

32

VIII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY

REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL

STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS

33-53

1. BRIEF BACKGROUND 33

2. CHANGE IN HEAD OFFICE 33 3. VISION 33 4. MAIN OBJECTS 33 5. MAJOR EVENTS 33 6. HOLDING COMPANY 34

7. THE PROMOTER 34

2

8. SUBSIDIARIES/ JOINT VENTURE COMPANIES 35

9. CAPITAL STRUCTURE 36

10. CAPITAL HISTORY 36

11. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR 40

12. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR 40 13. DISCLOSURES PERTAINING TO WILFUL DEFAULT 40 14. SHAREHOLDING PATTERN OF THE ISSUER 40 15. TOP 10 EQUITY SHARE HOLDERS OF THE ISSUER 40 16. PROMOTER HOLDING IN THE ISSUER 40 17. BORROWINGS OF THE ISSUER

A) DEBT OUTSTANDING

B) TERMS OF ASSETS CHARGED AS SECURITY

C) NON-CONVERTIBLE BONDS/ DEBENTURES

D) TOP 10 BONDHOLDERS OF THE ISSUER

40

18. AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF

VARIOUS COUNTER PARTIES INCLUDING ITS SUBSIDIARIES, JOINT VENTURE

ENTITIES, GROUP COMPANIES ETC.

53

19. COMMERCIAL PAPER ISSUED BY THE ISSUER 53 20. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY

CONVERTIBLE BONDS (“FCCBs”), OPTIONALLY CONVERTIBLE BONDS/

DEBENTURES/ PREFERENCE SHARES)

53

21. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES, DEFAULT(S) AND/OR

DELAY(S) IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM

LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING

CORPORATE GUARANTEE ISSUED BY THE ISSUER, IN THE PAST 5 YEARS

53

22. OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATION

OTHER THAN CASH, WHETHER IN WHOLE OR PART, AT A PREMIUM OR

DISCOUNT, OR IN PURSUANCE OF AN OPTION

53

23. AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION OF

THE ISSUER

53

24. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE 53 IX. SUMMARY TERM SHEET 54-58

X. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF

ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERE

SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY,

YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR

INVESTOR)

59-70

1. ISSUE SIZE 59

2. ELIGIBILITY TO COME OUT WITH THE ISSUE 59 3. REGISTRATION AND GOVERNMENT APPROVALS 59 4. AUTHORITY FOR THE ISSUE 59 5. OBJECTS OF THE ISSUE 59 6. UTILISATION OF ISSUE PROCEEDS 59

7. MINIMUM SUBSCRIPTION 60 8. UNDERWRITING 60 9. NATURE OF BONDS 60 10. FACE VALUE, ISSUE PRICE, EFFECTIVE YIELD FOR INVESTOR 60 11. SECURITY 60 12. TERMS OF PAYMENT 60 13. DEEMED DATE OF ALLOTMENT 60

14. LETTER(S) OF ALLOTMENT/ BOND CERTIFICATE(S)/ REFUND ORDER(S)/ ISSUE

OF LETTER(S) OF ALLOTMENT

60

15. ISSUE OF BOND CERTIFICATE(S) 61

16. DEPOSITORY ARRANGEMENTS 61 17. PROCEDURE FOR APPLYING FOR DEMAT FACILITY 61 18. FICTITIOUS APPLICATIONS 62 19. MARKET LOT 62 20. TRADING OF BONDS 62

3

21. MODE OF TRANSFER OF BONDS 62 22. BASIS OF ALLOCATION / ALLOTMENT 62 23. COMMON FORM OF TRANSFER 62

24. INTEREST ON APPLICATION MONEY 62

25. INTEREST ON THE BONDS 63

26. COMPUTATION OF INTEREST 63 27. RECORD DATE 63 28. DEDUCTION OF TAX AT SOURCE 63 29. PUT & CALL OPTION 63 30. REDEMPTION 63 31. ADDITIONAL COVENANTS 64

32. SETTLEMENT/ PAYMENT ON REDEMPTION 64

33. EFFECT OF HOLIDAYS 64

34. LIST OF BENEFICIAL OWNERS 65

35. SUCCESSION 65

36. WHO CAN APPLY 66

37. WHO ARE NOT ELIGIBLE TO APPLY FOR BONDS 67

38. DOCUMENTS TO BE PROVIDED BY INVESTORS 67

39. HOW TO APPLY 67

40. FORCE MAJEURE 68

41. APPLICATIONS UNDER POWER OF ATTORNEY 68

42. APPLICATION BY MUTUAL FUNDS 68

43. ACKNOWLEDGEMENTS 68

44. RIGHT TO ACCEPT OR REJECT APPLICATIONS 69

45. PAN 69 46. SIGNATURES 69 47. NOMINATION FACILITY 69 48. RIGHT OF BONDHOLDER(S) 69 49. MODIFICATION OF RIGHTS 69 50. FUTURE BORROWINGS 69 51. BOND/ DEBENTURE REDEMPTION RESERVE (“DRR”) 70

52. NOTICES 70

53. JOINT-HOLDERS 70

54. DISPUTES & GOVERNING LAW 70

55. INVESTOR RELATIONS AND GRIEVANCE REDRESSAL 70

XI. CREDIT RATING FOR THE BONDS 71

XII. TRUSTEES FOR THE BONDHOLDERS 72

XIII. STOCK EXCHANGE WHERE BONDS ARE PROPOSED TO BE LISTED 73

XIV. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER 73

XV. DECLARATION 74

XVI. ANNEXURES 75-84

1. FINANCIAL INFORMATION OF THE ISSUER 75

LIMITED REVIEW FINANCIAL AS ON MARCH 31, 2016

LIMITED REVIEW FINANCIAL AS ON SEPTEMBER 30, 2016

AUDITED FINANCIALS FOR FINANCIAL YEAR 2014-15, 2013-14, 2012-13 including

Auditors’ Qualifications (Also available on NHAI website)

2. COPY OF RATING LETTER FROM INDIA RATING & RESEARCH PRIVATE LIMITED 78

3. COPY OF RATING LETTER FROM CRISIL LIMITED 80

4. COPY OF RATING LETTER FROM ICRA LIMITED 81

5. COPY OF RATING LETTER FROM CREDIT ANALYSIS AND RESEARCH LIMITED 82

6. COPY OF CONSENT LETTER FROM SBICAP TRUSTEE COMPANY LIMITED 84

4

I. DISCLAIMER

1. DISCLAIMER OF THE ISSUER

This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus). This Disclosure Document is

prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

issued vide circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended from time to time. This Disclosure

Document does not constitute an offer to public in general to subscribe for or otherwise acquire the Bonds to be issued by

National Highways Authority of India (“NHAI” or the “Issuer” or the “Authority”). This Disclosure Documents for the

exclusive use of the addressee and it should not be circulated or distributed to third party(ies). It is not and shall not be

deemed to constitute an offer or an invitation to the public in general to subscribe to the Bonds issued by the Issuer. This

bond issue is made strictly on private placement basis. Apart from this Disclosure Document, no offer document or

prospectus has been prepared in connection with the offering of this bond issue or in relation to the issuer.

This Disclosure Document does not intended to form the basis of evaluation for the prospective subscribers to whom it is

addressed and who are willing and eligible to subscribe to the bonds issued by NHAI. This Disclosure Document has been

prepared to give general information regarding NHAI to parties proposing to invest in this issue of Bonds and it does not

purport to contain all the information that any such party may require. NHAI believes that the information contained in

this Disclosure Document is true and correct as of the date hereof. NHAI does not undertake to update this Disclosure

Document to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy

of any information contained herein with NHAI. However, NHAI reserves its right for providing the information at its

absolute discretion. NHAI accepts no responsibility for statements made in any advertisement or any other material land

anyone placing reliance on any other source of information would be doing so at his own risk and responsibility.

Prospective subscribers must make their own independent evaluation and judgment before making the investment and

are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in Bonds. It

is the responsibility of the prospective subscriber to have obtained all consents, approvals or authorizations required by

them to make an offer to subscribe for, and purchase the Bonds. It is the responsibility of the prospective subscriber to

verify if they have necessary power and competence to apply for the Bonds under the relevant laws and regulations in

force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the

Bonds. Nothing in this Disclosure Document should be construed as advice or recommendation by the Issuer or by the

Arrangers to the Issue to subscribers to the Bonds. The prospective subscribers also acknowledge that the Arrangers to the

Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe for the bonds.

Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding,

ownership and redemption of these Bonds and matters incidental thereto.

This Disclosure Document is not intended for distribution. It is meant for the consideration of the person to whom it is

addressed and should not be reproduced by the recipient. The securities mentioned herein are being issued on private

placement basis and this offer does not constitute a public offer/invitation.

A Disclosure Document shall be accompanied by an application form serially numbered and addressed specifically to the

person to whom the offer is made and shall be sent to him, either in writing or in electronic mode, within thirty days of

recording the names of such persons.

The Issuer reserves the right to withdraw the private placement of the bond issue prior to the issue closing date(s) in the

event of any unforeseen development adversely affecting the economic and regulatory environment or any other force

majeure condition including any change in applicable law. In such an event, the Issuer will refund the application money, if

any, along with interest payable on such application money, if any.

5

2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA

This Disclosure Document has not been filed with Securities & Exchange Board of India (“SEBI”). The Bonds have not been

recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. It is to

be distinctly understood that this Disclosure Document should not, in any way, be deemed or construed that the same has

been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or

the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions

expressed in this Disclosure Document. The Issue of Bonds being made on private placement basis, filing of this Disclosure

Document is not required with SEBI. However SEBI reserves the right to take up at any point of time, with the Issuer, any

irregularities or lapses in this Disclosure Document.

3. DISCLAIMER OF THE ARRANGERS TO THE ISSUE

The role of the Arranger in the assignment is confined to marketing and placement of the Debentures/Bonds (Debentures

and Bonds have been used interchangeably in this Disclaimer) on the basis of this Information Memorandum/Disclosure

Document/Offer Document (hereinafter collectively referred to as “Information Memorandum”) as prepared by the

Issuer. The Arranger has neither scrutinized nor vetted nor reviewed nor has it done any due-diligence for verification of

the contents of this Information Memorandum. The Arranger shall use this Information Memorandum for the purpose of

soliciting subscription(s) from Eligible Investors in the Debentures to be issued by the Issuer on a private placement basis.

It is to be distinctly understood that the use and distribution of this Information Memorandum by the Arranger should not

in any way be deemed or construed to mean that the Information Memorandum has been endorsed by the Arranger in

any manner.

It is responsibility of the Issuer to comply with all laws, rules and regulations and obtain all regulatory, governmental,

corporate and other necessary approvals for the issuance of the Bonds. The Arranger has not verified whether the

regulatory requirements have been fulfilled and necessary approvals have been obtained by the Issuer.

The Issuer has prepared this Information Memorandum and the Issuer is solely responsible and liable for its contents. The

Issuer confirms that all the information contained in this Information Memorandum has been provided by the Issuer or is

from publicly available information, the use of which isn’t regulated or prohibited by applicable law or regulation relating

to insider dealing or otherwise and that such information has not been independently verified by the Arranger.

No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be

accepted, by the Arranger or any of their employees, directors or their Affiliates for the accuracy, completeness,

reliability, correctness or fairness of this Information Memorandum or any of the information or opinions contained

therein, and the Arranger hereby expressly disclaims any responsibility or liability to the fullest extent for the contents of

this Information memorandum, whether arising in tort or contract or otherwise, relating to or resulting from this

Information Memorandum or any information or errors contained therein or any omissions there from. Neither Arranger

and its affiliates, nor its directors, employees, agents or representatives shall be liable for any damages whether direct or

indirect, incidental, special or consequential including lost revenue or lost profits that may arise from or in connection with

the use of this document. By accepting this Information Memorandum, the Eligible Investor accepts this Disclaimer of the

Arranger, which forms an integral part of this Information Memorandum and agrees that the Arranger will not have any

such liability.

The Eligible Investors should carefully read this Information Memorandum. This Information Memorandum is for general

information purposes only, without regard to specific objectives, suitability, financial situations and needs of any particular

person and does not constitute any recommendation and the Eligible Investors are not to construe the contents of this

Information Memorandum as investment, legal, accounting, regulatory or tax advice, and the Eligible Investors should

consult with its own advisors as to all legal, accounting, regulatory, tax, financial and related matters concerning an

investment in the Bonds. This Information Memorandum should not be construed as an offer to sell or the solicitation of

an offer to buy, purchase or subscribe to any securities mentioned therein, and neither this document nor anything

contained herein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever.

This Information Memorandum is confidential and is made available to potential investors in the Bonds on the

understanding that it is confidential. Recipients are not entitled to use any of the information contained in this

6

Information Memorandum for any purpose other than in assisting to decide whether or not to participate in the Bonds.

This document and information contained herein or any part of it does not constitute or purport to constitute investment

advice in publicly accessible media and should not be printed, reproduced, transmitted, sold, distributed or published by

the recipient without the prior written approval from the Arranger and the Issuer. This Information Memorandum has not

been approved and will or may not be reviewed or approved by any statutory or regulatory authority in India or by any

Stock Exchange in India. This document may not be all inclusive and may not contain all of the information that the

recipient may consider material.

Please note that:

(a) The Arranger and/or their affiliates may, now and/or in the future, have other investment and commercial

banking, trust and other relationships with the Issuer and other entities related to the Issuer;

(b) As a result of those other relationships, the Arranger and/or their affiliates may get information about the Issuer

and/or the Issue or that may be relevant to any of them. Despite this, the Arranger and/or their affiliates will not

be required to disclose such information, or the fact that it is in possession of such information, to any recipient

of this Information Memorandum;

(c) The Arranger and/or their affiliates may, now and in the future, have fiduciary or other relationships under

which it, or they, may exercise voting power over securities of various persons. Those securities may, from time

to time, include securities of the Issuer;

(d) The Arranger and/or their affiliates may exercise such voting powers, and otherwise perform its functions in

connection with such fiduciary or other relationships, without regard to its relationship to the Issuer and/or the

securities;

(e) The Arranger is not acting as trustee or fiduciary for the investors or any other person; and

(f) The Arranger is under no obligation to conduct any "know your customer" or other procedures in relation to any

person.

Nothing in this Information Memorandum constitutes an offer of securities for sale in the United States of America or any

other jurisdiction where such offer or placement would be in violation of any law, rule or regulation. No action is being

taken to permit an offering of the bonds in the nature of debentures or the distribution of this Information Memorandum

in any jurisdiction where such action is required. The distribution/taking/sending/dispatching/transmitting of this

Information Memorandum and the offering and sale of the Bonds may be restricted by law in certain jurisdictions, and

persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

4. DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been submitted to BSE Limited (hereinafter referred to as “BSE”) for

hosting the same on its website. It is to be distinctly understood that such submission of the Disclosure Document with

BSE or hosting the same on its website should not in any way be deemed or construed that the Disclosure Document has

been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness

of any of the contents of this Disclosure Document; nor does it warrant that this Issuer’s securities will be listed or

continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its

promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise

acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not

have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent

to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated

herein or any other reason whatsoever.

7

II. DEFINITIONS/ ABBREVIATIONS

AY Assessment Year

Allotment/ Allot/

Allotted

The issue and allotment of the Bonds to the successful Applicant(s) in the Issue

Allottee A successful Applicant to whom the Bonds are allotted pursuant to the Issue, either in full or in part

Applicant/Investor A person who makes an offer to subscribe the Bonds pursuant to the terms of this Disclosure

Document and the Application Form

Application Form The form in terms of which the Applicant shall make an offer to subscribe to the Bonds and which

will be considered as the application for allotment of Bonds in the Issue

Bondholder(s) Any person holding Bonds and whose name appears on the beneficial owners listprovided by the

Depositories

Beneficial Owner(s) Bondholder(s) holding Bond(s) in dematerialized form (Beneficial Owner of the Bond(s) as defined

in clause (a) of sub-section of Section 2 of the Depositories Act, 1996)

Members of the Board The Members of the Board of National Highways Authority of India or Committee thereof

BSE/ Designated Stock

Exchange

BSE Limited being the stock exchange in which Bonds of the Issuer are proposed to be listed

Record Date Reference date for payment of interest/ repayment of principal

CAR Capital Adequacy Ratio

CAG Comptroller and Auditor General of India

IRRPL India Ratings and Research Private Limited

ICRA Investment Information and Credit Rating Agency of India Limited

CDSL Central Depository Services (India) Limited

CCEA Cabinet Committee on Economic Affairs

CRISIL Credit Rating Information Services of India Limited

CARE Credit Analysis and Research Limited

Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996,

as amended from time to time

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository Participant A Depository participant as defined under Depositories Act

DP Depository Participant

DRR Bond/ Debenture Redemption Reserve

EPS Earnings Per Share

FIs Financial Institutions

FIIs/ FPIs Foreign Institutional Investors / Foreign Portfolio Investors

Financial Year/ FY Period of twelve months ending March 31, of that particular year

GoI/ GOI Government of India/ Central Government

Trustees Trustees for the Bondholders in this case being SBICAP Trustee Company Limited

Issuer/ NHAI/Authority National Highways Authority of India, an autonomous body under the Ministry of Road Transport &

Highways, Government of India, constituted by an act of Parliament - The National Highways

Authority of India Act, 1988 and having its head office at G - 5 & 6, Sector 10, Dwarka, New Delhi -

110075

I.T. Act The Income Tax Act, 1961, as amended from time to time

Km kilo meter

MF Mutual Fund

MoF Ministry of Finance

NECS National Electronic Clearing Service

NEFT National Electronic Funds Transfer

NSDL National Securities Depository Limited

NHDP National Highways Development Programme

PAN Permanent Account Number

GIR General Index Registration Number

Rs./ INR Indian National Rupee

RBI Reserve Bank of India

RTGS Real Time Gross Settlement

Registrar Registrar to the Issue, in this case being RCMC share Registry (P) Ltd.

SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time

8

SEBI Debt Regulations Securities and Exchange Board of India (Issue andListing of Debt Securities) Regulations, 2008

issued vide circular no. LAD-NRO/GN/2008/13/127878 datedJune 06, 2008, as amended from time

to time.

TDS Tax Deducted at Source under provisions of the I.T. Act

Companies Act, 2013 Companies Act, 2013, to the extent notified by the MCA and in force as of the date ofthisDisclosure

Document

Companies Act 1956 Companies Act, 1956 to the extent applicable as of the date of this Disclosure Document

Companies Act Companies Act 1956, as superseded and substituted by notified provisions of the Companies Act

2013

The Act The National Highways Authority of India Act, 1988 (“NHAI Act”)

9

III. ISSUER INFORMATION

Name of the Issuer : National Highways Authority of India

Head Office : G - 5 & 6, Sector - 10, Dwarka, New Delhi - 110075

Tel. : (011)25074100, 25074200

Fax : +91-11-25093507

Website : www.nhai.org

E-mail : [email protected]

Compliance Officer* for : Mr. S. K. Chauhan

the Issue Manager (Finance & Accounts)

National Highways Authority of India

Head Office

G - 5&6, Sector 10

Dwarka

New Delhi - 110075

Tel: (011) 25074100, 25074200

E-mail: [email protected]

* The investors can contact the Compliance Officerin case of any pre-issue/ post-issue related problems such as non-credit

of letter(s) of allotment/ bond certificate(s) in the demat account etc.

