Housing Finance Company

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					                                                                                                       Letter of Offer
                                                                                            (Private and Confidential)
                                                                        For equity shareholders of the Company only


                                         GIC HOUSING FINANCE LIMITED
                   (Incorporated on 12th December, 1989 under the Companies Act, 1956 as GIC Grih Vitta Limited
              and renamed to GIC Housing Finance Limited on 16th November 1993. A certificate for commencement of
                                               business was issued on 12th January 1990.)
                                  Registered and Corporate Office: Universal Insurance Building,
                                           3rd Floor, Sir P.M. Road, Fort, Mumbai - 400 001.
                                Tel: (022) - 2285 1765-7, (022) - 2285 3866/8 Fax: (022) - 2288 4985.
                                     E-mail: sridharan@gichf.com; website: www.gichfindia.com
                           Contact Person: Mr. S. Sridharan, Company Secretary and Compliance Officer
Issue of 2,69,25,533 Equity Shares of Rs.10 each for cash at a premium of Rs.30 per Equity Share aggregating to
Rs.1,07,70,21,320 on rights basis to the existing Equity Shareholders of GIC Housing Finance Limited (the
“Company”/GICHFL”) in the ratio of One Equity Share for Every One Equity Share (i.e. 1:1) held as on the record date
i.e. March 21, 2006. The face value of the Equity Shares is Rs. 10 per share and the Issue Price is 4 times the face value.

                                                        GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this issue
unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before
taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of
the Issuer and the Issue including the risks involved. The securities have not been recommended or approved by the Securities
and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or the adequacy of this document.

The attention of investors is drawn to the statement of Risk Factors appearing on page nos. v to x of this Letter of Offer.
                                           ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of Offer contains all
information with regard to the Issuer and the Issue, which is material in context of the Issue, that the information contained in this
Letter of Offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and
intentions, expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
                                                             LISTING
The Company's existing Equity Shares are listed on BSE (the designated stock exchange), NSE and CSE. The Company has
passed resolution for delisting of its equity shares from CSE and MSE in its AGM on September 15, 2005 and made application
for delisting to CSE & MSE. MSE vide their letter dated December 21, 2005 has granted delisting approval. Delisting approval
from CSE is yet to be received by the Company. The Equity Shares to be issued through this Issue would be listed on BSE and
NSE. The Company has received the in-principle approvals for listing from BSE and NSE vide their letters dated February 28,
2006 and March 2, 2006 respectively.

LEAD MANAGER TO THE ISSUE                                        REGISTRAR TO THE ISSUE


IDBI CAPITAL MARKET SERVICES LIMITED      SHAREPRO SERVICES (INDIA) PVT. LIMITED
5th Floor, Mafatlal Centre,               Satam Estate, 3rd Floor,
Nariman Point, Mumbai – 400 021           Above Bank of Baroda, Cardinal Gracious Road,
Tel: (022) 5637 1212/15                   Chakala, Andheri (East), Mumbai-400 099.
Fax: (022) 2288 5850                      Tel: (022) 2821 5168/2834 8218/2832 9828
Website: www.idbicapital.com              Fax: (022) 2837 5646
E-mail: gichfl@idbicapital.com            Website: www.shareproservices.com
                                          E-mail: sharepro@vsnl.com
ISSUE OPENS ON:                                                        March 31, 2006
LAST DATE FOR RECEIVING REQUESTS FOR SPLIT FORMS:                      April 14, 2006
ISSUE CLOSES ON:                                                       April 29, 2006
                                  TABLE OF CONTENTS
Section   Description                                                              Page Nos.
   I      DEFINITION & ABBREVIATIONS
          Conventional/General Terms                                                   i.
          Offer Related Terms                                                          i.
          Company / Industry Related Terms                                             i.
          Abbreviations                                                               ii.
          Forward Looking Statements                                                  iv.
   II     RISK FACTORS                                                                v.
  III     INTRODUCTION
          Industry Overview                                                           1
          Company Overview                                                            1
          Issue Details                                                               3
          Selected Financial Information                                              4
  IV      GENERAL INFORMATION
          Company                                                                      6
          Board of Directors                                                           7
  V       CAPITAL STRUCTURE                                                           10
  VI      PARTICULARS TO THE ISSUE
          Objects of the Issue                                                        15
          Basic Terms of Issue                                                        16
          Basis of Issue Price                                                        17
          Tax Benefits to the Company and its Shareholders                            19
 VII      ABOUT THE ISSUER COMPANY
          Industry Overview                                                           23
          Business Overview                                                           28
          Details of the Properties of the Company                                    30
          Debt Profile of the Company                                                 33
          Key Industry Regulations                                                    41
 VIII     HISTORY & CORPORATE STRUCTURE OF THE COMPANY                                42
  IX      MANAGEMENT
          Board of Directors                                                          43
          Corporate Governance                                                        48
          Management Organisation Structure                                           52
          Key Management Personnel                                                    53
  X       PROMOTERS AND THEIR BACKGROUND                                              55
  XI      FINANCIAL STATEMENT
          Financial Information                                                       62
          Financial Information of Group Companies                                    76
          Management Discussion & Analysis of Financial condition and Results of
                                                                                      86
          Operations as Reflected in Financial Statement
 XII      LEGAL AND OTHER INFORMATION
          Outstanding Litigations & Material Developments                             90
          Government Approvals and Licensing                                         118
 XIII     OTHER REGULATORY & STATUTORY DISCLOSURES                                   119
 XIV      TERMS OF ISSUE                                                             127
 XV       MAIN PROVISIONS OF THE ARTICLES OF THE COMPANY                             142
 XVI      OTHER INFORMATION
          Material Contracts and Documents                                           147
          Declaration                                                                148
                            I. DEFINITIONS AND ABBREVIATIONS

