UNITED BANK OF INDIA · 2013. 7. 5. · united bank of india head office: united tower -5798 / 2248-3857 / fax: 033-2243-9391 -mail: [email protected] urities and exchange board

Disclosure Document dated: June 24, 201

(A Government of India Undertaking)

Head Office: UNITED TOWER

11, Hemanta Basu Sarani, Kolkata: 700 001

Tel: 033-2243

Website: www.unitedbankofindia.com; E

DISCLOSURE DOCUMENT ISSUED IN CONFORMITY WITH SEC

(ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD

NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED AND SECURITIES AND EXCHANGE BOARD OF

INDIA (ISSUE AND LISTING OF DEBT SECURITIES

NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012, AS AMENDED

PRIVATE PLACEMENT OF NON-CONVERTIBLE REDEEMABLE

BONDS (SERIES–VIII) FOR INCLUSION IN TIER 2

FACE VALUE OF Rs. 10 LAKHS EACH (“BONDS”) AT PAR AGGREGATING Rs.

BANK OF INDIA (OR UBI OR THE “ISSUER” OR THE “BANK”)

TRUSTEES FOR THE BONDHOLDERS

IDBI TRUSTEESHIP SERVICES LTD.

Asian Building, Ground Floor C

17, R.Kamani Marg, Ballard Estate

Mumbai: 400 001

Tel: 022-4080-7006

Fax: 022-6631-1776

E-mail: [email protected]

LISTING: ISSUE OPENS ON:

BSE Limited

P. J. Towers (25th

floor),

Dalal Street

Mumbai :400 001

25th

, 2013 Private & Confidential – Not for Circulation

UNITED BANK OF INDIA

(A Government of India Undertaking)

Head Office: UNITED TOWER

11, Hemanta Basu Sarani, Kolkata: 700 001

2243-5798 / 2248-3857 / Fax: 033-2243-9391

Website: www.unitedbankofindia.com; E-mail: [email protected]

DISCLOSURE DOCUMENT ISSUED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA

(ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD


INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR

13/19/5392 DATED OCTOBER 12, 2012, AS AMENDED

CONVERTIBLE REDEEMABLE UNSECURED BASEL III COMPLIANT

VIII) FOR INCLUSION IN TIER 2 CAPITAL IN THE NATURE OF PROMISSORY NOTES OF

FACE VALUE OF Rs. 10 LAKHS EACH (“BONDS”) AT PAR AGGREGATING Rs.500 CRORE

BANK OF INDIA (OR UBI OR THE “ISSUER” OR THE “BANK”)

REGISTRAR TO THE ISSUE

IDBI TRUSTEESHIP SERVICES LTD. LINK INTIME INDIA PVT. LTD.

Asian Building, Ground Floor C-13 Pannalal Silk Mills Compound

17, R.Kamani Marg, Ballard Estate LBS Marg, Bhandup (West)

Mumbai - 400078

Tel: 022-40807000

Fax: 022-25946969


ISSUE OPENS ON: ISSUE CLOSES ON: DATE OF ALLOTMENT

June 2013 25th

June 2013 25th

June

Not for Circulation

[email protected]

URITIES AND EXCHANGE BOARD OF INDIA

(ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-


) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR

BASEL III COMPLIANT TIER II

CAPITAL IN THE NATURE OF PROMISSORY NOTES OF

CRORES BY UNITED

LINK INTIME INDIA PVT. LTD.

Compound

LBS Marg, Bhandup (West)

mail: [email protected]

DATE OF ALLOTMENT

June 2013

INDEX

CONTENT Pg

No.

CONTENT Pg

No.

Disclaimer to the Issuer 4 Shareholding Pattern 23

Disclaimer to SEBI 5 Top 10 Equity Shareholders 24

Disclaimer to Arrangers 5 Promoter Holding 24

Disclaimer to Stock Exchanges 5 Secured Loan Facilities 25

Definition/ Abbreviation 6 Unsecured Loan 25

Issuer Information 8 Deposits 25

Current Directors of the Issuer 9 Capital Status 25

Change in Directors 10 Top-10 Bondholders 27

Current Statutory Auditors of the Issuer 11 Amount of Corporate Guarantee 27

Change in Statutory Auditors 12 Certificate of Deposits Issued 27

Highlights 13 Other Borrowings 28

Vision Statement 14 Servicing Behaviour 28

Main Objects 15 Outstanding Borrowing/ Debt Securities 29

Main objects of the Constitutional Documents 15 Statement of Profit & Loss 29

Deposit Schemes 17 Balance Sheet 30

Loan Schemes 17 Cash Flow Statement 30

Services 18 Auditor’s Qualifications 31

Technology 18 Latest Audited Financials 31

Corporate Structure 18 Material Event 32

Key Operational & Financial Parameters 19 Summary Term Sheet 33

Debt Equity Ratio 20 Issue Size 37

Project Cost & Means of Financing 20 Eligibility 37

Subsidiaries of the Issuer 20 Registration 37

Brief History of the Issuer 20 Authority for the Issue 37

Capital Structure 21 Objects of the Issue 38

Equity Share Capital History 22 Utilization of the Issue Proceeds 38

Changes in Capital Structure 22 Minimum Subscription 38

Details of Acquisition/ Amalgamation 23 Underwriting 38

Details of Reorganization/Acquisition 23 Nature & Status 39

Loss Absorbency 39 Non Eligible Applicant 47

Face Value, Issue Price, Effective Yield 40 Document to be provided by Investors 47

Security 41 How to Apply 47

Terms of Payment 41 Force Majeure 49

Date of Allotment 41 Application under Power of Attorney 49

Letters of Allotment / Bond Certificate/ Refund

Order/ Issue of Letters of Allotment

41 Application by Mutual Funds 49

Issue of Bond Certificate 41 Acknowledgement 49

Depository Arrangement 41 Basis of Allocation 49

Procedure for Applying for Demat Facility 42 Right to accept or reject Applications 49

Fictitious Applications 42 PAN / GIR No. 50

Market Lot 42 Signatures 50

Trading of Bonds 43 Nomination 50

Mode of Transfer of Bonds 43 Right of Bondholders 50

Common Form of Transfer 43 Modification of Rights 50

Interest on Application money 43 Future borrowings 51

Interest on the Bonds 43 Bond/Debenture Redemption Reserve 51

Computation of Interest 44 Notices 51

Record Date 44 Joint Holders 51

Deduction of Tax at source 44 Disputes and Governing Law 51

Put and Call Option 45 Investor Relations & Grievance Redressal 51

Redemption 45 Prohibition - purchase/funding of instruments 52

Default Interest Rate 45 Credit Rating 52

Additional Covenants 45 Trustees 52

Settlement/Payment on Redemption 45 Stock Exch. where the Bonds are to be listed 53

Effect of Holiday 46 Material Contracts & Documents 54

List of Beneficial Owners 46 Declaration 55

Succession 46

Who can Apply 46

I . DISCLAIMER

1. DISCLAIMER OF THE ISSUER

This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in

accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

issued vide circular no. LAD-NRO/GN/20

Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide

circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended. This Disclo

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

by (“United Bank of India”/ “UBI”/ the “Issuer”/ the “Bank”). This Disclosure Document is 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 privat

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 is not intended to form the basis of evaluat

whom it is addressed and who are willing and eligible to subscribe to the bonds issued by UBI. This Disclosure

Document has been prepared to give general information regarding

issue of Bonds and it does not purport to contain all the information that any such party may require. UBI

believes that the information contained in this Disclosure Document is true and correct as of the date hereof.

UBI 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 UBI.

However, UBI reserves its right for providing the information at its absolute di

responsibility for statements made in any advertisement or any other material and anyone placing reliance on

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

Prospective subscribers must make th

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

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 recomm

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 subs

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 intend

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 pub

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.

4

SUER



NRO/GN/2008/13/127878 dated June 06, 2008, as amended and Securities and


13/19/5392 dated October 12, 2012, as amended. This Disclo



d it should not be circulated or distributed to third party (ies). It is not and shall not be


Issuer. This bond issue is made strictly on private placement basis. Apart from this Disclosure Document, no


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


Document has been prepared to give general information regarding --- to parties proposing to invest in thi



s Disclosure Document to reflect subsequent events and thus prospective


However, UBI reserves its right for providing the information at its absolute discretion. UBI accepts no


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


risk of investing in Bonds. It is the responsibility of the prospective subscriber to have obtained all consents,



he Bonds under the relevant laws and regulations in force. Prospective subscribers should conduct


Document should be construed as advice or recommendation by the Issuer or by the Arrangers to the Issue to


owe the subscribers any duty of care in respect of this private placement offer to subscribe for the bonds.


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


being issued on private placement Basis and this offer does not constitute a public offer/ invitation.



force majeure condition including any change in applicable law. In such an event,




08/13/127878 dated June 06, 2008, as amended and Securities and


13/19/5392 dated October 12, 2012, as amended. This Disclosure Document



d it should not be circulated or distributed to third party (ies). It is not and shall not be


e placement basis. Apart from this Disclosure Document, no


ion for the prospective subscribers to


to parties proposing to invest in this



s Disclosure Document to reflect subsequent events and thus prospective


scretion. UBI accepts no


eir own independent evaluation and judgment before making the


have obtained all consents,



he Bonds under the relevant laws and regulations in force. Prospective subscribers should conduct


endation by the Issuer or by the Arrangers to the Issue to


cribe for the bonds.


ed for distribution. It is meant for the consideration of the person to


lic offer/ invitation.



force majeure condition including any change in applicable law. In such an event,


Disclosure Document

2. DISCLAIMER OF THE SECURITIES & EXCHANGE

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 distin

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 t

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

It is advised that the Issuer has exercised self due

disclosure norms in this Disclosure Document. The role of the Arrangers to the Issue in the assignment is

confined to marketing and placement of the bonds on the basis of this Disclosure Document as prepared by

the Issuer. The Arrangers have neither scrutinized/ vetted nor have they done any due

verification of the contents of this Disclosure Document. The Arrangers shall use this Disclosure Document for

the purpose of soliciting subscription from a particular clas

the Issuer on private placement basis. It is to be distinctly understood that the aforesaid use of this Disclosure

Document by the Arrangers should not in any way be deemed or construed that the Disclosu

been prepared, cleared, approved or vetted by the Arrangers; nor do they in any manner warrant, certify or

endorse the correctness or completeness of any of the contents of this Disclosure Document; nor do they take

responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme

or project of the Issuer. The Arrangers or any of its directors, employees, affiliates or representatives do not

accept any responsibility and/or liability for any loss

connection with the use of any of the information contained in this Disclosure Document.

4. DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been submitted to Bombay Stock Exchange 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 wi

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 con

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 whatso

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.

5

CURITIES & EXCHANGE BOARD OF INDIA (SEBI)



Disclosure Document. It is to be distinctly understood that this Disclosure Document should not, in any way,


responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed



r SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or

RANGERS TO THE ISSUE

It is advised that the Issuer has exercised self due-diligence to ensure complete compliance of prescribed



Arrangers have neither scrutinized/ vetted nor have they done any due


the purpose of soliciting subscription from a particular class of eligible investors in the Bonds to be issued by


Document by the Arrangers should not in any way be deemed or construed that the Disclosure Document has



inancial or other soundness of this Issuer, its promoters, its management or any scheme


accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in

connection with the use of any of the information contained in this Disclosure Document.

OCK EXCHANGE



such submission of the Disclosure Document with BSE or hosting the same on its website should not in any


in any manner warrant, certify or endorse the correctness or completeness of any of the con



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


shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such


stated or omitted to be stated herein or any other reason whatsoever.



ctly understood that this Disclosure Document should not, in any way,


he Issue is proposed



r SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or

ete compliance of prescribed



Arrangers have neither scrutinized/ vetted nor have they done any due-diligence for


s of eligible investors in the Bonds to be issued by


re Document has



inancial or other soundness of this Issuer, its promoters, its management or any scheme


or damage arising of whatever nature and extent in



th BSE or hosting the same on its website should not in any


in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this



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


ever by reason of any loss which may be suffered by such


Disclosure Document

I I . DEF INITIONS/ ABBREVIATIONS

AY Assessment Year

Allotment / Allot /

Allotted

The issue and allotment of the Bonds to the successful Applicants 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 or entity holding the Bonds and whose name appears in the list of Beneficial

Owners provided 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

BSE/ Designated

Stock Exchange

Bombay Stock Exchange Limited being the stock exchange on which

proposed to be listed

Board / Board of

Directors

Board of Directors of United Bank of India or Committee thereof, unless otherwise specified

Bond(s) Unsecured Basel III complaint Tier II Bonds (Series

Rs.10.00 lacs each

the “Bank” through private placement under the terms of this Disclosure Document

Record Date Reference date for payment of interest/ repayment of

CAR Capital Adequacy Ratio

CAG Comptroller and Auditor General of India

CDSL Central Depository Services (India) Limited

CMD Chairperson & Managing Director of United Bank of India

CRISIL CRISIL Limited

CARE Credit Analysis & Research

Debt Securities Non-Convertible D

debenture, bonds and such other securities of a body corporate or any statutory body

constituted by virtue of a legislation, whether constituting a

Issuer or not, but excludes security bonds issued by Government or such other bodies as

may be specified by SEBI, security receipts and securitized debt instruments

Date of Allotment 25th

June 2013

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 or DP

A Depository participant as defined under Depositories Act

Disclosure

Document

Disclosure Document dated

compliant Tier I

6

IATIONS

Assessment Year


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


Disclosure Document and the Application Form

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


Any person or entity holding the Bonds and whose name appears in the list of Beneficial

Owners provided by the Depositories

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)

Bombay Stock Exchange Limited being the stock exchange on which Bonds of the Issuer are

proposed to be listed


Unsecured Basel III complaint Tier II Bonds (Series-VIII) in the nature of Prom

Rs.10.00 lacs each (“Bonds”) to be issued by “United Bank of India” or “UBI” or “Issuer” or


Reference date for payment of interest/ repayment of principal

Capital Adequacy Ratio

Comptroller and Auditor General of India

Central Depository Services (India) Limited

& Managing Director of United Bank of India

Credit Analysis & Research Limited

Convertible Debt Securities create or acknowledge indebtedness and include


constituted by virtue of a legislation, whether constituting a charge on the assets of the



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

1996, as amended from time to time

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

A Depository participant as defined under Depositories Act

Disclosure Document dated June 24, 2013 for Private Placement of Unsecured

II Bonds in the nature of Debt Instruments (eligible for inclusion


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


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


Any person or entity holding the Bonds and whose name appears in the list of Beneficial

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

section of Section 2 of the Depositories Act, 1996)

Bonds of the Issuer are


VIII) in the nature of Promissory Notes of

(“Bonds”) to be issued by “United Bank of India” or “UBI” or “Issuer” or


ecurities create or acknowledge indebtedness and include


charge on the assets of the



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

lacement of Unsecured Basel III

I Bonds in the nature of Debt Instruments (eligible for inclusion in Tier 2

Disclosure Document

Capital) of Face

Crore.

DRR Bond / Debenture Redemption Reserve

EPS Earning Per Share

FIs Financial Institutions

FIIs Foreign Institutional Investors

Financial Year/ FY April 1st

to 31st

March (of the next calendar year)

GoI Government of India

Trustee IDBI Trusteeship Services Ltd.

Issuer / Bank United Bank of India, constituted under the Banking Companies (Acquisition and Transfer of

Undertakings) Act, 1970 and having its Head Office at United Tower, 11,

Sarani, Kolkata: 700 001.

Instrument Instrument means, “

Bonds(Series-VIII)

document.

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

Listing Agreement Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide

Circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 and Amendments to

Simplified Debt Listing Agreement for Debt Securities issued by Securities and Exchange

Board of India vide

2009 and Amen

Securities and Exchange Board of India vide circular no. SEBI/IMD/DOF

dated January 07, 2010

Loss Absorbency Instrument shall be subjected to loss absorbency features applicable for non equity capital

Instruments vide RBI

on Prudential Guidelines for Implementation of Basel III Capital Regulations in India covering

criteria for inclusion of debt capital

requirements to ensure loss absorbency (Appendix 12).

Accordingly, the

or Temporarily written off on the occurrence of the trigger event called the Point of Non

Viability (PONV). PONV

shall be determined by the

MF Mutual Fund

MoF Ministry of Finance

NSDL National Securities Depository Limited

PAN Permanent Account Number

PONV When in the opinion of the

owing to its financial and other difficulties

it to continue as a going concern

the operation of the Bank

Viability. The occurrence of such an event is called “PONV Trigger”.

evaluated, both, at consolidated and at solo level.

PONV Trigger a. A decision that a temporary/permanent write

Bank or its subsidiary ,

b. The decision to make a public sector injection of capital, or equivalent s

without which

relevant authority

prior to any public sector injection of capital so that the capital provided by the

7

ace Value Rs.10 lac each (“Bonds”) to be issued by UBI aggregating

Bond / Debenture Redemption Reserve

Earning Per Share

Financial Institutions

Foreign Institutional Investors

March (of the next calendar year)

Government of India / Central Government

IDBI Trusteeship Services Ltd.

United Bank of India, constituted under the Banking Companies (Acquisition and Transfer of

Undertakings) Act, 1970 and having its Head Office at United Tower, 11,

Sarani, Kolkata: 700 001.

Instrument means, “Non-Convertible Redeemable Unsecured Basel III complaint Tier II

VIII)” in the nature of Promissory Notes offered under this disclosure

The Income Tax Act, 1961 as amended from time to time

Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide

o. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 and Amendments to


Board of India vide Circular No. SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated November 26,

2009 and Amendments to Simplified Debt Listing Agreement for Debt Securities issued by

Securities and Exchange Board of India vide circular no. SEBI/IMD/DOF-

dated January 07, 2010

Instrument shall be subjected to loss absorbency features applicable for non equity capital

vide RBI Circular DBOD.No.BP.BC.98 /21.06.201/2011-12 dated May 02, 2012


criteria for inclusion of debt capital Instruments as Tier II Capital (Appendix 6) and minimum

uirements to ensure loss absorbency (Appendix 12).

Accordingly, the instrument may at the option of the RBI either be permanently

Temporarily written off on the occurrence of the trigger event called the Point of Non

Viability (PONV). PONV trigger event shall be as defined in the aforesaid

shall be determined by the RBI.

Ministry of Finance

National Securities Depository Limited

Permanent Account Number

n the opinion of the RBI, the Bank may no longer remain a going concern on its own

owing to its financial and other difficulties resulting in or likely financial losses

it to continue as a going concern, appropriate measures are required to be

the operation of the Bank, then the bank can be said to have reached a point of Non

. The occurrence of such an event is called “PONV Trigger”. The PONV Trigger is

evaluated, both, at consolidated and at solo level.

A decision that a temporary/permanent write-off is necessary without which the

or its subsidiary ,would become non-viable, as determined by the RBI

The decision to make a public sector injection of capital, or equivalent s

without which the Bank would have become non-viable, as determined by the

relevant authority The write-off consequent upon the trigger event shall


alue Rs.10 lac each (“Bonds”) to be issued by UBI aggregating Rs. 500

United Bank of India, constituted under the Banking Companies (Acquisition and Transfer of

Undertakings) Act, 1970 and having its Head Office at United Tower, 11, Hemanta Basu

Basel III complaint Tier II

under this disclosure

Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide

o. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 and Amendments to


5/2009 dated November 26,

dments to Simplified Debt Listing Agreement for Debt Securities issued by

-1/BOND/Cir-1/2010

Instrument shall be subjected to loss absorbency features applicable for non equity capital

12 dated May 02, 2012


Capital (Appendix 6) and minimum

instrument may at the option of the RBI either be permanently written off

Temporarily written off on the occurrence of the trigger event called the Point of Non

trigger event shall be as defined in the aforesaid RBI Circular and

may no longer remain a going concern on its own

or likely financial losses and to enable

required to be taken to revive

can be said to have reached a point of Non-

The PONV Trigger is

off is necessary without which the

, as determined by the RBI, and

The decision to make a public sector injection of capital, or equivalent support,

, as determined by the

t upon the trigger event shall occur


Disclosure Document

public sector is not diluted.

c. If the relevant authorities decide to reconstitute the bank or amalgamate the bank

with any other bank under the Section 45 of BR Act, 1949

Banking Companies (

may be applicable

Private Placement An offer or invitation to less than fifty persons to subscribe to the Bonds in terms of

Section (3) of Section 67 of the Companies Act, 1956 (1 of 1956)

GIR General Index Registration Number

Rs. / INR Indian National Rupee

RBI Reserve Bank of India

RBI Norms Circular No. DBOD No. BP.BC.98/21.06.201/2011

BP.BC.88/21.06.201/2012

Basel III capital Regulations in India covering terms & conditions to qualify for inclusion as

Tier 2 Capital and subject to any other terms & conditions stipulated by RBI th

RTGS Real Time Gross Settlement

Registrar Registrar to the Issue, in this case being

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

SEBI Act Securities and Excha

SEBI Debt

Regulations

Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008 issued vide circular no. LAD

amended and Securities and Exchange Board of India (Issue and Listing of Debt Securities)

(Amendment) Regulations, 2012 issued vide circular no. LAD

dated October 12, 2012, as amended

TDS Tax Deducted at Source

The Comps. Act The Companies Act, 1956 as amended from time to time

Issue/ Offer /

Private Placement

Private Placement of Unsecured

Note (“Debt Capital Instruments for inclusion as Tier

each (“Bonds”) to be issued by United Bank of India aggregating Rs.

III. ISSUER INFORMATION

Name of the Issuer : UNITED BANK OF INDIA

Head Office : United Tower, 11 Hemanta Basu Sarani, Kolkata: 700 001

Tel. No. : (033) 2243

Fax No. : (033) 2248

Website : www.unitedbankofindia.com

E-mail : [email protected]

Compliance Officer for : Mr. Bikramjit Shom

the Issue Company Secretary

United Bank of India,

11, Hemanta Basu Sarani (5th floor),

Kolkata: 700 001.

Tel : +91

Fax: +91

E-mail:co.sec.unitedbank.co.in

8

public sector is not diluted.

If the relevant authorities decide to reconstitute the bank or amalgamate the bank

with any other bank under the Section 45 of BR Act, 1949 and or section 9

Banking Companies (Acquisition and Transfer of Undertaking ) Act 1970/1980, as

may be applicable".

An offer or invitation to less than fifty persons to subscribe to the Bonds in terms of

n (3) of Section 67 of the Companies Act, 1956 (1 of 1956)

General Index Registration Number

Indian National Rupee

Reserve Bank of India

Circular No. DBOD No. BP.BC.98/21.06.201/2011-12 dated May 02 2012 and DBOD. No.

BP.BC.88/21.06.201/2012-13 dared March 28,2013 on Guidelines on Implementation of


Tier 2 Capital and subject to any other terms & conditions stipulated by RBI th

Real Time Gross Settlement

Registrar to the Issue, in this case being M/s. Link Intime India Private Limited

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

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


2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as

ended and Securities and Exchange Board of India (Issue and Listing of Debt Securities)

(Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012

dated October 12, 2012, as amended

Tax Deducted at Source

The Companies Act, 1956 as amended from time to time

lacement of Unsecured Basel III compliant Tier-II Bonds in the form of Promissory

(“Debt Capital Instruments for inclusion as Tier 2 Capital”) of face value of Rs.10 lac

each (“Bonds”) to be issued by United Bank of India aggregating Rs.500 crore.


United Tower, 11 Hemanta Basu Sarani, Kolkata: 700 001

(033) 2243 - 5798 / 2248-3857

(033) 2248-9391

www.unitedbankofindia.com

[email protected]

Mr. Bikramjit Shom

Company Secretary


11, Hemanta Basu Sarani (5th floor),

Kolkata: 700 001.