Chief Financial Officer : Mr. Rohit Kumar Singh, IAS

of the Issuer* Member (Finance)

National Highways Authority of India

Head Office

G - 5&6, Sector 10

Dwarka

New Delhi - 110075

Tel.: (011) 25074100, 25074200

Fax: (011) 25093542


* The Issuer does not have a designated Chief Financial Officer. The finance function is headed by Mr. Rohit Kumar Singh,

IAS who is the Member (Finance) of the Issuer, whose particulars are given above.

Arrangers to the Issue : 1. Axis Bank Ltd

2. A.K.Capital Services Ltd

3. Barclays Bank Plc

4. Edelweiss Financial Services Ltd

5. HDFC Bank Limited

6. ICICI Bank Ltd

7. ICICI Securities Primary Dealership Limited

8. IDFC Bank Ltd

9. Kotak Mahindra Bank

10. LKP Securities Ltd.

11. SBI Capital Markets Ltd.

12. SPA Capital Advisors Ltd

13. Tipsons Consultancy Services Pvt. Ltd

14. Trust Investment Advisors Pvt. Ltd.

15. Yes Bank Ltd.

16. Darashaw & Co Pvt Ltd

10

Trustees for the : SBICAP Trustee Company Limited

Bondholders Apeejay House, 6th Floor

West Wing, 3, DinshawWachha Road

Churchgate

Mumbai - 400 020

Tel: (022) 43025555

Fax: +91-22-43025500


Registrar to the : RCMC share Registry (P) Ltd.

Issue B-25/1, 1st Floor

Okhla Industrial Area

Phase-2

New Delhi - 110020

Tel: 011-26387320,21,23


Credit Rating : India Ratings &ResearchPrivateLimited

Agencies A Fitch Group Company

Wockhardt Tower, Level 4, West Wing

BandraKurla Complex, Bandra (E)

Mumbai - 400051

Tel: (022) 40001700

Fax: (022) 40001701


Website: www.indiaratings.co.in

Credit Analysis and Research Limited

13th floor, E-1 Videocon Towers,

Jhandewala extansion , New Delhi 110055

Tel:(011) 45333201

Fax: (011) 45333238


Website: www.careratings.com

CRISIL Limited

Registered Office

CRISIL House

Central Avenue

Hiranandani Business Park

Powai, Mumbai - 400 076

Tel. : (022) 33423000

Fax : +91-22-334230 50


Website: www.crisil.com

ICRA Limited

Registered Office

1105, Kailash Building

11th Floor, 26, Kasturba Gandhi Marg

New Delhi—110001

Tel : (011) 23357940-50

Fax : +91-11-23357014


Website : www.icra.in

11

Stautory Auditors : Comptroller and Auditor General of India

Indian Audit & Accounts Department

Office of the Principal Director of Commercial Audit &

Ex-Officio Member, Audit Board - 1

3rd Floor, A-Wing

Indraprastha Bhawan

New Delhi - 110002

Tel: (011) 23378473

Fax: (011) 23378432


12

IV. DETAILS OF MEMBERS OF THE ISSUER

1. MEMBERS OF THE BOARD OF THE ISSUER

The composition of the Members of the Board of the Issuer as on date of this Disclosure Document is as under:

Sr.

No.

Name and

Designation

Age (in

years)

Address Member of the

Board since

Other Directorships

Full Time Board Members

1. Shri Yudhvir Singh Malik,

IAS

Chairman

57 C-1/61, Bapa Nagar,

Behind Delhi High Court,

New Delhi-110003

28.11.2016 None

2. Shri Rohit Kumar Singh,

IAS 52 B-4, Tower- 6, New Moti

Bagh, New Delhi -21

21.12.2016

3. Shri R.K.Pandey

Member (Projects) 55 E-201, Jagran

Apartment, Plot No. 17,

Sector 22, Dwarka,

New Delhi – 110075

04.11.2015 None

4. Shri A.K. Singh

Member (Projects) 49 21, Officers Enclave,

S.P.Marg, New Delhi-

110023

12.02.2016 None

5. Shri Niraj Verma, IAS

Member (PPP) 47 D-1/110, Rabindra Nagar,

New Delhi - 110003

14.03.2016 None

6. Shri D O Tawade

Member (Technical) 59 C block, Multi storied

flats, C-7/3 Sector 13,

R K Puram, New Delhi-

110066

30.08.2016 None

7. Mrs. Veena Ish, IAS

Member (Admin) 57 A-4, Tower–I, New Moti

Bagh, New Delhi -21

04.08.2016 None

Part Time Board Members

1. Shri S. N. Das, DG(RD) & SS

GoI Nominee 58 B-19, KendriyaVihar,

Sector 82, Noida. 01.08.2014 None

2. Shri Shakti Kanta Das, IAS

GoI Nominee 58 106,New Moti Bagh,

New Delhi – 110021 31.08.2015 None

3. Shri SanjayMitra, IAS

GoI, Nominee 56 I-1171,Chitranjan Park 01.01.2016 None

4. Shri Ashok Lavasa, IAS

GoI Nominee 58 32, New Moti Bagh, New

Delhi-110023

30.04.2016 None

None of the current Members of the Board of the Issuer appear in the RBI’s defaulter list or ECGC’s default list.

13

2. CHANGES INMEMBERS OF THE BOARD OF THE ISSUERSINCE LAST THREE YEARS

(since April 01, 2014 and upto the date of this Disclosure Document)

Changes in the Members of Board of the Issuer during the last three years are as under:

Name Date of Appointment Date of retirement/ relinquishing charge

Shri Yudhvir Singh Malik, IAS November 28, 2016 Continuing as a Member

Shri Rohit Kumar Singh, IAS December 21, 2016 Continuing as a Member

Shri R.K.Pandey November 4, 2015 Continuing as a Member

Shri A. K. Singh February12, 2016 Continuing as a member

Shri Niraj Verma, IAS March 14, 2016 Continuing as a Member

Shri S. N. Das August 1, 2015 Continuing as a Member

Shri Shashikanta Das, IAS August 31, 2015 Continuing as a Member

Shri Sanjay Mitra, IAS January 1, 2016 Continuing as a member

Shri Ashok Lavasa, IAS April 30, 2016 Continuing as a member

Shri D O Tawade August 30, 2016 Continuing as a member

Mrs. Veena Ish, IAS August 4, 2016 Continuing as a member

Shri Raghav Chandra August 31,2015 November 28, 2016

Shri V. K Chibber February 1, 2013 December 31, 2015

Shri R. P. Watal November 30, 2013 April 30, 2016

Shri Sudhir Kumar April 15, 2013 October 5, 2015

Shri Satish Chandra April 03, 2013 April 2, 2016

Shri M. P. Sharma February 08, 2013 February 29, 2016

Smt. Sindushree Khullar April 02, 2012 March 9, 2015

Shri Rajiv Mehrishi, March 09, 2015 August 31, 2015

Shri R. P. Singh June 12, 2012 June 11, 2015

Shri Narendra Kumar April 01, 2013 August 14, 2014

Shri C. Kandasamy December 12, 2012 January 31, 2014

Shri B N Singh December 21, 2009 December 19, 2014

14

V. DETAILS OF STATUTORY AUDITOR OF THE ISSUER

1. STATUTORY AUDITOR OF THE ISSUER (FY 2016-17)

Name of Statutory Auditor Address& Contact Details Auditor since

Comptroller and Auditor General of India

Indian Audit & Accounts Department,

Office of the Principal Director of Commercial

Audit & Ex-Officio Member, Audit Board - 1

3rd Floor, A-Wing

IndraprasthaBhawan

New Delhi - 110002

Tel: (011) 23378473

Fax: (011) 23378432


Since establishment

as per The National

Highways Authority

of India Act, 1988

2. CHANGE IN STATUTORY AUDITOR OF THE ISSUER SINCE LAST THREE YEARS

There is no change in the Statutory Auditors of the Issuer during the last three financial years.

15

VI. MANAGEMENT PERCEPTION OF RISK FACTORS

The Investor should carefully consider all the information in this Disclosure document,including the risks and uncertainties

described below before making an investment in the Bonds.The risks and uncertainties described in this section are not

the only risks that we currently face.Additional risks anduncertainties not known to us or that we currently believe to be

immaterial may also have an adverse effect onresults of our operation and physical execution. If any of the following risks

or other risks that are not currentlyknown or are deemed immaterial at this time, actually occur, results of our operation

could suffer, the tradingprice of the Bonds could decline and you may lose all or part of your redemption amounts and/or

interestamounts. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specifyor

quantify the financial or other implications of any of the risks mentioned herein. The order of the risk factorsappearing

hereunder is intended to facilitate ease of reading and reference and does not in any manner indicatethe importance of

one risk factor over another. Prospective Investors should consult their tax, financial andlegal advisors about the particular

consequences of investment in the Bonds. Unless the context requiresotherwise, the risk factors described below apply to

us/our operations only.

Internal risks

1. NHAI is presently involved in a number of civil proceedings, including arbitration and consumer cases. In the event these

cases are decided against us or failure by us to adequately recover our claims against the other parties for payments, it

may increase the construction cost of our projects.

2. Our operations are significantly dependent on the funding received from the GoI and any delay ordecrease in the funding

plan by the GoI may adversely affect our operations.

3. Our operations are dependent on the policies of the Government, Central as well as State initiatives. Any lack of support

in terms of regulatory initiatives will adversely affect our operations.

4. Our operations may also get affected by an increase in prices of raw materials or shortages of rawmaterials which will

lead to increase in the cost of construction of road projects.

5. Our operations may also get affected due to inability to manage our growth which could disrupt ourbusiness and

adversely affect cost of our project.

6. Our operations are dependent on forecasting traffic volumes for the stretches of National Highwaystaken up as

individual projects on which NHAI is directly or indirectly collecting Toll/User Fee byway of Toll Contracts. Any

miscalculation or erroneous forecasting or lower actual traffic volume Infuture may affect capital contribution by GoI and

consequently our physical execution may beadversely affected.

7. Leakage of traffic and toll collection may affect volume of collections and inflows which may in turn affect the ploughed

back capital we receive from GoI and our future execution capabilities.

8. Fluctuations in interest rate and exchange rate on our external borrowings may adversely affect our operations.

9. NHAI logo is not registered.

10. Our financial condition and physical performance could be materially affected, if we do not complete our projects as

planned or if our projects experience delay.

11. Our business operations will be affected by shortcomings and failures in our internal processes and systems.

12. We have certain contingent liabilities that may adversely affect our financial condition.

13. We are exposed to the risks associated with the non-performance of underlying assets/projects of the SPVs.

14. In the past, certain accounting standards have not been followed by us and the impact of which on our financial

statements cannot be quantified. Any material change on account of that may impair our financial position.

16

15. We are subject to internal risks arising from our business of contract management which may adversely affect our

operations.

16. Accounts for the financial year ended on March 31, 2016for NHAI have been subject to limitedreview and haveyet not

been audited. Audited performance may be materially different from the presentresults.

17. Our projects under development are subject to construction, financing and operational risks.

18. Our insurance coverage may not adequately protect us against all losses we incur in our operationsor otherwise.

19. We do not own the premises from which most of our regional offices and field office(s) operate andthis may involve risk

of loss of such premise

20. Our operations are subject to physical hazards and similar risks that could expose us to material liabilities, reduced

inflows and increased execution costs.

21. Our operations could be adversely affected by strikes, work stoppages or increase wage demands byour or our

contractors’ work force or any other kind of disputes involving our work force.

22. Any inability to attract, recruit and retain skilled personnel could adversely affect results of ouroperations.

23. Opposition from local communities and other parties may adversely affect our operations.

25. No Debenture Redemption Reserve (“DRR”) for the Bonds is proposed to be maintained for thepresent issue of Bonds

and the Bondholders may find it difficult to enforce their interests in theevent of or to the extent of a default.

Risks Relating to the Utilization of Issue Proceeds

26. The fund requirement and deployment mentioned in the Objects of the Issue have not beenappraised by any bank or

any financial institution.

Risks relating to investment in Bonds

27. Any downgrading in credit rating of the Bonds may affect the value of Bonds and thus our ability to raise further debts.

28. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amountand/or the interest

accrued thereon in connection with the Bonds.

29. Changes in interest rates may affect the prices of the Bonds.

31. Payments made on the Bonds will be subordinated to certain tax and other liabilities preferred bylaw.

32. There is a risk of volatility in the price of the Bonds.

External Risk Factors

33. Our operations are affected by conditions in the financial markets and economic conditionsgenerally, both in India and

elsewhere around the world which could have an adverse effect on ouroperations.

34. Our business is subject to a significant number of tax regimes and changes in legislation governingthe rules

implementing them or the regulator enforcing them in any one of those jurisdictions couldnegatively and adversely affect

our results of operations.

35. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our

operations.

36. Political instability or changes in the Government could delay further liberalization of the Indianeconomy and adversely

affect economic conditions in India generally, which could impact ouroperations.

17

37. Civil unrest, terrorist attacks and war would affect our operations.

38. Our operations may be adversely impacted by natural calamities or unfavourable climatic changes.

39. Non-compliance with, and changes in, safety, health and environmental laws and regulations mayadversely affect

results of our operations.

18

VII. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS

1. OVERVIEW

NHAI is an autonomous authority of the GoI under the MoRTH constituted on June 15, 1989 by an Act of Parliament titled

- The National Highways Authority of India Act, 1988 (NHAI Act). NHAI was operationalised in February 1995 with the

appointment of full time Chairman and other Members. The functioning of NHAI is governed by NHAI Act and rules, and

regulations framed thereunder.

The main objects of NHAI are provided in NHAI Act as per which NHAI is responsible for the development, maintenance

and management of the National Highway (NH) entrusted to it by the GoI and for matters connected or incidental thereto.

Its functions include survey, development, maintenance and management of the NH and inter alia to construct offices or

workshops, to establish and maintain hotels, restaurants and rest rooms at or near the highways entrusted to it, to

regulate and control plying of vehicles, to develop and provide consultancy and construction services and to collect fees

for services and benefits rendered in accordance with Section 16 of NHAI Act. It was established with a vision to meet the

nation’s need for the provision and maintenance of a NH network in line with global standards and to meet user’s

expectations in the most time bound and cost effective manner, within the strategic policy framework set by the GoI and

thus promote economic well being and quality of life of the people. .

NHAI’s initial mandate was limited to only a few projects undertaken with the assistance of Asian Development Bank

(ADB) and the Japanese Board of Industry and Commerce (JBIC). Subsequently, in 1998, the GoI announced the NHDP

comprising mainly of the Golden Quadrilateral linking the four metros and connectivity to major ports in the First Phase

and the North-South & East-West corridors in the Second Phase.

Since its inception, the mode for implementationof projects under NHDP has undergone significant change. Initially, the

implementation of NHDP was through EPC mode. However, since 2005, as a policy, the GoI had decided to implement

projects on Public Private Partnership (“PPP”) mode (BOT Toll/Annuity or OMT). NHAI has played a significant role in

developing approaches for PPP and actual implementation on a large number of projects. As on July 31, 2015, NHAI has

awarded 196 BOT Toll based contracts at a total project cost of Rs. 16,982,862.00 lakhs and 51 BOT Annuity based

contracts at total project cost of Rs. 3,028,666.00 lakhs through PPP mode.

NHAI has adopted a business model that relies on outsourcing of a number of activities including design, construction,

supervision, operation and maintenance of NH, rather than undertaking all such activities through its own employees. This

has thus helped NHAI in maintaining a lean organisational structure to facilitate faster operational decision-making. NHAI

receives its funding through (i) Government support in the form of capital base, cess fund, additional budgetary support,

capital grant, maintenance grant, ploughing back of toll revenue and loan from GoI; (ii) loan from multilateral agencies and

(iii) market borrowings. During the financial year 2014-15, a sum of Rs. 6,88,589.00 lakhs was received as Cess Funds.

NHAI has an all India presence through its offices (regional offices/PIUs/CMUs) in different cities for monitoringand

supervising the projects.

ROAD SECTOR

Road network provides the arterial network to facilitate trade, transport, social integration and economic development. It

is used for the smooth conveyance of both people and goods. Transportation by road has the advantage over other means

of transport because of its easy accessibility, flexibility of operations, door-to-door service and reliability. Roads also play

an important role in inter-modal transport development, establishing links with airports, railway stations, and ports.

Currently, India, having one of the largest road networks of 48.65 lakh km, consists of National Highways, Road Highways,

Expressways, State Highways, Major District Roads, Other District Roads and Village Roads with the following length

distribution:

ROADS Length (KM)

National Highways/Expressways 92,851 km

State Highways 1,38,489 km

Other Roads 46.34 lakh km

(Source: An Overview, MoRTH)

19

Passenger and freight movement in India over the years have increasingly shifted towards roads vis-a-vis other means of

transport. Indian roads carry 70% of the total goods and 90% percent of the passenger traffic. Highways/Expressways

constitute about 2% of all roads and carry 40% of the total road traffic.

Road Network as on March 31, 2012

Indian Road Network Length (Km) Surfaced Road (Km) Surfaced Road (%)

National Highways 76818 76818 100

State Highway 164360 162950 99.14

Rural Roads 1938220 929789 47.97

Urban Roads 464294 339131 73.04

Other Roads 1747864 1327889 75.97

Total 4865394 2698590 55.46

(Source: Ministry of Statistics and Programme Implementation; Infrastructure Statistics, 2014)

20

2. STRENGTHS

• NHAI is nodal agency for development of NH Projects under NHDP and allied programmes approved by GoI.

The nature and charter of NHAI make it a nodal agency for development of NH projects under NHDP andallied

programmes approved by GoI. NHAI infuses and channels private players participation and fundsinto immediate areas of

development bringing about a healthy participatory economy, there are no directcompetitors to NHAI. The PPP models

vary from short-term simple management contracts (with or withoutinvestment requirements) to long-term and very

complex BOT form, to divestiture.

• Track record of consistent operational performance and growth.

We believe that we have an established track record of consistent growth. Following table enumerates ourperformance

and growth in terms of our physical achievement:

Physical Achievement over the years (kms)

FY Completion Award

2008-09 2205 643

2009-10 2693 3359

2010-11 1783 5058

2011-12 2248 6491

2012-13 2844 1116

2013-14 1901 1435

2014-15 1501 3067

• Pioneering initiatives in the road sector in India.

NHAI has initiated several innovative processes over the years which have been different from existing industry practices.

These include performance based contracts with bonus and penalty provisions in bothEPC (Engineering, Procurement and

Construction) and PPP (Public Private Partnership) projects whichhave led to improved construction and service quality in

the contracts, peer review of DPRs (DetailedProject Reports) by consulting engineers selected from a panel of consultants

, dispute resolutionmechanism to speed up the process of dispute resolution, especially in EPC mode, umbrella state

supportagreements for various projects in a single state.

• Strategic role in GoI initiatives and established relationships with infrastructure sector participants.

We believe that we derive a strategic advantage from our strong relationship with the GoI and we occupy akey position in

plans for the growth and development of the Indian highway sector. We have been involvedin the development and

implementation of various programmes, policies and structural and proceduralreforms for the highway sector in India. We

are also involved in various GoI programmes for theinfrastructure sector, including acting as the nodal agency for the

NHDP and other projects like SpecialAccelerated Road Development Programme for North East (SARDP-NE), and for other

projects likeSpecial Project in MP, Maharashtra, Tamil Nadu and West Bengal, for which additional budgetary supportis

being provided by GoI.

• Economies of scale.

Given the scale of operations, and the constitution of NHAI, it benefits from large volumes in itscommercial operations.

Significant cost benefits accrue due to centralized decision making system with adelegated model for execution of the

projects. Further, the basic feature of outsourcing in its contractmanagement ensures that no backlogs of equipment,

excess manpower, redundant assets etc areaccumulated and hence large scale efficiencies and economies of scale are

achieved by NHAI.

• Favorable credit rating and access to various cost-competitive sources of funds.

We receive funds through (i) Government support in the form of capital base, cess fund, additionalbudgetary support,

capital grant, maintenance grant, ploughing back of toll revenue and loan from GoI; (ii)loan from multilateral agencies and

(iii) market borrowings. There is no servicing requirement on thesesources of funds except interest bearing loans granted

by GoI, loans from multilateral agencies and marketborrowings. Therefore, the average of cost of capital is substantially

21

low. Further, CRISIL, CARE, ICRA and IRRPLhave assigned us the highest credit rating of "AAA", for our long-term domestic

borrowings. These ratings enableus to borrow funds at competitive costs.

• Experienced and committed management and employee base with in-depth sector expertise.

We believe we have an experienced, qualified and committed management and employee base. NHAI hasbeen modeled

as a lean organisation to facilitate faster operational decision-making. The officers and staffare appointed as per the

provisions of National Highways Authority of India (Recruitment, Seniority andPromotion) Regulations, 1996, as amended.

NHAI is one of the few organizations where people withextensive experience in the road & highway sector, finance sector

etc. are appointed on deputation fromvarious central, state services & departments/organizations to share their

expertise. As on March 31,2016, NHAI has a total strength of 1000 employees, which include 268 officers from other State

Services/departments. NHAI also seeks specific services for supervision and administration of the civil contracts inFIDIC

format and other formats approved by GoI. The selection of Supervision Consultant/IndependentEngineer is done through

rigorous international competitive bidding in order to select the most qualifiedpersonnel.

Further, monitoring of the projects is also done at the headquarters by Technical Divisions headed by aMember supported

by Chief General Manager (Technical), General Manager (Technical), Deputy General Manager (Technical) and Manager

(Technical). The Financialdecisions are generally taken in consultation with the Finance Division headed by Member

(Finance) andsupported by Chief General Manager (Finance &Accounts), General Manager (Finance &Accounts), Deputy

General Manager (Finance &Accounts) and Manager (Finance &Accounts).

22

3. STRATEGIES

Our long term strategy is to meet the challenges of developing the nation by providing unparallel network ofphysical

connectivity for the common man, for the commercial transportation and for other heavy industrial use.These challenges

will be met through the following areas of strategic focus:

• Decentralize the field level decisions and activities and strengthen field level operations of NHAI.

Consequent to the approval accorded by the GoI for restructuring of NHAI, the following steps have been taken by NHAI:

(i) 20 Regional Offices headed by CGM/GM level officer for regular monitoring and effectivecoordination with State

authorities have been set up;

(ii) Adequate powers have been delegated to the Regional Offices;

(iii) The Authority has been empowered to engage, where required, outside experts (with relaxation ofage if needed)

specifically for the posts of Financial Analyst, Transport Economist, ContractManagement Specialist and Legal Expert,

on compensation to be determined by the Authority inline with the experience and availability of the appropriate

personnel.

• Renewed focus on strengthening core processes for NHDP implementation and management.

NHAI as an organization is now moving to a growth phase in its life cycle. In this phase, it is extremelyimportant for the

organization to standardize and prepare guidelines, strengthen its audit and reviewprocesses and monitor its systems.

Besides reviewing its internal processes, it also needs to establish newprocesses to strengthen its outsourcing mechanism.

One of the key focus areas for NHAI would be toinstitutionalize knowledge and best practices on various aspects of the

project cycle and leverage the sameto shorten the project cycle time. These illustratively include:

• Preparing guidelinescomprising of best practices of land acquisition and preconstruction activities adopted in

different states.

• Adopting good practices of Resettlement and Rehabilitation (R&R) including those adopted for externally aided

projects.

• Preparing guidelines and standardized procedures/formats for seeking approvals related to changein scope and

extension of time (which could be included in the contract itself).

To strengthen existing systems and initiate new processes/practices in different stages of the project lifecycle NHAI has

shifted substantially to an e-procurement system and a web based database for variousservice providers. This facilitates

NHAI’s internal learning process related to approvals and the knowledgeobtained is leveraged for attaining further

competency in achieving its objectives.

• Outsource and leverage external expertise.

NHAI has in the past adopted the outsourcing model very effectively. With the scale and complexity ofwork, the

organization shall extend this model to newer areas which include land Acquisition whereaugmenting of human resources

at the field is required and also hiring of retired State Government officialsand third party service providers. Further,

designated officers may be appointed at state-level also toprovide greater thrust to land acquisition.

• Strengthen audit and review process.

With NHAI looking to outsource several activities and being dependent on the performance of a wide rangeof service

providers, NHAI‘s strategy would be to invest in developing structures and systems to audit andreview the performance of

various service providers besides strengthening conventional financial relatedaudits. NHAI‘s strategy in this area will

include, strengthening in-house review process of designs preparedby consultants; bringing in greater involvement of

NHAI field unit and supervision consultants at an earlystage; strengthening independent quality audits during construction

stage for EPC (EngineeringProcurement and Construction) and PPP (Public Private Partnership) projects and also

capturingdevelopments, and feedback surveys from various stakeholders (both external and internal) and data byother

relevant agencies into the overall monitoring framework.

23

• Focus on a network wide approach for managing the highways under its purview.

An integrated approach focusing on an entire network rather than operational aspects of management ofindividual

highway stretches is a key strategy area for NHAI. There are various elements that NHAI willfocus on as a part of its

integrated plan including asset management, revenue management, road safety,security management, traffic

management and Intelligent Transport Systems.

• Enhancing focus on human resource within NHAI.

With the inevitable increase in the scale and complexity of work in the future, significant strategy focus hasto be on

developing the human resources within NHAI not only in terms of numbers (sourcing) but also interms of enhancing their

overall productivity. However the strategy plan needs to keep in perspective thatcurrently NHAI predominantly operates

with personnel on deputation with relatively short tenures rangingfrom 3-5 years.

• Developing strong institutional relationships with external stakeholders.

NHAIs strategy is to engage with a wide range of stakeholders for various aspects of its operations. Theseinclude, but are

not limited to Central Government, Planning Commission, State and Local Government,Implementing authorities (Police,

Health agencies),Contractors, Concessionaires, Consultants-Technical,Financial, Legal, Audit Firms, Financial institutions,

investors Industry associations, academic institutions,Media, Multilateral and Bilateral funding agencies- World Bank,

ADB, JBIC etc. It is imperative for NHAIto have strong relationships with various stakeholder categories as they can have

significant influence on NHAI’s effectiveness in performing its role. Some of the areas where NHAI is strengthening

itsinstitutional associations are: Pre-construction activities and State Support Agreement- with various StateGovernments

to streamline land acquisition, utility shifting, approval related activities pertaining to theState Government.

• Greater thrust on information technology (“IT”).

Another important change driver for NHAI is the rapid advancement in information technology in variousaspects of

highway development and management. NHAI in the past has used technology and knowledgemanagement tools only to

a limited extent. Significant thrust on technology is envisaged to be one of theimportant strategies for NHAI in its

corporate plan. The strengthening of the IT system is proposed to becarried out in the near future.

24

4. OUR PROJECTS

National highways are the arterial roads of the country for inter-state movement of passengers and goods. They traverse

the lengthand width of the country connecting the National and State capitals, major ports and rail junctions and link up

withborder roads and foreign highways. The total length of NH in the country at present is 93,051 km as per Annual

Report 2014-15. While highways/ expressways constitute only about1.7% of the length of all roads, theycarry about40%

of the road traffic.

NHAI is the nodal agency for development of NH Projects under NHDP and allied programmes approved by GoI such as

SARDP-NE & Special Projects in MP, Maharashtra, Tamil Nadu and West Bengal.

The progress of the NHDP and other projects, as on 31.03.2015, is as follows:

Phase Total Length 4/6 laning

completed

Under

implementation

Balance

forward

Golden Quadrilateral 5,846 5,846 0 0

North-South & East-West 7,142* 6,374 334 434

Port Connectivity & Otherprojects 2,148 1,827 321 0

NHDP Phase III 12,109 6,482 2,822 2,805

NHDP Phase IV **20,000 1,116 3,791 9.892

NHDP Phase V 6,500 2,096 1,460 2,944

NHDP Phase VI 1,000 0 0 1,000

NHDP Phase VII 700 22 19 659

SARDP-NE 110 103 7 0

Total 55,555 23,866 8,754 17,734

* The original approved length of Corridors is 7300 kms. The variation in the actual length of 7142 kms from the original

approved length of 7300 kms is mainly on account of variation in the design length after preparation of DPRs.

** 14799 is assigned to NHAI.

Construction of Expressways under NHDP Phase VI

GoI has approved construction of 1000 km of Expressway under NHDP Phase-VI at a cost of ` 16,68,000.00 lakhs on design,

build, finance, operate basis. NHDP Phase-VI is targeted for completion by December, 2015. The current status of

Expressways is as under:

DELHI-MEERUT EXPRESSWAY (66 Kms):

The length of the new alignment will be 61 KM. The alignment will start from Nizammudin Bridge [T point Km 00.00] from Delhi

and will continue on existing NH-24 upto Dasna Km 30.38. From Dasna there will be completely a new alignment upto Meerut.

The alignment will terminate on inner ring road / Meerut bypass near Railway crossing KM 66 at Meerut. The right of way will be

100 metre on new alignment and 90-100 metre on existing NH-24.

The alignment study of Delhi-Meerut Expressway has been completed. The final feasibility study is completed and Public

Private Partnership Appraisal Committee document submitted to Ministry of Road Transport & Highways for approval.

BANGALORE-CHENNAI EXPRESSWAY (334 Kms):

The alignment study of Bangalore-Chennai Expressway is completed in July, 09. The consultant for feasibility study has been

appointed. The agreement was signed on April 30, 2009 and the consultant has commenced the services in August, 2009. The

draft feasibility report has been submitted. Alignment has also been finalized. Consent of the state Governments i.e. Karnataka,

Andhra Pradesh and Tamil Nadu for the alignment has been received.

KOLKATA-DHANBAD EXPRESSWAY (277 Kms):

The alignment study of Kolkata-Dhanbad Expressway is completed in July, 09. The consultant for feasibility study has been

appointed. The agreement is signed on July 3, 2009 and the consultant has commenced the services in August, 2009 after

completion of alignment study. But, feasibility study could not be completed.

25

After completion of feasibility study, detailed land plan schedules along the alignments will then be prepared and the

process of land acquisition will be initiated, which may take about two years.

Vadodara- Mumbai Express way

The expressway will link Ahmedabad Vadodra Expressway to Mumbai Pune Expressway thus providing Expressway

connectivity from Ahmedabad to Mumbai and further to Pune for a length of about 650 Km.

1. This project has been taken up in 3 Phases:

• Phase I : Main Expressway – Km 104+700 to Km 378+740 (260.4 Km in Gujarat; 5.5 km in DNH & 8.1 km in

Maharashtra) Total Length – 274.040 km

• Phase II : Main Expressway – Km 26+320 to Km 104+700 and SPUR (Km 0.00 to Km 94+390) Total Length –

172.77 km (in Maharashtra Only)

• Phase III : Main Expressway – Km 0+000 to Km 26+320 (26.32 Km in Thane-Maharashtra)

• Further Phase 1 divided in two part (Part A- Vadodra to KIM, near Surat and Part B – KIM to Talasari )

2. Updating of DPR is under process. For rest of the length, the Feasibility Study is under process.

3. Phase-wise Status

(i) Phase – I

(Part-A) - Vadodara to Kim i.e. near Surat- Length 124.310 Km

• DPR document received from Consultant and is with Financial Consultant for financial analysis. Civil

Cost – Rs.5761.80 Crore (SOR 2015-16). TPC - Rs.7523.00 Crore

• Land Acquisition Status:

3A - 100% (1475.5682 Ha)

3D - 100% (1475.5682 Ha)

3G – 9.97% (147.1152 Ha)

• MoEF Clearance & CRZ Clearance : Accorded

• Forest Clearance (21.388 ha) : In process

• All GAD of ROBs (5 No.) : Approved

(ii) Phase – I

(Part-B) – Kim to Talasari – Length 149.730 Km

• DPR yet to be submitted by Consultant.

• Land Acquisition Status:

3A - 95% (1638.2486 Ha)

3D - 90% (1560.2484 Ha)

Due to non availability of village map of Anklas in Gujrat near DHN 3(A) get delayed.

• MoEF Clearance & CRZ Clearance : Accorded

• Forest Clearance (Part B - 75.013 ha) : In process.


(iii) Phase – II

Virar to Talasari & Spur to JNPT NH-4B – Length 172.770 Km

• Land Acquisition Status :

3A - 21.12% (458.9339 Ha)

• MoEF Clearance & CRZ Clearance : Yet to be received

26

• Forest Clearance (138.02 Ha) : In process.

Wild life clearance : Proposal under process


(iv) Phase-III (Ghodbandar to Virar) : 26.32 Km – work not started

27

5. FINANCING

NHAI receives its funding through (i) Government support in the form of capital base, cess fund, additionalbudgetary

support, capital grant, maintenance grant, ploughing back of toll revenue and loan from GoI; (ii) loan frommultilateral

agencies and (iii) market borrowings.

During the year 2014-15, a sum of Rs. 6885.89 crore was received by NHAI from Ministry of Road Transport & Highways

(MoRT&H) through Union Budget (Cess Fund) for Capital Investment in National Highways from Central Road Fund. In

addition Rs. 600.00 crore was received from the MoRT&H for development of National Highways (Original) Works and and

Rs. 5448.00 crore as plough back of toll remittances have been received.The Ministry has also released Rs. 100.01 crore to

NHAI for maintenance of National Highways.

• Government Support

Government Support to NHAI primarily comes from the yearly budgetary allocations from the GoI.

• Cess

The GoI has, under the Central Road Fund Act, 2000, created a non-lapsable dedicated fund for NHDP by levyingcess on

High-Speed Diesel and Petrol at the rate of Rs. 2.00 per litre out of which allocation for Rs. 1.50 per litre. The section 10 of

the Central Road Fund Act, 2000, an amendment (of Act 54) has been made from 1st

day of June, 2016 as under:

• 33.5% of the cess on high speed diesel and petrol for the development of rural roads.

• 41.5% of the cess on high speed diesel and petrol for the development and maintenance of national highways

• 14% of the cess on high speed diesel and petrol for railway safety works, including the construction of roads either

under or over the railway by means of a bridge and erection of safety works at unmanned rail-road crossings, new

lines, conversion of existing standard lines into gauge lines and electrification of rail lines.

Provided that no repair, maintenance or renovation work shall be carried out from the allocation of cess under this

sub-clause;

• 10% of the cess on high speed diesel and petrol on development and maintenance of State roads of inter-State and

economic importance to be so approved by the Central Government; and

• 1% of the cess on high speed diesel and petrol on development and maintenance of road in border areas

• Market Borrowings-54 EC Bonds

In accordance with section 54 EC of Income Tax Act, 1961, NHAI is authorised to issue capital gainexemption bonds

wherein eligible investors can claim exemption by investing the component of long-term capitalgains (not the sale

proceeds), either wholly or in part in these bonds, within six months of the transfer of the asset.The funds are mobilised

on tap basis, have a maximum investment limit of Rs. 50 lacs in one financial year for eacheligible investor with a lock-in

of 3 years from the deemed date of allotment. NHAI has been issuing this category ofbonds since February 16, 2001 and

has issued XVII series of such bonds so far.

• Loan assistance from multilateral agencies

NHAI is implementing some projects under NHDP with external assistance in the form of loan & grant from

multilateraldevelopment agencies like World Bank (WB) and Asian Development Bank (ADB). The loans for NHAI

projectstied up with these multilateral agencies, except for one ADB loan for Surat Manor projects, are passed on to

NHAIby the GoI in Rupees as 80% grant and 20% loan. The loan component is repaid to the Government by NHAI

andrepayments to these agencies are in turn done by GoI.

28

6. PUBLIC PRIVATE PARTNERSHIP (“PPP”) IN HIGHWAY DEVELOPMENT

PPP is going to be the preferred mode of delivery for future phases of NHDP. While there are a number of forms ofPPP,

the common forms that are popular in India and have been used for development of NH are:

• Build, Operate and Transfer (Toll) Model

• Build, Operate and Transfer (Annuity) Model

• Operate, Maintain and Transfer (OMT) Model

• EPC

• HYBRID

a. BOT (Toll)

Under the BOT (Toll) model, private developers/operators are awarded contracts/projects wherein they areentitled to

collect and retain toll revenues for a certain tenure referred to as the concession period. The tollsare prescribed by NHAI

on a per vehicle per km basis for different types of vehicles. The GoI in the year1995 passed the necessary legislation on

collection of toll. A Model Concession Agreement (MCA) hasbeen developed to facilitate speedy award of contracts. This

framework has been successfully used forwarding contracts on the basis of BOT model. The MCA has been revised

recently and current projects arebeing awarded under the revised MCA.

b. BOT (Annuity)

In the BOT (Annuity) model, the concessionaire bids for projects on the basis of annuity payments to bereceived from

NHAI that would cover his cost (construction, operations and maintenance) and an expectedreturn on the investment.

The bidder quoting the lowest annuity is awarded the project. The annuities arepaid semi-annually by NHAI to the

concessionaire and linked to performance covenants. Theconcessionaire does not bear the traffic/tolling risk in these

contracts.

c. Operate, Maintain and Transfer (OMT) Concession

NHAI has recently taken up award of select highway projects to private sector players under an OMTConcession. Till

recently the task of toll collection and highway maintenance was entrusted to the tollingagents/operators and

subcontractors respectively. These tasks have been integrated under the OMTconcession. Under the OMT concession

construction is done by an EPC contractor and once theconstruction is complete the private operators are appointed to

collect tolls on these stretches formaintaining highways and providing essential services (such as emergency/safety

services).

d. Hybrid Annuity

HYBRID Annuity Model is a mix of EPC and BOT (Annuity) models, with government and private enterprise sharing the

total project cost in the ratio of 40:60 during construction period, where the Government is funding 40% of the project

cost as determined by NHAI in five equal instalments during the construction period as construction support. The private

party would be required to bear balance 60% of the project cost through combination of equity contribution and debt

raised from market. Further this 60 % of the cost borne by the private party during the construction period is to be

recover from the Authority in terms of annuity payment spread over the period of ten/twenty years. As per this model,

the financial burden on private party will reduce during the construction phase. The Government will also retain the

revenue risk as it would collect toll.

e. EPC Model

NHAI has also taken up award of selected highway projects to private sector players under EPCM mode. An EPCM contract

is a design, construct and maintain contract where a single contractor broadly takes responsibility for all elements of the

construction, procurement and maintenance which is different from the EPC contract. In an EPCM contract, the

contractor has to quote the cost of constructing or upgrading the road section and thereafter the contractor will have to

maintain the same till a period of two years post completion of the construction. The project is awarded to the contractor

offering to complete the project at the lowest cost and the cost of the project is borne by the Authority.