Tel : +91-33-2248-1054

Fax: +91-33-2248-9391

mail:co.sec.unitedbank.co.in

If the relevant authorities decide to reconstitute the bank or amalgamate the bank

and or section 9 of the

and Transfer of Undertaking ) Act 1970/1980, as

An offer or invitation to less than fifty persons to subscribe to the Bonds in terms of Sub-

12 dated May 02 2012 and DBOD. No.

13 dared March 28,2013 on Guidelines on Implementation of


Tier 2 Capital and subject to any other terms & conditions stipulated by RBI thereafter.

M/s. Link Intime India Private Limited

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

nge Board of India Act, 1992, as amended from time to time


NRO/GN/2008/13/127878 dated June 06, 2008, as

ended and Securities and Exchange Board of India (Issue and Listing of Debt Securities)

NRO/GN/2012-13/19/5392

in the form of Promissory

Capital”) of face value of Rs.10 lac

crore.

Disclosure Document

Chief Financial Officer : Mr. V. Sundaresan

of the Issuer General Manager

United

11, Hemanta Basu Sarani,

Kolkata: 700 001

Tel: +91

Fax:+91

E-mail:

IV. DETAILS OF DIRECTORS OF THE

1. CURRENT DIRECTORS OF THE ISSUER

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

S/N NAME,

DESIGNATION & DIN

AGE

(IN

YRS)

1. Mrs. Archana Bhargava

Chairperson &

Managing Director

DIN: 2505308

58

2. Mr. Deepak Narang

Executive Director

DIN: 03272814

5

3. Mr. Sanjay Arya

Executive Director

DIN: 03420686

56

4. Mr. Sandeep Kumar

Director

(Govt. of India Nominee)

DIN:

40

5. Mrs. Surekha Marandi

Director

(RBI Nominee)

DIN:

53

6. Mr. Saumen Mazumder

Director (Shareholder)

DIN:

62

7. Mr. Srenik Sett

Director

DIN:

63

8. Mr. Hiranya Bora

Director

DIN:

66

9

Mr. V. Sundaresan

General Manager


11, Hemanta Basu Sarani,

Kolkata: 700 001

Tel: +91-33-2248-9565

Fax:+91-33-2262-2066


DETAILS OF DIRECTORS OF THE ISSUER

THE ISSUER


AGE

(IN

YRS)

ADDRESS

DIRECTOR OF

THE BANK

SINCE

58 United Bank of India

UNITED TOWER

11,Hemanta Basu Sarani,

Kolkata: 700 001

23.04.2013


UNITED TOWER


Kolkata: 700 001

01.03.2012


UNITED TOWER


Kolkata: 700 001

18.06.2012

40 Dept. of Financial Services,

Ministry of Finance, Jeevan

Deep Bldg. Parliament

Street, New Delhi - 110 001

02.12.2011

53 Chief General Manager

Reserve Bank of India

Urban Bank Department

Mumbai Regional Office

Garment House, (2nd

floor)

Worli, Mumbai: 400 018

30.07.2010

62 68/3A, Purna Das Road, Flat

No.3A Kolkata - 700 029

26.11.2010

63 55A, Dilkhusha Street,

Kolkata - 700 017

06.10.2010

66 House No. 36, Tarun Nagar,

Bye Lane 4,

Guwahati - 781 005

05.04.2011


OTHER

DIRECTORSHIPS

None

Allbank Finance

Ltd.

None

None

None

None

Good Image Pvt.

Ltd.

None

Disclosure Document

9. CA Sunil Goyal

Director

DIN: 00110601

55

10. Mr. Kiranbhai V.

Badodaria

Director

DIN: 0092067

52

11. Mr. Piyush Kanti Ghosh

Director

(Officer Employee)

DIN:

57

12. Mr. Sanjib Kumar Pati

Director

(Workmen Employee)

DIN:

• None of the current Directors of the Bank appear in the RBI’s Defaulter

• Since the Bank is not governed by the Companies Act, 1956, DIN of all the Directors may not be

available.

2. CHANGE IN DIRECTORS OF THE ISSUER SINCE

Changes in the Board of Directors of the Issuer during the

Name & Designation Date of Appointment

Mr. Satish Chander Gupta

Chairman & Managing Director

Mr. Tejendra Mohan Bhasin

Executive Director

Mr. Tulsidas Bandyopadhyay

Director (RBI Nominee)

Mr. Manzoor Ahmed Ansari

Director

Mr. Praveen Davar

Director

Ms. Anusuya Sharma

Director

Dr. R. K. Agrawal

Director

Mr. Suprit Sarkar

Director (Officer Employee)

Mr. S.L.Bansal

Executive Director

Mr. Sanjeev Kumar Jindal

Director (GoI Nominee)

10

55 R/O 1A, Sangram Colony,

C Scheme,

Jaipur- 302 001

22.07.2011

52 Anajani Avenue,

Behind Sambhaav House,

Bodakdev, Ahmedabad –

380 015.

28.11.2011


UNITED TOWER


Kolkata: 700 001

19.12.2011

United Bank of India

Orissa 1 Region

Bhubaneswar

06.05.2013

None of the current Directors of the Bank appear in the RBI’s Defaulters’ List or ECGC’s Default List.

Since the Bank is not governed by the Companies Act, 1956, DIN of all the Directors may not be

OF THE ISSUER SINCE LAST THREE YEARS

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

Date of Appointment Date of Cessation Reason/ Remarks

06.11.2008 28.02.2010 Superannuation

07.11.2007 31.03.2010 Promotion

27.02.2007 30.07.2010 End of Term

02.01.2007 01.01.2010 End of Term

02.01.2007 01.01.2010 End of Term

02.01.2007 01.01.2010 End of Term

02.01.2007 01.01.2010 End of Term

23.11.2007 22.11.2010 End of Term

01.04.2010 28.02.2012 Promotion

12.05.2009 02.12.2011 By Notification

Rajastan Syntex

Ltd., Ganesh

Consultants Pvt.

Ltd., Frontier

Lifeline Pvt. Ltd

Sambhaav Media

Ltd., Nila

Infrastructure Ltd.,

Energy Dynamics

Pvt. Ltd.

None

None

List or ECGC’s Default List.

Since the Bank is not governed by the Companies Act, 1956, DIN of all the Directors may not be

Reason/ Remarks

Superannuation

Promotion

End of Term

End of Term

End of Term

End of Term

End of Term

End of Term

Promotion

By Notification

Disclosure Document

Dr. (Mrs) Naina Sharma

Director

Mr. Bhaskar Sen

Chairman & Managing Director

Mr. Deepak Narang

Executive Director

Mr. Sandeep Kumar

Director(GoI Nominee)

Mrs. Surekha Marandi

Director (RBI Nominee)

Mr. Sunil Goyal

Director

Mr. Hiranya Bora

Director

Mr. Kiranbhai V. Badodaria

Director

Mr. Piyush Kanti Ghosh

Director (Officer Employee)

Mr. Soumitra Talapatra

Director (Workmen Employee)

Mr. Saumen Majumder

Director (Shareholder Employee)

Mr. Sanjay Arya

Executive Director

V. DETAILS OF STATUTORY CENTRAL

1. CURRENT STATUTORY CENTRAL

STATUTORY

CENTRAL AUDITORS

REGISTRATION

M/s. George Read & Co.

Chartered Accountants

302208

M/s. D.K. Chhajer & Co.


304138E

11

15.07.2008 14.07.2011 End of Term

01.03.2010 31.12.2012 Superannuation

01.03.2012 N A N A

02.12.2011 N A N A

30.07.2012 N A N A

22.07.2011 N A N A

05.04.2011 N A N A

28.11.2011 N A N a

19.12.2011 N A N A

13.01.2010 12.01.2013 N A

27.11.2010 N A N A

18.06.2012 N A N A

CENTRAL AUDITORS OF TH E ISSUER

CENTRAL AUDITORS OF THE ISSUER (FY 2013-14)

FIRM

REGISTRATION

NO.

ADDRESS &

CONTACT DETAILS

302208E 1, Chowringhee Square,

Kolkata - 700 069

Phone No. 033 2248 2919

09830484416 (M)


304138E

5, Old Court House St. (2nd

Floor),

Kolkata - 700 001

Phone No. 033 2230 6106/ 2230 2599

09433002481 (M)

Fax : 033 2231 6983


End of Term

Superannuation.

N A

N A

N A

N A

N A

N a

N A

N A

N A

N A

AUDITOR

SINCE

September 2010

September 2010

Disclosure Document

M/s. M. Choudhury & Co.

Chartered Accountants,

302186E

M/s. M.C. Bhandari & Co.


303002E

M/s. Ramesh C Agrawal & Co.


001770C

M/s. Dinesh Mehta & Co.


000220N

2. CHANGE IN STATUTORY CENTRAL

Name

M/s. Salarpuria Jajodia & Co.


209, Emarat Firdaus,

Opp. Punjab National Bank,

Exhibition Road,

Patna

Phone No. 0612 2320277

Fax : 0612 2321919

E-mail :

[email protected]

12

302186E

19, R.N. Mukherjee Road, (East Block)

Kolkata - 700 001

Phone No. 033 2248-0668/ 2429 2417

09903683987(M) (MC)

09831161561 (M) (DC)


303002E

4, Synagogue Street,

(Behind Central Bank) Brabourne Road,

Kolkata - 700 001

Phone No. 033 2242 6077/ 2231-6526

Fax : 033 2242 5792


001770C

S-203, Prayag Kunj,

3, Strachey Road, Civil Lines,

Allahabad - 211 001

Phone No. 0532 226 0099/ 0828

Fax :0532 2260828


000220N

21, Dayanand Marg, Daryaganj,

New Delhi - 110 002

Phone No. 011 2327 2168/ 2623

09811112235 (HM)

Fax : 011 2328 6562

Emails:

[email protected]

[email protected]

CENTRAL AUDITORS OF THE ISSUER SINCE LAST THREE YEARS

Address Date of

Appointment

Date of

Cessation

209, Emarat Firdaus,

Opp. Punjab National Bank,

Exhibition Road,

Patna - 800 001

Phone No. 0612 2320277

Fax : 0612 2321919

mail :

[email protected]

March 2008 Sept. 2010 March 2008

September 2010

September 2010

September 2010

December 2011

Auditor of

UBI since

Remarks

March 2008 Nil

Disclosure Document

M/s. Maheshwari &

Associates


“Geetanjali

Flat No.6A (6

8B, Middleton Street,

Kolkata

Phone No. 033 2229 8936

Fax : 033 2226 4140

E-mails :

pkrc@maheshwariassociate

s.com;

bijoy_murmuria@sumedhaf

iscal.com

M/s. G.P. Agrawal & Co.


7-A Kiran Shankar Ray Road,

Kolkata

Phone No. 033 2248 3941

Fax : 2248 7814


M/s. S. Ganguli & Associates


14/28, Golf Club Road,

Ground Floor,

Kolkata

Phone No. 033 6451 7229

Fax : 2423 5086

E-Mail:

[email protected]

[email protected]

M/s.Tandon Seth & Co.


24/53, Birhana Road,

Kanpur

Phone No. 0512 235260

Fax : 2248

E-Mail

[email protected]

om

M/s. H.S. Rustagi & Co.


4654/21 Darya Gunj, II Floor

New Delhi

Phone No. 011 2326 2356

Fax : 011 2325 5967

E-Mail:

[email protected]

[email protected]

VI . BRIEF SUMMARY OF BUS

1. HIGHLIGHTS

United Bank of India was constituted under the Banking Companies (Acquisition and Transfer of Undertakings)

Act, 1970 on July 19, 1969. The Head Office of the Bank was set up at 4 Clive Ghat Street (presently known as

N. C. Dutta Sarani, Kolkata - 700 001

Kolkata - 700 001 in 1972 for operational efficiency.

United Bank of India is one of the 14 banks which were nationalized on July 19, 1969. On October 12, 1950,

the name of Bengal Central Bank Ltd. (established in 1918 as Bengal Central Loan Company Ltd.) was changed

to United Bank of India Limited for the pu

13

“Geetanjali Apartments”

Flat No.6A (6th

Floor)

8B, Middleton Street,

Kolkata - 700 071

Phone No. 033 2229 8936

Fax : 033 2226 4140

mails :

pkrc@maheshwariassociate

;

bijoy_murmuria@sumedhaf

iscal.com


A Kiran Shankar Ray Road,

Kolkata - 700 001

Phone No. 033 2248 3941

Fax : 2248 7814



14/28, Golf Club Road,

Ground Floor,

Kolkata - 700 033

Phone No. 033 6451 7229

Fax : 2423 5086

Mail:

[email protected]

[email protected]


24/53, Birhana Road,

Kanpur-208001

Phone No. 0512 235260

Fax : 2248-7814

Mail-

[email protected]


4654/21 Darya Gunj, II Floor

New Delhi - 110 002

Phone No. 011 2326 2356

Fax : 011 2325 5967

Mail:

[email protected]

[email protected]

December

2008

December

2011

BRIEF SUMMARY OF BUSINESS/ AC TIVITIES OF ISSUER AND ITS L INE OF BUSINESS



700 001 which was shifted to its present location at 11 Hemanta Basu Sarani,

700 001 in 1972 for operational efficiency.



to United Bank of India Limited for the purpose of amalgamation and on December 18, 1950, Comilla Banking

March 2008 Nil

March 2008 Nil

March 2008 Nil

March 2008 Nil

December

2008

Nil

OF BUSINESS



which was shifted to its present location at 11 Hemanta Basu Sarani,



rpose of amalgamation and on December 18, 1950, Comilla Banking

Disclosure Document

Corporation Ltd. (established in 1914), the Camilla Union Bank Ltd. (established in 1922), the Hooghly Bank

(established 1932) stood amalgamated with the Bank. Subsequently, other banks namely

Tezpur Industrial Bank Ltd., Hindusthan Mercantile Ltd. and Narang Bank of India Ltd. were merged with the

Bank.

Its predecessor the United Bank of India Ltd., was formed in 1950 with the amalgamation of four banks viz.

Comilla Banking Corporation Ltd. (1914), Bengal Central Bank Ltd. (1918), Comilla Union Bank Ltd. (1922) and

Hooghly Bank Ltd. (1932) (which were established in the years indicated in brackets after the names). The

origin of the Bank thus goes as far back as to 1914. As

112 crore of Advances at the time of nationalization in July, 1969, today the Bank is 100% CBS enabled with

1729 Branches (as on 31.03.2013) and

1.70 lac crore. Presently, the Bank is having a Three

Regional Offices and the Branches.

After nationalization, the Bank expanded its branch network in a big way and actively participated i

developmental activities, particularly in the rural and semi

nationalization. In recognition of the role played by the Bank, it was designated as Lead Bank in several

districts and at present it is the Lead Bank in 30 districts in the States of West Bengal, Assam, Manipur and

Tripura. The Bank is also the Convener of the State Level Bankers' Committees (SLBC) for the States of West

Bengal and Tripura.

UBI played a significant role in the spread of bank

particularly in Eastern and North-Eastern India. UBI has sponsored 4 Regional Rural Banks (RRB) one each in

West Bengal, Assam, Manipur and Tripura. These four RRBs together have over 1000 branches.

United Bank of India has contributed 35% of the share capital/ additional capital to all the four RRBs in four

different states. In its efforts to provide banking services to the people living in the not easily accessible areas

of the Sunderbans in West Bengal, UBI had established two floating mobile branches on motor launches which

moved from island to island on different days of the week. The floating mobile branches were discontinued

with the opening of full-fledged branches at the centers which were being s

branches. UBI is also known as the 'Tea Bank' because of its age

gardens. It has been the largest lender to the tea industry.

The Bank has three full fledged Overseas Branches

Delhi and Mumbai with fully equipped dealing room and SWIFT terminal . Operations of all the branches have

since been computerized and Electronic Fund Transfer System came to be implemented in the Bank's

branches across the country. Besides, Bank has two Representative Offices in Dhaka and Mynamar.

has 907 ATMs (as on 31.03.2013) located across

Card at all VISA ATMs across the globe.

2. OVERVIEW

A. VISION STATEMENT

Our Vision is to emerge as a dynamic, techno savvy, customer

premier bank of our country with pan

with due emphasis on risk management in an environment of professionalism, Trust and transparency,

observing highest standards of corporate governance and corporate social responsibilities meeting the

expectations of all its stake holders as well as the aspirations of its e

is going to be core philosophy and driving force for the bank.

14


(established 1932) stood amalgamated with the Bank. Subsequently, other banks namely, Cuttack Bank Ltd.,



Corporation Ltd. (1914), Bengal Central Bank Ltd. (1918), Comilla Union Bank Ltd. (1922) and


origin of the Bank thus goes as far back as to 1914. As against 174 branches, Rs. 147 crore of D

dvances at the time of nationalization in July, 1969, today the Bank is 100% CBS enabled with

) and 33 Regional Offices and is having a Total Business of

lac crore. Presently, the Bank is having a Three-tier organizational set-up consisting of Head Office,

After nationalization, the Bank expanded its branch network in a big way and actively participated i

developmental activities, particularly in the rural and semi-urban areas in conformity with the objectives of


Lead Bank in 30 districts in the States of West Bengal, Assam, Manipur and


UBI played a significant role in the spread of banking services in different parts of the country, more

Eastern India. UBI has sponsored 4 Regional Rural Banks (RRB) one each in


ed Bank of India has contributed 35% of the share capital/ additional capital to all the four RRBs in four


, UBI had established two floating mobile branches on motor launches which


fledged branches at the centers which were being served by the floating mobile

branches. UBI is also known as the 'Tea Bank' because of its age-old association with the financing of tea

gardens. It has been the largest lender to the tea industry.

The Bank has three full fledged Overseas Branches and three Corporate Finance Branch each at Kolkata, New



Besides, Bank has two Representative Offices in Dhaka and Mynamar.

(as on 31.03.2013) located across the country and customers can use United International Debit

Card at all VISA ATMs across the globe.

Our Vision is to emerge as a dynamic, techno savvy, customer-centric, progressive and financially sound

premier bank of our country with pan-India presence, Sharply focused on business growth and profitability

on risk management in an environment of professionalism, Trust and transparency,


expectations of all its stake holders as well as the aspirations of its employees. Essentially Pursuit of Excellence

is going to be core philosophy and driving force for the bank.


, Cuttack Bank Ltd.,



Corporation Ltd. (1914), Bengal Central Bank Ltd. (1918), Comilla Union Bank Ltd. (1922) and


Deposits and Rs.

dvances at the time of nationalization in July, 1969, today the Bank is 100% CBS enabled with

usiness of more than Rs

up consisting of Head Office,

After nationalization, the Bank expanded its branch network in a big way and actively participated in the

urban areas in conformity with the objectives of


Lead Bank in 30 districts in the States of West Bengal, Assam, Manipur and


ing services in different parts of the country, more

Eastern India. UBI has sponsored 4 Regional Rural Banks (RRB) one each in


ed Bank of India has contributed 35% of the share capital/ additional capital to all the four RRBs in four


, UBI had established two floating mobile branches on motor launches which


erved by the floating mobile

old association with the financing of tea

each at Kolkata, New



Besides, Bank has two Representative Offices in Dhaka and Mynamar. The Bank

the country and customers can use United International Debit

centric, progressive and financially sound

India presence, Sharply focused on business growth and profitability

on risk management in an environment of professionalism, Trust and transparency,


Essentially Pursuit of Excellence

Disclosure Document

B. MAIN OBJECTS

During the year, Bank endeavored to tone up its business and image

schemes as well. Bank launched a new deposit scheme “National Scheme for Incentives to Girls for Secondary

Education” under the guidance of Department of School, Education & Literacy, Govt. of India, to promote

enrolment of the girl children in the age group of 14

financing to the Low Income group and economically weaker sections of society, Bank had put in place an

arrangement for Housing loan syndication. The Bank, in association with Calcutta Stock Exchange Ltd. has has

also launched its Online Share Trading product, “UConnect”.

Bank is now bracing up to achieve better & sustainable performance during the current year. The focus

continues to be on the CASA & Retail segments, Agricultural lending, substantial improvement on n

and fee based income, SME segment and active NPA Management. The Bank has taken several initiatives

under Alternative Delivery Channels and in other IT

ticketing and many more.

There has been a major thrust on the part of all the Banks to contribute substantially to the ongoing

Financial Inclusion Project of the Government. Bank continues to be one of the major contributors to the

cause through its activities under the Lead Bank Scheme a

Bengal & Tripura.

C. MAIN OBJECTS OF CONSTITUTIONAL DOCUMENTS

Section 3(5) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980, states as follows:

“Every corresponding new bank shall carry on and transact the business of banking as defined in clause (b) of

Section 5 of the Banking Regulation Act, 1949 (10 of 1949) and may engage in one or more of the other forms

of business specified in sub-section (1) of Section 6 of that Act.”

Section 5 (b) of the Banking Regulation Act reads as follows:

“Banking’ means the accepting, for the purpose of lending or investment, of deposits of money from the

public, repayable on demand or otherwise, and withdraw able by cheque, draft, order or othe

Section 6 (1) of the Banking Regulation Act reads as follows:

“Form and business in which banking companies may engage in addition to the business of banking, a banking

company may engage in any one or more of the following forms of business, namel

i. The borrowing, raising, or taking up of money; the lending or advancing of money either upon or

without security; the drawing, making, accepting, discounting, buying, selling, collecting and dealing

in bills of exchange, hundies, promissory notes, coupo

warrants, debentures, certificates, scrip and other instruments and securities whether transferable

or negotiable or not; the granting and issuing of letters of credit, travelers’ cheques and circular

notes; the buying, selling and dealing in bullion and specie; the buying and selling of foreign

exchange including foreign bank notes; the acquiring, holding, issuing on commission, underwriting

and dealing in stock, funds, shares, debentures, debenture stock, bon

investments of all kinds; the purchasing and selling of bonds, scrips or other forms of securities on

behalf of constituents or others, the negotiating of loans and advances; the receiving of all kinds of

15

During the year, Bank endeavored to tone up its business and image-building activities by introduction of new

launched a new deposit scheme “National Scheme for Incentives to Girls for Secondary


enrolment of the girl children in the age group of 14-18 years. Again, in order to cater greater home loan



o launched its Online Share Trading product, “UConnect”.


continues to be on the CASA & Retail segments, Agricultural lending, substantial improvement on n


under Alternative Delivery Channels and in other IT-related areas like Mobile Banking, Online Trading Portal, e

s been a major thrust on the part of all the Banks to contribute substantially to the ongoing


cause through its activities under the Lead Bank Scheme as well as the Convenor of SLBC in the states of West

TITUTIONAL DOCUMENTS


shall carry on and transact the business of banking as defined in clause (b) of


section (1) of Section 6 of that Act.”

Section 5 (b) of the Banking Regulation Act reads as follows:


public, repayable on demand or otherwise, and withdraw able by cheque, draft, order or otherwise.”

Section 6 (1) of the Banking Regulation Act reads as follows:


company may engage in any one or more of the following forms of business, namely:

The borrowing, raising, or taking up of money; the lending or advancing of money either upon or


in bills of exchange, hundies, promissory notes, coupons, drafts, bills of lading, railway receipts,



he buying, selling and dealing in bullion and specie; the buying and selling of foreign


and dealing in stock, funds, shares, debentures, debenture stock, bonds, obligations, securities and



building activities by introduction of new

launched a new deposit scheme “National Scheme for Incentives to Girls for Secondary


in, in order to cater greater home loan




continues to be on the CASA & Retail segments, Agricultural lending, substantial improvement on noninterest


related areas like Mobile Banking, Online Trading Portal, e-

s been a major thrust on the part of all the Banks to contribute substantially to the ongoing


s well as the Convenor of SLBC in the states of West


shall carry on and transact the business of banking as defined in clause (b) of



rwise.”


The borrowing, raising, or taking up of money; the lending or advancing of money either upon or


ns, drafts, bills of lading, railway receipts,



he buying, selling and dealing in bullion and specie; the buying and selling of foreign


ds, obligations, securities and



Disclosure Document

bonds, scrip or valuables on deposit or for safe custody or otherwise; the providing of safe deposit

vaults; the collecting and transmitting of money and securities.

ii. Acting as agents for any Government or local authority or any other person or persons; the carrying

on of agency business of any description including the clearing and forwarding of goods, giving of

receipts and discharges and otherwise acting as an attorney on behalf of customers, but excluding the

business of a managing agent or secretary and treasurer of a

iii. Contracting for public and private loans and negotiating and issuing the same.

iv. The effecting, insuring, guaranteeing, underwriting, participating in managing and carrying out of any

issue, public or private, of State, municipal or other

debenture stock of any company, corporation or association and the lending of money for the

purpose of any such issue.

v. Carrying on and transacting every kind of guarantee and indemnity business.

vi. Managing, selling and realizing any property which may come into the possession of the company in

satisfaction or part satisfaction of any of its claims.

vii. Acquiring and holding and generally dealing with any property or any right, title or interest in any

such property which may form the security or part of the security for any loans or advances or which

may be connected with any such security.

viii. Undertaking and executing trusts.

ix. Undertaking the administration of estates as executor, trustee or otherwise.

x. Establishing and supporting or aiding in the establishment and support of associations, institutions,

funds, trusts and conveniences calculated to benefit employees or ex

the dependents or connections of such persons; grantin

payments towards insurance; subscribing to or guaranteeing moneys for charitable or benevolent

objects or for any exhibition or for any public, general or useful object.

xi. The acquisition, construction, maintenance an

convenient for the purposes of the company;

xii. Selling, improving, managing, developing, exchanging, leasing, mortgaging, disposing of or turning

into account or otherwise dealing with all or any part o

xiii. Acquiring and undertaking the whole or any part of the business of any person or company, when

such business is of a nature enumerated or described in this sub

xiv. Doing all such other things as a

business of the company.

xv. Any other form of business which the Central Government may, by notification in the Official Gazette,

specify as a form of business in which it is lawful for a b

D. BANK’S OPERATIONS

16

uables on deposit or for safe custody or otherwise; the providing of safe deposit

vaults; the collecting and transmitting of money and securities.

Acting as agents for any Government or local authority or any other person or persons; the carrying

agency business of any description including the clearing and forwarding of goods, giving of


business of a managing agent or secretary and treasurer of a company.

Contracting for public and private loans and negotiating and issuing the same.

The effecting, insuring, guaranteeing, underwriting, participating in managing and carrying out of any

issue, public or private, of State, municipal or other loans or of shares, stock, debentures, or


Carrying on and transacting every kind of guarantee and indemnity business.

lling and realizing any property which may come into the possession of the company in

satisfaction or part satisfaction of any of its claims.

Acquiring and holding and generally dealing with any property or any right, title or interest in any

perty which may form the security or part of the security for any loans or advances or which

may be connected with any such security.

Undertaking and executing trusts.

Undertaking the administration of estates as executor, trustee or otherwise.

Establishing and supporting or aiding in the establishment and support of associations, institutions,

funds, trusts and conveniences calculated to benefit employees or ex-employees of the company or

the dependents or connections of such persons; granting pensions and allowances and making


objects or for any exhibition or for any public, general or useful object.

The acquisition, construction, maintenance and alteration of any building or works necessary or

convenient for the purposes of the company;

Selling, improving, managing, developing, exchanging, leasing, mortgaging, disposing of or turning

into account or otherwise dealing with all or any part of the property and rights of the company.

Acquiring and undertaking the whole or any part of the business of any person or company, when

such business is of a nature enumerated or described in this sub- section.

Doing all such other things as are incidental or conducive to the promotion or advancement of the

Any other form of business which the Central Government may, by notification in the Official Gazette,

specify as a form of business in which it is lawful for a banking company to engage.

uables on deposit or for safe custody or otherwise; the providing of safe deposit

Acting as agents for any Government or local authority or any other person or persons; the carrying

agency business of any description including the clearing and forwarding of goods, giving of


The effecting, insuring, guaranteeing, underwriting, participating in managing and carrying out of any

loans or of shares, stock, debentures, or


lling and realizing any property which may come into the possession of the company in

Acquiring and holding and generally dealing with any property or any right, title or interest in any

perty which may form the security or part of the security for any loans or advances or which

Establishing and supporting or aiding in the establishment and support of associations, institutions,

employees of the company or

g pensions and allowances and making


d alteration of any building or works necessary or

Selling, improving, managing, developing, exchanging, leasing, mortgaging, disposing of or turning

f the property and rights of the company.

Acquiring and undertaking the whole or any part of the business of any person or company, when

re incidental or conducive to the promotion or advancement of the

Any other form of business which the Central Government may, by notification in the Official Gazette,

Disclosure Document

I DEPOSIT SCHEMES

The Bank offers a wide range of choice

according to their best suited mode

liquidity and high rate of return. Some of the k

United Tax Savings

Growth

United Tax Savings

Income

United Bonanza

Current Deposit

Recurring Deposit

Savings Bank

Account

United Children

Savings Account

II LOAN SCHEMES

In order to make the Loan scheme more attr

it has been thoroughly revised by intr

and repayment etc.

I. Retail Credit

United Housing

Loan

United Smart Loan

United Personal

Loan - Pensioners

United Car Loan

United Mortgage

Loan

United Cash Rental

ii Priority Sector

Agricultural

(Direct & Indirect)

Micro & Small

Enterprise

Housing Loan Special Loan

Schemes for SC / ST

Community

iii Corporate Banking

Corporate Finance Group of the Bank at its Head office, Kolkata caters

Housing Finance Companies etc. providing direct credit in the form of:

1. Term Loans to fund capital expenditure

under Infrastructure and non-Infrastructure

2. Working Capital finance to Units in various

3. Corporate Loans for a variety of business r

17

oice of deposits through different schemes. Customers can select

ode of meeting all kinds of requirements like short term

. Some of the key deposit schemes offered by the Bank are as un

United Tax Savings United Bonanza

Savings

Fixed Deposits Re-Investment

Plans

Recurring Deposit United Flexi

Deposit

United Anand

Deposit

Capital Gains

Accounts

United Children

Savings Account

United Basic SB

Account

United Current

Deposit Account

United Gold

Current Deposit

eme more attractive to the people in the present competitive ban

introducing liberal approach in eligibility, quantum of

United Smart Loan United Housing

Loan - Pensioners

United Personal

Loan - Salaried

United Demand

Loan

United Car Loan United Consumer

Loan

United Education

Loan

United Trade Credit

United Cash Rental United Reverse

Mortgage loan

scheme

United Car Loan

Scheme for

Pensioners

United Salary

Payment

Overdraft Scheme

Micro & Small Micro Credit Special Loan

Schemes for SC / ST

Community

Educational Loan

Special Loan

Schemes for SC / ST

MSME Products MSME Specialized

Branches

Group of the Bank at its Head office, Kolkata caters to the needs of large Corporate

roviding direct credit in the form of:

diture for setting up new units, expansion and moderni

nfrastructure Sectors.

ts in various Sectors in the form of both Fund and Non Fund basis

y of business related purposes.

can select them

term or long term

e as under:

Investment

Plans

Capital Gains

Accounts

United Gold

Current Deposit

e banking scenario,

of loan, interest

United Demand

Loan

United Trade Credit

United Salary

Payment –

Overdraft Scheme

Educational Loan

to the needs of large Corporate, NBFCs,

ization projects,

rm of both Fund and Non Fund basis.

Disclosure Document

4. Export Credit both in Indian Rupees and Foreign Currency

In order to expedite sanction and disbursements, three specialized “Corporate Finance Branches” have been

set up at Kolkata, New Delhi and Mumbai.

Authorized Dealer Branch across the country to cater to the needs of Foreign Exchange Business / Operations.

iv MSME Segment

Bank’s MSME portfolio includes lending to Micro, S

Small sector is included in Priority Sector. As on 31

Rs.11072 crores representing a y-o-y growth of

v Deposit Schemes for NRIs

Attractive Deposit Schemes exist for Non Resident Indians in the form of NRO and NRE through SB, CA and TD

and the RoI is same with that offered for domestic deposits. Bank also Term Deposit schemes through FCNR

(B) in Foreign Currencies at attractive Ro

NRIs.

III. SERVICES

e-Banking Tele

Demat / Equity Trading

Cheques Truncation Banc

IV. TECHNOLOGY

During the past years, Bank yielded a positive result in a number of functional areas. The cent per cent branch

coverage under Core Banking Solution

Banks, it has also helped to open up new windows of opportunities to expand our size and scale of operations

across all segments and encourage product innovation

In the technology front, propelled by the achievement of

customer centric banking business environments that could foster long

experiences. Alternative Delivery Channels were given a push, to encourage usage of Internet Banking and

improve upon the quantum of hits at the Bank’s ATMs and Debit Cards. Better technological environment also

enabled betterment of the processes of supervision and control over Bank’s loan portfolio by way of analyzing

early warning signals, especially under potential

3. CORPORATE STRUCTURE

CHAIRPERSON & MANAGING DIRECTOR

CHIEF GENERAL MANAGER & GENERAL MANAGERS

18

and Foreign Currency.


and Mumbai. Besides, Bank has full fledged Treasury Branch and 50 ‘B’ Category


Bank’s MSME portfolio includes lending to Micro, Small and Medium Enterprises (MSME). Only Micro and

Small sector is included in Priority Sector. As on 31st

March, 2013, Bank’s Total Credit to MSE Sector stood at

y growth of 20.91%.



(B) in Foreign Currencies at attractive RoI. Further, Banks also provide booking of Forward Contract facilities to

Tele-Banking Mobile Banking Mutual Funds

e-ASBA U-Connect Cash Management

Bancassurance Self Service Kiosks


coverage under Core Banking Solution (CBS) has not only registered the Bank among a select group of

helped to open up new windows of opportunities to expand our size and scale of operations

across all segments and encourage product innovation. CBS application has been migrated to a higher version.

In the technology front, propelled by the achievement of 100% CBS, Bank is now focusing on building

customer centric banking business environments that could foster long-lasting value


on the quantum of hits at the Bank’s ATMs and Debit Cards. Better technological environment also


early warning signals, especially under potentially stressed assets bracket

B O A R D O F D I R E C T O R S

CHAIRPERSON & MANAGING DIRECTOR

EXECUTIVE DIRECTORS

CHIEF GENERAL MANAGER & GENERAL MANAGERS


Besides, Bank has full fledged Treasury Branch and 50 ‘B’ Category


mall and Medium Enterprises (MSME). Only Micro and

redit to MSE Sector stood at



I. Further, Banks also provide booking of Forward Contract facilities to

Mutual Funds

Cash Management


Bank among a select group of PSU

helped to open up new windows of opportunities to expand our size and scale of operations

. CBS application has been migrated to a higher version.

100% CBS, Bank is now focusing on building

lasting value-added-banking


on the quantum of hits at the Bank’s ATMs and Debit Cards. Better technological environment also


Disclosure Document

4. KEY OPERATIONAL & FINANCIAL PARAMETERS

S/N

PARAMETERS

1. Share Capital

2. Reserves & Surplus

3. Deposits

4. Borrowings

5. Total Debt (3+4)

6. Advances

7. Investments

8. Net Fixed Assets

9. Total Income

10. Total Expenditure

11. Operating Profit

12. Provisions & Contingencies

13. Profit After Taxation (PAT)

14. Gross NPA to Gross Advances

15. Net NPA to Net Advances (%)

16. Capital Adequacy Ratio

(BASEL II) (%)

17. Tier I Capital Adequacy Ratio

(BASEL II) (%)

18. Tier II Capital Adequacy Ratio

(BASEL II) (%)

19. Return on Assets (%)

20. Earning Per Share

(Basic & Diluted) in Rs.

19

DEPUTY GENERAL MANAGERS

FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3 AUDITED YRS

FY

2012-13

FY

2011-12 2010

(Audited) (Audited) (Audited)

1175 1161

4709 4419

100652 89116

4943 4920

105595 94036

68909 63043

33463 29059

857 805

10318 8694

9926 8061

2050 1829

1658 1196

392 633

Gross NPA to Gross Advances 2964 (4.25) 2176 (3.41)

Net NPA to Net Advances (%) 1970 (2.87) 1075 (1.72)

11.66 12.69

8.40 8.79

Tier II Capital Adequacy Ratio 3.26 3.90

0.38 0.70

8.64 15.79

AST 3 AUDITED YRS

(RS/CRORE)

FY

2010-11

(Audited)

1144

3877

77845

4412

82257

53502

26259

819

6979

6455

1507

983

524

1356 (2.51)

757 (1.42)

13.05

8.90

4.15

0.66

14.38

Disclosure Document

5. DEBT EQUITY RATIO OF THE ISSUER

PARTICULARS

Total Long Term Debt

Net Worth

Gross Debt/ Equity Ratio

* after adding the current bond issue amount of

6. PROJECT COST AND MEANS OF FINANCING,

THE FUNDS BEING RAISED BY THE ISSUER THR

MEANT FOR FINANCING ANY PARTICULAR PROJE

OF THE ISSUE FOR AUGMENTING ITS TIER

PURPOSE OF ITS REGULAR BUSINESS A

7. SUBSIDIARIES OF THE ISSUER

The Issuer has no subsidiary company as on the date of this Disclosure Document.

VI I . BR IEF HISTORY OF ISS

INC LUDING ANY REORGANIZATION, RECONSTRUCTI

CAPITAL STRUC TURE, ( AUTH ORIZED, ISSUED A

1. BRIEF HISTORY OF THE ISSUER

HISTORY SINCE INCEPTION

United Bank of India (UBI) has a proud

The Bank is one of the 14 major banks

Bank of India Ltd., was formed in

Corporation Ltd. (1914), Bengal Cent

Bank Ltd. (1932) (which were establish

Cuttack Bank Ltd. and Tezpur Industr

Mercantile Bank Ltd. and Narang Bank of Ind

respectively. The origin of the Bank thus

the Bank had 174 branches, Rs.147 cro

After nationalization, the Bank gradually exp

development of the economy, capital formation, channelization of domestic

extending credits for industrial and agricultural developments,

areas in conformity with the objectives

was designated as Lead Bank in severa

of West Bengal, Assam, Manipur and

Committees (SLBC) for the States of W

a. Major Events / Milestones

20

THE ISSUER (RS/CRORE)

Pre-Issue

(as on May 31, 2013)

Post Issue of Bonds of

Rs. Crore

3365 3865*

5125 5125

0.66 0.75

* after adding the current bond issue amount of Rs. 500 Crores to the figures of May 31, 2013.

MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS

ED BY THE ISSUER THROUGH PRESENT ISSUE OF TIER I I BONDS ARE

ANY PARTICULAR PROJECT. THE ISSUER SHALL UTILISE THE PROCEEDS

MENTING ITS TIER-II AND OVERALL CAPITAL BASE AND FOR THE

S REGULAR BUSINESS ACTIVITIES & OTHER ASSOCIATED BUSINESS OB

ISSUER

The Issuer has no subsidiary company as on the date of this Disclosure Document.

BRIEF HISTORY OF ISSUER S INCE INC ORPORATION, DETAILS OF ACTI

ZATION, RECONSTRUCTION OR AMALGAMATION,

AUTH ORIZED, ISSUED AN D SUBSCRIBED) AND BORROWINGS.

ISSUER

proud place in the economy of the eastern and north

anks which were nationalized on July 19, 1969. Its predece

in 1950 by the amalgamation of four banks viz. Com

tral Bank Ltd. (1918), Comilla Union Bank Ltd. (1922)

hed in the years indicated in brackets after the names).

Industrial Bank Ltd. got merged with UBI in the year 19

g Bank of India Ltd. were amalgamated with UBI in 19

us goes back as far as 1914. At the time of nationalization

crores of Deposits and Rs. 112 crore of Advances.

nk gradually expanded its branch network and actively participated

ent of the economy, capital formation, channelization of domestic savings into business and

extending credits for industrial and agricultural developments, particularly in the rural a

ectives of nationalization. In recognition of the role played

ral districts and at present it is the Lead Bank in 30 districts

and Tripura. The Bank is also the Convener of the State

West Bengal and Tripura.

(RS/CRORE)

Post Issue of Bonds of

.

F NEW PROJECTS

F TIER I I BONDS ARE NOT

UTILISE THE PROCEEDS

AL BASE AND FOR THE

SOCIATED BUSINESS OBJECTIVES.

ION, DETAILS OF ACTIV ITIES

ON OR AMALGAMATION, CH ANGES IN

ORROWINGS.

h-eastern India.

essor the United

Comilla Banking

22) and Hooghly

names). Subsequently,

61. Hindusthan

UBI in 1973 and 1976

zation in July, 1969,

participated in the

savings into business and

and semi-urban

yed by the Bank, it

cts in the States

State Level Bankers'

Disclosure Document

1. 1961 The Cuttack Bank Limited and The Tezpur Bank Limited merged with our Bank

2. 1964 Staff Training college at Kolkata (then Calcutta) was setup.

3. 1969 Our Bank was nationalised by GoI

4. 1970 Mobile branches were set up by our Bank

5. 1973 Hindusthan Mercantile Bank Limited merged with our Bank

6. 1976 Narang Bank of India Limited merged with our Bank

7. 1980 Appointed as convenor of State Level Bankers’ Committee in West Bengal,Tripura and Manipur

8. 1993 First branch brought under total branch mechanism

9. 1995 Crossed business level of Rs. 10,000 crore


11. 2007 Rolled out first CBS branch

12. 2007 Setup United Bank Socio – Economic Development Foundation Trust in 2007 for rendering assistance

to the weaker and under privileged sections of the society

13. 2007 Setup the first Rural Development & Self Employment Training Institute to provide

training to small farmers and unemployed youth free of cost

14. 2009 Achieved 100% CBS for all its Branches

15. 2009 Crossed Business Level of Rs. 100,000 crore

16. 2009 Opened its first Overseas Representative Office in Dhaka, Bangladesh

17. 2010 Came out with its maiden Initial Public Offering

18.2012 Bank successfully implemented

Automation of entire gamut of Treasury operation

related risk management aspects.

19. 2012 Crossed Total Business of Rs.150,

20. 2012 Opening its 2nd

Overseas Representative Office in Yangon, Myanmar on 5

21. 2012 Bank launched U-Connect –an integral portal for o

22. 2012 bank implemented Cheque Truncation System solution covering all Branches in southern region.

23.2012 Corporate / Retail Mail Messaging System covering all branches have been up

b. The Growth Path of the Bank:

Year Ended No. of Branches

31.03.2013 1729

31.03.2012 1680

31.03.2011 1597

31.03.2010 1534

31.03.2009 1451

31.03.2008 1401

2. CAPITAL STRUCTURE (as on 31

Particulars

1. SHARE CAPITAL

a. Authorized Equity Share Capital

300,00,00,000 Equity Shares of Rs

b. Issued Equity Share Capital

374706939 Equity Shares of Rs.

c. Subscribed & Paid-up Equity Share

374706939 Equity Share Capital of Rs. 10/

2. SHARE PREMIUM ACCOUNT

21

The Cuttack Bank Limited and The Tezpur Bank Limited merged with our Bank

Staff Training college at Kolkata (then Calcutta) was setup.

Our Bank was nationalised by GoI

were set up by our Bank

Hindusthan Mercantile Bank Limited merged with our Bank

Narang Bank of India Limited merged with our Bank


First branch brought under total branch mechanism

Crossed business level of Rs. 10,000 crore


Economic Development Foundation Trust in 2007 for rendering assistance

to the weaker and under privileged sections of the society

13. 2007 Setup the first Rural Development & Self Employment Training Institute to provide residential

training to small farmers and unemployed youth free of cost

14. 2009 Achieved 100% CBS for all its Branches

15. 2009 Crossed Business Level of Rs. 100,000 crore

16. 2009 Opened its first Overseas Representative Office in Dhaka, Bangladesh

2010 Came out with its maiden Initial Public Offering (IPO) of Equity Shares

2 Bank successfully implemented Integrated Treasury Management Solution (ITMS) for total

entire gamut of Treasury operations in both Domestic & Forex segmen

related risk management aspects.

. 2012 Crossed Total Business of Rs.150, 000 Crores.

Overseas Representative Office in Yangon, Myanmar on 5th

December 2012.

an integral portal for online registration for dematerialization of shares.

. 2012 bank implemented Cheque Truncation System solution covering all Branches in southern region.

.2012 Corporate / Retail Mail Messaging System covering all branches have been up-graded.

:

No. of Branches Paid-up Capital Deposits

1175 100652

1161 89116

1144 77845

866 68180

1782 54536

1532 46971

1.03.2013) (Rs/Crore)

Amount

Authorized Equity Share Capital

300,00,00,000 Equity Shares of Rs 10/- each

374706939 Equity Shares of Rs. 10/- each

up Equity Share Capital

374706939 Equity Share Capital of Rs. 10/- each


Economic Development Foundation Trust in 2007 for rendering assistance

residential

Integrated Treasury Management Solution (ITMS) for total

in both Domestic & Forex segment along with

December 2012.

nline registration for dematerialization of shares.

. 2012 bank implemented Cheque Truncation System solution covering all Branches in southern region.

: (Rs/ Crore)

Advances

68909

63043

53502

42330

35394

28152

Amount

3000.00

374.71

374.71

743.63

Disclosure Document

3.EQUITY SHARE CAPITAL HISTORY OF THE IS

Year Increase/Decrease

in Capital

At Nationalization X

1984 0.12

1985 12.19

1985 10.00

1986 75.00

1989 23.00

1990 140.00

1991 100.00

1994 215.00

1995 471.43

1995 67.44

1996 256.00

1997 338.00

1999 100.00

2006 (278.44)

2009 (1266.00)

2010 50.00

2011 27.99

2012 16.58

2013 13.71

PERPETUAL NON CUMULATIVE PREFERENCE SHARES (PNCPS)

Year No. of PNCPS

2009 25000

2010 55000

Total 80000

4. CHANGES IN CAPITAL STRUCTURE OF THE ISSUER FOR LAST 5 YEARS & UPTO

Particulars of Change

Return of Capital to Government of India

Initial Public Offer

Preferential Allotment to Govt. of India

Preferential Allotment to LICI

Preferential Allotment to Govt. of India

22

AL HISTORY OF THE ISSUER (SINCE NATIONALIZATION ON JULY19, 1

Increase/Decrease Nature of

Consideration

Mode Cumulative Paid

X Share Capital acquired

by GoI

0.12 Cash Cap. Infusion by GoI

12.19 Other than Cash Cap. Infusion by GoI












(278.44)

X

Adj. of Accumulated

Loss against Capital

(1266.00) X Return of capital to GoI

50.00 Cash Initial Public Offer

27.99 Cash Pref. Allotment to GoI

16.58 Cash Subscribed by LICI

13.71 Cash Cap. Infusion by GoI

PERPETUAL NON CUMULATIVE PREFERENCE SHARES (PNCPS)

Nature of Consideration Mode Paid Up Value

Cash PNCPS subscribed

by Govt. of India

Cash PNCPS subscribed

by Govt. of India

4. CHANGES IN CAPITAL STRUCTURE OF THE ISSUER FOR LAST 5 YEARS & UPTO 31.03.2013

Particulars of Change Amount (Rs./Cr.) Date of

(AGM/ EGM)

Return of Capital to Government of India 1266.00 By GoI Letter 11/25/2005

dated 07.07.2009

50.00 By GoI Letter 11/25/2005 = BOA

dated December 3

Preferential Allotment to Govt. of India 27.99 23rd

March 2011

16.58 27th

March 2012

Preferential Allotment to Govt. of India 13.71 13th

March 2013

IZATION ON JULY19, 1969)

Cumulative Paid

Up capital

2.69

2.81

15.00

25.00

100.00

123.00

263.00

363.00

578.00

1049.43

1116.87

1372.87

1710.87

1810.87

1532.43

266.43

316.43

344.43

361.00

374.71

Paid Up Value

Rs. 250.00 cr.