Incentives for Private Sector Participation

29

The Government has put in place appropriate policy, institutional and regulatory mechanisms including a set official and

financial incentives to encourage increased private sector participation in road sector.With a view to further augment flow

of funds to the sector and to encourage private sector participation in the roadsector, several initiatives have been taken

by the Government which includes:

• Declaration of the road sector as an industry;

• Provision of capital grants subsidy upto 40% of project cost to enhance viability of the projects on case-to-casebasis.

• Duty-free import of certain identified high quality construction plants and equipment;

• 100% tax exemption in any consecutive 10 years within a period of 20 years after completion ofconstruction

provided the project involves addition of new lanes;

• Provision of encumbrance-free site for work, i.e. the Government shall meet all expenses relating to landand other

pre-construction activities;

• Foreign direct investment upto 100% in road sector;

30

7. RELATIONSHIP WITH THE GOVERNMENT

• Government as the policy maker

The development and maintenance of NH is fully financed by the Central Government as this function comes withinEntry

23 of the Union List of the Seventh Schedule to the Constitution of India. Section 5 of the NHAI Act providesthat the

Central Government may direct that any function in relation to the development or maintenance of NH shallalso be

exercisable, among others, by any officer or authority subordinate to the Central Government. Accordingly,some of the

functions were delegated by the Central Government to the respective State Governments. NHAI Actwas passed providing

for the constitution of an Authority for the development maintenance and management of NHand for matters connected

therewith or incidental thereto.

The Central Government appoints the Chairman and may also appoint not more than four part-time members. TheCentral

Government is empowered to vest in, or entrust to, NHAI such NH‘s or any stretch thereof, as are vested inthe

Government under section 4 of the NHAI Act. As per the provision of Act, the Central Government provides fundsto NHAI

for the discharge of its functions. Further to this, the fee collected by NHAI is on behalf of the Government,for services or

benefits rendered by it under section 7 of the NHAI Act.

• Statutory powers of the Government over NHAI

Under Section 11 of NHAI Act, the Central Government is empowered to vest or entrust any nationalhighway or stretch

thereof to NHAI by publishing a notification in the Official Gazette. On and from thedate of publication of the said

Notification all assets, rights or liabilities of the Central Government inrespect of the said national highway or stretch

thereof stands transferred to NHAI including but not limitedto all debts, contracts, capital expenditure, all sums of money

due to the Central Government, suits and anyother legal proceedings.

• Government as the lender

Section 17 empowers the Central Government to provide any capital that may be required by NHAI or payto NHAI by way

of loans or grants such sums of money as it may consider necessary for the efficientdischarge of the functions by

NHAI.Section 18 of NHAI Act provides for constitution of a fund namely the National Highways Authority ofIndia Fund

wherein any grant, aid, loan taken or borrowings made, any other sums received by NHAI shallbe credited in. The funds

are to be utilized for meeting inter-alia the expenses of NHAI on objects and forpurposes authorized by this Act.

Moreover, NHAI can raise funds through the floating of bonds, issue ofdebentures etc. only after an approval from the

Central Government is obtained. The approval in the presentissue of bonds has been obtained vide 108th

Meeting of the

Authority held on 5th

April 2016. The Government support to NHAI comesprimary in the form of yearly budgetary

allocations, cess collected by the GoI under the Central Road FundAct 2000 part of which is specially allocated for NH and

capital infusion in the form of loans.

• The Government as the regulator

All the NHs vests in the Union of India in terms of Section 4 of the NHAI Act. Under Section 11 of NHAIAct, the Central

Government is empowered to vest or entrust any NH or stretch thereof to NHAI bypublishing a notification in the Official

Gazette. NHAI Act under various sections confers the Central Government with powers to exercise control over the

functioning of NHAI by promulgamation of rulesmade thereunder. More specifically, NHAI Act stipulates that NHAI shall

remain bound by the directionsof the Central Government on questions of policy. The Central Government is further

empowered totemporarily divest NHAI from the management of any NH. The Central Government is further empowered

to supersede NHAI if it is of the opinion that NHAI is unable to discharge the functions and its duties, persistently defaults

in complying with any direction of the Central Government or if it so deemed necessary in this regard. The Central

Government is further empowered to make rules for giving effect tothe provisions of NHAI Act in certain matters which

include but are not limited to matters relating to manner in which NHAI may invest its funds, maintain its accounts etc.

31

8. CORPORATE STRUCTURE

(As on date of this Disclosure Document)

NHAI is an autonomous authority of the GoI under the MoRTH constituted on June 15, 1989 by an Act ofParliament titled-

The National Highways Authority of India Act, 1988 (NHAI Act).

32

9. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3 AUDITED YEARS

(Rs. in lacs)

Sr.

No.

Particulars FY 2014-15

(audited)

FY 2013-14

(audited)

FY 2012-13

(audited)

1. Capital 10,452,040.18 9,270,378.22 8,064,111.97

2. Reserves & Surplus 45.46 45.46 41,198.84

3. Capital Grants 1,366,901.41 1,367,346.44 1,367,489.82

4. Borrowings 2,489,285.59 2,406,780.68 1,860,322.92

5. Total Fixed Assets 14,083,894.32 12,309,439.31 10,647,001.46

6. Investments (at cost) 121,625.00 120,902.89 119,846.89

7. Current Assets, Loans & Advance 1,733,237.32 1,922,885.35 1,655,554.97

8. Current Liabilities & Provisions 1,630,484.00 1,308,676.75 1,089,279.78

9. Net Current Assets 102,753.32 614,208.60 566,275.20

10. Total Income 1,696.01 1,095.26 1,542.81

11. Total Expenditure 21,507.14 19,791.63 17,254.61

12. (Profit) / Loss for the Year 19,811.13 18,696.37 15,711.80

13. Surplus brought forward - - 41,198.84

14. Surplus carried to Balance Sheet - - 41,198.84

Please refer to Annexure-1 for the limited review financials as on March 31, 2016 and as on September 30, 2016.

10. GROSS DEBT EQUITY RATIO OF THE ISSUER (Rs. in lacs)

Particulars Pre-Issue*

(as on March 31, 2016)

Post-Issue*

of Bonds ofRs 5,02,000.00lacs

GROSS DEBT Gross Borrowings 56,39,010.00 61,41,010.00

SHAREHOLDERS’ FUNDS

Capital 1,25,51,457.89 1,25,51,457.89

Reserve & Surplus 748.68 748.68

Capital Grants 13,66,280.32 13,66,280.32

Net Worth 1,39,18,486.88 1,39,18,486.88

GROSS DEBT/ EQUITY RATIO

Gross Debt/ Equity Ratio 0.41 0.44

* after adding the proposed Taxable Bonds of Rs. 5,02,000.00lacsto thegross debt as on September 30, 2016.

11. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDINGOF NEW PROJECTS

The Issuer intends to deploy the proceeds of the issue towards part financing of the various projects being implemented

by it under the NHDP and other national highway projects as approved by the Government of India. In order to part

finance theprojected project cost, NHAI proposes to issue Taxable, Secured, Redeemable, Non-Convertible Bonds in the

nature of Debentures for an amount of Rs.5,020crore.The objects of NHAI as specified in NHAI Act permits it to undertake

its existing activities as well as the activitiesfor which the funds are being raised through the issue.

Further, in accordance with the SEBI Debt Regulations, the Issuershall not utilize the proceeds of the issue forproviding

loans to or acquisition of shares of any person who is part of the same group or who is under the samemanagement.

Further, the Issuer is a statutory authority and, as such, it does not have any identifiablegroup companiesorcompanies

under the same management though it does have shareholding interest in certain Special PurposeVehicles which are

engaged in area specific development of port roads.

33

VIII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION,

RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND

SUBSCRIBED) AND BORROWINGS

1. BRIEF BACKGROUND

NHAI is an autonomous organisation of the Government of India under the Ministry of Road Transport & Highways and

was constituted on June 15, 1989 by an Actof Parliament – The National Highways Authority of India Act, 1988, and was

made operational in February, 1995 with the appointment of full time Chairmanand other Members. NHAI has an all India

presence through its different offices (Regional Offices/Project implementation Units/Corridor Management Units) in

different cities. The functioning of NHAI is thus governed byNHAI Act and rules, and regulations framed thereunder. It

succeeds the previous Ministry of Surface Transport.

2. CHANGE IN HEAD OFFICE

On September 21, 2000, the Head Office of NHAI was shifted from 1, Eastern Avenue, Maharani Bagh, New Delhi - 110

065 to G - 5 & 6, Sector-10, Dwarka, New Delhi - 110 075 for administrative and operational efficiency.

3. VISION

To meet the nation‘s need for the provision and maintenance of National Highways network to global standards andto

meet user‘s expectations in the most time bound and cost effective manner, within the strategic policy frameworkset by

the GoI and thus promote economic well-being and quality of life of the people. The long term vision ofNHAI is to meet

the challenges of developing the Nation by providing an unparalleled network of physicalconnectivity bothto the common

man as well as to the commercial transportation and for other heavy industrial use.This commitment results in a greater

public good and NHAI is a means for achieving that public good for Indian industry as well as the common people at the

grassroots level.

4. MAIN OBJECTS

The main objects of NHAI are provided in the NHAI Act as per which NHAI is responsible for the

development,maintenance and management of National Highways entrusted to it, by the GoI and for matters connected

orincidental thereto. NHAI was constituted to survey, develop, maintain and manage National Highways and inter aliato

construct offices or workshops, to establish and maintain hotels, restaurants and rest rooms at or near thehighways

vested in or entrusted to it, to regulate and control plying of vehicles, to develop and promote consultancyand

construction services and to collect fees for services and benefits rendered in accordance with NHAI Act.

5. MAJOR EVENTS

Year Event

1989 Establishment of NHAI

1995 NHAI became fully operational

1998 NHDP conceptualised

Incorporation of Moradabad Toll Road Limited

2000

Government approval obtained from CCEA for NHDP Phase – I

Incorporation of Calcutta-Haldia Port Road Company Limited.

Incorporation of Mumbai-JNPT Port Road Company Limited.

Incorporation of Mormugao Port Road Company Limited.

Incorporation of Vishakhapatnam Port Road Company Limited.

Incorporation of Ahmedabad-Vadodara Expressway Company Limited.

Incorporation of Chennai-Ennore Port Road Company Limited.

2003 Government approval obtained from CCEA for NHDP Phase -II

34

2004 Incorporation of Cochin Port Road Company Limited.

Incorporation of Tuticorin Port Road Company Limited.

Incorporation of Paradip Port Road Company Limited.

Incorporation of New Manglore Port Road Company Limited.

2005 Government approval obtained from CCEA NHDP Phase -III

Government approval obtained from CCEA for NHDP Phase -V

2006 Government approval obtained from CCEA for NHDP Phase – IV

Government approval obtained from CCEA for NHDP Phase – VII

2007 Government approval obtained from CCEA for NHDP Phase – VI

2009 Government approval for revised strategy for implementation of NHDP – based on B. K. Chaturvedi

Committee Report

2012 Successfully raised the first public issue of tax free bonds u/s 10 (15) (iv) (h) of Income Tax Act,

1961 aggregating to Rs. 10,000 crores that was oversubscribed by over 2 times

2014 Successfully raised Rs. 5,000 crores vide tax free bonds.

2016 Successfully raised Rs. 19,000 crores vide tax free bonds.

6. HOLDING COMPANY

NHAI does not have any holding company.

7. THE PROMOTER

Under Entry 23 of the Union List of the Seventh Schedule to the Constitution of India the development andmaintenance of

National Highways is vested in Central Government. Further, Section 5 of NHAI Act provides thatthe Central Government

may direct that any function in relation to the development or maintenance of NationalHighways shall also be exercisable

among other by any officer or authority subordinate to the CentralGovernment.

In exercise of the above powers vested in the Central Government vide Entry 23 of the Union List of the SeventhSchedule

to the Constitution of India and under Section 5 of the NHAI Act, the President of India gave his assent toThe National

Highways Authority of India Bill, 1988 which was passed by both the Houses of Parliament onDecember 16, 1988.

Accordingly National Highways Authority of India was established on June 15, 1989 as anautonomous body under the

Ministry of Road Transport and Highways, Government of India.

35

8. SUBSIDIARIES/ JOINT VENTURE COMPANIES

Sr. No. Name of the company

%age

shareholding

of NHAI in

the company

%age shareholding of other co-ventures

Share Capital of

the company (Rs.

in lakhs)

1. Ahmedabad-Vadodara

Expressway Company

Limited

100 None None 31285

2. Mumbai-JNPT Port

Road Company Limited

67.04 26.91 Jawaharlal Nehru Port Trust 14866.00

6.05 The City and Industrial Development

Corporation of Maharashtra Ltd.

3. Mormugao Port Road

Company Limited

69.82 30.18 Mormugao Port Trust 6230.180

4. Vishakhapatnam Port


50.13 49.87 Vishakhapatnam Port Trust 3730.00

5. Calcatta-Haldia Port


100 - None 15660.00

6. Chennai-Ennore Port


40.69 40.69 Chennai Port Trust 34360.00

8.73 Government of Tamil Nadu

9.90 Kamarajar Port Ltd

7. Cochin Port Road

Company Limited

100 NIL None 5790.00

8. Tuticorin Port Road

Company Limited

79.79 20.21 V.O. Chidambaranar Port Trust 12370.00

9. Paradip Port Road

Company Limited

78.95 21.05 Paradip Port Trust 19000.00

10. Mew Managalore Port


83.43 16.57 New Mangalore Port Trust 11861.00

11. Moradabad Toll Road

Company Limited

100 NIL None 3000.00

12. Indian Highways

Management Company

Limited

41.38 3.06 IRB Infrastructure Developers Limited 1812.42

0.03 Abhijeet Roads Limited

3.06 PNC Infratech Limited

3.06 Essel Infraprojects Limited

3007 ShapoorjiPallonji Roads Private

Limited

0.03 IL&FS Transportation Networks

Limited

0.03 Gammon Road Infrastructure Limited

3.06 L& T Infrastructure Development

Projects Ltd

3.07 Sadbhav Engineering Limited

3.06 Oriental Structural Engineering

Limited

3.06 GMR Highways Limited

3.06 Reliance Infrastructure Limited

8.28 ICICI Bank Limited

8.28 Axis Bank Limited

8.28 L & T Finance Limited

3.06 Ashoka Concessions Limited

3.06 Dinesh Chandra R Agarwal Infracon

Pvt Ltd

36

9. CAPITAL STRUCTURE(AS ON MARCH 31, 2016)

NHAI has not issued any shares against capital and capital grants invested by GoI (in pursuance of NHAI Act). The capital of

NHAI as on March 31, 2016, is set forth below:

Particulars Amount

(Rs. in lakhs)

i) Capital u/s 12(i)(b) - Commencing Capital

ii) Capital u/s 17

a) Capital Base 80,100.00

b) Cess Fund (up to March 31, 2016) 75,74,270.00

Add:

Cess fund received during Financial Year 2015-16(up toMarch 31, 2016)

15,42,000.00.00

c) Additional Budgetary Support (NHDP and others) 8,18,352.00

d) Capital – Net off toll collection, negative grant etc. 6,18,355.88

e) Plough back of Toll Remittance, etc. w.e.f. 01.04.2010 22,81,089.00

Less:

1) Expenditure on Toll Collection Activities (up to w.e.f. from April 1, 2010)

(62,857.09)

2) (Excess)/Surplus of Expenditure on Maintenance of Highways over Maintenance

Grant Received (w.e.f. April 1, 2010).

(2,89,122.95)

3) Plough Back of toll to SPVs (10,728.96)

Sub-Total 1,24,71,357.89

Total 1,25,51,457.89

10. CAPITAL HISTORY(AS ON MARCH 31, 2016)

a) CAPITAL BASE BUILD-UP

S. No. Date Investor Amount

(Rs. in lacs)

Cumulative Amount

(Rs. in lacs)

1. December 18, 1996 MoRTH, GoI 5,000.00 5,000.00

2. February 10, 1997 MoRTH, GoI 10,000.00 15,000.00

3. March 12, 1997 MoRTH, GoI 5,000.00 20,000.00


5. March 17, 1999 MoRTH, GoI 10,100.00 59,100.00


7. October 28, 2004 MoRTH, GoI 500.00 75,600.00

8. March 31, 2005 MoRTH, GoI 4,500.00 80,100.00

b) CESSFUND BUILD-UP


(Rs. in lacs)

Cumulative Amount

(Rs. in lacs)

1 March 14, 2000 MoRTH, GoI 1,03,200.00 1,03,200.00

2 August 1, 2000 MoRTH, GoI 1,80,000.00 2,83,200.00

3 September 20, 2001 MoRTH, GoI 1,00,000.00 3,83,200.00

4 December 27, 2001 MoRTH, GoI 50,000.00 4,33,200.00

5 March 28, 2002 MoRTH, GoI 60,000.00 4,93,200.00

6 July 9, 2002 MoRTH, GoI 50,000.00 5,43,200.00

7 September 11, 2002 MoRTH, GoI 50,000.00 5,93,200.00

8 March 27, 2003 MoRTH, GoI 1,00,000.00 6,93,200.00

9 November 28, 2003 MoRTH, GoI 1,49,475.00 8,42,675.00

10 February 23, 2004 MoRTH, GoI 49,825.00 8,92,500.00

11 August 30, 2004 MoRTH, GoI 92,400.00 9,84,900.00

37

12 March 23, 2005 MoRTH, GoI 46,200.00 10,31,100.00

13 March 31, 2005 MoRTH, GoI 46,200.00 10,77,300.00

14 June 22, 2005 MoRTH, GoI 80,000.00 11,57,300.00


16 November 22, 2005 MoRTH, GoI 80,000.00 13,17,300.00

17 December 30, 2005 MoRTH, GoI 86,974.00 14,04,274.00

18 June 27, 2006 MoRTH, GoI 80,000.00 14,84,274.00

19 August 11, 2006 MoRTH, GoI 80,000.00 15,64,274.00


21 December 27, 2006 MoRTH, GoI 2,60,000.00 19,84,274.00

22 March 19, 2007 MoRTH, GoI 60,745.00 20,45,019.00

23 June 29, 2007 MoRTH, GoI 1,63,526.00 22,08,545.00

24 October 12, 2007 MoRTH, GoI 1,63,525.00 23,72,070.00


26 March 27, 2008 MoRTH, GoI 1,63,530.00 26,99,125.00

27 July 10, 2008 MoRTH, GoI 1,74,312.00 28,73,437.00



30 March 25, 2009 MoRTH, GoI 1,74,311.00 33,96,372.00

31 June 30, 2009 MoRTH, GoI 1,99,435.00 35,95,807.00


33 January 27, 2010 MoRTH, GoI 2,14,461.00 40,39,755.00

34 March 30, 2010 MoRTH, GoI 97,087.00 41,36,842.00

35 June 29, 2010 MoRTH, GoI 1,96,200.00 43,33,042.00



38 March 30, 2011 MoRTH, GoI 2,55,469.00 49,80,936.00

39 June 27, 2011 MoRTH, GoI 2,06,200.00 51,87,136.00

40

September 28, 2011 &

December 27, 2011 MoRTH, GoI 4,12,500.00 55,99,536.00

41 May 18,.2012, June 08, 2012

&October 10, 2012

MoRTH, GoI 6,00,300.00 61,99,936.00

42 April 24, 2012 MoRTH, GoI 1,03,150.00 57,02,786.00

43 May 29, 2012 MoRTH, GoI 1,03,150.00 58,05,936.00


45 July 5, 2013 MoRTH, GoI 1,71,436.00 63,71,372.00



48 February 04, 2014 MoRTH, GoI 1,71,437.00 68,85,681.00



51 May 20, 2015 MoRTH, GoI 4,60,500.00 80,34,770.00

52 July 23, 2015 MoRTH, GoI 4,60,500.00 84,95,270.00


54 December 28, 2015 MoRTH GoI 16,05,00.00 91,16,270.00

c) ADDITIONAL BUDGETARY SUPPORT (NHDP) BUILD-UP


(Rs. in lacs)