Rs.550.00 cr.

Rs.800.00 cr.

Date of Change

(AGM/ EGM)

By GoI Letter 11/25/2005 – BOA

dated 07.07.2009

By GoI Letter 11/25/2005 = BOA

dated December 3rd

2009

March 2011

March 2012

March 2013

Disclosure Document

5. DETAILS OF ANY ACQUISITION OR AMALGAMATI

6. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1

Type of Event Date of Announcement

None

7. SHAREHOLDING PATTERN

S/N Category

A Shareholding of Promoter & Promoter Group

(1) Indian

(a) Individuals/ Hindu Undivided Family

(b) Central Govt. / State Government(s)

(c) Bodies Corporate

(d) Financial Institutions/ Banks

Sub-Total (A)(1)

(2) Foreign

(a) Individuals (Non- Resident Individuals/

Foreign Individuals)

(b) Body Corporate

(c) Institutions

Sub-Total (A)(2)

Total Shareholding of Promoter and

Promoter Group (A) = (A)(1)+(A)(2)

B Public Shareholding

(1) Institutions

(a) Mutual Funds / UTI

(b) Financial Institutions/ Banks

(c) Insurance Companies

(d) Foreign Institutional Investors

Sub-Total (B)(1)

(2) Non-Institutions

(a) Bodies Corporate

(b) Individuals

(i) Individual shareholders holding nominal

share capital up to Rs. 1 lakh

(ii) Individual shareholders holding nominal

share capital in excess of Rs. 1 lakh

(c) Others

(i) Clearing Members

(ii) Office Bearer

23

SITION OR AMALGAMATION IN THE LAST 1 YEAR: NONE

DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR

Date of Announcement Date of Completion

None None

OF THE ISSUER (AS ON 31.03.2013)

No. of

Shareholders

Total No. of

Shares

No. of Shares

in Demat form

Shareholding of Promoter & Promoter Group

Individuals/ Hindu Undivided Family X X X

Central Govt. / State Government(s) 1 308128640 294420621

X X X

X X X

1 308128640 294420621

Resident Individuals/ X X X

X X X

X X X

X X X

Shareholding of Promoter and

Promoter Group (A) = (A)(1)+(A)(2)

1 308128640 294420621

19 10866140 10866140

5 96664 96664

3 26375382 26375382

Foreign Institutional Investors 21 2525138 2525138

48 39863324 39863324

570 9957138 9957138

X X X

shareholders holding nominal

60638 12184046 12182564

Individual shareholders holding nominal

share capital in excess of Rs. 1 lakh

72 2633458 2633458

X X X

179 222668 222668

3233 1214133 1214133

: NONE

Details

None

No. of Shares

emat form

Total

Shareholding as

a %age of Total

No. of Shares

X

82.23

X

X

82.23

X

X

X

X

82.23

2.90

0.03

7.04

0.67

10.64

2.66

X

3.25

0.70

X

0.06

0.32

Disclosure Document

(iii) Trust & Foundations

(iv) Non Resident Individuals

Sub-Total(B)(2)

Total Public Shareholding

(B)= (B) (1)+(B) (2)

TOTAL (A)+(B)

C Shares held by Custodians and against

which Depository Receipts have been

issued

GRAND TOTAL (A)+(B)+(C)

NOTE: TH E PROMOTERS HAVE NOT

IN TH E BANK.

8. TOP 10 EQUITY SHARE HOLDERS OF THE ISSUE

TOP 10 SHAREHOLDERS (as on 31.05.2013

S/N Name of Sha1. President of India

2. Life Insurance Corporation of India

3. HDFC Standard Life Insurance Company Ltd

4. IDFC Premier Equity Fund

5. SBI Life Insurance Company Ltd.

6. Birla Sun Life Trustee Co. (P) Ltd. A/c: Birla Sun Life Dividend

7. ICICI Prudential Life Insurance Co. Ltd.

8. TATA-AIA Life Insurance Co. Ltd

9. MAX Life Insurance Co. Ltd-ULIF00125/06/0

10. MAX Life Insurance Co. Ltd-ULIF00125/06/0

9. PROMOTER HOLDING IN THE ISSUER (

S/N. Name of Shareholder Total No. of

Equity Shares

held

1 President of India 308128640

10. BORROWINGS OF THE ISSUER

24

6 50100 50100

538 453432 453432

61824 41152574 41151624

61872 66578299 66576817

61873 374706939 360997438

Shares held by Custodians and against

which Depository Receipts have been

X

X

X

61873 374706939 360997438

HAVE NOT PLEDGED OR ENC UMBERED BY TH EIR SH AREHOLD

HOLDERS OF THE ISSUER (AS ON 31.05.2013

31.05.2013)

of Shareholder No. of Shares % Shar 308128640

Life Insurance Corporation of India 17221031

HDFC Standard Life Insurance Company Ltd 8961299

4500000

Life Insurance Company Ltd. 3523000

Co. (P) Ltd. A/c: Birla Sun Life Dividend 2100000

ICICI Prudential Life Insurance Co. Ltd. 1768814

AIA Life Insurance Co. Ltd-Whole Life MID capital E F 1434827

ULIF00125/06/04 1089300

ULIF00125/06/07 980040

THE ISSUER (AS ON 31.05.2013)

Total No. of

Equity Shares

held

No. of Equity

Shares held

in Demat

form

Total Shareholding

as a %age of Total

No. of Equity

Shares

No of

Equity

Shares

Pledged

308128640 294420621 82.23 Nil

SUER (AS ON 31.03.2013)

0.01

0.12

7.13

17.77

100

X

100

D BY TH EIR SH AREHOLDING

31.05.2013)

% Shareholding 82.23

4.60

2.39

1.20

0.94

0.56

0.47

0.38

0.29

0.26

% of Equity

Shares pledged

with respect to

shares owned

N.A.

Disclosure Document

A. SECURED LOAN FACILITIES

Lender’s Name Type of

Facility

The Bank has not availed any secured borrowings from any of the creditors

B. UNSECURED LOAN FACILITIES

DETAILS OF BORROWINGS As On 31.03

Borrowings from Reserve Bank of India

Borrowings from Other Banks

Borrowings from Other Institutions &

Borrowings outside India

TOTAL

C.

DEPOSITS AS ON 31.03.2013

S/N

A. Demand Deposits

(i) From Banks

(ii) From Others

Total (Demand Deposits) (A)

B. Saving Banks Deposits

C. Term Deposits

(i) From Banks

(ii) From Others

Total (Term Deposits) (C)

Total Deposits (A+B+C)

D. CAPITAL STATUS BONDS

Unsecured Non-Convertible Subordinated

(Outstanding as on March 31, 2013)

Issue

Series

Date of

Allotment

Tenor

(in mths)

Series II 15.02.2005 123 AA

25

Amount

Sanctioned

Principal

Amount

Outstanding

Repayment

Date/

Schedule

The Bank has not availed any secured borrowings from any of the creditors

3.2013

nk of India

& Agencies

(RS/CRORE)

P A R T I C U L A R S AMOUNT

Total (Demand Deposits) (A)

Saving Banks Deposits (B)

Total (Term Deposits) (C)

Total Deposits (A+B+C)

ated Lower Tier-II Bonds

Present Credit Rating Coupon Rate

(% p.a.)

Redemption

Date

AA by ICRA & AA+ by CARE 7.40 (annual) 15.05.201

Security

(Rs./ Crores)

327

Nil

3365

1251

4943

(RS/CRORE)

AMOUNT

1204

8330

9534

30372

1450

59296

60746

100652

(Rs./Crores)

Redemption

Amount

(Rs./ Cr.)

15 300.00

Disclosure Document

Series III 29.03.2006 121 AA

Series IV 16.08.2006 120 AA

Series V 27.03.2007 121 AA

Series VI 25.03.2009 120 AA

Series VII 28.12.2011 120 AA+ by both CARE & CRISIL

Unsecured Non-Convertible Subordina

Issue

Series

Date of

Allotment

Tenor

(in

months)

Series I 18.06.2007 180

ICRA

Unsecured Non-Convertible Subordina

31.05.2013)

Issue

Series

Date of

Allotment

Tenor

(in

months)

Series I 05.12.2012 Perpetual

11. TOP 10 BONDHOLDERS* (as on 31.05.2013)

S/N NAME OF BONDHOLDER

1 LIFE INSURANCE CORPORATION OF INDIA

2 CBT EPF-05-C-DM Standard Chartered Bank, CRESCENZO

3 STATE BANK OF INDIA EMPLOYEES PENSION FUND

4 TCS EMPLOYEES PROVIDENT FUND

5 COAL MINES PENSION FUND

26

AA by ICRA & AA+ by CARE 8.00 (semi-annual) 29.04.201

AA by ICRA & AA+ by CARE 9.25 (semi-annual) 16.08.201



AA+ by both CARE & CRISIL 9.20 (annual) 28.12.2021

T O T A L

ated Upper Tier-II Bonds (outstanding as on 31.05.2013

Credit

Rating

Coupon Rate

(% p.a.)

Call Option

Due Date

Redemption

Date

AA- by

ICRA & AA

by

CARE

10.65 (annual)

(step up by 50 bps

if call option is not

exercised at the

end of 10th year)

18.06.2017 18.06.20

T O T A L

nated Perpetual Debt Instrument Tier I Bonds outsta

Credit

Rating

Coupon Rate

(% p.a.)

Call Option

Due Date

Redemption

Date

AA by

CRISIL &

CARE

09.27 (annual)

05.12.2022 Perpetual

T O T A L

TOP 10 BONDHOLDERS* (as on 31.05.2013)

NAME OF BONDHOLDER TOTAL FACE VALUE OF BONDS

LIFE INSURANCE CORPORATION OF INDIA

DM Standard Chartered Bank, CRESCENZO

STATE BANK OF INDIA EMPLOYEES PENSION FUND

TCS EMPLOYEES PROVIDENT FUND

16 100.00

16 200.00

17 100.00

25.03.2019 250.00

28.12.2021 200.00

1150.00

3)

(Rs./ crores)

Redemption

Amount

(Rs. / crs.)

022 575.00

575.00

outstanding as on

(Rs./ crores)

Redemption

Amount

(Rs. / crs.)

Perpetual 300.00

300.00

TOTAL FACE VALUE OF BONDS

3033000000.00

1000000000.00

985000000.00

806000000.00

603000000.00

Disclosure Document

6 CENTRAL BANK OF INDIA

7 TRUSTEES UBI STAFF PROVIDENT FUND

8 NALCO EMPLOYEES PROVIDENT FUND TRUST

9 MAHARASHTRA STATE ELECTRICITY BOARD C P F

10 ICICI PRUDENTIAL SHORT TERM PLAN

T O T A L

* Top 10 holders’ of bonds have

12. AMOUNT OF CORPORATE

COUNTER PARTIES INCLUDING ITS SUBSIDIARI

COMPANIES etc.

TH E ISSUER H AS NOT ISSUED AN

COUNTERPARTY INCLUDING ITS SUBSIDIARIES ,

COMPANIES etc.

13. CERTIF ICATE OF DEPOSITS ISSUED BY TH E IS

S/N Issue Date

1 26-Mar-13

2 21-Mar-13

3 28-Mar-13

4 21-Mar-13

5 22-Mar-13

6 25-Mar-13

7 28-Mar-13

8 26-Mar-13

9 26-Mar-13

10 26-Mar-13

11 28-Mar-13

12 28-Mar-13

13 28-Mar-13

14 28-Mar-13

15 28-Mar-13

16 15-May-13

17 13-May-13

18 13-May-13

19 14-May-13

20 14-May-13

21 15-May-13

22 16-May-13

23 21-May-13

24 21-May-13

25 28-May-13

27

UBI STAFF PROVIDENT FUND

NALCO EMPLOYEES PROVIDENT FUND TRUST

MAHARASHTRA STATE ELECTRICITY BOARD C P F

ICICI PRUDENTIAL SHORT TERM PLAN

T O T A L

* Top 10 holders’ of bonds have been shown on a cumulative basis for all outstanding bonds.

AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR

UDING ITS SUBSIDIARIES, JOINT VENTURE ENTITIES, GROUP

SSUED ANY CORPORATE GUARANTEE IN FAVOUR OF ANY

NG ITS SUBSIDIARIES , J OINT VENTURE ENTIT I

ITS ISSUED BY TH E ISSUER AS ON 31.05 .2013

Maturity Date FACE VALUE (RS. / CRORES)

3-Jun-13 200.00

18-Jun-13 300.00

18-Jun-13 200.00

19-Jun-13 200.00

21-Jun-13 200.00

24-Jun-13 100.00

24-Jun-13 150.00

25-Jun-13

25-Jun-13 200.00

25-Jun-13 100.00

25-Jun-13 150.00

25-Jun-13 300.00

27-Jun-13 200.00

27-Jun-13

27-Jun-13 300.00

8-Jul-13 350.00

12-Jul-13 500.00

12-Jul-13 200.00

12-Jul-13 100.00

15-Jul-13 300.00

15-Jul-13 300.00

16-Jul-13

19-Jul-13 200.00

19-Jul-13 100.00

26-Jul-13

500000000.00

489000000.00

342000000.00

300000000.00

300000000.00

8358000000.00

outstanding bonds.

THE ISSUER IN FAVOUR OF VARIOUS

TITIES, GROUP

E IN FAVOUR OF ANY

J OINT VENTURE ENTIT IES , GROUP

CRORES)

200.00

300.00

200.00

200.00

200.00

100.00

150.00

75.00

200.00

100.00

150.00

300.00

200.00

50.00

300.00

350.00

500.00

200.00

100.00

300.00

300.00

75.00

200.00

100.00

50.00

Disclosure Document

26 21-May-13

27 22-May-13

28 23-May-13

29 17-May-13

30 20-May-13

31 21-May-13

32 22-May-13

33 23-May-13

34 31-May-13

35 24-May-13

36 27-May-13

37 28-May-13

38 29-May-13

39 30-May-13

40 31-May-13

41 21-May-13

42 27-May-13

43 18-Mar-13

44 26-Mar-13

45 25-Mar-13

46 21-May-13

47 28-May-13

TOTAL

14. OTH ER BORROWINGS ( IN

CONVERTIBLE BONDS ( “FCCBS”) , OPTIONALL

PREFERENC E SH ARES) (AS ON 31.03 .2013)

ISSUER H AS NOT ISSUED ANY H YBRID DEBT L I

(FCCBS) , OPTIONALLY C ONVERTIBLE BONDS /

ETC.

15 . SERVICING BEHAVIOR O

DELAY(S) IN PAYMENTS OF INTEREST AND PRIN

SECURITIES AND OTH ER FINANCIAL INDEBTEDNE

ISSUED BY TH E ISSUER, IN TH E PAST 5

A. TH E MAIN C ONSTITUEN T

FORM OF DEPOSITS , LOANS FROM RESERVE BAN

INSTITUTIONS, BONDS, CDS ETC.

B. TH E ISSUER H AS BEEN SERVICING ALL ITS PR

TIME AND TH ERE HAS BEEN NO INSTANC E OF D

28

30-Jul-13 100.00

30-Jul-13 100.00

30-Jul-13 100.00

5-Aug-13

5-Aug-13

5-Aug-13

5-Aug-13

5-Aug-13

5-Aug-13 100.00

7-Aug-13

7-Aug-13

7-Aug-13

7-Aug-13

7-Aug-13

7-Aug-13

15-Oct-13 200.00

10-Dec-13 100.00

4-Mar-14 100.00

14-Mar-14 207.00

25-Mar-14 150.00

8-Apr-14 150.00

28-May-14

6807.00

OTH ER BORROWINGS ( INCLUDING H YBRID DEBT L IKE FOREIGN CURRENC

( “FCCBS”) , OPTIONALLY CONVERTIBLE BONDS/ DEBENTURES /

AS ON 31.03 .2013)

D ANY H YBRID DEBT L IK E FOREIGN C URRENC Y CONVERTIBLE BONDS

C ONVERTIBLE BONDS / DEBENTURES (OC BS) / PREFERENC E SH ARES

SERVICING BEHAVIOR ON EXISTING DEBT SEC URITIES , DEFAULT(S) A

OF INTEREST AND PRINCIPAL OF ANY K IND OF TERM LOANS, DEBT

FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE

, IN TH E PAST 5 YEARS

TH E MAIN C ONSTITUEN TS OF TH E ISSUER’S BO RROWINGS ARE GENERAL

ANS FROM RESERVE BANK OF INDIA, OTHER BA

CDS ETC.

SERVICING ALL ITS PRINC IPAL AND INTEREST L IABIL ITIES ON

EEN NO INSTANC E OF DELAY OR DEFAULT SINC E INC EPTION.

100.00

100.00

100.00

50.00

50.00

50.00

50.00

50.00

100.00

50.00

50.00

50.00

50.00

50.00

50.00

200.00

100.00

100.00

207.00

150.00

150.00

50.00

6807.00

L IKE FOREIGN CURRENC Y

DEBENTURES /

CONVERTIBLE BONDS

PREFERENC E SH ARES

R IT IES , DEFAULT(S) AND/OR

TERM LOANS, DEBT

TE GUARANTEE

RROWINGS ARE GENERALLY IN TH E

K OF INDIA, OTHER BANKS AND

LIABIL ITIES ON

E INC EPTION.

Disclosure Document

C. TH E ISSUER HAS NEITH ER DEFAULTED IN REPA

BORROWINGS NOR AFFECTED ANY K IND OF ROLL

IN TH E PAST.

D. TH E ISSUER H AS NOT DEFAULTED IN ANY

OUT OF ANY CORPORATE GUARANTEE ISSUED BY

ITS SUBSIDIARIES , JOINT VENTURE ENTITIES

16. OUTSTANDING BORROWIN

THAN CASH, WHETHER IN WHOLE OR PART, AT

OF AN OPTION

TH E ISSUER CONFIRMS TH AT OTH ER THAN AND

IN THIS DISCLOSURE DOCUMENT, IT HAS NOT

TO ISSUE ANY DEBT SECURITIES OR AVAILED

OTH ER TH AN C ASH , WH ETH ER IN WH OLE OR IN

PURSUANC E OF AN OPTION S INC E INC EPTION.

17. AUDITED STANDALONE FINANCIAL INFORMATION

A. STATEMENT OF PROFIT & LOSS

S/N P A R A M E T E R S

I INCOME

a. Interest Earned

b. Other Income

Total Income

II EXPENDITURE

a. Interest Expended

b. Operating Expenses

c. Provisions and Contingencies

Total Expenditure

III PROFIT FOR THE YEAR

Profit brought forward

TOTAL

IV APPROPRIATIONS

Transfer to Statutory Reserves

Transfer to Revenue & Other Reserves

Transfer to Special Reserves

Transfer to Capital Reserve

Proposed Dividend

Tax on Dividend

Balance Carried over to Balance Sheet

TOTAL

Earning Per Share (Basic & Diluted) (in Rs.)

29

ER DEFAULTED IN REPAYMENT/ REDEMPTION OF

TED ANY K IND OF ROLL OVER AGAINST ANY OF ITS BORROWINGS

OT DEFAULTED IN ANY OF ITS PAYMENT OBL IGATIONS ARISING

GUARANTEE ISSUED BY IT TO ANY C OUNTERPARTY INC LUDING

INT VENTURE ENTITIES , GROUP COMPANIES ETC IN TH E PAST.

OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATION OTH

N WHOLE OR PART, AT A PREMIUM OR DISCOUNT, OR IN PURSUANCE

TH AT OTH ER THAN AND TO TH E EXTENT MENTIONED ELSEWH ERE

OCUMENT, IT HAS NOT ISSUED ANY DEBT SEC URITIES

CURIT IES OR AVAILED ANY BORROWINGS FOR A CONSIDERATION

TH ER IN WH OLE OR IN PART, AT A PREMIUM OR DISCOUNT OR IN

ON S INC E INC EPTION.

INANCIAL INFORMATION OF THE ISSUER

& LOSS (RS/CRORE)

P A R A M E T E R S FY

2010-11

FY

2011-

6341 7961

637

6979 8694

4172 5482

1299 1383

983 1196

6454 8061

524

X

524

Transfer to Statutory Reserves 131

Transfer to Revenue & Other Reserves 218

X

19

135

21

Balance Carried over to Balance Sheet X

524

Earning Per Share (Basic & Diluted) (in Rs.) 14.38 15.79

YMENT/ REDEMPTION OF ANY OF ITS

ITS BORROWINGS

ATIONS ARISING

TY INC LUDING

C IN TH E PAST.

OR CONSIDERATION OTHER

T, OR IN PURSUANCE

NED ELSEWH ERE

R IT IES OR AGREED

CONSIDERATION

R DISCOUNT OR IN

(RS/CRORE)

-12

FY

2012-13

7961 9252

733 1067

8694 10318

5482 6764

1383 1504

1196 1658

8061 9926

633 392

X X

633 392

158 98

281 110

X X

5 13

163 147

26 25

X X

633 392

15.79 8.64

Disclosure Document

B. BALANCE SHEE


I CAPITAL & LIABILITIES

a. Capital

b. Reserves & Surplus

c. Deposits

d. Borrowings

e. Other Liabilities and Provisions

TOTAL

II ASSETS

a. Cash & Balances with Reserve Bank of India

b. Balances with Banks and Money at Call & Short Notice

c. Investments

d. Advances

e. Fixed Assets

f. Other Assets

TOTAL

C. CASH FLOW STATEMENT


A. Cash Flow from Operating Activities

I Net Profit after Tax

Provision for Tax (Net of deferred Tax)

TOTAL (I)

II Adjustment for

Depreciation on Fixed Assets

Profit/Loss on Sale of Fixed Asset (Net)

Provision for Investment (net)

Provision against Standard Assets

Provision for NPA Advances

Other Provision

Interest on Subordinate Debts

LESS: Drawn from Revenue Reserve

TOTAL (II)

Operating Profit before changes in Operating Assets &

Liabilities Total (I)+(II)

III Changes in Operating Assets & Liabilities

Decrease/(Increase) in Investments

Decrease/ Increase in Advances

Decrease/ Increase in Deposits

Decrease/ Increase in Borrowings

30

(RS/CRORE)

P A R A M E T E R S As on

31-03-11

As on

31-03

1144 1161

3877 4419

77845 89116

4411 4920

Other Liabilities and Provisions 2763 2394

90040 102010

Cash & Balances with Reserve Bank of India 5943 5092

Balances with Banks and Money at Call & Short Notice 1385 2185

26259 29059

53502 63043

819 805

2132 1826

90040 102010

STATEMENT (RS/CRORE)

P A R A M E T E R S FY

2010-11

FY

2011-

Cash Flow from Operating Activities

524

of deferred Tax) 145

669

113

Profit/Loss on Sale of Fixed Asset (Net)

(0.05)

Provision for Investment (net)

Provision against Standard Assets 48

436

Interest on Subordinate Debts 143

Drawn from Revenue Reserve (13)

1081 1180

Operating Profit before changes in Operating Assets & 1750 2029

Changes in Operating Assets & Liabilities

Decrease/(Increase) in Investments (32) (2879)

Decrease/ Increase in Advances (11608) (10231)

Decrease/ Increase in Deposits 9664 11272

Decrease/ Increase in Borrowings 1971

(RS/CRORE)

As on

-12

As on

31-03-13

1175

4709

100652

4943

3137

114615

3846

5142

33463

68909

857

2397

114615

(RS/CRORE)

-12

FY

2012-13

633 392

216 99

849 491

70 61

(0.05) (0.92)

104 38

86 182

690 1010

99 329

148 170

(17) (16)

1180 1773

2029 2264

(2879) (4432)

(10231) (6876)

11272 11535

309 (278)

Disclosure Document

Decrease/ Increase in Other Assets

Decrease/Increase in Other Liabilities & Provisions

TOTAL (III)

Cash Generated from Operations (I+II+III)

Tax Paid (Net of Refund) - IV

Net Cash from Operating Activities

B. Cash Flow from Investing Activities

Purchase of Fixed Assets (Net of Sales)

TOTAL (B)

C. Cash Flow from Financing Activities

Issue of Share Capital

P N C P S

Share Premium

Subordinate Bonds issued

Interest paid on Subordinated Bonds

Payment of Dividend / Corporate Tax on Dividend

TOTAL (C)

D. Net changes in cash & cash equivalents (A+B+C)

Cash & cash equivalents at the beginning of the year

Cash & cash equivalents at the end of the year

D. AUDITORS’ QUALIFICATIONS

Financial Year

2012-13

2011-12

2010-11

2009-10

18. LATEST AUDITED STANDALONE FINANCIAL

S/N

PARTICULARS

1. Interest Earned (a + b + c + d)

a) Interest/ discount on advances/ bills

b) Income from Investments

c) Interest on balances with Reserve Bank of

other Inter Bank Funds

d) Other Intt.

2. Other Income

3. Total Income (1+2)

31

Decrease/ Increase in Other Assets (525)

Decrease/Increase in Other Liabilities & Provisions (59) (612)

(589) (1793)

Cash Generated from Operations (I+II+III) 856

(168) (258)

Net Cash from Operating Activities TOTAL (A) (I+II+III+IV) 688

Cash Flow from Investing Activities

Purchase of Fixed Assets (Net of Sales) (61)

(61)

Cash Flow from Financing Activities

28

250

280

X

Interest paid on Subordinated Bonds (143) (148)

Corporate Tax on Dividend (92) (156)

323

Net changes in cash & cash equivalents (A+B+C) 950

Cash & cash equivalents at the beginning of the year 6378 7328

Cash & cash equivalents at the end of the year 7328 7277

Auditors’ Qualifications

N I L

N I L

N I L

N I L

TANDALONE FINANCIAL INFORMATION OF THE ISSUER: (RS/ CRORE)

PARTICULARS

Year Ended Year Ended

31.03.2011 31.03.2012

Interest Earned (a + b + c + d) 6342 7961

Interest/ discount on advances/ bills 4634 6034

1673 1878

Interest on balances with Reserve Bank of India and 10 16

25 34

637 733

6979 8694

348 (450)

(612) 240

(1793) (261)

236 2003

(258) (220)

(22) 1783

(56) (112)

(56) (112)

17 14

X X

116 86

200 300

(148) (170)

(156) (189)

28 41

(50) 1712

7328 7277

7277 8989

SSUER: (RS/ CRORE)

Year Ended

31.03.2012 31.03.2013

7961 9251

6034 6899

1878 2259

16 64

34 29

733 1067

8694 10318

Disclosure Document

4. Interest Expended

5. Operating Expenses (i)+(ii)

(i) Employees Cost

(ii) Other Operating Expenses

6. Total Expenditure (4)+(5) (excluding Provisions and

Contingencies)

7. Operating Profit before provisions and

contingencies(3-6)

8. Provisions (other than tax) and Contingencies

9. Exceptional Items

10. Profit (+)/ Loss (-) from Ordinary Activities before

Tax (7-8-9)

11. Tax Expense- Current Year

12. Profit (+)/ Loss (-) from Ordinary Activities after Tax

(10-11)

13. Extraordinary Items

(net of tax expense)

14. Net Profit (+) / Loss (-) for the period (12

15. Paid-up Equity Share Capital

(Face Value of each share- Rs.10/

16. Reserves excluding revaluation reserves

19. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT

TH E ISSUER H EREBY CONFIRMS TH AT TH E RE HA

DEVELOPMENT OR CH ANGE H AVING IMPLICATION

OF TH E ISSUER ( E.G. ANY MATERIAL REGULAT

PROMOTERS OF TH E ISSUER, TAX L ITIGATIONS

CORPORATE RESTRUC TURING EVENT ETC) AT TH

ISSUE OR TH E INVESTO R’S DECISION TO INVE

SECURITIES OF TH E ISSUER.

32

4172 5482

1299 1383

814 891

485 492

Total Expenditure (4)+(5) (excluding Provisions and 5471 6865

Operating Profit before provisions and 1508 1829

Provisions (other than tax) and Contingencies 827 980

--

) from Ordinary Activities before 681 849

156 216

) from Ordinary Activities after Tax 524 633

-- --

) for the period (12-13) 524 633

up Equity Share Capital

Rs.10/-) 344 36

Reserves excluding revaluation reserves 3219 3778

LOPMENT OR CHANGE AT THE TIME OF ISSUE

NFIRMS TH AT TH E RE HAS BEEN NO MATERIAL E

E H AVING IMPLICATIONS ON TH E FINANCIALS/ C REDIT QUALITY

ANY MATERIAL REGULATORY PROC EEDINGS AGAINST T

UER, TAX L ITIGATIONS RESULTING IN MATERIAL L IABIL IT IES ,

ING EVENT ETC) AT TH E TIME OF ISSUE WHICH MAY AFFECT TH E

R ’S DECISION TO INVEST/ CONTINUE TO INVEST IN TH E DE

5482 6764

1383 1504

891 933

492 571

6865 8268

1829 2050

980 1559

-- --

849 491

216 99

633 392

--

633 392

61 375

3778 4085

S BEEN NO MATERIAL EVENT,

C REDIT QUALITY

ROC EEDINGS AGAINST TH E ISSUER/

L L IABIL IT IES ,

H MAY AFFECT TH E

ST IN TH E DEBT

Disclosure Document

VII I . SUMMARY TERM SH EET

Issuer United Bank of India (“UBI”/ the “Bank”/ the “Issuer”)

Issue Size Rs. 500.00 Crore

Objects of the Issue Augmenting Tier II Capital and overall capital of the Bank for strengthening

adequacy and for enhancing its long

Instrument Non-convertible Redeemable

the nature of Promissory Notes

Nature and status of

Bonds

Claims of the Investors in the

Instruments

Depositors and general Creditors of the Bank and (iii) these Bonds shall

secured nor covered by a guarantee of the Issuer or its related entity or other

arrangement that legally or economically enhances the seniority of the claim vis

creditors of the Bank. The Bondholder(s) shall have no rights to accelerate t

repayment of future scheduled payments (coupon or principal) except in bankruptcy

and liquidation.

Issuance Mode In Demat mode only

Convertibility Non-Convertible

Trading Mode In Demat mode only

Credit Rating “AA+/Stable

Mode of Issue Private Placement

Security Unsecured

Loss Absorbency Instrument shall be subjected to loss absorbency features applicable for non equity

capital Instruments

02, 2012 on Prudential Guidelines for Implementation of Basel III Capital Regulations in

India covering criteria for inclusion of debt capital

(Appendix 6) and minimum req

Accordingly, the

off or Temporarily written off on the occurrence of the trigger event called the Point of

Non Viability (PONV). PONV

Circular and shall be determined by the

Face Value Rs. 10 lacs per Bond

Premium/ Discount

on Issue

Nil

Issue Price At par (Rs.10.00 lacs per Bond)

Premium/ Discount

on redemption

Nil

Maturity Redeemable after

Lock-in-Period Not Applicable

Minimum Application 5 (five) Bonds and in multiples of 1Bond thereafter

Put Option None

Call Option None

Call Option Price Not applicable

33

SUMMARY TERM SH EET

United Bank of India (“UBI”/ the “Bank”/ the “Issuer”)

00.00 Crore

Augmenting Tier II Capital and overall capital of the Bank for strengthening

adequacy and for enhancing its long-term resources;

convertible Redeemable Unsecured Basel III complaint Tier II Bonds(Series

the nature of Promissory Notes of Rs.10.00 lacs each

Claims of the Investors in the Instruments shall be (i) senior to the claims of Investors in

eligible for inclusion in Tier 1 Capital (ii) subordinate to the claims of all

Depositors and general Creditors of the Bank and (iii) these Bonds shall


arrangement that legally or economically enhances the seniority of the claim vis

creditors of the Bank. The Bondholder(s) shall have no rights to accelerate t


and liquidation.

In Demat mode only

Convertible

In Demat mode only

“AA+/Stable ” By CRISIL And “AA+/Stable ” By Brickwork Ratings

Private Placement

Instrument shall be subjected to loss absorbency features applicable for non equity

Instruments vide RBI Circular DBOD.No.BP.BC.98 /21.06.201/2011


India covering criteria for inclusion of debt capital Instruments

(Appendix 6) and minimum requirements to ensure loss absorbency (Appendix 12).

Accordingly, the instrument may at the option of the RBI either be permanently

Temporarily written off on the occurrence of the trigger event called the Point of

Non Viability (PONV). PONV trigger event shall be as defined in the aforesaid

Circular and shall be determined by the RBI.

per Bond

At par (Rs.10.00 lacs per Bond)

Redeemable after 120 Months from the date of allotment

Not Applicable

Bonds and in multiples of 1Bond thereafter

Not applicable

Augmenting Tier II Capital and overall capital of the Bank for strengthening its capital

Basel III complaint Tier II Bonds(Series-VIII) in

shall be (i) senior to the claims of Investors in

Capital (ii) subordinate to the claims of all

Depositors and general Creditors of the Bank and (iii) these Bonds shall neither be


arrangement that legally or economically enhances the seniority of the claim vis-à-vis

creditors of the Bank. The Bondholder(s) shall have no rights to accelerate the


Instrument shall be subjected to loss absorbency features applicable for non equity

ircular DBOD.No.BP.BC.98 /21.06.201/2011-12 dated May


Instruments as Tier II Capital

uirements to ensure loss absorbency (Appendix 12).

instrument may at the option of the RBI either be permanently written

Temporarily written off on the occurrence of the trigger event called the Point of

trigger event shall be as defined in the aforesaid RBI

Disclosure Document

Call Notification Time Not applicable

Coupon Rate 8.75% per annum

Step Down Coupon

Rate

None

Coupon Payment

Frequency

Annual

Coupon Type Fixed

Coupon Reset Process

(including rates,

spread, effective date,

interest rate cap and

floor etc)

Not Applicable

Default Interest Rate Not Applicable

Day Count Basis Actual

Interest on

Application Money

Interest at the coupon rate (subject to deduction of income tax under the provisions of

the Income Tax Act, 1961, or any other statutory modification or

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 Date of Al

Listing Proposed on the Wholesale Debt Market (WDM) Segment of BSE Limited.

Trustees IDBI Trusteeship Services Limited

Depository National Securities Depository Limited and Central Depository Services (India) Limited

Registrars Link Intime India (P) Limited

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

Convention

‘Business Day’ shall be a day on which commercial banks are open for business in the

city ofKolkata

is not a business day, payment of interest and/or principal amount shall be made on the

next business day without liability for making payment of interest for the delayed

period.

Record Date 15 days prior to each coupon payment date and redemption date

Payment Mode

The payment should be made

mechanism for credit as per details given hereunder:

Name of the Bank

Account Name

Credit into Current A/c No.

IFS Code

Address of the Branch

Narration

Eligible Investors Mutual Funds, Public Financial Institutions as defined in section 4A of the Companies

Act, 1956, Scheduled Commercial Banks, Insurance Companies, Provident Funds,

34

Not applicable

8.75% per annum

Not Applicable

Not Applicable


the Income Tax Act, 1961, or any other statutory modification or re-



Issuer’s Bank Account upto one day prior to the Date of Allotment

Proposed on the Wholesale Debt Market (WDM) Segment of BSE Limited.

IDBI Trusteeship Services Limited

National Securities Depository Limited and Central Depository Services (India) Limited

India (P) Limited

Payment of interest and repayment of principal shall be made by way of cheque(s)/


RTGS/ NEFT mechanism

Day’ shall be a day on which commercial banks are open for business in the

Kolkata. If any coupon payment date and/or redemption date falls on a day which


usiness day without liability for making payment of interest for the delayed

15 days prior to each coupon payment date and redemption date

The payment should be made by electronic transfer of funds through RTGS

mechanism for credit as per details given hereunder:

Name of the Bank UNITED BANK OF INDIA

Account Name Treasury Branch

Credit into Current A/c No. 1780050000019

UTBI0TBHA65

Address of the Branch United Bank of India, Treasury

Floor, United Tower,11, Hemanta Basu

Sarani, Kolkata: 700 001

Narration Application Money for Bond Issue

Mutual Funds, Public Financial Institutions as defined in section 4A of the Companies



-enactment thereof,



Proposed on the Wholesale Debt Market (WDM) Segment of BSE Limited.

National Securities Depository Limited and Central Depository Services (India) Limited

Payment of interest and repayment of principal shall be made by way of cheque(s)/


Day’ shall be a day on which commercial banks are open for business in the

. If any coupon payment date and/or redemption date falls on a day which


usiness day without liability for making payment of interest for the delayed

lectronic transfer of funds through RTGS


United Bank of India, Treasury Branch, 4th

Floor, United Tower,11, Hemanta Basu

Sarani, Kolkata: 700 001

Application Money for Bond Issue

Mutual Funds, Public Financial Institutions as defined in section 4A of the Companies


Disclosure Document

Gratuity Funds, Superannuation Funds and Pension Funds, Co

Rural Banks authorized to invest in bonds/ debentures, Companies and Bodies

Corporate authorized to invest in bonds/ debentures, Societies authorized to invest in

bonds/ debentures, Trusts authorized to invest in bonds/ debentures, Statutory

Corporations/ Undertak

invest in bonds/ debentures,

Non-Eligible classes of

Investors

Minors without a guardian name,

Persons resident outside India, Venture Capital Funds, Overseas Corporate Bodies,

Partnership firms formed under applicable laws in India in the name of the partners,

Undivided Families through Karta,

statutory/ regulatory requirements.

Transaction

Documents

The Issuer has executed/ shall execute the documents including but not limited to the

following in connection with the Issue:

Letter appointing Truste

Debenture Trusteeship Agreement;

Letters appointing Arrangers to the Issue;

Letter appointing Registrar and MoU entered into between the Issuer and the Registrar

Rating Agreement with

Rating Agreement with

Tripartite Agreement between the Issuer; Registrar and NSDL for issue of Bonds in

dematerialized form;

Tripartite Agreement between the Issuer, Registrar and CDSL for issue of Bonds in


Application made to BSE for seek

Listing Agreement with BSE Ltd.

Conditions precedent

to subscription of

Bonds

The subscription from investors shall be accepted for allocation and allotment by the

Issuer subject to the following:

Rating Letters from

opening date;

Rating Letters from

old from the issue opening date;

Consent Letter from the Trustees to act as Tr

Letter from BSE Ltd. conveying In

Conditions

subsequent to

subscription of Bonds

The Issuer shall ensure that the following documents are executed/ activities are

completed as

Credit of Demat Account(s) of the Allottee(s) by number of Bonds allotted within 2

working days from the Date of Allotment;

Making application to BSE within 15 days from the Date of Allotment to list the Bonds

and seek listing permission within 20 days from the Date of Allotment in terms of sub

section (1) of Section 73 of the Companies Act, 1956(1 of 1956);

Neither the Bank nor a related party over which the Bank exercises control or significant

influence (as defined

nor would the Bank directly or indirectly fund the purchase of the Bonds. The Bank shall

not grant advances against the security of the Bonds.

Besides, the Issuer shall perform all activities,

mentioned elsewhere in this Disclosure Document.

Cross Default Not Applicable

Role and

Responsibilities of

Trustees

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 applicabl

35

Gratuity Funds, Superannuation Funds and Pension Funds, Co-operative Banks, Regional

nks authorized to invest in bonds/ debentures, Companies and Bodies



Corporations/ Undertakings established by Central/ State legislature authorized to

invest in bonds/ debentures, etc.

Minors without a guardian name, Qualified Foreign Investors, Foreign Nationals,


Partnership firms formed under applicable laws in India in the name of the partners,

Undivided Families through Karta, Person ineligible to contract under applicable

statutory/ regulatory requirements.


following in connection with the Issue:

Letter appointing Trustee to the Bondholders;

Debenture Trusteeship Agreement;

Letters appointing Arrangers to the Issue;

Letter appointing Registrar and MoU entered into between the Issuer and the Registrar

Rating Agreement with CRISIL Ltd

Rating Agreement with Brickwork Ratings India Pvt. Ltd.





Application made to BSE for seeking its In-Principle Approval for listing of Bonds;

Listing Agreement with BSE Ltd.


Issuer subject to the following:

Rating Letters from CRISIL LTD not being more than one month old from the issue

opening date;

Rating Letters from Brickwork Ratings India Pvt. Ltd. not being more than one month

old from the issue opening date;

Consent Letter from the Trustees to act as Trustee to the Bondholder(s);

Letter from BSE Ltd. conveying In-Principle Approval for listing & trading of Bonds.


completed as per terms of this Disclosure Document:


working days from the Date of Allotment;


ek listing permission within 20 days from the Date of Allotment in terms of sub

section (1) of Section 73 of the Companies Act, 1956(1 of 1956);


influence (as defined under relevant Accounting Standards) shall purchase the Bonds,


not grant advances against the security of the Bonds.

Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as

mentioned elsewhere in this Disclosure Document.

Not Applicable



Bonds and shall further conduct itself, and comply with the provisions of all applicabl

operative Banks, Regional

nks authorized to invest in bonds/ debentures, Companies and Bodies



ings established by Central/ State legislature authorized to

Qualified Foreign Investors, Foreign Nationals,


Partnership firms formed under applicable laws in India in the name of the partners, Hindu

Person ineligible to contract under applicable


Letter appointing Registrar and MoU entered into between the Issuer and the Registrar;



Principle Approval for listing of Bonds;


not being more than one month old from the issue

not being more than one month

ustee to the Bondholder(s);

Principle Approval for listing & trading of Bonds.




ek listing permission within 20 days from the Date of Allotment in terms of sub-


under relevant Accounting Standards) shall purchase the Bonds,


whether mandatory or otherwise, as



Bonds and shall further conduct itself, and comply with the provisions of all applicable

Disclosure Document

laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not

be applicable to the Trustees. The Trustees

functions as required to discharge its obligations under the terms of

Regulations, the Securities and Exchange Board of India (Debenture Trustees)

Regulations, 1993, the Debenture Trusteeship Agreement, Disclosure Document and all

other related transaction documents, with due care, diligence and loyalty.

The Trustees sh

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 Trus

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 B

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 sh

of Kolkata.

Additional Covenants Delay in Listing:

within 15 days from the Date of Allotment.

beyond 20 days from the Date of Allotment, the Issuer shall pay penal interest of 1.00%

per annum over the Coupon Rate from the expiry of 30 days from the Date of Allotment

till the listing of Bonds to the Bondholder(s).

Refusal for Listing:

the Date of Allotment, the Issuer shall forthwith repay all monies received from the

applicants in pursuance of the Disclosure Document along with

per annum over the

Allotment. If such monies are not repaid within 8 days after the Issuer becomes liable to

repay it (i.e. from the date of refusal or 20 days from the Date of Allotment, whichever

is earlier), then the Issuer and every director of the Issuer who is an officer in defa

shall, on and from expiry of 8 days, will be jointly and severally liable to repay the

money, with interest at the rate of 15 per cent per annum on application money, as

prescribed under Section 73 of the Companies Act, 1956.

Applicable RBI

Guidelines

The present issue of Bonds is being made in pursuance ofCircular

DBOD.No.BP.BC.98/21.06.201/2011

Prudential Guidelines on Implementation of Basel III Capital Regulation in India covering

criteria for inclu

minimum requirements to insure loss absorbency (Appendix 12).

Issue Opening Date 25th

June 2013

Issue Closing Date 25th

June 2013

36


be applicable to the Trustees. The Trustees shall carry out its duties and perform its

as required to discharge its obligations under the terms of




The Trustees shall be vested with the requisite powers for protecting the interest of



Bonds. The Trustees shall ensure disclosure of all material events on an ongoing basis.



atement of Profit & Loss, Balance Sheet and Cash Flow Statement and auditor



2009 as amended. Besides, the Issuer shall within 180 days from the end of the



Institutional Buyers’ (QIBs) and other existing Bondholder(s) within two working days of

their specific request.


of India. Any dispute arising thereof shall be subject to the jurisdiction of District Courts

Delay in Listing: The Issuer shall complete all the formalities and seek listing permission

days from the Date of Allotment. In the event of delay in listing



till the listing of Bonds to the Bondholder(s).

Refusal for Listing: If listing permission is refused before the expiry of the 20 days from


applicants in pursuance of the Disclosure Document along with penal interest of 1.00%

per annum over the Coupon Rate from the expiry of 20 days from the Date of

If such monies are not repaid within 8 days after the Issuer becomes liable to


is earlier), then the Issuer and every director of the Issuer who is an officer in defa



prescribed under Section 73 of the Companies Act, 1956.


DBOD.No.BP.BC.98/21.06.201/2011-12dated May 02, 2012 issued by the


criteria for inclusion of debt capital Instruments as Tier 2Capital (Appendix 6) and

minimum requirements to insure loss absorbency (Appendix 12).

June 2013

June 2013


shall carry out its duties and perform its

as required to discharge its obligations under the terms of SEBI Debt




all be vested with the requisite powers for protecting the interest of



tees shall ensure disclosure of all material events on an ongoing basis.



atement of Profit & Loss, Balance Sheet and Cash Flow Statement and auditor



2009 as amended. Besides, the Issuer shall within 180 days from the end of the



uyers’ (QIBs) and other existing Bondholder(s) within two working days of


all be subject to the jurisdiction of District Courts

The Issuer shall complete all the formalities and seek listing permission

In the event of delay in listing of Bonds



sting permission is refused before the expiry of the 20 days from


penal interest of 1.00%

Coupon Rate from the expiry of 20 days from the Date of

If such monies are not repaid within 8 days after the Issuer becomes liable to


is earlier), then the Issuer and every director of the Issuer who is an officer in default




12dated May 02, 2012 issued by the RBI, covering


as Tier 2Capital (Appendix 6) and

Disclosure Document

Pay-in Dates 25th

June 2013

Date of Allotment 25th

June 2013

Note: The Issuer reserves its sole and absolute right to modify (pre

without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time

schedule by the Issuer. The Issuer also reserves the right to keep multiple 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 Date of Allotment may also be cha

sole and absolute discretion. Consequent to change in Date of Allotment, the

and/orRedemption Date may also be changed at the sole and absolute discretion of the Issuer.

IX. 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 OFF

AND EFFECTIVE YIELD FOR INVESTOR)

PRIVATE PLACEMENT OF NON CONVERTIBLE REEDEEMABLE

Series-VIII) IN THE NATURE OF PROMISSORY NOTES (“DEBT CAPITAL INSTRUMENTS FOR INCLUSION AS TIER I

CAPITAL”) OF FACE VALUE OF Rs.10 LAKHS EACH (“BONDS”) AGGREGATING

OF INDIA (“UBI” OR THE “ISSUER” OR THE “BANK”).

1. ISSUE SIZE

UNITED BANK OF INDIA(“UBI” or the “Issuer” or the “Bank”) proposes to raise Rs.

Non-convertible Redeemable Unsecured Basel III complaint Tier II Bonds

Promissory Notes of face value of Rs.10 lakhs each (“Bonds”) (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 Regulatory/Government authority from accessing the securities market or dealing

in securities and no such direction or order are in force.