Cumulative Amount

(Rs. in lacs)

1 June 22, 2005 MoRTH, GoI 35,000.00 35,000.00

2 September 28, 2005 MoRTH, GoI 35,000.00 70,000.00

3 June 27, 2006 MoRTH, GoI 1,250.00 71,250.00

4 August 11, 2006 MoRTH, GoI 1,250.00 72,500.00

5 November 22, 2006 MoRTH, GoI 2,500.00 75,000.00

6 March 19, 2007 MoRTH, GoI 6,000.00 81,000.00

7 April 24, 2007 MoRTH, GoI 4,416.00 85,416.00

38

8 May 28, 2007 MoRTH, GoI 22,084.00 1,07,500.00

9 April 7, 2008 MoRTH, GoI 3,500.00 1,11,000.00

10 October 30, 2008 MoRTH, GoI 12,400.00 1,23,400.00

11 April 6, 2009 MoRTH, GoI 6,667.00 1,30,067.00


13 May 6, 2010 MoRTH, GoI 5,500.00 1,48,900.00

14 May 14, 2010 MoRTH, GoI 22,800.00 1,71,700.00

15 January 31, 2011 MoRTH, GoI 16,980.00 1,88,680.00

16 March 29, 2011 MoRTH, GoI 39,020.00 2,27,700.00

17 May 16, 2011 MoRTH, GoI 57,001.00 3,69,168.00

18 March 16, 2012 MoRTH, GoI 19,063.00 3,88,231.00

19 March 29, 2012 MoRTH, GoI 45,157.00 4,33,388.00

20 April 25, 2012 MoRTH, GoI 9,167.00 4,42,555.00

21 June 08, 2012 MoRTH, GoI 45,833.00 4,88,388.00

22 February 18, 2013 MoRTH, GoI 1,15,954.00 6,04,342.00

23 March 26, 2013 MoRTH, GoI 24,885.00 6,29,227.00

24 March 26, 2013 MoRTH, GoI 7058.00 6,36,285.00

25 May 08, 2013 MoRTH, GoI 10,000.00 6,46,285.00

26 June 27, 2013 MoRTH, GoI 40,000.00 6,86,285.00



29 March 31, 2015 MoRTH, GoI 60,000.00 7,81,325.00

d) ADDITIONAL BUDGETARY SUPPORT (OTHERS) BUILD-UP


(Rs. in lacs)

Cumulative Amount

(Rs. in lacs)

1 June 7, 2005 MoRTH, GoI 9,000.00 9,000.00

2 April 12, 2006 MoRTH, GoI 15,000.00 24,000.00

3 March 7, 2007 MoRTH, GoI 1,350.00 25,350.00

4 March 14, 2007 MoRTH, GoI 29,400.00 54,750.00

5 March 26, 2007 MoRTH, GoI 317.00 55,067.00

6 March 26, 2008 MoRTH, GoI 29,400.00 84,467.00

7 May 12, 2011 MoRTH, GoI 3000.00 87,467.00

8 May 16, 2011 MoRTH, GoI 57,001.00 1,44,468.00

9 May 20, 2011 MoRTH, GoI 3000.00 1,47,468.00

10 February 6, 2012 MoRTH, GoI 6200.00 1,53,668.00

11 March 20, 2012 MoRTH, GoI 19063.00 1,72,731.00

12 March 31, 2012 MoRTH, GoI 45499.00 2,18,230.00

13 May 18, 2012 MoRTH, GoI 9167.00 2,27,397.00

14 June 18, 2012 MoRTH, GoI 1667.00 2,29,064.00

15 June 21, 2012 MoRTH, GoI 8333.00 2,37,397.00

16 June 23, 2012 MoRTH, GoI 45833.00 2,83,230.00

17 December 31, 2012 MoRTH, GoI 24356.00 3,07,586.00

18 March 31, 2013 MoRTH, GoI 123434.00 4,31,020.00

19 May 29, 2013 MoRTH, GoI 10000.00 4,41,020.00

20 June 30, 2013 MoRTH, GoI 40000.00 4,81,020.00

21 March 31, 2016 MoRTH GoI 37027.00 5,18,047.00

22 May 18, 2016 MoRTH GoI 1000.00 5,19,047.00

39

e) ADDITIONAL BUDGETARY SUPPORT (PLOUGH BACK OF TOLL REMITTANCE, ETC.) BUILD-UP

S. No. Date* Investor Amount Cumulative Amount

1 November 18, 2010 MoRTH, GoI 38,597.00 38,597.00

2 December 30, 2010 MoRTH, GoI 58,367.00 96,964.00

3 March 14, 2011 MoRTH, GoI 58,898.00 1,55,862.00

4 March 31, 2011 MoRTH, GoI 6,438.00 1,62,300.00

5. July 18, 2011 MoRTH, GoI 59,078.00 2,21,378.00

6. July 29, 2011 MoRTH, GoI 74,026.00 2,95,404.00

7. December 20, 2011 MoRTH, GoI 70,764.00 3,66,168.00

8. March 27, 2012 MoRTH, GoI 65,421.00 4,31,589.00

9. November 08, 2012 MoRTH, GoI 1,77,700.00 6,09,289.00

10. June 26, 2013 MoRTH, GoI 1,19,250.00 7,28,539.00

11. September 24, 2013 MoRTH, GoI 1,19,250.00 8,47,789.00



14 July 23, 2014 MoRTH, GoI 1,36,200.00 12,22,489.00




18 May 25, 2015 MoRTH, GoI 1,62,500.00 17,93,589.00

19 July 30, 2015 MoRTH, GoI 1,62,500.00 19,56,089.00



22 May 17, 2016 MoRTH GoI 1,25,000.00 24,06,089.00

40

11. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST1 YEAR

None

12. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THELAST 1 YEAR

None

13. DISCLOSURES PERTAINING TO WILFUL DEFAULT

None

14. SHAREHOLDING PATTERN OF THE ISSUER (as on September 30, 2016)

NHAI is an autonomous body constituted by an act of Parliament - The National Highways Authority of India Act, 1988,

under the Ministry of Road Transport & Highways, Government of India. NHAI has not issued any shares against capital

and capital grants invested by Government of India (in pursuance of NHAI Act). The entire capital base of NHAI is

contributed by the Ministry of Road Transport & Highways, Government of India and as such, 100% shareholding in NHAI

is held by the Government of India.The promoters have not pledged or encumbered by their shareholding in the Issuer.

15. TOP 10 EQUITY SHARE HOLDERS OF THE ISSUER (as on September 30, 2016)

NHAI is an entity constituted under the NHAI Act and therefore does not have any equity shares.

16. PROMOTER HOLDING IN THE ISSUER(as on September 30, 2016)

The entire capital base of NHAI is contributed by the Ministry of Road Transport & Highways, Government of India and as

such, 100% capital in NHAI is held by the Government of India.

17. BORROWINGS OF THE ISSUER(as on September 30, 2016)

A) DEBT OUTSTANDING

As on September 30, 2016, we had outstanding secured borrowings of approximately Rs. 55,69,755.00lakhs and

unsecured borrowings of Rs.69,255.00 lakhs.

Secured Borrowing

Bonds Outstanding as on September 30, 2016 Issued by the Authority:

Set forth below is a brief summary of our significant outstanding bonds as on September 30, 2016 together with a brief

description of certain significant terms of such financing arrangements.

(i) SECURED BORROWINGS

a) Bonds issued by NHAI

Capital gains tax exemption bonds under Section 54EC of the Income Tax Act.

Set forth below is a brief summary of our outstanding capital gains tax exemption bonds issued under Section 54EC of the

IT Act as on September 30, 2016, together with a brief description of certain significant terms of such financing

arrangements. These bonds are not listed on any stock exchange. The bonds are secured by mortgage over NHAI’s

immovable property, located in Gujarat, or such other immovable property that may be agreed between NHAI and the

Trustees for the bondholders ranking pari-passu with the mortgages created and/or to be created on the said property for

securing bonds or any other instrument.

41

Sl.

No.

Debenture

Series

Tenor/Period

of Maturity

Coupon Total

Value of

Outstandi

ng Bonds

(in lakhs

Rs.)

Date of

Allotment

Redemptio

n Date/

Schedule

Credit Rating Trustee

1. NHAI Bonds Series -XIV

(2013-14)

3 years from the Deemed of Date Allotment

6.00% payable annually

2,274,19.20

On Tap basis

Bullet, at the time of maturity i.e. 3 years

“AAA/Stable” by CRISIL and “AAA(ind)/(Assigned)” by India Rating & Research (Fitch Group)

Syndicate Bank

2. NHAI Bonds Series -XV

(2014-15)

3 years from the Deemed Date of Allotment


3,34,340.40

On Tap basis


“IND AAA” by IRRPL and “”[ICRA] AAA” (Assigned) by ICRA

Syndicate Bank

3. NHAI Bonds Series -XVI

(2015-16)



428117.00 On Tap basis


“IND AAA” (Assigned) byIRRPL

IL&FS Trustee Company Limited

4. NHAI Bonds Series -XVII

(2016-17)



247108.90

Updated till 30 Sep 16

On Tap basis


CRISIL AAA SBICAP Trustee Company Limited

Tax Free Bonds issued under Section 10(15)(iv)(h) of the Income Tax Act.

Set forth below is a brief summary of our outstanding Tax Free Bonds issued under Section 10(15)(iv)(h) of the Income Tax Act,

together with a brief description of certain significant terms. The bonds are secured by way ofpari-passu mortgage over the

property of NHAI situated at Ahmedabad along with fixed assets of NHAI, being highway projects comprising of all

superstructures constructed on national highways except those under Surat-Manor Tollways Project, in favor of SBICAP Trustee

Company Limited.

Sl.

No.

Debenture

Series

Tenor/Period of

Maturity

Coupon Amount

(in lakh

Rs. )

Date of

Allotment

Redemption

Date/

Schedule

Credit Rating

1. Tax free secured

redeemable non –convertible bonds, in the nature of debentures.

(2011-12)

10 years from deemed date of allotment


6,71,408.12

January 25, 2012

January 25, 2022

CRISILAAA/ Stable by CRISIL

“CARE AAA” by

CARE

"Fitch AAA(ind) with Stable Outlook” by FITCH

15 years from Deemed Date of Allotment


3,28,591.88

January 25, 2012

January 25, 2027

2. Tax free secured

Redeemable non –convertible bonds, in the nature of

10 years from deemed date of allotment (Private Placement)


45,200.00 November 25, 2013

November 25, 2023

“CRISIL AAA/Stable” by CRISIL,“CARE AAA” by

CARE"Fitch AAA(ind) with Stable Outlook” by FITCH

15 years from Deemed Date of Allotment (Private Placement)


84,960.00 November 25, 2013

November 25, 2028

42

Sl.

No.

Debenture

Series

Tenor/Period of

Maturity

Coupon Amount

(in lakh

Rs. )

Date of

Allotment

Redemption

Date/

Schedule

Credit Rating

debentures.**

(2013-14)


Public –Retail


30,132.21 February 5, 2014

February 5, 2024

“CRISIL AAA/Stable” by CRISIL,“CARE AAA” by

CARE, “BWR AAA with Stable Outlook” by BRICKWORK

Public – Others


47,524.71 February 5, 2014

February 5, 2024


Public –Retail


1,18,980.75

February 5, 2014

February 5, 2029

Public – Others


1,73,202.33

February 5, 2014

February 5, 2029

3.

Tax free secured

Redeemable non –convertible bonds, in the nature of debentures.**

(2015-16)



54,900.00 September 18, 2015

September 18, 2025

AAAby CRISIL, AAA by

CARE AAA by India

Ratings

AAA by ICRA



3,32,300.00

September 18, 2015

September 18, 2031


CARE AAA by India

Ratings

AAA by ICRA


Public –Retail


65,576.03 January 11, 2016

January 11,

2026


CARE AAA by India

Ratings

AAA by ICRA


Public –Others


68,640.24 January 11, 2016

January 11,

2026


CARE AAA by India

Ratings

AAA by ICRA


Public –Retail


2,67,526.27

January 11, 2016

January 11,

2031


CARE AAA by India

Ratings

AAA by ICRA


Public –Others


5,98,257.46

January 11, 2016

January 11,

2031


CARE AAA by India

Ratings

AAA by ICRA



45,500.00 February 18, 2016

February 18,

2026


CARE AAA by India

Ratings

AAA by ICRA



1,37,300.00

February 18, 2016

February 18,

2031


CARE AAA by India

Ratings

AAA by ICRA


Public –Retail


19,233.40 March 9, 2016 March 9, 2026 AAAby CRISIL, AAA by

CARE AAA by India

Ratings

AAA by ICRA


Public –Others


97,88.07 March 9, 2016 March 9, 2026 AAAby CRISIL, AAA by

CARE AAA by India

Ratings

AAA by ICRA

15 years from deemed date of

Public –Retail


1,12,766.60

March 9, 2016 March 9, 2031 AAAby CRISIL, AAA by

CARE AAA by India

Ratings

AAA by ICRA

43

Sl.

No.

Debenture

Series

Tenor/Period of

Maturity

Coupon Amount

(in lakh

Rs. )

Date of

Allotment

Redemption

Date/

Schedule

Credit Rating

allotment


Public –Others


1,88,211.93

March 9, 2016 March 9, 2031 AAAby CRISIL, AAA by

CARE AAA by India

Ratings

AAA by ICRA

4. Taxable secured

Redeemable non –convertible bonds, in the nature of debentures**



5,00,000.00

August 3,

2016

August 3,

2041


CARE AAA by India

Ratings

AAA by ICRA

5. Taxable secured

Redeemable non –convertible bonds, in the nature of debentures**



5,00,000.00

September 1,

2016

August 30,

2041


CARE AAA by India

Ratings

AAA by ICRA

(ii) UNSECURED BORROWINGS

National Highways Authority of India has secured loan from ADB vide a Loan Agreement dated October 5, 2000 for an

amount of $180,000,000. However the total loan availed is $149,749,847.25. The loan is secured by the Government of

India vide guarantee agreement dated October 5, 2000.The objective for availing the loan was to remove capacity

constraints and improve road safety of critical section of the Western Transport corridor connecting Delhi to Mumbai

(Surat- Manor Tollway Project).

S.

No

.

Name of the

Bank

Type of

Facility

Loan

Documentation

Interest/Coupon Rate Repayment Facility/Amo

unt

Sanctioned/A

vailed

Outstandin

g Amount

as on Sep

30, 2016(in

Rs. lakhs)

1. Asian

Development

Bank

Term

Loan

Loan Agreement

dated October

5, 2000

Based on the cost to

the bank of such

currency or currencies

plus a spread, both as

reasonably determine

by the bank from time

to time.

Principal Payment

Half Yearly on

January 1 and July

1.

$149,749,847

.25

69,255.00

44

B) Terms of Assets charged as Security

Principal terms of issue in brief Details of assets charged as security

Debt Facility Tax Free Bonds (10 years) Secured by a legal mortgage over NHAI’s immovable

property situated at Ahmedabad, Gujarat,alongwith first

charge on fixed assets of NHAI (as reflected in the Balance

Sheet for the financial year ended March 31, 2011), being

highway projects comprising of all superstructure including

highway lightings, road barriers and dividers, bridges,

culverts and all other super structures constructed on

national highways except those under the Surat-Manor

Tollway Project entrusted to NHAI

Amount Rs. 6,71,408.12lacs

Raised in Financial Year 2011-2012

Credit Rating “AAA/Stable” by CRISIL, “AAA” by

CARE and “AAA(ind) with Stable

Outlook” by FITCH

Coupon Rate 8.20% p.a.

Interest Payment Annual

Maturing in Financial Year 2021-22

Bond Trustee SBICAP Trustee Company Limited










Amount Rs. 3,28,591.88 lacs




Outlook” by FITCH





Debt Facility Bond Series XIV Secured by a legal mortgage over NHAI’s immovable

property located at Ahmedabad, Gujarat ranking paripassu

with the mortgage(s) created and/ or to be created on the

said property for securing the bonds or any other

instruments

Amount Rs. 160198.90 lacs


Credit Rating ‘AAA/Stable’ by CRISIL and

‘IND AAA by India Rating




Bond Trustee Syndicate Bank

Debt Facility Bond Series XV Secured by a legal mortgage over NHAI’s immovable




instruments



Credit Rating ‘IndAAA(ind)’ by India Rating &AAA

by ICRA




Bond Trustee Syndicate Bank










Amount Rs. 45,200.00 lacs



CARE and “and BWR AAA by

Brickwork






45

Amount Rs. 84,960.00 lacs property situated at Ahmedabad, Gujarat,alongwith first









Credit Rating ““AAA/Stable” by CRISIL, “AAA” by


Brickwork
















Credit Rating AAA/Stable” by CRISIL, “AAA” by


Brickwork

Coupon Rate 8.27% p.a. (others); 8.52% p.a. (retail)

















Outlook” by FITCH





Debt Facility Bond Series XVI

Secured by a legal mortgage over NHAI’s immovable




instruments



Credit Rating ‘IND AAA by IRRPL




Bond Trustee IL& FS Trustee Co. Limited

Debt Facility Tax Free Bonds (10 years) (Private

Placement)



charge on fixed assets of NHAI, being highway projects

comprising of all superstructure including highway

lightings, road barriers and dividers, bridges, culverts and

all other super structures constructed on national highways

except those under the Surat-Manor Tollway Project

entrusted to NHAI



Credit Rating ““IND AAA” by IRRPL, “CARE AAA” by

CARE, "[ICRA] AAA” by ICRA “CRISIL

AAA/Stable” by CRISIL

Coupon Rate 7.11%



46



Placement)








entrusted to NHAI

Amount Rs. 332300.00lacs


Credit Rating IND AAA” by IRRPL, “CARE AAA” by







Debt Facility Tax Free Bonds (10 years) (Public

Issue)



charge on fixed assets of NHAI being highway projects





entrusted to NHAI

Amount Retail Rs. 65576.03 lacs

Non Retail 68640.24lacs









Debt Facility Tax Free Bonds (15 years)

(Public Issue)











Non retail Rs. 598257.46lacs









47


Placement)








entrusted to NHAI



Credit Rating ““IND AAA” by IRRPL, “CARE AAA” by



Coupon Rate 7.02%





Placement)








entrusted to NHAI










Debt Facility Tax Free Bonds (10 years) (Public

Issue)



charge on fixed assets of NHAI being highway projects





entrusted to NHAI


Non Retail 9788.07 lacs









Debt Facility Tax Free Bonds (15 years)

(Public Issue)




48








Non retail Rs. 188211.93 lacs









Debt Facility Bond Series XVII

(uptoSeptember 30, 2016)





instruments



Credit Rating “IND AAA” (Assigned) by IRRPL





49

C) NON-CONVERTIBLE BONDS/ DEBENTURES

Bond Type Deemed

Date of

Allotment

Tenure

(Months)

Coupon

Rate

(% p.a.)