3. REGISTRATION AND GOVERNME

The Issuer can undertake the activities proposed by it in view of the present approvals and no further approval

from any government authority (ies) is required by it to 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 of Bonds is being made pursuant to the resolution of the Board of Directors of the Issuer,

passed at its meeting held on 04.06.2013 and the delegation provided there under. The current issue of Bonds

is within the overall borrowing limits set out in said resolution.

The Issuer can issue the Bonds proposed by it in view of the present approvals and no further internal

external permission/ approval(s) is/are required by it to undertake the proposed activity.

37

June 2013

June 2013

The Issuer reserves its sole and absolute right to modify (pre-pone/ postpone) the above issue schedule


r. The Issuer also reserves the right to keep multiple 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 Date of Allotment may also be changed (pre-poned/ postponed) by the Issuer at its

sole and absolute discretion. Consequent to change in Date of Allotment, the Coupon Payment Dates

Redemption Date may also be changed at the sole and absolute discretion of the Issuer.

ER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE


REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFF

NON CONVERTIBLE REEDEEMABLE UNSECURED BASEL III COMPLAINT TIER II BONDS

IN THE NATURE OF PROMISSORY NOTES (“DEBT CAPITAL INSTRUMENTS FOR INCLUSION AS TIER I

CAPITAL”) OF FACE VALUE OF Rs.10 LAKHS EACH (“BONDS”) AGGREGATING Rs.500 CRORE BY UNITED BANK

OF INDIA (“UBI” OR THE “ISSUER” OR THE “BANK”).

UNITED BANK OF INDIA(“UBI” or the “Issuer” or the “Bank”) proposes to raise Rs.500 crore through i

Unsecured Basel III complaint Tier II Bonds (Series VIII) in the nature of

of face value of Rs.10 lakhs each (“Bonds”) (the “Issue”).

OUT WITH THE ISSUE

control of the Issuer, or its promoter, has not been restrained or prohibited or


in securities and no such direction or order are in force.

TRATION AND GOVERNMENT APPROVALS



e approvals which may be required to be taken in the normal course of business from time to time.

SUE


held on 04.06.2013 and the delegation provided there under. The current issue of Bonds

is within the overall borrowing limits set out in said resolution.

The Issuer can issue the Bonds proposed by it in view of the present approvals and no further internal

external permission/ approval(s) is/are required by it to undertake the proposed activity.

pone/ postpone) the above issue schedule


r. The Issuer also reserves the right to keep multiple 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) by the Issuer at its

Coupon Payment Dates

ER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE


REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE

UNSECURED BASEL III COMPLAINT TIER II BONDS

IN THE NATURE OF PROMISSORY NOTES (“DEBT CAPITAL INSTRUMENTS FOR INCLUSION AS TIER II

CRORE BY UNITED BANK

00 crore through issues of

(Series VIII) in the nature of

control of the Issuer, or its promoter, has not been restrained or prohibited or




e approvals which may be required to be taken in the normal course of business from time to time.


held on 04.06.2013 and the delegation provided there under. The current issue of Bonds

The Issuer can issue the Bonds proposed by it in view of the present approvals and no further internal or

Disclosure Document

5. OBJECTS OF THE ISSUE

The proposed issue of Bonds is being made for augmenting Tier 2and overall Capital of the Bank for

strengthening its capital adequacy and

be borne by the Bank.

6. UTILIZATION OF ISSUE PROCEEDS

TH E FUNDS BEING RAISED BY TH E ISSUER THR

MEANT FOR FINANCING ANY PARTICULAR PROJ E

PROC EEDS OF TH E ISSUE FOR ITS REGULAR BU

TO A NUMBER OF REGULATORY CHECKS AND BAL

REGULATORY ENVIRONMENT. TH E ISSUER IS A

UNDER TH E ADMINISTRATIVE C ONTROL OF

AND IS MANAGED BY PROFESSIONALS UNDER TH

DIRECTORS. TH E MANAGEMENT OF TH E ISSUER

VIA TH E PRESENT ISSUE SH ALL BE UTIL IZED

OF TH E OBJ EC TS OF TH E ISSUE.

TH E ISSUER UNDERTAKES TH AT PROC EEDS OF T

ANY PURPOSE WHICH MAY BE IN CONTRAVENTIO

NORMS ISSUED BY TH E RBI/ SEBI/ STOCK EXC

IN ACCORDANC E WITH TH E SEBI DEBT REGULAT

SHALL NOT UTIL ISE THE PROC EEDS OF TH E IS

AC QUIS ITION OF SHARES OF ANY PERSON WH O

UNDER TH E SAME MANAGEMENT.HOWEVE

UNDERTAKING AND, AS SUCH , IT DOES NOT H A

OR ‘C OMPANIES UNDER TH E SAME MANAGEMENT’

UTIL ISED TOWARDS FULL OR PART CONSIDERAT

AC QUIS ITION, INC LUDIN G BY WAY OF A LEASE

FURTH ER, TH E ISSUER UNDERTAK ES TH AT ISSU

BONDS SH ALL NOT BE USED FOR ANY PURPOSE

TH E RBI GUIDELINES ON BANK FINANCING TO

CLASSIFIC ATION AS C APITAL MARKET EXPOSUR

PROHIBITED UNDER TH E RBI REGULATIONS.

7. MINIMUM SUBSCRIPTION

In terms of the SEBI Debt Regulations, the issuer may decide the amount of minimum subscript

seeks to raise by issue of Bonds and disclose the same in the offer 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.

38


strengthening its capital adequacy and for enhancing its long-term resources. The expenses of the issue shall

PROCEEDS

ED BY TH E ISSUER THROUGH PRESENT ISSUE OF BONDS ARE NOT

ANY PARTICULAR PROJ EC T. TH E ISSUER SHALL UTIL ISE TH E

E FOR ITS REGULAR BUSINESS AC TIVITIES. TH E ISSUER IS SUBJ EC T

ATORY CHECKS AND BALANC ES AS STIPULATED

NT. TH E ISSUER IS A GOVERNMENT OF INDIA UNDERTAKING

STRATIVE C ONTROL OF MINISTRY OF F INANC E, GOVERNMENT OF INDIA

OFESS IONALS UNDER TH E SUPERVISION OF TH E

EMENT OF TH E ISSUER SHALL ENSURE THAT THE FUNDS RAISED

E SH ALL BE UTIL IZED ON LY TOWARDS SATISFAC TORY FULF

S TH AT PROC EEDS OF TH E PRESENT ISSUE SH ALL NOT BE USED FOR

Y BE IN CONTRAVENTION OF TH E REGULATIONS/ GUIDEL INES/

RBI/ SEBI/ STOCK EXCH ANGE(S) .

H E SEBI DEBT REGULATIONS, TH E ISSUER UNDERTAKES TH AT IT

E PROC EEDS OF TH E ISSUE FOR PROVIDING LO

S OF ANY PERSON WH O IS PART OF TH E SAME GROUP OR WH O IS

EMENT.HOWEVER, THE ISSUER IS A GOVERNMENT OF INDIA

SUCH , IT DOES NOT H AVE ANY IDENTIFIABLE ‘GROUP COMPANIES ’

TH E SAME MANAGEMENT’ . TH E ISSUE PROC EEDS SH ALL NOT BE

L OR PART CONSIDERATION FOR TH E PURCHASE

N G BY WAY OF A LEASE, OF ANY PROPERTY.

UNDERTAK ES TH AT ISSUE PROC EEDS FROM TH E PRESENT ISSUE OF

SED FOR ANY PURPOSE WH ICH MAY BE IN C ONTRAVENTION OF

N BANK FINANCING TO NBFCS INCLUDING TH OSE RE

PITAL MARKET EXPOSURE OR ANY OTH ER SECTORS THAT ARE

RBI REGULATIONS.

MINIMUM SUBSCRIPTION

In terms of the SEBI Debt Regulations, the issuer may decide the amount of minimum subscript



s)/ proceed(s) in the event of the total issue collection falling short of issue size or

The present Issue of Bonds is not underwritten.


term resources. The expenses of the issue shall

F BONDS ARE NOT

R SHALL UTIL ISE TH E

H E ISSUER IS SUBJ EC T

ANC ES AS STIPULATED IN ITS

UNDERTAKING

GOVERNMENT OF INDIA

E SUPERVISION OF TH E BOARD OF

E FUNDS RAISED

DS SATISFAC TORY FULFILMENT

LL NOT BE USED FOR

/ GUIDEL INES/

ERTAKES TH AT IT

SUE FOR PROVIDING LOAN TO OR

GROUP OR WH O IS

OVERNMENT OF INDIA

‘GROUP COMPANIES ’

SH ALL NOT BE

ION FOR TH E PURCHASE OR ANY

PRESENT ISSUE OF

RAVENTION OF

S INCLUDING TH OSE RELATING TO

RS THAT ARE

In terms of the SEBI Debt Regulations, the issuer may decide the amount of minimum subscription which it



s)/ proceed(s) in the event of the total issue collection falling short of issue size or

Disclosure Document

9. NATURE AND STATUS OF THE BONDS

The Bonds are to be issued in the form of

Promissory Notes of Rs.10 lacs each.The claims of the investors in the

claims of investors in Instruments eligible for inclusion in Tier 2C

depositors and general creditors of the Bank and (iii) these Bonds shall neither be secured nor covered by a

guarantee of the Issuer or its related entity or other arrangement that legally or economically enhanc

seniority of the claim vis-à-vis creditors of the Bank. The bondholder(s) shall have no rights to accelerate the

repayment of future scheduled payments (coupon or principal) except in bankruptcy and liquidation

10. LOSS ABSORBENCY FEATURE OF THE BON

I. When in the opinion of the RBI, the Bank

financial and other difficulties resulting

concern, appropriate measures are required to be

can be said to have reached a point of Non

Trigger”. The PONV Trigger is evaluated, both, at consolidated and at solo level.

II. The Instrument may at the option of the

upon the occurrence of the PONV Trigger

III. The PONV Trigger event is the earlier of:

a. A decision that a temporary/permanent write

subsidiary ,would become non

b. The decision to make a public sector injection of capital, or equivalent s

the Bank would have become non

consequent upon the trigger event shall

that the capital provided by the public sect

c. If the relevant authorities decide to reconstitute the bank or amalgamate the bank with any

other bank under the Section 45 of BR Act, 1949

(Acquisition and Transfer of Undertaking ) Act 1970/1980, as may be applicable

IV. Once PONV is confirmed, the next step would be decide

only through write-off alone or write off

V. The amount of non-equity capital to be written

VI. Loss Absorbency at PONV

Bank may undertake any of the following action

a. Temporary/permanent write-off in cases where there is no public sector injection of

b. Permanent write-off in cases where there is public sector injection of

VII. The Purpose of write-off of non

Bank. The amount of non equity capital to be written

39

THE BONDS

rm ofUnsecured Basel III Complaint Tier II Bonds (Series VIII) in the form of

The claims of the investors in the Instruments shall be (i) senior to the

eligible for inclusion in Tier 2Capital (ii) subordinate to the claims of all


guarantee of the Issuer or its related entity or other arrangement that legally or economically enhanc

vis creditors of the Bank. The bondholder(s) shall have no rights to accelerate the


URE OF THE BOND

RBI, the Bank may no longer remain a going concern on its own owing to its

resulting in or likely financial losses and to enable it to continue as a going

required to be taken to revive the operation of the Bank

can be said to have reached a point of Non-Viability. The occurrence of such an event is called “PONV

The PONV Trigger is evaluated, both, at consolidated and at solo level.

ay at the option of the RBI, either be temporarily written off or permanently

PONV Trigger.

The PONV Trigger event is the earlier of:

A decision that a temporary/permanent write-off is necessary without which the Bank

would become non-viable, as determined by the RBI, and

The decision to make a public sector injection of capital, or equivalent support, without which

would have become non-viable, as determined by the relevant authority

t upon the trigger event shall occur prior to any public sector injection of capital so

that the capital provided by the public sector is not diluted.

If the relevant authorities decide to reconstitute the bank or amalgamate the bank with any

other bank under the Section 45 of BR Act, 1949 and or section 9 of the Banking Companies

and Transfer of Undertaking ) Act 1970/1980, as may be applicable".

Once PONV is confirmed, the next step would be decided by the RBI, whether rescue of the Ba

alone or write off in conjunction with a Public sector injection of capital

equity capital to be written-off will be determined by RBI.

ing action at the PONV with the approval of RBI

off in cases where there is no public sector injection of capital

off in cases where there is public sector injection of capital.

of non-equity regulatory capital shall be to shore up the capital level of the

The amount of non equity capital to be written –off will be determined by the RBI .

(Series VIII) in the form of

shall be (i) senior to the

apital (ii) subordinate to the claims of all


guarantee of the Issuer or its related entity or other arrangement that legally or economically enhances the

vis creditors of the Bank. The bondholder(s) shall have no rights to accelerate the


may no longer remain a going concern on its own owing to its

and to enable it to continue as a going

taken to revive the operation of the Bank, then the bank

. The occurrence of such an event is called “PONV

permanently written off

off is necessary without which the Bank or its

upport, without which

, as determined by the relevant authority The write-off

occur prior to any public sector injection of capital so

If the relevant authorities decide to reconstitute the bank or amalgamate the bank with any

of the Banking Companies

whether rescue of the Bank would be

capital; and

equity regulatory capital shall be to shore up the capital level of the

Disclosure Document

VIII. The Instruments if temporarily write

conditions:

1) It can be done at least one year after the bank made the first payment of dividends to common

shareholders after breaching the pre

2) Aggregate write-up in a year shall be restricted to an amount computed as

3) Aggregate write-up in a year, will also be restricted to maximum 25% of the amount paid as dividend

to the common shareholders in a particular year.

4) The bank may pay coupon on written

subject to the normal rules applicable to Tier II Instruments. However, both the amount written

and paid as coupon in a year will be reckoned as amount distributed for the purpose of complying

with restrictions on distributing earnings as envis

5) If the bank is amalgamated with or acquired by another bank after a temporary write

equity holders get positive compensation on amalgamation / acquisition, the holders of Tier II

Instruments which have been temporarily written

IX. The Write Down of non-equity capital may

Also, the instrument once written –up can be written down again.

X. If the bank goes into liquidation before the instrument has been written

losses in accordance with the order of seniority indicated in this offer document and as per legal provisions

governing priority of charges.

XI. If the bank goes into liquidation after the instrument has been written

written-up, the holders of these Instruments will have a claim on the proceeds of liquidation pari

the equity holders in proportion to the amount w

XII. If the bank goes into liquidation after the instrument has been written

these instrument shall have no claim on the proceeds of liquidation.

XIII. If the bank is amalgamated with any other bank before the

Instruments will become part of the corresponding categories of regulatory capital of the new bank emerging

after the merger.

XIV. If the bank is amalgamated with any other bank, after the instrument has been writte

temporarily, the amalgamated entity can written

XV. If the bank is amalgamated with any other bank after the instrument has been written

these cannot be written-up by the amalgamated entit

XVI. If the relevant authorities decide to reconstitute the bank or amalgamate the bank with any other bank

under the Section 45 of BR Act, 1949 and or section 9

Undertaking ) Act 1970/1980, as may be applicable

non-viability and the trigger at the point of non

Accordingly, the instrument will be written

XVII. The instrument will be permanently be written down at PONV when there is

revival of the bank.

11. FACE VALUE, ISSUE PRICE, EFFECTIVE YIELD

Each Bond has a face value of Rs.10 lakhs and is issued at par i.e. for Rs.10 lakhs. The Bonds shall be

redeemable on the date of maturity.

40

The Instruments if temporarily write-down may be written-up subsequently subject to the following

It can be done at least one year after the bank made the first payment of dividends to common

shareholders after breaching the pre specified trigger.

up in a year shall be restricted to an amount computed as per RBI Guidelines.

up in a year, will also be restricted to maximum 25% of the amount paid as dividend

to the common shareholders in a particular year.

The bank may pay coupon on written-up amount from the distributable surplus as and

subject to the normal rules applicable to Tier II Instruments. However, both the amount written


with restrictions on distributing earnings as envisaged in the capital conservation buffer framework.

If the bank is amalgamated with or acquired by another bank after a temporary write


s which have been temporarily written-down shall also be appropriately compensated.

equity capital may be more than once in case the first write down was partial.

up can be written down again.

If the bank goes into liquidation before the instrument has been written-down, this instrument will absorb


the bank goes into liquidation after the instrument has been written-down temporarily but yet to

up, the holders of these Instruments will have a claim on the proceeds of liquidation pari

the equity holders in proportion to the amount written-down.

If the bank goes into liquidation after the instrument has been written-down permanently, the holders of

these instrument shall have no claim on the proceeds of liquidation.

the bank is amalgamated with any other bank before the instrument has been written


the bank is amalgamated with any other bank, after the instrument has been writte

temporarily, the amalgamated entity can written-up these Instruments as per its discretion.

If the bank is amalgamated with any other bank after the instrument has been written-off permanently,

up by the amalgamated entity.

If the relevant authorities decide to reconstitute the bank or amalgamate the bank with any other bank

and or section 9 of the Banking Companies (Acquisition

Undertaking ) Act 1970/1980, as may be applicable, the bank will be deemed as non-viable or approaching

viability and the trigger at the point of non-viability for write-down of the instrument will be activated.

written-off before amalgamation / reconstitution.

. The instrument will be permanently be written down at PONV when there is public sector injecti

ICE, EFFECTIVE YIELD FOR INVESTOR


redeemable on the date of maturity. Since there is no premium or discount on either issue price or on

t to the following

It can be done at least one year after the bank made the first payment of dividends to common

per RBI Guidelines.

up in a year, will also be restricted to maximum 25% of the amount paid as dividend

up amount from the distributable surplus as and when due

subject to the normal rules applicable to Tier II Instruments. However, both the amount written-up


aged in the capital conservation buffer framework.

If the bank is amalgamated with or acquired by another bank after a temporary write-down and the


down shall also be appropriately compensated.

be more than once in case the first write down was partial.

down, this instrument will absorb


down temporarily but yet to

up, the holders of these Instruments will have a claim on the proceeds of liquidation pari-passu with

down permanently, the holders of

instrument has been written-down, these


the bank is amalgamated with any other bank, after the instrument has been written-down

off permanently,

If the relevant authorities decide to reconstitute the bank or amalgamate the bank with any other bank

and Transfer of

viable or approaching

down of the instrument will be activated.

public sector injection for


Since there is no premium or discount on either issue price or on

Disclosure Document

redemption value of the Bonds, the effective yield for the investors shall be the same as the Coupon Rate on

the Bonds.

12. SECURITY

The Bonds are unsecured and subordinated in nature.

13. TERMS OF PAYMENT

The full face value of the Bonds applied for 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)/ RTGS

Face Value per Bond Minimum Application for

Rs.10 lakhs 5Bonds and in multiples of 1

14. DATE OF ALLOTMENT

All benefits under the Bonds including payment of interest will accrue to the Bondholders from and including

25th

June , 2013, which shall be the Date of Allotment. All benefits relating to the Bonds will be available to the

investors from the Date of Allotment. The actual allotment of Bonds may take place on a date other than the

Date of Allotment. The Issuer reserves the right to keep multiple allotment date(s

absolute discretion without any notice.

(preponed/ postponed), the Date of Allotment may also be changed (pre

sole and absolute discretion.

14 A. LETTER(S) OF ALLOTMENT/ BOND CERTIFICATE

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 withi

days from the Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On

completion of the all statutory formalities, such credit in the account will be akin to a Bond Certificate.

15. ISSUE OF BOND CERTIFICATE(S)

Subject to the completion of all statutory formalities within time frame prescribed in the relevant

regulations/act/ rules etc, the initial credit akin to a Letter of Allotment in the Beneficiary Account of the

investor would be replaced with the number of Bonds allotted. The

(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.

Bonds shall be allotted in dematerialized form only.

16. DEPOSITORY ARRANGEME

The Issuer has appointed M/s Link Intime India (P)

Marg, Bhandup (West), Mumbai: 400 028

[email protected] asthe Registrarfor the present Bond Issue.The Issuer has entered into

41


The Bonds are unsecured and subordinated in nature.


the cheque(s)/ demand draft(s)/ RTGSfor the full value of Bonds applied for.

Minimum Application for Amount Payable on Application per Bond

Bonds and in multiples of 1 Bond thereafter Rs.10 lakhs


, which shall be the Date of Allotment. All benefits relating to the Bonds will be available to the

otment. The actual allotment of Bonds may take place on a date other than the

The Issuer reserves the right to keep multiple allotment 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

, the Date of Allotment may also be changed (pre-pond/ postponed) by

NT/ BOND CERTIFICATE(S)/ REFUND ORDER(S)


Depository Services (India) Limited (CDSL)/ Depository Participant will be given initial credit withi

te of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On


ICATE(S)

etion of all statutory formalities within time frame prescribed in the relevant


investor would be replaced with the number of Bonds allotted. The Bonds since issued in electronic



Participant from time to time and other applicable laws and rules notified in respect thereof.

Bonds shall be allotted in dematerialized form only.

DEPOSITORY ARRANGEMENTS

The Issuer has appointed M/s Link Intime India (P) Limited,(Address: C-13,Pannalal Silk Mills Compound, LBS

Marg, Bhandup (West), Mumbai: 400 028; Tel No. (022)4080-7000; Fax No (022) 2594

[email protected] asthe Registrarfor the present Bond Issue.The Issuer has entered into



for the full value of Bonds applied for.

Amount Payable on Application per Bond

10 lakhs


, which shall be the Date of Allotment. All benefits relating to the Bonds will be available to the

otment. The actual allotment of Bonds may take place on a date other than the

of allotment at its sole and

ing date/ pay in dates is/are changed

the Issuer at its

(S)/ REFUND ORDER(S)/ ISSUE OF


Depository Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 working

te of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On


etion of all statutory formalities within time frame prescribed in the relevant


Bonds since issued in electronic



Participant from time to time and other applicable laws and rules notified in respect thereof. The

nnalal Silk Mills Compound, LBS

Fax No (022) 2594–6969; E-mail:

[email protected] asthe Registrarfor the present Bond Issue.The Issuer has entered into necessary

Disclosure Document

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.

signed two tripartite agreements as under:

• Tripartite Agreement between the Issuer, NSDL and the Registrar for dematerialization of the Bonds

offered under the present Issue.

• Tripartite Agreement between the Issuer,“CDSL”

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 FACILIT

a. Applicant(s) should have/ open a Beneficiary Account with any Depository Participant of NSDL or

CDSL.

b. 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 t

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 t

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 o

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.

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 with imprisonmentfor a term which may extend to 5

years.

19. MARKET LOT

42

ith National Securities Depository Limited (“NSDL”) and Central Depository


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, NSDL and the Registrar for dematerialization of the Bonds

Tripartite Agreement between the Issuer,“CDSL” and the Registrar for dematerialization of the Bonds


Depositories Act, 1996 as amended from time to time.

NG FOR DEMAT FACILITY

Applicant(s) should have/ open a Beneficiary Account with any Depository Participant of NSDL or

Applicant(s) must specify their beneficiary account number and depository participants ID in the

columns of the Application Form.

If incomplete/ incorrect beneficiary account details are given in the Application Form which does not


factory demat account details are provided by the applicant.

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 t



Interest or other benefits with respect to the Bonds would be paid to those bondholders whose





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.

Applicants may please note that the Bonds shall be allotted and traded on the stock exchange(s) only

TITIOUS APPLICATIONS



onin a fictitious name, shall be punishable with imprisonmentfor a term which may extend to 5

ith National Securities Depository Limited (“NSDL”) and Central Depository


In this context, the Issuer has

Tripartite Agreement between the Issuer, NSDL and the Registrar for dematerialization of the Bonds

and the Registrar for dematerialization of the Bonds


Applicant(s) should have/ open a Beneficiary Account with any Depository Participant of NSDL or

Applicant(s) must specify their beneficiary account number and depository participants ID in the

If incomplete/ incorrect beneficiary account details are given in the Application Form which does not


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



o the Bonds would be paid to those bondholders whose





r other benefits to the beneficiaries

Applicants may please note that the Bonds shall be allotted and traded on the stock exchange(s) only



onin a fictitious name, shall be punishable with imprisonmentfor a term which may extend to 5

Disclosure Document

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

Trading of Bonds would be permitted in demat mode only in

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

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 Bo

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 t

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.

Transfer of Bonds to and from NRIs/ OCBs, in case they seek to hold the Bonds and are eligible to do so, will be

governed by the then prevailing guidelines of RBI.

22. COMMON FORM OF TRANS

The Issuer undertakes that it shall use a common form/

this Disclosure Document.

23. INTEREST ON APPLICATION MONEY

Interest at the Coupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act,

1961, or any other statutory modification or re

on the application money for the Bonds.

Such interest shall be paid 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 Date of Allotment

money will be computed as per Actual/Actual day count convention. Such interest would be paid on all valid

applications, including the refunds. Where the entire subscription

application money will be paid along with the Refund Orders. Where an applicant is allotted lesser number of

Bonds than applied for, the excess amount paid on application will be refunded to the applicant along

interest on refunded money.

The interest cheque(s)/ demand draft(s) for interest on application money (alongwith Refund Orders, in case

of refund of application money, if any) shall be dispatched bythe Issuer within 15 days from the Date of

Allotment and the relative interest warrant(s) alongwith the Refund Order(s), as the case may be, will be

dispatched by registered post to the sole/ first applicant, at the sole risk of the applicant.

24. INTEREST ON THE BONDS

43


ther at the time of issuance or at the time of transfer of Bonds.

The marketable lot for the purpose of trading of Bonds shall be 1 (one) Bond of face value of Rs.10 lakhs

Trading of Bonds would be permitted in demat mode only in standard denomination of Rs.10 lakhs and such


case of trading in Bonds which has been made over the counter, the trades shall be reported on a


BONDS


L/ CDSL/Depository Participant of the transferor/transferee and any other applicable laws and rules


form shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery


ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same,




governed by the then prevailing guidelines of RBI.

COMMON FORM OF TRANSFER

The Issuer undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of

ION MONEY

(subject to deduction of income tax under the provisions of the Income Tax Act,

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

Account upto one day prior to the Date of Allotment. The interest on application


applications, including the refunds. Where the entire subscription amount has been refunded, the interest on

with the Refund Orders. Where an applicant is allotted lesser number of

Bonds than applied for, the excess amount paid on application will be refunded to the applicant along



and the relative interest warrant(s) alongwith the Refund Order(s), as the case may be, will be

dispatched by registered post to the sole/ first applicant, at the sole risk of the applicant.


Rs.10 lakhs each.

10 lakhs and such


case of trading in Bonds which has been made over the counter, the trades shall be reported on a recognized



L/ CDSL/Depository Participant of the transferor/transferee and any other applicable laws and rules


nds held in electronic form. The seller should give delivery


he absence of the same,




procedure for transfer of Bonds issued under terms of

(subject to deduction of income tax under the provisions of the Income Tax Act,

enactment thereof, as applicable) will be paid to the applicants

for the period starting from and including the date of realization of application

interest on application


amount has been refunded, the interest on

with the Refund Orders. Where an applicant is allotted lesser number of

Bonds than applied for, the excess amount paid on application will be refunded to the applicant along with the



and the relative interest warrant(s) alongwith the Refund Order(s), as the case may be, will be

Disclosure Document

The Bonds shall carry a fixed rate of interest at the Coupon Rate

to, but excluding the Redemption Date, payable on the “Coupon Payment Dates”,

amount of Bonds till Redemption Date,

relevant Record Date. Interest on Bonds will cease from the Redemption Date in all events.

In pursuance of RBI Circular DBOD.No.BP.BC.98 /21.06.201/2011

Guidelines for Implementation of Basel III Capital Regulations in India covering criteria for inclusion of debt

capital Instruments as Tier 2Capital (Appendix 6) and minimum requirements to ensure loss absorbency

(Appendix 12), there shall be no step-

not have a credit sensitive coupon feature, i.e. a coupon that is reset periodically based in whole or in part on

the Banks’ credit standing.

If any Coupon Payment Date falls on a day which is not a business day

commercial banks are open for business in the city of

business day without liability for making payment of interest for the delayed period.

25. 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 Coupon Rate rounded off to the nearest Rupee. Where the

interest period (start date to end date) includes February

basis, on the face value amount of Bonds outstanding.

26. RECORD DATE

The ‘Record Date’ for the Bonds shall be 15 days prior to each Coupon Payment Date and 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 o

notice of transfer at least 15 days before the respective Coupon Payment Date and at least 15 days prior to

the Redemption Date, the transferees for the Bonds shall not have any claim againstthe Issuer in respect of

interest so paid to the registered Bondholders.

27. DEDUCTION OF TAX AT SOURCE

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re

thereof will be deducted at source out of interest payable on Bonds.

Interest payable subsequent to the Date of Allotment of Bonds shall be treated as “Interest on Securities” as

per Income Tax Rules. Bondholders desirous of claiming exemption from deduction of income tax at source on

the interest payable on Bonds should submit tax exempti

Income Tax Act, 1961, if any, with the Registrars, or to such other person(s) at such other address (es) as the

Issuer may specify from time to time through suitable communication, at least 45 days before

becoming due. However, with effective from 01.06.2008, tax is not to be deducted at source under the

provisions of section 193 of Income Tax Act, 1961, if the following conditions are satisfied:

a. interest is payable on any security issued by

b. such security is in de-materlized form

c. such security is listed in a recognised stock exchange in India

44

interest at the Coupon Rate from, and including, the Date of Allotment up

to, but excluding the Redemption Date, payable on the “Coupon Payment Dates”, on the outstanding principal

amount of Bonds till Redemption Date,to the holders of Bonds (the “Holders” and each, a “Holder”) as of the

relevant Record Date. Interest on Bonds will cease from the Redemption Date in all events.

In pursuance of RBI Circular DBOD.No.BP.BC.98 /21.06.201/2011-12 dated May 02, 2012 on Prudential

Basel III Capital Regulations in India covering criteria for inclusion of debt

as Tier 2Capital (Appendix 6) and minimum requirements to ensure loss absorbency

-ups or other incentives to redeem the Bonds. Further, the Bonds shall

a credit sensitive coupon feature, i.e. a coupon that is reset periodically based in whole or in part on

If any Coupon Payment Date falls on a day which is not a business day (‘Business Day’ being a day on which

commercial banks are open for business in the city ofKolkata) payment of interest will be made on next

business day without liability for making payment of interest for the delayed period.

EST

ach of the interest periods shall be computed as per Actual/ Actual day count convention on the


interest period (start date to end date) includes February 29, interest shall be computed on 366 days

basis, on the face value amount of Bonds outstanding.


the trading in the Bonds shall remain suspended between the Record Date and


appears as beneficiary with the Depositories as on Record Date. In the event ofthe Issuer not receiving any



o paid to the registered Bondholders.

SOURCE

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re

thereof will be deducted at source out of interest payable on Bonds.

subsequent to the Date of Allotment of Bonds shall be treated as “Interest on Securities” as


the interest payable on Bonds should submit tax exemption certificate/ document, under Section 193 of the


Issuer may specify from time to time through suitable communication, at least 45 days before


provisions of section 193 of Income Tax Act, 1961, if the following conditions are satisfied:

interest is payable on any security issued by a company

materlized form

such security is listed in a recognised stock exchange in India

Date of Allotment up

on the outstanding principal

” and each, a “Holder”) as of the

12 dated May 02, 2012 on Prudential

Basel III Capital Regulations in India covering criteria for inclusion of debt

as Tier 2Capital (Appendix 6) and minimum requirements to ensure loss absorbency

Bonds. Further, the Bonds shall

a credit sensitive coupon feature, i.e. a coupon that is reset periodically based in whole or in part on

ay’ being a day on which

payment of interest will be made on next

ach of the interest periods shall be computed as per Actual/ Actual day count convention on the


29, interest shall be computed on 366 days-a-year


the trading in the Bonds shall remain suspended between the Record Date and


fthe Issuer not receiving any



Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment

subsequent to the Date of Allotment of Bonds shall be treated as “Interest on Securities” as


on certificate/ document, under Section 193 of the


Issuer may specify from time to time through suitable communication, at least 45 days before the payment


Disclosure Document

Present issue of Bonds fulfils the above conditions and therefore, no tax would be deducted on the interest

payable. However, the Issuer shall pursue the provisions as amended from time to time with respect to

applicability of TDS at the time of payment of interest on Bonds. Regarding deduction of tax at source and the

requisite declaration forms to be submitted, applicants are advised to

28. PUT & CALL OPTION

Not applicable as the bond do not have any put or call option.

29. REDEMPTION

The Bonds will be redeemable on maturity with prior approval from RBI.

30. DEFAULT INTEREST RATE

Not applicable

31. ADDITIONAL COVENANTS

a. Delay in Listing: The Issuer shall complete all the formalities and seek listing permission within

days from the Date of Allotment. In the event of delay in listing of Bonds beyond 20 days from the Date of

Allotment, the Issuer shall pay penal interest of 1.00% per annum over the Coupon Rate from the expiry of 30

days from the Date of Allotment till the listing of Bonds to the Bondholder(s

b. Refusal for Listing: If listing permission is refused before the expiry of the 20 days

Allotment, the Issuer shall forthwith repay all monies received from the applicants in pursuance of the

Disclosure Document along with penal interest of 1.00% per annum over the Coupon Rate from the expiry of

20 days from the Date of Allotment. If such monies are not repaid within 8 days after the Issuer becomes liable

to repay it (i.e. from the date of refusal or 20 days from the Date of Allotment, whichever is earlier), then the

Issuer and every director of the Issuer who is an officer i

jointly and severally liable to repay the money, with interest at the rate of 15 per cent per annum on

application money, as prescribed under Section 73 of the Companies Act, 1956.

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)/ RTGS/ NEFT mechanism

the List of Beneficial Owners given by Depository to

The Bonds shall be taken as discharged on payment of the redemption amount by

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

such payment being made, the Issuer

account of the Bondholders with NSDL/

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

pay any interest or compensation from the Redemption Date. On

amount to the Beneficiary(ies) as specified above in respect of the Bonds, the liability of

extinguished.

45


shall pursue the provisions as amended from time to time with respect to


requisite declaration forms to be submitted, applicants are advised to consult their own tax consultant(s).

Not applicable as the bond do not have any put or call option.

The Bonds will be redeemable on maturity with prior approval from RBI.

Delay in Listing: The Issuer shall complete all the formalities and seek listing permission within


shall pay penal interest of 1.00% per annum over the Coupon Rate from the expiry of 30

days from the Date of Allotment till the listing of Bonds to the Bondholder(s).

Refusal for Listing: If listing permission is refused before the expiry of the 20 days from the Date of



tment. If such monies are not repaid within 8 days after the Issuer becomes liable


Issuer and every director of the Issuer who is an officer in default shall, on and from expiry of 8 days, will be


application money, as prescribed under Section 73 of the Companies Act, 1956.

MENT ON REDEMPTION


warrant(s)/ demand draft(s)/ RTGS/ NEFT mechanismin the name of the Bondholders whose name appear on

en 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

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

the Issuer shall inform NSDL/ CDSL/ Depository Participant and accordingly the

account of the Bondholders with NSDL/ CDSL/ Depository Participant shall be adjusted.


and stand extinguished from the due date of redemption in all events. Further the Issuer will

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


shall pursue the provisions as amended from time to time with respect to


consult their own tax consultant(s).

Delay in Listing: The Issuer shall complete all the formalities and seek listing permission within 15


shall pay penal interest of 1.00% per annum over the Coupon Rate from the expiry of 30

from the Date of



tment. If such monies are not repaid within 8 days after the Issuer becomes liable


n default shall, on and from expiry of 8 days, will be



in the name of the Bondholders whose name appear on

the Issuer on the

Redemption Date to the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant as on the

the Issuer towards the Bondholders. On

shall inform NSDL/ CDSL/ Depository Participant and accordingly the


not be liable to

the Issuer’s dispatching/ crediting the

the Issuer shall stand

Disclosure Document

33. EFFECT OF HOLIDAYS

Should any of date(s) defined in the Disclosure Document, excepting the Date of Allotment, fall on a Saturday,

Sunday or a Public Holiday, the next working day shall be considered as the effective date(s).

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 holde

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 l

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:

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.

Proof that the NRI is an Indian National or is of Indian origin.

Such holding by the NRI will be on a non

36. WHO CAN APPLY

The following categories of investors are eligible to apply for this Issue of

subscribers must make their own independent evaluation and judgement regarding their eligibility to invest in

the Issue.

• Mutual Funds

• Public Financial Institutions as defined in Section 4A of the Companies Act, 1956

• Foreign Institutional Investors

• Scheduled Commercial Banks, Insurance Companies

• Provident Funds, Gratuity Funds, Superannuation Funds and Pension Funds

• Co-operative Banks

• Regional Rural Banks authorized to invest in bonds/ debentures

• Companies and Bodies Corporate authorized to invest in bonds/ debentures

• Societies authorized to invest in bonds/debentures

• Trusts authorized to invest in bonds / debentures

46


Sunday or a Public Holiday, the next working day shall be considered as the effective date(s).

WNERS

Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date.


he event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for


other legal representative as having title to the Bond(s).The Issuer shall not


wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or


Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or l



resident Indian becomes entitled to the Bond by way of succession, the following steps have to


gacy left by the deceased holder.

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.

The following categories of investors are eligible to apply for this Issue of Bonds. However, the prospective


Public Financial Institutions as defined in Section 4A of the Companies Act, 1956

Foreign Institutional Investors

Scheduled Commercial Banks, Insurance Companies

Provident Funds, Gratuity Funds, Superannuation Funds and Pension Funds

Regional Rural Banks authorized to invest in bonds/ debentures

s Corporate authorized to invest in bonds/ debentures

Societies authorized to invest in bonds/debentures

Trusts authorized to invest in bonds / debentures


Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date.


he event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for


other legal representative as having title to the Bond(s).The Issuer shall not


r is the holder of succession certificate or


Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of



resident Indian becomes entitled to the Bond by way of succession, the following steps have to


Bonds. However, the prospective


Disclosure Document

• Statutory Corporations / Undertakings established by Central / State legislature authorized to inve

in bonds / debentures

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing

in the issue of Bonds as per the norms approved by Government of India,

time to time.

However, out of the aforesaid class of investors eligible to invest, this Disclosure Document is intended solely

for the use of the person to whom it has been sent by the Issuer for the purpose of evaluating a possible

investment opportunity by the recipient(s) in respect of the securities offered herein, and it is not to be

reproduced or distributed to any other persons (other than professional advisors of the prospective investor

receiving this Disclosure Document from the Issuer).

37. WHO ARE NOT ELIGIBLE TO APPLY FOR

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:

• Minors without a guardian name

• Qualified Foreign Investors

• Foreign Nationals

• Persons resident outside India

• Venture Capital Funds

• Alternative Investment Funds

• Overseas Corporate Bodies

• Partnership firms formed under applicable laws in India in the name of the partners

• Hindu Undivided Families through Karta

• Person ineligible to contract under applicable statutory/regulatory requirements.

38. DOCUMENTS TO BE PROVIDED BY INVESTORS

Investors need to submit the certified true copies of the following documents, along

Form, as applicable:

• Memorandum and Articles of Association/ Constitution/ Bye

• Board Resolution authorizing the investment and containing operating instructions;

• Power of Attorney/ relevant resolution/authority to make application;

• Specimen signatures of the authorized

• Government Notification (in case of Primary Co

• 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 being a private placement Issue, the eligible investors who have been addressed through

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.

47

Statutory Corporations / Undertakings established by Central / State legislature authorized to inve


in the issue of Bonds as per the norms approved by Government of India, RBI or any other statutory body from



cipient(s) in respect of the securities offered herein, and it is not to be


receiving this Disclosure Document from the Issuer).

LIGIBLE TO APPLY FOR BONDS


will be deemed an invalid application and rejected:

Minors without a guardian name

Persons resident outside India

Partnership firms formed under applicable laws in India in the name of the partners

Hindu Undivided Families through Karta

ineligible to contract under applicable statutory/regulatory requirements.

IDED BY INVESTORS

Investors need to submit the certified true copies of the following documents, along-with the Application

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;

e for ECS payments;

Necessary forms for claiming exemption from deduction of tax at source on interest on application money,

This being a private placement Issue, the eligible investors who have been addressed through


and completed in BLOCK LETTERS in English and as per the instructions contained therein.

Statutory Corporations / Undertakings established by Central / State legislature authorized to invest


or any other statutory body from



cipient(s) in respect of the securities offered herein, and it is not to be



with the Application

signatories (ink signed), duly certified by an appropriate authority;

Copy of Permanent Account Number Card (“PAN Card”) issued by the Income Tax Department;

Necessary forms for claiming exemption from deduction of tax at source on interest on application money,

This being a private placement Issue, the eligible investors who have been addressed through this


Disclosure Document

Applications complete in all respects must be submit

or such extended time as decided bythe Issuer, at any of the designated collection centres, accompanied by

details of remittance of the application money

documents as detailed in this Disclosure Document), pay

be sent to the Registered Office ofthe Issuer through respective Arrangers on the same day.

Cheque(s), demand draft(s), Money orders

amount of Rs.10 lakhsper Bond is payable on application.

The payment should be made by electronic transfer of funds through RTGS mechanism for credit as per details

given hereunder:

Name of the Collecting Banker

Account Name

Credit into Current A/c No.

IFS Code

Address of the Branch

Narration

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 accou

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.

The applicant or in the case of an application in joint

Permanent Account Number (PAN) allotted under the Income

allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A (

Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should

mention his PAN/GIR No. In case neither the PAN nor the GIR Number has been allotted, the applicant shall

mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not

Applicable’ (stating reasons for non applicability) in the appropriate box provided for the purpose. Application

Forms without this information will be considered incomplete and are

Unless the Issuer specifically agrees in writing with or without such terms or conditions as it deems fit, a

separate single cheque/ demand draft must accompany each Application Form. Applicants are requested to

write their names and Application Form serial number on the reverse of the

payments are made.

All applicants are requested to tick the relevant column “Category of Investor” in the Application Form. Public/

Private/ Religious/ Charitable Trusts, Provi

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

48

Applications complete in all respects must be submitted before the last date indicated in the issue time table


the application money. The original Applications Forms (along wit

documents as detailed in this Disclosure Document), payment details and other necessary documents should

be sent to the Registered Office ofthe Issuer through respective Arrangers on the same day.

Money orders, postal orders will not be accepted. Investors in centres

per Bond is payable on application.

lectronic transfer of funds through RTGS mechanism for credit as per details


Treasury Branch

1780050000019

UTBI0TBHA65

United Bank of India, Treasury Branch, United Tower (4th Floor),11,

Hemanta Basu Sarani, Kolkata: 700 001

Application Money for Bond Issue


said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number


printed on the refund orders and interest/ redemption warrants.

The applicant or in the case of an application in joint names, each of the applicant, should mention his/her

Permanent Account Number (PAN) allotted under the Income-Tax Act, 1971 or where the same has not been

allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A (



applicant is not assessed to income tax, the applicant shall mention ‘Not


Forms without this information will be considered incomplete and are liable to be rejected.

specifically agrees in writing with or without such terms or conditions as it deems fit, a


d Application Form serial number on the reverse of the Instruments


Private/ Religious/ Charitable Trusts, Provident Funds and Other Superannuation Trusts and other investors

requiring “approved security” status for making investments.


ey, please refer to the Summary Term Sheet and the Application Form.


unforeseen development adversely affecting the economic and regulatory environment.

ted before the last date indicated in the issue time table


The original Applications Forms (along with all necessary

and other necessary documents should

accepted. Investors in centres. The entire

lectronic transfer of funds through RTGS mechanism for credit as per details

United Bank of India, Treasury Branch, United Tower (4th Floor),11,


nt and account number


names, each of the applicant, should mention his/her

Tax Act, 1971 or where the same has not been

allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A (5A) of the



applicant is not assessed to income tax, the applicant shall mention ‘Not


specifically agrees in writing with or without such terms or conditions as it deems fit, a


Instruments by which the


dent Funds and Other Superannuation Trusts and other investors


ey, please refer to the Summary Term Sheet and the Application Form.


Disclosure Document

41. APPLICATIONS UNDER POWER OF ATTORNEY

A certified true copy of the power of attorney or the relevant authority as the case may be along

names and specimen signature(s) of all the authorized signatories and the tax exempt

certificate/document, if any, must be lodged along

Further modifications/ additions in the power of attorney or authority should be notified to

the Registrars or to such other person(s) at such other address(es) as may be specified by

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

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 whi

43. ACKNOWLEDGEMENTS

No separate receipts will be issued for the application money. However, the Bankers to the Issue receiving the

duly completed Application Form will acknowledge receipt of the application by stamping an

applicant the acknowledgement slip at the bottom of each Application Form.

44. BASIS OF ALLOCATION

Beginning from the issue opening date and until the day immediately prior to the issue closing date, full and

firm allotment against all valid applications for the Bonds will be made to applicants on a first

served basis, subject to a limit of the Issue size, in accordance with applicable laws. At its sole discretion, the

Issuer shall decide the amount of oversubscription to be re

If and to the extent, the Issue (including the option to retain oversubscription as decided and finalised by the

Issuer) is fully subscribed prior to the issue closing date, no allotments shall be accepted once t

(including the option to retain oversubscription as decided and finalised by the Issuer) is fully subscribed.

Allotment will be done on “day-priority basis”. In case of oversubscription over and above the basic size

inclusive of the option to retain oversubscription exercised by the Issuer, the allotment of such valid

applications received on the closing day shall be on pro rata basis to the investors in the ratio in which they

have applied regardless of investor category. If the proportionate allo

a minimum of one Bond or in multiples of one Bond (which is the market lot), the decimal would be rounded

off to the next higher whole number if that decimal is 0.5 or higher and to the next lower whole number if th

decimal is lower than 0.5. All successful applicants on the issue closing date would be allotted the number of

Bonds arrived at after such rounding off.

45. RIGHT TO ACCEPT OR REJECT APPLICATIONS

The Issuer reserves its full, unqualified and absolute ri

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

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:

49

OWER OF ATTORNEY

A certified true copy of the power of attorney or the relevant authority as the case may be along

names and specimen signature(s) of all the authorized signatories and the tax exempt

certificate/document, if any, must be lodged along with the submission of the completed Application Form.

Further modifications/ additions in the power of attorney or authority should be notified to

on(s) at such other address(es) as may be specified by the Issuer

to time through a suitable communication.

L FUNDS

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of



their intention as to the scheme for which the application has been made.


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.


alid applications for the Bonds will be made to applicants on a first


Issuer shall decide the amount of oversubscription to be retained over and above the basic issue size.


Issuer) is fully subscribed prior to the issue closing date, no allotments shall be accepted once t


priority basis”. In case of oversubscription over and above the basic size

in oversubscription exercised by the Issuer, the allotment of such valid


have applied regardless of investor category. If the proportionate allotment of Bonds to such applicants is not


off to the next higher whole number if that decimal is 0.5 or higher and to the next lower whole number if th


Bonds arrived at after such rounding off.