Amount

Outstanding

(Rs. in lacs)

Repayment

Date

Credit Rating

Secured/

Unsecured

Tax Free

Bonds

(10 years)

25.01.2012 120 8.20 6,71,408.12 25.01.2022 “AAA/Stable” by

CRISIL, “AAA” by

CARE and

“AAA(ind) with

Stable Outlook” by

FITCH

Secured**

Tax Free

Bonds

(15 years)

25.01.2012 180 8.30 3,28,591.88 25.01.2027 “AAA/Stable” by


CARE and

“AAA(ind) with


FITCH

Secured**

NHAI 54EC

Bonds (Tr-

XIV)

Last date of

each month

during April

2013 to

March 2014

36 6.00 1,60,198.90 Last date of

each month

during April

2016 to

March 2017

‘AAA/Stable’ by

CRISIL and

‘AAA(ind)’ by FITCH

Secured*

Tax Free

Bonds

(10 years)

(Private

Placement)

25.11.2013 120 8.35 45,200.00 22.11.2023 “AAA/Stable” by


CARE and

“AAA(ind) with


FITCH

Secured***

Tax Free

Bonds

(15 years)

(Private

Placement)

25.11.2013 180 8.48 84,960.00 22.11.2028 “AAA/Stable” by


CARE and

“AAA(ind) with


FITCH

Secured***

NHAI 54EC

Bonds (Tr-

XV)

Last date of

each month

during April

2014 to

March 2015

36 6.00 3,34,340.40 Last date of

each month

during April

2017 to

March 2018

‘‘IND AAA)’ by India

Rating & AAA by

ICRA

Secured*

Tax Free

Bonds

(10 years)

February 5,

2014

120 8.27

(others);

8.52

(retail)

7,76,56.92 05.02.2024 “AAA/Stable” by


CARE and

“AAA(ind) with


FITCH

Secured***

Tax Free

Bonds

(15 years)

February 5,

2014

180 8.50

(others);

8.75

(retail)

05.02.2029 “AAA/Stable” by


CARE and

“AAA(ind) with


FITCH

Secured***

50

NHAI 54EC

Bonds (Tr-

XVI)

Last date of

each month

during April

2015 to

March 2016

36 6.00 4,28,117.00 Last date of

each month

during April

2018 to

March 2019

“IND AAA” by India

Ratings

Secured*

Tax Free

Bonds

(10 years)

(Private

Placement)

18.09.2015 120 7.11 5,49,00.00 18.09.2025 AAAby CRISIL, AAA

by CARE AAA by

India Ratings

AAA by ICRA

Secured^

Tax Free

Bonds

(15 years)

(Private

Placement)

18.09.2015 180 7.28 3,32,300.00 18.09.2030 AAAby CRISIL, AAA

by CARE AAA by

India Ratings

AAA by ICRA

Secured^

Tax Free

Bonds

(10 years)

11.01.2016 120 7.14

(others);

7.39

(retail)

1,34,216.27 11.01.2026 AAAby CRISIL, AAA

by CARE AAA by

India Ratings

AAA by ICRA

Secured^

Tax Free

Bonds

(15 years)

11.01.2016 180 7.35

(others);

7.60

(retail)

8,65,783.73 11.01.2031 AAAby CRISIL, AAA

by CARE AAA by

India Ratings

AAA by ICRA

Secured^

Tax Free

Bonds

(10 years)

(Private

Placement)

18.02.2016 120 7.02 4,55,00.00 18.02.2026 AAAby CRISIL, AAA

by CARE AAA by

India Ratings

AAA by ICRA

Secured^

Tax Free

Bonds

(15 years)

(Private

Placement)

18.02.2016 180 7.39 1,37,300.00 18.02.2031 AAAby CRISIL, AAA

by CARE AAA by

India Ratings

AAA by ICRA

Secured^

Tax Free

Bonds

(10 years)

09.03.2016 120 7.04

(others);

7.29

(retail)

290,21.47 09.03.2026 AAAby CRISIL, AAA

by CARE AAA by

India Ratings

AAA by ICRA

Secured^

Tax Free

Bonds

(15 years)

09.03.2016 180 7.39

(others);

7.69

(retail)

3,00,978.53 09.03.2031 AAAby CRISIL, AAA

by CARE AAA by

India Ratings

AAA by ICRA

Secured^

NHAI 54EC

Bonds (Tr-

XVII) up to

30.09.2016

Last date of

each month

during April

2016 to

March 2017

36 6.00 2,47,108.90 Last date of

each month

during April

2019 to

March 2020

“CRISIL AAA” by

India Ratings

Secured*

Taxable

Bonds

(25 years)

03.08.2016 300 8.03% 5,00,000.00 03.08.2041 AAAby CRISIL, AAA

by CARE AAA by

India Ratings

AAA by ICRA

Secured^

Taxable

Bonds

(25 years)

01.09.2016 300 7.68% 5,00,000.00 30.08.2041 AAAby CRISIL, AAA

by CARE AAA by

India Ratings

AAA by ICRA

Secured^

51

* The bonds are secured by a legal mortgage over NHAI’s immovable property located at Ahmedabad, Gujarat ranking

paripassu with the mortgage(s) created and/ or to be created on the said property for securing the bonds or any other

instruments.

** The bonds are secured by a legal mortgage over NHAI’s immovable property situated at Ahmedabad, Gujarat,alongwith

first charge on fixed assets of NHAI (as reflected in the Balance Sheet for the financial year ended March 31, 2011), being

highway projects comprising of all superstructure including highway lightings, road barriers and dividers, bridges, culverts

and all other super structures constructed on national highways except those under the Surat-Manor Tollway Project

entrusted to NHAI.

*** The bonds are secured by a legal mortgage over NHAI’s immovable property situated at Ahmedabad,

Gujarat,alongwith first charge on fixed assets of NHAI (as reflected in the Balance Sheet for the financial year ended March

31, 2013), being highway projects comprising of all superstructure including highway lightings, road barriers and dividers,

bridges, culverts and all other super structures constructed on national highways except those under the Surat-Manor

Tollway Project entrusted to NHAI.

^The bonds are secured by a legal Mortgage over the property of NHAI situated at Ahmedabad along with fixed assets of

NHAI, being highway projects comprising of all superstructures including highway lightings, road barriers and dividers,


Tollway Project entrusted to NHAI with a minimum security cover of one time of the aggregate face value amount of

Bonds outstanding at all times.

52

d) TOP 10 BONDHOLDERS OF THE ISSUER* (as on date of September30, 2016)

S.No. Name of the Bondholder Value

1 CBT - EPF 100,000,000,000.00

2 THE HONGKONG AND SHANGHAI BANKING CORP.LTD. 19,849,029,000.00

3 WIPRO LIMITED 15,764,188,000.00

4 STATE BANK OF INDIA 14,960,844,000.00

5 IDFC BANK LIMITED 9,152,079,000.00

6 ITC LIMITED 6,428,490,000.00

7 UNION BANK OF INDIA 4,864,306,000.00

8 INFOSYS LIMITED 4,571,396,000.00

9 AXIS BANK LIMITED 4,500,813,000.00

10 RELIANCE INDUSTRIES LIMITED 3,944,752,000.00

* Top 10 holders’ of bonds have been shown on a cumulative basis for alloutstanding bonds.

53

18. AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF VARIOUS COUNTER PARTIES

INCLUDING ITS SUBSIDIARIES, JOINT VENTURE ENTITIES, GROUP COMPANIES ETC.

The Issuer has not issued, in any form, any corporate guarantee in favour of any counter party including its subsidiaries,

joint venture and group companies.

19. COMMERCIAL PAPER ISSUED BY THE ISSUER(as on September 30, 2016)

The Issuer has not issued any Commercial Paper till the date of this Disclosure Document.

20. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY CONVERTIBLE BONDS (“FCCBs”),

OPTIONALLY CONVERTIBLE BONDS/ DEBENTURES/ PREFERENCE SHARES)

(as onSeptember 30, 2016)

The Issuer has not issued any hybrid debt like Foreign Currency Convertible Bonds (“FCCBs”), Optionally Convertible

Bonds/ Debentures/ Preference Shares etc.

21. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES, DEFAULT(S) AND/OR DELAY(S) IN PAYMENTS OF

INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL

INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE ISSUER, IN THE PAST 5 YEARS

a. The main constituents of the Issuer’s borrowings are generally in the form of loans from banks and financial

institutions, assistance from multilateral and bilateral financing agencies, bonds, debenturesetc.

b. The Issuer has been servicing all its principal and interest liabilities on time and there has been no instance of

delay or default since inception.

c. The Issuer has neither defaulted in repayment/ redemption of any of its borrowings nor affected any kind of roll

over against any of its borrowings in the past.

d. The Issuer has not issued, in any form, any corporate guarantee in favour of any counter party including its

subsidiaries, joint venture and group companiesin the past.

22. OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH, WHETHER

IN WHOLE OR PART, AT A PREMIUM OR DISCOUNT, OR IN PURSUANCE OF AN OPTION

The Issuer confirms that other than and to the extent mentioned elsewhere in this Disclosure Document, it has not issued

any debt securities or agreed to issue any debt securities or availed any borrowings for a consideration other than cash,

whether in whole or in part, at a premium except the private placement of tax free bonds in FY 2013-14 for a premium of

Rs. 45,45,656.00and in FY 2015-16 for a premium of Rs. 7,03,22,000.00or discount or in pursuance of an option since

inception.

23. AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION OF THE ISSUER

Annexed as Annexure

24. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE

The Issuer hereby confirms that apart from above there has been no material event, development or change having

implications on the financials/ credit quality of the Issuer (e.g. any material regulatory proceedings against the Issuer/

promoters of the Issuer, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of

Issue which may affect the Issue or the investor’s decision to invest/ continue to invest in the debt securities of the Issuer.

54

IX. SUMMARY TERM SHEET

Issuer National Highways Authority of India (“NHAI”/ the “Authority”/ the “Issuer”)

Issue Size Rs. 5,020 crore

Objects of the Issue Part financing of the various projects being implemented by NHAI under the NHDP and other

national highway projects as approved by the Government of India

Instrument Taxable Secured Redeemable Non-Convertible Bonds in the nature of Debentures

Issuance Mode In demat mode only

Trading Mode In demat mode only

Credit Rating “CRISIL AAA/Stable” by CRISIL, “[ICRA]AAA/Stable” by ICRA, “IND AAA/Stable” by IRRPL and “CARE

AAA” by CARE

Seniority Secured, Senior and Unsubordinated

Mode of Issue Private Placement

Security Mortgage over the property of NHAI situated at Ahmedabad along with fixed assets of NHAI,

being highway projects comprising of all superstructures including highway lightings, road

barriers and dividers, bridges, culverts and all other super structures constructed on national

highways except those under the Surat-Manor Tollway Project entrusted to NHAI with a minimum

security cover of one time of the aggregate face value amount of Bonds outstanding at all times.

Such security creation requires prior approval and authorization by the Government of India as

owner of the land. The No-Objection Certificate has been received by the NHAI from the

Government of India in this respect.

In case of delay inexecution of Bond/ Debenture Trust Deed and/or other security document(s),

the Issuer will refund the subscription with agreed rateof interest or will pay penal interest at the

rate of 2.00% p.a.over the respective Coupon Rates of the Bonds till these conditions are

compliedwith at the option of the bondholder(s).

The Issuer undertakes that it shall execute the Bond/ Debenture Trust Deed and/or other security

document(s) within time frame prescribed in the relevant regulations/ act/ rules etc and submit

with BSE within five working days of execution of the same for uploading on its website. The

creation of such security shall be sufficient compliance of the Issuer’s obligation to create

security.

Bond Series NHAI Taxable Bond Series – III

Security Name 7.17%-NHAI-2021

Face Value Rs. 10 lacs per Bond

Issue Price At par

Redemption Amount At par (Rs. 10 lacs) per Bond

Minimum Application 100 Bonds and in multiples of 10 Bond thereafter

Tenor 5 years

Put Option None

Put Option Price Not applicable

Put Option Date Not applicable

Put Notification Time Not applicable

55

Call Option None

Call Option Price Not applicable

Call Option Date Not applicable

Call Notification Time Not applicable

Redemption/ Maturity 5 years from deemed date of allotment

Redemption Date December 23, 2021

Coupon Rate 7.17 % p.a.

Step Up/ Step Down

Coupon Rate

None

Coupon Payment

Frequency

Annual

Coupon Payment Dates December 23, annually till maturity

Coupon Type Fixed

Coupon Reset Process None

Day Count Basis Actual/ Actual

Interest shall be computed on an “actual/actual basis”. Where the interest period (start date to

end date) includes February 29, interest shall be computed on 366 days-a-year basis

Interest on Application

Money

Interest at the respective Coupon Rate (subject to deduction of income tax under the provisions

of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as

applicable) will be paid to the applicants on the application money for the Bonds for the period

starting from and including the date of realization of application money in Issuer’s Bank Account

upto one day prior to the Deemed Date of Allotment

Listing Proposed on the Wholesale Debt Market (WDM) segment of BSE Limited (“BSE“)

Trustees SBICAP Trustee Company Limited

Depository National Securities Depository Limited and Central Depository Services (India) Limited

Registrars RCMC share Registry (P) Ltd.

Settlement Payment of interest and repayment of principal shall be made by way of cheque(s)/ interest/

redemption warrant(s)/ demand draft(s)/ credit through direct credit/ NECS/ RTGS/ NEFT

mechanism

Business Day/ Working

Day Convention

Working Days shall be all days (except Saturday, Sunday or a Public Holiday)on which commercial

banks are open for business in the city of Delhi. If any of date(s) defined in the Disclosure

Document, except the Deemed Date of Allotment, falls on a Saturday, Sunday or a Public Holiday,

the next working day shall be considered as the effective date(s). If any Coupon Payment Date

falls on a day that is not a Business Day, the payment shall be made by the Issuer on the

immediately succeeding Business Day along with interest for such additional period. Further,

interest for such additional period so paid, shall be deducted out of the interest payable on the

next Coupon Payment Date. If any Redemption Date (also being the last Coupon Payment Date)

of the Bonds falls on a day that is not a Business Day, the redemption proceeds shall be paid by

the Issuer on the immediately preceding Business Day along with interest accrued on the Bonds

until but excluding the date of such payment. If any Record Date falls on a day which is not a

Business Day, the immediately succeeding Business Day will be considered as the Record Date.

Record Date 15 days prior to each Coupon Payment Date and Redemption Date

Mode of Subscription Applicants may make remittance of application money only through electronic transfer of funds

through Fund Transfer/ RTGS mechanism for credit as per details given hereunder:

Name of the Collecting Banker Syndicate Bank

Account Name NHAI Taxable Bonds 2016-17

Credit into Current A/c No. 90621010002717

IFSC Code SYNB0009062

Address of the Branch 1 Transport Bhawan, Parliament street, New Delhi-

100001

Narration NHAI Taxable Bonds

56

Transaction Documents The Issuer has executed/ shall execute the documents including but not limited to the following in

connection with the Issue:

1. Letter appointing Trustees to the Bondholders;

2. Bond/ Debenture Trusteeship Agreement;

3. Bond/ Debenture Trust Deed;

4. Rating Agreement with CRISIL;

5. Rating Agreement with ICRA;

6. Rating Agreement withIRRPL;

7. Rating Agreement with CARE;

8. Tripartite Agreement between the Issuer; Registrar and NSDL for issue of Bonds in

dematerialized form;

9. Tripartite Agreement between the Issuer, Registrar and CDSL for issue of Bonds in

dematerialized form;

10. Letter appointing Registrar and MoU entered into between the Issuer and the Registrar;

11. Application made to BSE for seeking its in-principle approval for listing of Bonds;

12. Listing Agreement with BSE;

13. Letters appointing Arrangers to the Issue.

Conditions precedent to

subscription of Bonds

The subscription from investors shall be accepted for allocation and allotment by the Issuer

subject to the following:

1. Rating letters from the aforesaid rating agencies not being more than one month old from

the issue opening date;

2. Letter from the Trustees conveying their consent to act as Trustees for the Bondholder(s);

3. Application to BSE for seeking its in-principle approval for listing of Bonds.

Conditionssubsequent

to subscription of Bonds

The Issuer shall ensure that the following documents are executed/ activities are completed as

per time frame mentioned elsewhere in this Disclosure Document:

1. Credit of demat account(s) of the allottee(s) by number of Bonds allotted within 2 working

days from the Deemed Date of Allotment;

2. Makinglisting application to BSE within 15 days from the Deemed Date of Allotment of

Bonds and seeking listing permission within 20 days from the Deemed Date of Allotment of

Bonds in pursuance of SEBI Debt Regulations.In case of delay in listing of the Bonds beyond

20 days from the Deemed Date of Allotment, the Issuer shall pay penal interest at the rate

of 1.00% p.a. over the respective Coupon Rates of the Bonds from the expiry of 30 days

from the Deemed Date of Allotment till the listing of Bonds to the bondholders.

3. Execution of Bond/ Debenture Trust Deed for creation of security within time frame

prescribed in the relevant regulations/ act/ rules etc. and submit with BSE within 5 working

days of execution of the same for uploading on its website in pursuance of SEBI Debt

Regulations.In case of delay inexecution of Bond/ Debenture Trust Deed and/or other

security document(s), the Issuer will refund the subscription with agreed rateof interest or

will pay penal interest at the rate of 2.00% p.a.over the respective Coupon Ratesof the

Bonds till these conditions are compliedwith at the option of the bondholder(s).

Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned

elsewhere in this Disclosure Document.

Events of Default If the Issuer commits a default in making payment of any instalment of interest or repayment of

principal amount of the Bonds on the respective due date(s), the same shall constitute an “Event

of Default” by the Issuer. In case of default in payment ofinterest and/or principal redemption on

the due dates, the Issuer shall pay an additional interest at the rate of 2.00% p.a. over the

respective CouponRates of the Bonds for the defaulting period

57

Remedies Upon the occurrence of any of the Events of Default, the Trustees shall on instructions from

majority Bondholder(s), declare the amounts outstanding to be due and payable forthwith and

the security created under the security documents shall become enforceable, and the Trustees

shall have the right to enforce any security created pursuant to the security documents towards

repayment of the amounts outstanding and/or exercise such other rights as the Trustees may

deem fit under the applicable laws.

Cross Default Not Applicable

Role and Responsibilities

of Trustees

The Trustees shall protect the interest of the Bondholders in the event of default by the Issuer in

regard to timely payment of interest and repayment of principal and shall take necessary action

at the cost of the Issuer. No Bondholder shall be entitled to proceed directly against the Issuer

unless the Trustees, having become so bound to proceed, fail to do so.

The Trustees shall carry out its duties and perform its functions as required to discharge its

obligations under the terms of SEBI Debt Regulations, the Securities and Exchange Board of India

(Debenture Trustees) Regulations, 1993, the Bond/ Debenture Trusteeship Agreement, the Bond/

Debenture Trust Deed, Disclosure Document and all other related transaction documents, with

due care, diligence and loyalty.

The Trustees shall ensure disclosure of all material events on an ongoing basis and shall supervise

the implementation of the conditions regarding creation of security for the Bonds.

The Issuer shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly

consolidated (wherever available) and standalone financial information such as Statement of

Profit & Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the

Trustees within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide

circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended. Besides, the Issuer

shall within 180 days from the end of the financial year, submit a copy of the latest annual report

to the Trustees and the Trustees shall be obliged to share the details so submitted with all

‘Qualified Institutional Buyers’ (QIBs) and other existing Bondholder(s) within two working days of

their specific request.