EJECT APPLICATIONS

The Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full,


if applicable, to be sent. Interest on application money will be paid from the date of realization of the



be liable to be rejected on one or more technical grounds, including but not restricted to:

A certified true copy of the power of attorney or the relevant authority as the case may be along with the

names and specimen signature(s) of all the authorized signatories and the tax exemption

with the submission of the completed Application Form.

the Issuer or to

the Issuer from time

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an




d returning to the


alid applications for the Bonds will be made to applicants on a first-come-first-


tained over and above the basic issue size.


Issuer) is fully subscribed prior to the issue closing date, no allotments shall be accepted once the Issue


priority basis”. In case of oversubscription over and above the basic size

in oversubscription exercised by the Issuer, the allotment of such valid


tment of Bonds to such applicants is not


off to the next higher whole number if that decimal is 0.5 or higher and to the next lower whole number if that


ght to accept or reject any application, in part or in full,


of realization of the



be liable to be rejected on one or more technical grounds, including but not restricted to:

Disclosure Document

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. PAN/GIR and IT Circle/Ward/District not 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.

46. PAN/GIR NUMBER

All applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax

Act, 1971 and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR Number has

been allotted, the fact of such a non-

provided.

47. 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

48. NOMINATION FACILITY

As per Section 109 A of the Companies Act, 1956, only individuals applying as sole applicant/Joint Applicant

can nominate, in the prescribed manner, a person to whom his Bonds shall vest in the e

individuals including holders of Power of Attorney cannot nominate.

49. 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 Bond(s) shall not confer

upon the holders the right to receive notice, or to attend and vote at the General Meetings of the Issuer. The

principal amount and interest on the Bonds will be paid to the regis

Joint holders, to the one whose name stands first.

Besides the above, the Bonds shall be subject to the provisions of the terms of this bond issue and the other

terms and conditions as may be incorporated in the Deben

that may be executed in respect of these Bonds.

50. 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

such consent or resolution modifies or varies the terms and conditions of the Bonds, if the same are not

acceptable to the Issuer.

51. FUTURE BORROWINGS

50

Number of bonds applied for is less than the minimum application size;

Applications exceeding the issue size;

Bank account details not given;

for issue of Bonds in electronic/ dematerialized form not given;

PAN/GIR and IT Circle/Ward/District not given;

In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc.


will be refunded, as may be permitted.



-allotment should be mentioned in the Application Form in the space


by an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal.


can nominate, in the prescribed manner, a person to whom his Bonds shall vest in the event of his death. Non

individuals including holders of Power of Attorney cannot nominate.

S)


available to them under statutory requirements. The Bond(s) shall not confer


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.


terms and conditions as may be incorporated in the Debenture Trusteeship Agreement and other documents

that may be executed in respect of these Bonds.

TS


of those holders of the Bonds who hold at least three fourth of the outstanding


Bondholders, provided that nothing in such consent or resolution shall be operative againstthe Issuer where


In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc.




nt should be mentioned in the Application Form in the space



vent of his death. Non-


available to them under statutory requirements. The Bond(s) shall not confer


tered Bondholders only, and in case of


ture Trusteeship Agreement and other documents


of those holders of the Bonds who hold at least three fourth of the outstanding


operative againstthe Issuer where


Disclosure Document

The Issuer shall be entitled to borrow/ raise loans or avail of

Bonds/ Debentures/ Notes/ other securities in any manner with ranking as pari

to change its capital structure, including issue of shares of any class or redemption or reductio

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.

52. BOND/ DEBENTURE REDEMPTION RESERVE (“DRR

The Government of India, Ministry of Law, Justice & Company Affairs, Department of Company Affairs, has

vide General circular no. 9/2002 No.6/3/2001

Debenture Redemption Reserve as specified under section 1

appointed a trustee to protect the interest of the investors.

53. 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 English daily newspaper having nation

All notices required to be given by the Bondholder(s), including no

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.

54. 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 contained in the Companies Act, 1956.

55. DISPUTES & GOVERNING LAW

The Bonds are governed by and shall be c

arising thereof shall be subject to the jurisdiction of district courts of

56. INVESTOR RELATIONS AND GRIEVANCE REDRESS

Arrangements have been made to redress investor grievances

endeavour 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 pai

and details of collection centre where the Application was submitted, may be addressed to the Compliance

Officer at registered office of the Issuer. All investors are hereby informed that

Compliance Officer who may be contacted in case of any pre

credit of letter(s) of allotment/ bond certificate(s) in the demat account, non

interest warrant(s)/ cheque(s) etc. Contact details of the Compli

Disclosure Document.

57. PROHIBITION ON PURCHASE/ FUNDING OF INST

In pursuance of RBI Circular DBOD.No.BP.BC.98 /21.06.201/2011

III Capital Regulations covering criteria for inclusion of Debt Capital Instruments as Tier 2 Capital (Appendix 6 &

12)for capital adequacy purposes, neither the Bank nor a related party over which the Bank exercises control

or significant influence (as defined under relevant Accounting S

51

shall 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 structure, including issue of shares of any class or redemption or reduction of any class of


intimation to, the Bondholder(s) or the Trustees in this connection.

MPTION RESERVE (“DRR”)

t of India, Ministry of Law, Justice & Company Affairs, Department of Company Affairs, has

vide General circular no. 9/2002 No.6/3/2001-CL.V dated April 18, 2002 clarified that Banks need not create

Debenture Redemption Reserve as specified under section 117C of the Companies Act, 1956.

appointed a trustee to protect the interest of the investors.


ary post/ courier to the original sole/ first allottees of the Bonds and/ or if published

in one English daily newspaper having nation-wide circulation and one regional language newspaper.

All notices required to be given by the Bondholder(s), including notices referred to under “Payment of


such persons at such address as may be notified bythe Issuer from time to time.

more persons are holders of any Bond(s), they shall be deemed to hold the same as joint


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 district courts ofKolkata.

ND GRIEVANCE REDRESSAL

Arrangements have been made to redress investor grievances expeditiously as far as possible.


quoting the Application Number (including prefix), number of Bonds applied for, amount paid on application


Officer at registered office of the Issuer. All investors are hereby informed that the Issuer has designated a

may be contacted 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

ASE/ FUNDING OF INSTRUMENTS

In pursuance of RBI Circular DBOD.No.BP.BC.98 /21.06.201/2011-12dated May02, 2012 on Guidelines on Basel

criteria for inclusion of Debt Capital Instruments as Tier 2 Capital (Appendix 6 &

either the Bank nor a related party over which the Bank exercises control

or significant influence (as defined under relevant Accounting Standards) shall purchase the Bonds, nor would

financial assistance in whatever form as also issue

passu basis or otherwise and

n of any class of


t of India, Ministry of Law, Justice & Company Affairs, Department of Company Affairs, has

Banks need not create

17C of the Companies Act, 1956. The Issuer has


ary post/ courier to the original sole/ first allottees of the Bonds and/ or if published

wide circulation and one regional language newspaper.

tices referred to under “Payment of


more persons are holders of any Bond(s), they shall be deemed to hold the same as joint


onstrued in accordance with the existing laws of India. Any dispute

The Issuer shall


d on application


the Issuer has designated a

issue related problems such as non-

receipt of refund order(s),

ance Officer are given elsewhere in this

12dated May02, 2012 on Guidelines on Basel

criteria for inclusion of Debt Capital Instruments as Tier 2 Capital (Appendix 6 &

either the Bank nor a related party over which the Bank exercises control

tandards) shall purchase the Bonds, nor would

Disclosure Document

the Bank directly or indirectly fund the purchase of the Bonds. The Bank shall not grant advances against the

security of the Bonds.

58 . CREDIT RATING FOR TH E BONDS

CRISIL Limited vide its letter no.VR/FSR/UBI/

“CRISIL AA+/STABLE” and Brickwork Ratings India Pvt.

14/NS/0062 dated 17.06.2013, has assigned a credit rating of “

Bonds aggregating to Rs.500crore. Instruments with this rating are considered to have high degree of safety

regarding timely servicing of financial obligations. Such

letter from CRISIL Ltd. and Brickwork Ratings India Pvt.

Document.

Other than the credit ratings mentioned herein

from any other credit rating agency (ies) f

Disclosure 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

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.

X. TRUSTEES FOR TH E BONDHOLDERS

In accordance with the provisions of (i)

Securities) Regulations, 2008 issued vide Circular No. LAD

amended,(ii) Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment)

Regulations, 2012 issued vide Circular No. LAD

amended, and (iv) Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993

has appointed IDBI Trusteeship Services Ltd.

details of the Trustees are as under:

Asian Building, Ground Floor

17, R.Kamani Marg, Ballard Estate,

Mumbai: 400 001

Tel No: (022) 4080-7006 / Fax No: +91-

Email:[email protected]

Copy of letter from M/s IDBI Trusteeship Services Ltd.

current issue of Bonds is enclosed elsewhere in this Disclosure Document.

The Issuer hereby undertakes that a Debenture Trusteeship Agreement shall be executed by it in favour of the

Trustees within three months permissible under applicable laws. The

contain such clauses as may be prescribed under section 117A of the Companies Act, 1956 and those

mentioned in Schedule IV of the Securities and Exchange Board of India (Debenture Trustees) Regulations,

1993. Further, the Debenture Trusteeship Agreement shall not contain a clause which has the effect of (i)

limiting or extinguishing the obligations and liabilities of the Trustees or the Issuer in relation to any rights or

interests of the holder(s) of the Bonds, (ii) li

Exchange Board of India Act, 1992 (15 of 1992); Securities and Exchange Board of India (Issue and Listing of

52


E BONDS

VR/FSR/UBI/2013-14/573 dated 13.06.2013, has assigned a credit rating of

Brickwork Ratings India Pvt. Limited vide its letter no.BWR/BNG/RL/2013

has assigned a credit rating of “BWR AA+/STABLE” for the present issue of


regarding timely servicing of financial obligations. Such Instruments carry very low credit risk.

and Brickwork Ratings India Pvt. Ltd. are enclosed elsewhere in this Disclosure

mentioned herein above, the Issuer has not accepted any other credit rating

from any other credit rating agency (ies) for the Bonds offered for subscription under the terms of this


own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating



e rating at any time on the basis of new information etc.

DHOLDERS

In accordance with the provisions of (i) 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


Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as

and (iv) Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993

IDBI Trusteeship Services Ltd.to act as Trustees to the Bondholder(s). The address and contact

-22-66311776

IDBI Trusteeship Services Ltd. conveying their consent to act as Trustees

current issue of Bonds is enclosed elsewhere in this Disclosure Document.


Trustees within three months permissible under applicable laws. The Debenture Trusteeship Agreement shall



the Debenture Trusteeship Agreement shall not contain a clause which has the effect of (i)


interests of the holder(s) of the Bonds, (ii) limiting or restricting or waiving the provisions of the Securities and



, has assigned a credit rating of

BWR/BNG/RL/2013-

for the present issue of


Copies of rating

enclosed elsewhere in this Disclosure

the Issuer has not accepted any other credit rating

or the Bonds offered for subscription under the terms of this


at any time by the assigning rating



Securities and Exchange Board of India (Issue and Listing of Debt

NRO/GN/2008/13/127878 dated June 06, 2008, as


13/19/5392 dated October 12, 2012, as

and (iv) Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993,the Issuer

to act as Trustees to the Bondholder(s). The address and contact

conveying their consent to act as Trustees for the


Debenture Trusteeship Agreement shall



the Debenture Trusteeship Agreement shall not contain a clause which has the effect of (i)


miting or restricting or waiving the provisions of the Securities and


Disclosure Document

Debt Securities) Regulations, 2008;

Securities) (Amendment) Regulations, 2012

indemnifying the Trustees or the Issuer for loss or damage caused by their act of negligence or commission or

omission.

The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the

Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect

of or relating to the Bonds as the Trustees may in their absolute discretion deem necessary or require to be

done in the interest of the holder(s) of the Bonds. Any payment made bythe Issuer to the Trustees on behalf

of the Bondholder(s) shall dischargethe Issuer pro

interest of the Bondholders in the event of default bythe 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 againstthe Issuer unless the Trustees, having become so bound to proceed, fail to

do so.

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 Trustees

required to discharge its obligations under the terms of

Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trusteeship Agreement,

Document and all other related transaction documents, with due care, diligence and loyalty.

XI . STOCK EXCH ANGE WH ERE

The Bondsare proposed to be listed on the Wholesale Debt Market (WDM) segment of Bombay Stock

Exchange Limited (“BSE”).BSE shall be the designated stock exchange for the purpose of present Issue of

Bonds. The Issuer has made an application to BSE for seeking its in

offered under the terms of this Disclosure Doc

Issuer shall make an application to BSE

Allotment of the Bonds to list the Bonds to be issued and allotted under this Disclosure Document.

shall complete all the formalities and seek listing permission within 20 days from the Date of Allotment.

event of delay in listing of Bonds beyond 20 days from the Date of Allotment, the Issuer shall pay penal

interest of 1.00% per annum over the Coupon Rate from the expiry of 30

the listing of Bonds to the Bondholder(s).

If such permission is refused before the expiry of the 20 days from the Date of Allotment,

forthwith repay all monies received from the applicants in pursuance

penal interest of 1.00% per annum over the Coupon Rate from the expiry of 20 days from the Date of

Allotment. If such monies are not repaid within 8 days after

date of refusal or 20 days from the Date of Allotment, whichever is earlier), then

of the Issuer who is an officer in default shall, on and from expiry of 8 days, will be jointly and severally liable

to repay the money, with interest at the rate of 15 per cent per annum on application money, as prescribed

under Section 73 of the Companies Act, 1956.

In connection with listing of Bonds with BSE, the Issuer hereby undertakes that:

(a) it shall comply with the conditions of listing a

53

Debt Securities) Regulations, 2008; Securities and Exchange Board of India (Issue and Listing of Debt

Securities) (Amendment) Regulations, 2012 and circulars, regulations or guidelines issued by SEBI and (iii)


Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the


Trustees may in their absolute discretion deem necessary or require to be


of the Bondholder(s) shall dischargethe Issuer pro-tanto to the Bondholder(s). The Trustees shall protect the



led to proceed directly againstthe Issuer unless the Trustees, having become so bound to proceed, fail to


s by the holder(s) of the Bonds and shall further conduct itself, and comply with


shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions

required to discharge its obligations under the terms of SEBI Debt Regulations, the Securities and Exchange

Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trusteeship Agreement,

Document and all other related transaction documents, with due care, diligence and loyalty.

STOCK EXCH ANGE WH ERE BONDS ARE PROPOSED TO BE L ISTED


change Limited (“BSE”).BSE shall be the designated stock exchange for the purpose of present Issue of

Bonds. The Issuer has made an application to BSE for seeking its in-principle approval for listing of Bonds

offered under the terms of this Disclosure Document.

Issuer shall make an application to BSE along with applicable disclosures within 15 days from the Date of

Allotment of the Bonds to list the Bonds to be issued and allotted under this Disclosure Document.

s and seek listing permission within 20 days from the Date of Allotment.


interest of 1.00% per annum over the Coupon Rate from the expiry of 30 days from the Date of Allotment till

the listing of Bonds to the Bondholder(s).

If such permission is refused before the expiry of the 20 days from the Date of Allotment,

forthwith repay all monies received from the applicants in pursuance of the Disclosure Document along


are not repaid within 8 days after the Issuer becomes liable to repay it (i.e. from the

of refusal or 20 days from the Date of Allotment, whichever is earlier), then the Issuer and every director

the Issuer who is an officer in default shall, on and from expiry of 8 days, will be jointly and severally liable

est at the rate of 15 per cent per annum on application money, as prescribed

under Section 73 of the Companies Act, 1956.

In connection with listing of Bonds with BSE, the Issuer hereby undertakes that:

it shall comply with the conditions of listing as specified in the Listing Agreement with BSE

ssue and Listing of Debt

and circulars, regulations or guidelines issued by SEBI and (iii)


Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the


Trustees may in their absolute discretion deem necessary or require to be


r(s). The Trustees shall protect the



led to proceed directly againstthe Issuer unless the Trustees, having become so bound to proceed, fail to


s by the holder(s) of the Bonds and shall further conduct itself, and comply with


carry out its duties and perform its functions as

SEBI Debt Regulations, the Securities and Exchange

Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trusteeship Agreement, Disclosure


change Limited (“BSE”).BSE shall be the designated stock exchange for the purpose of present Issue of

principle approval for listing of Bonds

along with applicable disclosures within 15 days from the Date of

Allotment of the Bonds to list the Bonds to be issued and allotted under this Disclosure Document. The Issuer

s and seek listing permission within 20 days from the Date of Allotment. In the


days from the Date of Allotment till

the Issuer shall

of the Disclosure Document along with


the Issuer becomes liable to repay it (i.e. from the

the Issuer and every director

the Issuer who is an officer in default shall, on and from expiry of 8 days, will be jointly and severally liable

est at the rate of 15 per cent per annum on application money, as prescribed

s specified in the Listing Agreement with BSE

Disclosure Document

(b) the credit rating(s) obtained for the Bonds shall be periodically reviewed by the credit rating agencies

and any revision in the rating(s) shall be promptly disclosed by the Issuer to BSE;

(c) any change in credit rating(s) shall be promptly disseminated to the Bondholder(s) in such manner as

BSE may determine from time to time;

(d) The Issuer, the Trustees and BSE shall disseminate all information and reports

compliance reports filed by the Bank and the Trustees regarding the Bonds to the Bondholder(s) and

the general public by placing them on their websites;

(e) Trustees shall disclose the information to the Bondholder(s) and the general public by issuing a press

release and placing on the websites of the Trustees, the Issuer and BSE, in any of the following

events:

(i) default by Issuer to pay interest on the Bonds or redemption amount;

(ii) revision of the credit rating(s) assigned to the Bonds.

(f) The Issuer shall, till the redempt

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

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 cop

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.

XI I . MATERIAL CONTRACTS & AGR

TH E 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

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 Head Office

a.m. and 2.00 p.m. on any working day until the

A. MATERIAL CONTRACTS

a. Copy of letters appointing Arrangers to the Issue.

b. Copy of letter appointing Registrars and copy of MoU entered into betweenthe Issuer and the

Registrars.

c. Copy of letter appointing Trustees to the Bondho

B. DOCUMENTS

54

the credit rating(s) obtained for the Bonds shall be periodically reviewed by the credit rating agencies

and any revision in the rating(s) shall be promptly disclosed by the Issuer to BSE;

credit rating(s) shall be promptly disseminated to the Bondholder(s) in such manner as

BSE may determine from time to time;

The Issuer, the Trustees and BSE shall disseminate all information and reports on the Bonds including

by the Bank and the Trustees regarding the Bonds to the Bondholder(s) and

the general public by placing them on their websites;

Trustees shall disclose the information to the Bondholder(s) and the general public by issuing a press

n the websites of the Trustees, the Issuer and BSE, in any of the following

default by Issuer to pay interest on the Bonds or redemption amount;

revision of the credit rating(s) assigned to the Bonds.

The Issuer shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly


Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the



days from the end of the financial year, submit a copy of the latest annual report to the Trustees and



RIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS


obligations and therefore it may not be possible to furnish details of all material contracts and agreements



ed 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 Head Office of the Issuer between 10.00

a.m. and 2.00 p.m. on any working day until the issue closing date.

Copy of letters appointing Arrangers to the Issue.

Copy of letter appointing Registrars and copy of MoU entered into betweenthe Issuer and the

Copy of letter appointing Trustees to the Bondholders.

the credit rating(s) obtained for the Bonds shall be periodically reviewed by the credit rating agencies

credit rating(s) shall be promptly disseminated to the Bondholder(s) in such manner as

on the Bonds including

by the Bank and the Trustees regarding the Bonds to the Bondholder(s) and

Trustees shall disclose the information to the Bondholder(s) and the general public by issuing a press

n the websites of the Trustees, the Issuer and BSE, in any of the following

ion of Bonds, submit its latest audited/ limited review half yearly


Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the Trustees within



y of the latest annual report to the Trustees and



NANCIAL OBLIGATIONS OF


material contracts and agreements



ed to be material have been entered into by the Issuer. Copies of these contracts together with the

the Issuer between 10.00

Copy of letter appointing Registrars and copy of MoU entered into betweenthe Issuer and the

Disclosure Document

a. The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, as amended from time

to time.

b. Board Resolution of the meeting held on04.06.2013authorizing issue of Bonds offered under terms of

this Disclosure Document.

c. Letter of Consent from the Trustees to act as Trustees to the Bondholder(s).

d. Letter of Consent from the Registrars

e. Application made to the BSE Ltd. for grant of In

f. Letter from CRISIL Ltd. conveying the credit rating for the Bonds.

g. Letter from Brickwork ratings India Pvt.

h. Tripartite Agreement between the Issuer, NSDL and Registrars for issue of Bonds in dematerialized

form.

i. Tripartite Agreement between the Issuer, CDSL and Registrars for issue of Bonds in

form.

XIV. DECLARATION

The Issuer undertakes that this Disclosure Document contains full disclosures in accordance 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 and Securities and Exchange Board of India

(Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No. LAD

NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended

The Issuer also confirms that to the best of its knowledge and beliefs this Disclosure Document does not omit

disclosure of any material fact which may make the statements made therein, in light of the circumstances

under which they are made, misleading.

misleading statement.

The Issuer accepts no responsibility for the statement made otherwise than in the Disclosure Document or in

any other material issued by or at the instance ofthe Issuer and t

source of information would be doing so at his own risk.

Signed pursuant to internal authority granted.

For UNITED BANK OF INDIA

Sanjay Kumar General Manager

Treasury & Int’l banking

Place: Kolkata

Date: 24.06.2013

ENCL. COPY OF RATING LETTER ALONG WITH RAT

Copy of Rating Letter along with rationale from:

COPY OF CONSENT LETTER FROM

Copy of Application Letter for In

Application Form

55

The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, as amended from time

Board Resolution of the meeting held on04.06.2013authorizing issue of Bonds offered under terms of

Letter of Consent from the Trustees to act as Trustees to the Bondholder(s).

Letter of Consent from the Registrars for acting as Registrars to the Issue.

Ltd. for grant of In-principle Approval for listing of Bonds.

conveying the credit rating for the Bonds.

Brickwork ratings India Pvt. Ltd. conveying the credit rating for the Bonds.

Tripartite Agreement between the Issuer, NSDL and Registrars for issue of Bonds in dematerialized

Tripartite Agreement between the Issuer, CDSL and Registrars for issue of Bonds in



NRO/GN/2008/13/127878 dated June 06, 2008, as amended and Securities and Exchange Board of India

(Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No. LAD

13/19/5392 dated October 12, 2012, as amended.



under which they are made, misleading. The Disclosure Document also does not contain any false or


any other material issued by or at the instance ofthe Issuer and that any one placing reliance on any other

source of information would be doing so at his own risk.

Signed pursuant to internal authority granted.

ETTER ALONG WITH RATIONALE FROM: CRISIL LIMITED

Copy of Rating Letter along with rationale from: Brickwork Ratings India Pvt.

ETTER FROM : IDBI TRUSTEESHIP SERVICES LIMITED

Application Letter for In-Principle Approval to BSE Ltd.

The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, as amended from time

Board Resolution of the meeting held on04.06.2013authorizing issue of Bonds offered under terms of

principle Approval for listing of Bonds.

conveying the credit rating for the Bonds.

Tripartite Agreement between the Issuer, NSDL and Registrars for issue of Bonds in dematerialized

Tripartite Agreement between the Issuer, CDSL and Registrars for issue of Bonds in dematerialized



NRO/GN/2008/13/127878 dated June 06, 2008, as amended and Securities and Exchange Board of India

(Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No. LAD-



The Disclosure Document also does not contain any false or


placing reliance on any other

Brickwork Ratings India Pvt. Limited

Disclosure Document

56