Governing Law and

Jurisdiction

The Bonds are governed by and shall be construed in accordance with the existing laws of India.

Any dispute arising thereof shall be subject to the jurisdiction of the competent court of New

Delhi, India

Additional Covenants 1. Security Creation:The Issuer undertakes that it shall execute the necessary documents for

creation of the charge, including the Debenture/ Bond Trust Deed, within time frame

prescribed in the relevant regulations/ act/ rules etc. and submit with BSE within five working

days of execution of the same for uploading on its website. In case of delay in execution of

Bond/ Debenture Trust Deed and/or other security document(s), the Issuer will refund the

subscription with agreed rate of interest or will pay penal interest at the rate of 2.00% p.a.

over the respective Coupon Rates of the Bonds till these conditions are complied with at the

option of the bondholder(s).

2. Default in Payment: In case of default in payment of interest and/or principal redemption on

the due dates, the Issuer shall pay an additional interest at the rate of 2.00% p.a. over the

respective Coupon Rates of the Bonds for the defaulting period.

3. Listing:The Issuer shall complete all the formalities and seek listing permission within 20 days

from the Deemed Date of Allotment. In case of delay in listing of the Bonds beyond 20 days

from the Deemed Date of Allotment, the Issuer shall pay penal interest at the rate of 1.00%

p.a. over the respective Coupon Rates of the Bonds from the expiry of 30 days from the

Deemed Date of Allotment till the listing of Bonds to the bondholders.

Issue Opening Date* December 23, 2016

Issue Closing Date* December 23, 2016 Pay-in Date * December 23, 2016 Deemed Date of

Allotment *

December 23, 2016 (The credit of debt securities into the demat a/c within 2 working days of

allotment)

58

* The Issuer reserves its sole and absolute right to modify (pre-pone/ postpone) the above dates without giving any

reasons or prior notice. In such a case, investors shall be intimated about the revised schedule by the Issuer. The Issuer

also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any

notice. In case if the above date is/are changed (pre-poned/ postponed), the Deemed Date of Allotment may also be

changed (pre-poned/ postponed) by the Issuer at its sole and absolute discretion. Consequent to change in Deemed Date

of Allotment, the Coupon Payment Dates and/orRedemption Date may also be changed at the sole and absolute

discretion of the Issuer.

59

X. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE,

UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED,

REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE

AND EFFECTIVE YIELD FOR INVESTOR)

PRIVATE PLACEMENT OF TAXABLE SECURED REDEEMABLE NON CONVERTIBLE BONDS OF FACE VALUE OF RS.10.00

LACSEACH IN THE NATURE OF DEBENTURES FOR AN AMOUNT AGGREGATING RS. 5,020CRORE BY NATIONAL HIGHWAYS

AUTHORITY OF INDIA (“NHAI” OR THE “ISSUER” OR THE “AUTHORITY”)

1. ISSUE SIZE

National Highways Authority of India (“NHAI” or the “Issuer” or the “Authority”) to raise Rs.5,020crore through issue of

Taxable Secured Redeemable Non-Convertible Bonds in the nature of Debentures (“Bonds”) of face value of Rs. 10.00 lacs

each (the “Issue”).

2. ELIGIBILITY TO COME OUT WITH THE ISSUE

The Issuer or the person in control of the Issuer, or its promoter, has not been restrained or prohibited or debarred by

SEBI/any other Government authority from accessing the securities market or dealing in securities and such direction or

order is in force.

3. REGISTRATION AND GOVERNMENT APPROVALS

NHAI can undertake the activities proposed by it in view of the present approvals and no further approval from any

government authority(ies) is required byNHAIto undertake the proposed activities save and except those approvals which

may be required to be taken in the normal course of business from time to time.

4. AUTHORITY FOR THE ISSUE

The present Issue is being made pursuant to announcement in Union Budget, NHAI Act and resolution passed by the

Members of the Board of NHAI on5th

April 2016,approving the Issue and delegation provided thereunder.

5. OBJECTS OF THE ISSUE

The funds raised through this Issue will be utilized for part financing of the various projects being implemented by NHAI

under the NHDP and other national highway projects as approved by the Government of India.

Further, in accordance with the SEBI Debt Regulations, NHAI shall not utilize the proceeds of the Issue forproviding loans

to or acquisition of shares of any person who is part of the same group or who is under the same management. Further,

NHAI is a statutory authority and, as such, it does not have any identifiablegroup companiesorcompanies under the same

management though it does have shareholding interest in certain Special PurposeVehicles which are engaged in area

specific development of port roads.

6. UTILISATION OF ISSUE PROCEEDS

The funds being raised by the Issuer through present issue of Bonds are not meant for financing any particular project. In

terms of the SEBI Debt Regulations, there is no requirement for appointment of a monitoring agency in relation to the use

of proceeds of the Issue. Members of the Authority shall monitor the utilisation of the proceeds of the Issue. NHAI shall

disclose in its financial statements, the utilization of the proceeds of the issue under a separate head along with any

details in relation to all such proceeds of theissue that have not been utilized thereby also indicating investments, if any, of

such unutilized proceeds of the Issue. NHAI shall utilize the proceeds of the issue only upon the execution of the

documents for creation of security as stated in this Disclosure Document and upon the listing of the Bonds. The objects of

NHAI as specified in NHAI Act permits it to undertake its existing activities as well as the activities for which the funds are

being raised through the Issue.

NHAI undertakes that proceeds of the present issue shall not be used for any purpose which may be in contravention of

the regulations/ guidelines/ normsissued by the RBI/ SEBI/ RoC/ Stock Exchange(s).

60

7. MINIMUM SUBSCRIPTION

In terms of the SEBI Debt Regulations, the Issuer may decide the amount of minimum subscription which it seeks to raise

by issue of Bonds and disclose the same in the Disclosure document. The Issuer has decided not to stipulate any minimum

subscription for the present Issue and therefore the Issuer shall not be liable to refund the issue subscription(s)/

proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size.

8. UNDERWRITING

The present Issue of Bonds is not underwritten.

9. NATURE OF BONDS

The Bonds are to be issued in the form ofTaxable Secured Redeemable Non-Convertible Bonds in the nature of

Debentures.

10. FACE VALUE

Each Bond has a face value of Rs. 10 lacs. The Bonds are redeemable at par i.e. for Rs. 10 lacs.

11. SECURITY

The Bonds shall be secured by way of mortgage over the property of NHAI situated at Ahmedabad along with fixed assets

of NHAI, being highway projects comprising of all superstructures including highway lightings, road barriers and dividers,


Tollway Project entrusted to NHAI with a minimum security cover of one time of the aggregate face value amount of

Bonds outstanding at all times. Such security creation requires prior approval and authorization by the Government of

India as owner of the land. The No-Objection Certificate has been received by the NHAI from the Government of India in

this respect.

In case of delay inexecution of Bond/ Debenture Trust Deed and/or other security document(s), the Issuer will refund the

subscription with agreed rateof interest or will pay penal interest at the rate of 2.00% p.a.over the respective Coupon

Rates of the Bonds till these conditions are compliedwith at the option of the bondholder(s).

The Issuer undertakes that it shall execute the Bond/ Debenture Trust Deed and/or other security document(s) within

time frame prescribed in the relevant regulations/ act/ rules etc. and submit with BSE within five working days of

execution of the same for uploading on its website. The creation of such security shall be sufficient compliance of the

Issuer’s obligation to create security.

12. TERMS OF PAYMENT

The full face value of the Bonds as applicable, is to be paid along with the Application Form. Investor(s) need to send in the

Application Form and the cheque(s)/ demand draft(s)/ RTGSfor the full issue price of Bonds allocated to them.

Face Value per Bond Minimum Application for Amount Payable on Application per Bond

Rs. 10 lacs 100Bonds and in multiples of 10

Bond thereafter

Face Value

13. DEEMED DATE OF ALLOTMENT

All benefits under the Bonds including payment of interest will accrue to the Bondholders from and including date of

allotment, December 23 2016, which shall be the Deemed Date of Allotment. All benefits relating to the Bonds will be

available to the investors from the Deemed Date of Allotment. The actual allotment of Bonds may take place on a date

other than the Deemed Date of Allotment.The Issuer reserves the right to keep multiple allotment date(s)/ deemed date(s)

of allotment at its sole and absolute discretion without any notice. In case if the issue closing date/ pay in dates is/are

changed (pre-poned/ postponed), the Deemed Date of Allotment may also be changed (pre-pond/ postponed) bythe Issuer

at its sole and absolute discretion.

61

14. LETTER(S) OF ALLOTMENT/ BOND CERTIFICATE(S)/ REFUND ORDER(S)/ ISSUE OF LETTER(S) OF ALLOTMENT

The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository Services

(India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 working days from the Deemed Date of

Allotment. The initial credit in the account willbe akin to the Letter of Allotment. On completion of the all statutory

formalities, such credit inthe account will be akin to a Bond Certificate.

15. ISSUE OF BOND CERTIFICATE(S)

The initial credit in the account willbe akin to the Letter of Allotment. On completion of the all statutory formalities, such

credit inthe account will be akin to a Bond Certificate.However, in case , if all formalities are not completed the same will

be akin to letter of allotment , which on completion of the all statutory formalities, such credit will be akin to a Bond

Certificate. The Bonds since issued in electronic (dematerialized) form, will be governed as per the provisions of The

Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules

notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respect

thereof. The Bonds shall be allotted in dematerialized form only.

16. DEPOSITORY ARRANGEMENTS

The Issuer has appointed RCMC share Registry (P) Ltd. (Address: B-25/1, 1st Floor, Okhla Industrial Area,Phase-2, New

Delhi - 110020) asthe Registrar (“Registrar”) for the present Bond Issue.The Issuer has entered into necessary depository

arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)

for dematerialization of the Bonds offered under the present Issue, in accordance with the Depositories Act, 1996 and

regulations made thereunder. In this context, the Issuer has signed two tripartite agreements as under:

• Tripartite Agreement between the Issuer, National Securities Depository Limited (“NSDL”) and the Registrar for

dematerialization of the Bonds offered under the present Issue.

• Tripartite Agreement between the Issuer, Central Depository Services (India) Limited (“CDSL”) and the Registrar for

dematerialization of the Bonds offered under the present Issue.

Investors can hold the bonds only in dematerialised form and deal with the same as per the provisions of Depositories Act,

1996 as amended from time to time.

17. PROCEDURE FOR APPLYING FOR DEMAT FACILITY

a. Applicant(s) should have/ open a Beneficiary Account with any Depository Participant of NSDL or CDSL.

b. The applicant(s) must specify their beneficiary account number and depository participants ID in the relevant

columns of the Application Form.

c. If incomplete/incorrect beneficiary account details are given in the Application Form which does not match with the

details in the depository system, the allotment of Bonds shall be held in abeyance till such time satisfactory demat

account details are provided by the applicant.

d. The Bonds shall be directly credited to the Beneficiary Account as given in the Application Form and after due

verification, allotment advice/refund order,if any, would be sent directly to the applicant by the Registrars to the

Issue but the confirmation of the credit of the Bonds to the applicant’s Depository Account will be provided to the

applicant by the Depository Participant of the applicant.

e. Interest or other benefits with respect to the Bonds would be paid to those bondholders whose names appear on the

list of beneficial owners given by the depositories tothe Issueras on the Record Date. In case, the beneficial owner is

not identified by the depository on the Record Date due to any reason whatsoever,the Issuer shall keep in abeyance

the payment of interest or other benefits, till such time the beneficial owner is identified by the depository and

intimated to the Issuer. On receiving such intimation,the Issuer shall pay the interest or other benefits to the

beneficiaries identified, within a period of 15 days from the date of receiving such intimation.

f. Applicants may please note that the Bonds shall be allotted and traded on the stock exchange(s) only in

dematerialized form.

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18. FICTITIOUS APPLICATIONS

Any person who makes, in fictitious name, any application to a body corporate for acquiring, or subscribing to, the Bonds,

or otherwise induced a body corporate to allot, register any transfer of Bonds therein to them or any other personin a

fictitious name, shall be punishable as per provisions of extant laws.

19. MARKET LOT

The market lot will be one Bond (“Market Lot”). Since the Bonds are being issued only in dematerialised form, the odd lots

will not arise either at the time of issuance or at the time of transfer of Bonds.

20. TRADING OF BONDS

The marketable lot for the purpose of trading of Bonds shall be 1 (one) Bond of face value of Rs.10 lacs each. Trading of

Bonds would be permitted in demat mode only in standard denomination of Rs.10 lacs and such trades shall be cleared

and settled in recognised stock exchange(s) subject to conditions specified by SEBI. In case of trading in Bonds which has

been made over the counter, the trades shall be reported on a recognized stock exchange having a nationwide trading

terminal or such other platform as may be specified by SEBI.

21. MODE OF TRANSFER OF BONDS

The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/

Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The

normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these

Bonds held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to

his depository participant.The transferee(s) should ensure that the transfer formalities are completed prior to the Record

Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in

the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the

transferor(s) and not with the Issuer.

22. BASIS OF ALLOCATION / ALLOTMENT

The issuer reserves the right to reject any/all applications at its sole discretion, without assigning any reason whatsoever.

The decision of NHAI in this regard will be final and binding on all the applicants and shall not be called into question,

whatsoever.

23. COMMON FORM OF TRANSFER

The Issuer undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of this

Disclosure Document.

24. INTEREST ON APPLICATION MONEY

a. In case of change in deemed date of allotment and in respect of investors who get allotment in the bond issue ,

interest on application money shall be paid at the coupon rate applicable for bond series (subject to deduction

of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-

enactment thereof, as applicable) from the date of receipt of application money in NHAI’s account till one day

prior to the date of allotment on the aggregate face value amount of Bonds The interest on Application Money

shall be computed as per “Actual/Actual” day count convention. The payment shall be made only through

electronic mode. However, in case of rejection of electronic mode, due to incomplete / in correct detail provided

by applicant payment may be made through cheque /demand draft. The cheque /demand draft for interest on

application money shall be dispatched by the Issuer within 15 days from the Deemed Date of Allotment by

registered post to the sole/ first applicant, at the sole risk of the applicant.

b. No interest on Application Money will be paid in respect of applications which are rejected due to any reason.

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25. INTEREST ON THE BONDS

The face value of the Bonds outstanding shall carry interest at the coupon rate from deemed date ofallotment and the

coupon rate & frequency of payment (subject to deduction of income tax underthe provisions of the Income Tax Act,

1961, or any other statutory modification or re-enactmentthereof, as applicable) are mentioned at summary term sheet.

The interest payment shall be made through electronic mode to the bondholders whose namesappear on the list of

beneficial owners given by the depository participant to R&TAas on the recorddate fixed by Issuer in the bank account

which is linked to the demat of the bondholder. However, inabsence of complete bank details i.e. correct/updated bank

account number, IFSC/RTGS code /NEFTcode etc., issuer shall be required to make payment through cheques / DDs on the

due date at thesole risk of the bondholders.Interest or other benefits with respect to the Bonds would be paid to those

Bondholders whosenames appear on the list of beneficial owners given by the depository participant to R&TA as on

theRecord Date.

26. COMPUTATION OF INTEREST

Interest for each of the interest periods shall be computed as per Actual/ Actual day count convention on the face value

amount of Bonds outstanding at the respective Coupon Rate rounded off to the nearest Rupee. Where the interest period

(start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis, on the face value

amount of Bonds outstanding.

27. RECORD DATE

The ‘Record Date’ for the Bonds shall be 15 days prior to each Coupon Payment Dateand Redemption Date. In case of

redemption of Bonds, the trading in the Bonds shall remain suspended between the Record Date and the Redemption

Date. Interest payment and principal repayment shall be made to the person whose name appears as beneficiary with the

Depositories as on Record Date. In the event of the Issuer not receiving any notice of transfer at least 15 days before the

respective Coupon Payment Dateand Redemption Date, the transferees for the Bonds shall not have any claim against the

Issuer in respect of amount so paid to the registered Bondholders.

28. DEDUCTION OF TAX AT SOURCE

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be

deducted at source out of interest payable on Bonds.

Tax exemption certificate/ declaration of non-deduction of tax at source, if applicable, on interest on application money

should be submitted along with the Application Form. Regarding deduction of tax at source and the requisite declaration

forms to be submitted, prospective investors are advised to consult their own tax consultant(s).In case of tax deducted at

source, the Company will issue the TDS certificate to the investors.

29. PUT & CALL OPTION

Neither the bondholder(s) shall have any right to exercise Put Option northe Issuer shall have right to exercise Call Option

to redeem the Bonds, in whole or in part, prior to the respective Redemption Date.

30. REDEMPTION

The face value of the Bonds shall be redeemed at par, on the respective Redemption Dates.The Bonds will not carry any

obligation, for interest or otherwise, after the Redemption Date. The Bonds shall be taken as discharged on payment of the

redemption amount bythe Issuer on the Redemption Date to the registered Bondholders whose name appear in the

Register of Bondholders on the Record Date. Such payment will be a legal discharge of the liability ofthe Issuer towards the

Bondholders.

In case any Redemption Date falls on a day which is not a Working Day, the payment due shall be made on the

immediately preceding Working Day along with interest accrued on the Bonds until but excluding the date of such

payment.

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31. ADDITIONAL COVENANTS

a. Security Creation:The Issuer undertakes that it shall execute the necessary documents for creation of the

charge, including the Debenture/ Bond Trust Deed, within time frame prescribed in the relevant

regulations/ act/ rules etc. and submit with BSE within five working days of execution of the same for

uploading on its website.In case of delay inexecution of Bond/ Debenture Trust Deed and/or other security

document(s), the Issuer will refund the subscription with agreed rateof interest or will pay penal interest at

the rate of 2.00% p.a.over the respective Coupon Rates of the Bonds till these conditions are compliedwith

at the option of the bondholder(s).

b. Default in Payment: In case of default in payment of interest and/or principal redemption on the due dates,

the Issuer shall pay an additional interest at the rate of 2.00% p.a. over the respective Coupon Rates of the

Bonds for the defaultingperiod.

c. Listing:The Issuer shall complete all the formalities and seek listing permission within 20 days from the

Deemed Date of Allotment. In case of delay in listing of the Bonds beyond 20 days from the Deemed Date of

Allotment, the Issuer shall pay penal interest at the rate of 1.00% p.a. over the respective Coupon Rates of

the Bonds from the expiry of 30 days from the Deemed Date of Allotment till the listing of Bonds to the

bondholders.

32. SETTLEMENT/ PAYMENT ON REDEMPTION

Payment of interest and repayment of principal shall be made by way of cheque(s)/ interest/ redemption warrant(s)/

demand draft(s)/ credit through direct credit/ NECS/ RTGS/ NEFT mechanism in the name of the Bondholders whose name

appear on the List of Beneficial Owners given by Depository to the Issuer as on the Record Date.

The Bonds shall be taken as discharged on payment of the redemption amount by the Issuer on the Redemption Date to

the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant as on Record Date. Such payment will be a

legal discharge of the liability of the Issuer towards the Bondholders. On such payment being made, the Issuer shall inform

NSDL/ CDSL/ Depository Participant and accordingly the account of the Bondholders with NSDL/ CDSL/ Depository

Participant shall be adjusted.

The Issuer’s liability to the Bondholders towards all their rights including for payment or otherwise shall cease and stand

extinguished from the due date of redemption in all events. Further the Issuer will not be liable to pay any interest or

compensation from the Redemption Date. On the Issuer’s dispatching/ crediting the amount to the Beneficiary(ies) as

specified above in respect of the Bonds, the liability of the Issuer shall stand extinguished.

33. EFFECT OF HOLIDAYS

Should any of date(s) defined in the Disclosure Document, except the Deemed Date of Allotment, falls on a Saturday,

Sunday or a Public Holiday, the next working day shall be considered as the effective date(s). If any Coupon Payment Date

falls on a day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business

Day along with interest for such additional period. Further, interest for such additional period so paid, shall be deducted

out of the interest payable on the next Coupon Payment Date. If any Redemption Date (also being the last Coupon

Payment Date) of the Bonds falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer

on the immediately preceding Business Day along with interest accrued on the Bonds until but excluding the date of such

payment. If any Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be

considered as the Record Date.

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Set forth below is an illustration for guidance in respect of the day count convention and effect of holidays on

payments.For the purpose of illustration, it is assumed that all Saturdays, Sundays are non-working days. We have not

considered the effect of public holidays as it is difficult to ascertain for future dates.

Face Value of the Bond (in Rs) – 10,00,000.00/-

Deemed Date of Allotment– December 23, 2016

Redemption/Maturity Date– December 23, 2021

Coupon rate – 7.17%

Cash Flows Day, Date No. of Days in Coupon

Period

Amount (in

Rupees)

1st Coupon Tuesday, December 26, 2017 368 72,289.00

2nd Coupon Monday, December 24, 2018 363 71,307.00

3rd Coupon Monday, December 23, 2019 364 71,504.00

4th Coupon Wednesday, December 23, 2020 366 71,700.00

5th Coupon Thursday, December 23, 2021 365 71,700.00

Principal Redemption

NHAI Taxable Bond Series – III Thursday, December 23, 2021

1,000,000.00

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34. LIST OF BENEFICIAL OWNERS

The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be

the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.

35. SUCCESSION

In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for the time

being,the Issuer shall recognize the executor or administrator of the deceased Bondholder, or the holder of succession

certificate or other legal representative as having title to the Bond(s).the Issuer shall not be bound to recognize such

executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of

administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from

a Court in India having jurisdiction over the matter.The Issuer may, in its absolute discretion, where it thinks fit, dispense

with production of probate or letter of administration or succession certificate or other legal representation, in order to

recognize such holder as being entitled to the Bond(s) standing in the name of the deceased Bondholder on production of

sufficient documentary proof or indemnity.

Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps have to be complied:

a. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was acquired by the

NRI as part of the legacy left by the deceased holder.

b. Proof that the NRI is an Indian National or is of Indian origin.

Such holding by the NRI will be on a non-repatriation basis.

36. WHO CAN APPLY

The following categories of investors are eligible to apply for this Issue of Bonds. However, the prospective subscribers

must make their own independent evaluation and judgement regarding their eligibility to invest in the Issue.

Eligible Investors i. Qualified Institutional Buyers (“QIBs”)

a) Mutual Funds registered with SEBI;

b) Public Financial Institutions as defined in Section 2(72) of the Companies Act, 2013;

c) Scheduled Commercial Banks;

d) State Industrial Development Corporations;

e) Multilateral and Bilateral Development Financial Institutions;

f) Insurance Companies registered with the Insurance Regulatory and Development

Authority;

g) Provident Funds with minimum corpus of Rs. 25.00 crores;

h) Pension Funds with minimum corpus of Rs. 25.00 crores;

i) National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated

November 23, 2005 of the Government of India published in the Gazette of India;

j) Insurance Funds set up and managed by army, navy or air force of the Union of

India

ii. Corporates

a) Companies within the meaning of sub-section 20 of Section 2 of the Companies Act,

2013;

b) Statutory Bodies/ Corporations;

c) Cooperative Banks;

d) Regional Rural Banks;

e) Limited Liability Partnerships;

f) Trusts including Public/ Private/ Charitable/ Religious Trusts;

g) Societies registered under the applicable laws in India and authorized to invest in

Bonds;

h) Any other legal entities authorized to invest in Bonds, subject to compliance with

the relevant regulations applicable to such entities.

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37. WHO ARE NOT ELIGIBLE TO APPLY FOR BONDS

This Issue is not being offered to the following categories of investors and any application from such investors will be

deemed an invalid application and rejected:

Non-Eligible classes of

Investors

a) Venture Capital Funds;

b) Foreign Venture Capital investors registered with SEBI;

c) Foreign Institutional Investors and sub-account (other than a sub-account which is a

foreign corporate or foreign individual), registered with SEBI;

d) Qualified Foreign Investors;

e) Foreign Nationals;

f) Minors without a guardian name;

g) Persons resident outside India;

h) Overseas Corporate Bodies;

i) Person ineligible to contract under applicable statutory/ regulatory requirements;

j) Resident Individual Investors, Hindu Undivided Families through Karta, Non Resident

Indians applying for aggregate face value of Bonds of upto and including Rs. 10 lacs across

both Series of Bonds in the issue

38. DOCUMENTS TO BE PROVIDED BY INVESTORS

Investors need to submit the certified true copies of the following documents, along-with the Application Form, as

applicable:

• Memorandum and Articles of Association/Constitution/ Bye-laws/ Trust Deed;

• Board Resolution authorizing the investment and containing operating instructions;

• Power of Attorney/ relevant resolution/authority to make application;

• Specimen signatures of the authorized signatories (ink signed), duly certified by an appropriate authority;

• Government Notification (in case of Primary Co-operative Bank and RRBs);

• Copy of Permanent Account Number Card (“PAN Card”) issued by the Income Tax Department;

• Copy of a cancelled cheque for ECS payments;

• Necessary forms for claiming exemption from deduction of tax at source on interest on application money, wherever

applicable.

39. HOW TO APPLY

This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to

the public generally to subscribe for or otherwise acquire the Bonds issued by the Company. The document is for the

exclusive use of the institution(s) to whom it is delivered and it should not be circulated/ distributed to third parties. This

being a private placement Issue, the eligible investors who have been addressed through this communication directly, only

are eligible to apply.Applications for the Bonds must be in the prescribed form and completed in BLOCK LETTERS in English

and as per the instructions contained therein.

Applications complete in all respects must be submitted before the last date indicated in the issue time table or such

extended time as decided by the Issuer, at any of the designated collection centres, accompanied by the application

money by way of cheque(s)/ demand draft(s)drawn on any bank including a co-operative bank which is situated at and is a

member of the Bankers’ clearing house located at a place where the application form is submitted. The original

Applications Forms (along with all necessary documents as detailed in thisDisclosure Document), pay-in slip and other

necessary documents should be sent to the head office of the Issuer through respective arrangers on the same day.

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Cheque(s)/ demand draft(s) will not be accepted. Money orders/postal orders will also not be accepted. The entire amount

of issue price per Bond i.e. Face Value + Premium on issue)is payable on application. Applicants may make remittance of

application money only by way of electronic transfer of funds only throughRTGS/ fund transfer for credit of account as per

details given hereunder:

Name of the Collecting Banker Syndicate Bank

Account Name NHAI Taxable Bonds 2016-17

Credit into Current A/c No. 90621010002717

IFSC Code SYNB0009062

Address of the Branch 1 Transport Bhawan, Parliament street, New Delhi-110001

Narration NHAI Taxable Bonds

The payment to be made for subscription to securities shall be made from the bank account of the

person/entitysubscribing to such securities and the company shall keep the record of the Bank account from where

suchpayments for subscriptions have been received.

Provided that monies payable on subscription to securities to be held by joint holders shall be paid from thebank account

of the person whose name appears first in the application.

Applications should be for the number of Bonds applied by the Applicant. Applications not completed in the said manner

are liable to be rejected. The name of the applicant’s bank, type of account and account number must be filled in the

Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and

interest/ redemption warrants.

All applicants are requested to tick the relevant column “Category of Investor” in the Application Form. Public/ Private/

Religious/ Charitable Trusts, Provident Funds and Other Superannuation Trusts and other investors requiring “approved

security” status for making investments.

For further instructions about how to make an application for applying for the Bonds and procedure for remittance of

application money, please refer to the Summary Term Sheet and the Application Form.

40. FORCE MAJEURE

The Issuer reserves the right to withdraw the issue prior to the Issue Closing Date in the event of any unforeseen

development adversely affecting the economic and regulatory environment.

41. APPLICATIONS UNDER POWER OF ATTORNEY

A certified true copy of the power of attorney or the relevant authority as the case may be alongwith the names and

specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged

alongwith the submission of the completed Application Form. Further modifications/ additions in the power of attorney or

authority should be notified tothe Issuer or to the Registrars or to such other person(s) at such other address(es) as may be

specified bythe Issuerfrom time to time through a suitable communication.

42. APPLICATION BY MUTUAL FUNDS

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian

Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the

application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the

scheme for which the application has been made.

43. ACKNOWLEDGEMENTS

No separate receipts will be issued for the application money. However, the Arrangers to the Issue receiving the duly

completed Application Form will acknowledge receipt of the application by stamping and returning to the applicant the

acknowledgement slip at the bottom of each Application Form.

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44. RIGHT TO ACCEPT OR REJECT APPLICATIONS

The Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without

assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be

sent. Interest on application money will be paid from the date of realization of the cheque(s)/ demand drafts(s) till one day

prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and would

not be paid any interest on the application money. Application would be liable to be rejected on one or more technical

grounds, including but not restricted to:

a. Number of bonds applied for is less than the minimum application size;

b. Applications exceeding the issue size;

c. Bank account details not given;

d. Details for issue of Bonds in electronic/ dematerialized form not given;

e. PANnot given;

f. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant

documents not submitted;

In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such Bonds will be

refunded, as may be permitted.

45. PAN

Every applicant should mention its Permanent Account Number (“PAN”) allotted under the IncomeTax Act, 1961, on the

Application Form and attach a self-attested copy as evidence. ApplicationForms without PAN will be considered as

incomplete and are liable to be rejected.

46. SIGNATURES

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an

authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal.

47. NOMINATION FACILITY

As per extant provisions of law, only individuals holding the Bonds as Sole/Joint holder of Bondscan nominate, in the

prescribed manner, a person to whom his/ their Bonds shall vest in the event of his/ their death. Non-individuals including

holders of Power of Attorney cannot nominate.

48. RIGHT OF BONDHOLDER(S)

Bondholder is not a shareholder. The Bondholders will not be entitled to any other rights and privilege of shareholders

other than those available to them under statutory requirements. The principal amount and interest on the Bonds will be

paid to the registered Bondholders only, and in case of Joint holders, to the one whose name stands first.Besides, the

Bonds shall be subject to the provisions of NHAI Act, the terms of this Disclosure Document and other terms and

conditions as may be incorporated in the Bond/ Debenture Trusteeship Agreement and other documents that may be

executed in respect of these Bonds.

49. MODIFICATION OF RIGHTS

The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with the consent,

in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of the Bonds or with the

sanction accorded pursuant to a resolution passed at a meeting of the Bondholders, provided that nothing in such consent

or resolution shall be operative againstthe Issuer where such consent or resolution modifies or varies the terms and

conditions of the Bonds, if the same are not acceptable to the Issuer.

50. FUTURE BORROWINGS

The Issuershall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue Bonds/

Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital

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structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms

and conditions asthe Issuer may think appropriate, without the consent of, or intimation to, the Bondholder(s) or the

Trustees in this connection.

51. BOND/ DEBENTURE REDEMPTION RESERVE (“DRR”)

The Corporation is a statutory body constituted under The National Highways Authority of India Act, 1988 and is not a

public/ private limited company incorporated under The Companies Act. Therefore creation of Bond/ Debenture

Redemption Reserve is not envisaged for the proposed issue of Bonds. The Corporation has also appointed a Trustee to

protect the interest of the Bondholders.

52. NOTICES

All notices required to be given bythe Issuer or by the Trustees to the Bondholders shall be deemed to have been given if

sent by ordinary post/ courier to the original sole/ first allottees of the Bonds and/ or if published in one All India English

daily newspaper and one regional language newspaper.

All notices required to be given by the Bondholder(s), including notices referred to under “Payment of Interest” and

“Payment on Redemption” shall be sent by registered post or by hand delivery tothe Issuer or to such persons at such

address as may be notified bythe Issuer from time to time.

53. JOINT-HOLDERS

Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same as joint tenants with

benefits of survivorship subject to provisions of Law.

54. DISPUTES & GOVERNING LAW

The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising

thereof shall be subject to the jurisdiction of the competent court of New Delhi, India.

55. INVESTOR RELATIONS AND GRIEVANCE REDRESSAL

Arrangements have been made to redress investor grievances expeditiously as far as possible,the Issuer endeavours to

resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue quoting the Application

Number (including prefix), number of Bonds applied for, amount paid on application and details of collection centre where

the Application was submitted, may be addressed to the Compliance Officer at head office of the Issuer. All investors are

hereby informed thatthe Issuer has appointed a Compliance Officer who may be contracted in case of any pre-issue/ post-

issue related problems such as non-credit of letter(s) of allotment/ bond certificate(s) in the demat account, non-receipt of

refund order(s), interest warrant(s)/ cheque(s) etc. Contact details of the Compliance Officer are given elsewhere in this

Disclosure Document.

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XI. CREDIT RATING FOR THE BONDS

CRISIL Limited (“CRISIL”) has vide its letter dated December 19, 2016 assigned a credit rating of “CRISIL AAA/Stable” to

the Bonds of the Issuer. Instruments with this rating are considered to have the highest degree of safety regarding timely

servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter from CRISIL is enclosed


Credit Analysis and Research Limited (“CARE”) has vide its letter dated December 19, 2016, reaffirmed the credit rating of

“CARE AAA”to the Bonds of the Issuer. Instruments with this rating are considered to have the highest degree of safety

regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter from

CARE is enclosed elsewhere in this Disclosure Document.

ICRALimited (“ICRA”) has vide its letter dated November 28, 2016, reaffirmed the credit rating of “[ICRA] AAA/Stable” to

the Bonds of the Issuer. Instruments with this rating are considered to have the highest degree of safety regarding timely

servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter from ICRA is enclosed


India Ratings and Research Private Limited (“IRRPL”) has vide its letter datedDecember 19, 2016, assigned a credit rating

of “IND AAA/Stable” to the Bonds of the Issuer. Instruments with this rating are considered to have the highest degree of

safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter

from IRRPL is enclosed elsewhere in this Disclosure Document.

Other than the credit ratings mentioned hereinabove,NHAI has not sought any other credit rating from any other credit

rating agency(ies) for the Bonds offered for subscription under the terms of thisDisclosure Document.

The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision.

The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should

be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the

future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc.

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XII. TRUSTEES FOR THE BONDHOLDERS

The Issuer has appointed SBICAP Trustee Company Limitedto act as trustee for the Debenture Holder(s).The address and

contact details of the Trustees are as under:

SBICAP Trustee Company Limited

Apeejay House, 6th Floor

West Wing, 3, DinshawWachha Road

Churchgate

Mumbai - 400 020

Tel: (022) 43025555

Fax: +91-22-43025500


A copy of letter from SBICAP Trustee Company Limitedconveying their consent to act as Trustees for the current issue of

Bonds is enclosed elsewhere in thisDisclosure Document.

The Issuer hereby undertakes that a Debenture/ Bond Trust Deedinter alia, specifying the powers, authorities and

obligations of the Debenture Trustee and the Issuershall be executed in favour of the Trustees within permissible time

frame as per statutory laws. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably

given theirconsent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds,matters

and things in respect of or relating to the Debentures as the Debenture Trustee may in itsabsolute discretion deem

necessary or require to be done in the interest of the Debenture Holder(s).Any payment made by the Issuer to the

Debenture Trustee on behalf of the Debenture Holder(s) shalldischarge the Issuer pro tanto to the Debenture Holder(s).

The Debenture Trustee will protect theinterest of the Debenture Holder(s) in regard to the repayment of the principal and

yield thereon andthe Debenture Trustee will take necessary action, subject to and in accordance with the DebentureTrust

Deed, at the cost of the Issuer. The Debenture Trust Deed shall more specifically set out therights and remedies of the

Debenture Holder and the manner of enforcement thereof.

The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust

reposed in the Trustees by the holder(s) of the Bonds and shall further conduct itself, and comply with the provisions of all

applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the

Trustees. The Trusteesshall carry out its duties and performits functions as required to discharge its obligations under the

terms of SEBI Debt Regulations, the Securities andExchange Board of India (Debenture Trustees) Regulations, 1993, the

Debenture/ Bond Trusteeship Agreement, the Debenture/ Bond Trust Deed,Disclosure Document and all other related

transaction documents, with due care,diligence and loyalty.

The Trustees shall be vested with the requisitepowers for protecting the interest of holder(s) of the Bonds including but

not limited to the right to appoint a nominee director on the Board of the Issuer in consultation with institutional holders

of such Bonds. The Trustees shall ensure disclosure of all materialevents on an on-going basis and shall supervise the

implementation ofthe conditions regarding creation of security for the Bonds.

73

XIII. STOCK EXCHANGE WHERE BONDS ARE PROPOSED TO BE LISTED

The Bondsare proposed to be listed on the Wholesale Debt Market (WDM) segment of BSE Limited (“BSE”).The Issuer has

obtained BSE in-principle approval for listing of Bonds offered under the terms of this Disclosure Document.

The Issuer shall make listing application to BSE and seek listing permission within 15 days of Deemed Date of Allotment.In

case of delay in listing of the Bonds beyond 20 days from the Deemed Date of Allotment, the Issuer shall pay penal

interest at the rate of 1.00% p.a. over the respective Coupon Rates of the Bonds from the expiry of 30 days from the

Deemed Date of Allotment till the listing of Bonds to the bondholders.

XIV. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

By very nature of its business,the Issuer is involved in a large number of transactions involving financial obligations and

therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations

of the Issuer. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course

of the business carried on by the Issuer) which are or may be deemed to be material have been entered into by the

Issuer. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the

headoffice ofthe Issuer between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date.

A. MATERIAL CONTRACTS

a. Copy of letters appointing Arrangers to the Issue.

b. Copy of letter appointing Registrars

c. Copy of letter appointing Trustees to the Bondholders.

B. DOCUMENTS

a. The National Highways Authority of India Act, 1988, as amended.

b. Board Resolution datedApril 5th

, 2016authorizing issue of Bonds offered under terms of this Disclosure Document.

c. Letter of consent from the Trustees for acting as trustees for and on behalf of the holder(s) of the Bonds.

d. Letter of consent from the Registrars for acting as Registrars to the Issue.

e. Application made to the BSE for grant of in-principle approval for listing of Bonds.

f. Letter from BSE conveying their in-principle approval for listing of Bonds.

g. Letter from CRISIL conveying the credit rating for the Bonds.

h. Letter from CARE conveying the credit rating for the Bonds.

i. Letter from ICRA conveying the credit rating for the Bonds.

j. Letter from IRRPL conveying the credit rating for the Bonds.

k. Tripartite Agreement between the Issuer, NSDL and Registrars for issue of Bonds in dematerialised form.

l. Tripartite Agreement between the Issuer, CDSL and Registrars for issue of Bonds in dematerialised form.

74

XV. DECLARATION

75

XVI. ANNEXURES

1. Financial Information of the Issuer

82

2. Rating Letter from IRRPL

84

3. Rating Letter from CRISIL

85

4. Rating Letter from ICRA

86

5. Rating Letter from CARE

88

6. Letter from SBICAP Trustee Company Limited