Conventional/General Terms

Act                             :   The Companies Act, 1956 as amended
                                    The Issued, Subscribed and Paid Up Equity Share Capital of the Company
Equity Shares
                                :   and the additional equity shares of the Company offered pursuant to the
                                    Rights Issue
Equity Shareholders                 Means a holder/beneficial owner of equity shares of the GIC Housing
                                :
                                    Finance Limited as on the Record Date i.e. March 21, 2006.
Depository                          A depository registered with SEBI under the SEBI (Depository and
                                :
                                    Participant) Regulations, 1996, as amended from time to time.
Guidelines/ SEBI Guidelines/        SEBI (Disclosure and Investor Protection) Guidelines, 2000 and subsequent
                                :
SEBI (DIP) Guidelines               amendments thereto
ISIN
                                :   International Securities Identification Number allotted by the depository
                                    General Insurance Company Limited, National Insurance Company Limited, The
Promoters                       :   New India Assurance Company Limited, The Oriental Insurance Company
                                    Limited, United India Insurance Company Limited and IFCI Ltd.
Sole Lead Manager/IDBI
                                :   IDBI Capital Market Services Limited
Capital
Registrars/ Registrars To The
Issue/ Registrar And Share      :   Sharepro Services (India) Pvt. Ltd.
Transfer Agent/ R&T Agents
                                    Present Issue of 2,69,25,533 Equity Shares of Rs. 10 each at a premium of
Rights Issue/Issue              :
                                    Rs. 30 per share.
UIN                             :   Unique Identification Number

Offer Related Terms

CAF                             :   Composite Application Form
Bankers to the Issue            :   IDBI Ltd.
LOF/ Letter of Offer                Letter of Offer of the Company for the Rights Issue of 2,69,25,533 Equity
                                :
                                    Shares of Rs. 10 each at a premium of Rs. 30 per share
Record Date                     :   March 21, 2006

Company/Industry Related Terms

Articles or AOA                 :   Articles of Association of the Company
                                    The Board of Directors of the Company or the Committee authorized to act
Board                           :
                                    on its behalf
Company/Issuer/GICHFL           :   GIC Housing Finance Limited
Memorandum or MOA               :   Memorandum of Association




                                                   i
Abbreviations

Act                         :   The Companies Act, 1956 and amendments thereto
ACA                         :   Associates of Chartered Accountants
AY                          :   Assessment Year
ALM                         :   Assets Liability Management
AGM                         :   Annual General Meeting
                                Accounting Standard as issued by The Institute of Chartered Accountants of
AS                          :
                                India
BSE/Designated Stock
                            :   The Bombay Stock Exchange Ltd.
Exchange
CAF                         :   Composite Application Form
CAR                         :   Capital Adequacy Ratio
CBI                         :   Central Bureau of Investigation
CDSL                        :   Central Depository Services (India) Limited
COD                         :   Chief of Department
CSE                         :   The Calcutta Stock Exchange Association Limited
DEMAT                       :   Dematerialized (Electronic/Depository as the context may be)
DP                          :   Depository Participant
DPG                         :   Deferred Payment Guarantee
DRT                         :   Debt Recovery Tribunal
EBIDTA                      :   Earnings Before Interest Depreciation and Tax
EGM                         :   Extra-Ordinary General Meeting
EMI                         :   Equated Monthly Instalments
EPS                         :   Earnings Per Share
                                Foreign Exchange Management Act 1999, and the subsequent amendments
FEMA                        :
                                thereto
FERA                        :   Foreign Exchange Regulation Act, 1973
                                Foreign Institutional Investor As Defined Under SEBI (Foreign Institutional
                                Investors) Regulations, 1995 registered with SEBI and as defined under
FII                         :
                                FEM (Transfer or Issue of Security by a Person Resident Outside India)
                                Regulations, 2000 and under other applicable laws in India
FY                          :   Financial Year
FDR                         :   Fixed Deposit Receipt
GoI / Government            :   Government of India
GIC                         :   General Insurance Company Ltd.
GIC AMC                     :   GIC Assets Management Company Ltd.
HDFC                        :   Housing and Development Finance Corporation
HFC                         :   Housing Finance Company
HUDCO                       :   Housing and Urban Development Corporation
HUF                         :   Hindu Undivided Family
ICWA                        :   Institute of Cost and Work Accountants
IFCI                        :   IFCI Ltd.
ICICI                       :   Industrial Credit and Investment Corporation of India
IVCS                        :   IFCI Venture Capital Fund Ltd.
IT                          :   Income Tax Act, 1961
Lead Manager to the Issue       IDBI Capital Market Services Ltd.
LoF                         :   Letter of Offer
MIS                             Management Information System
New India                   :   The New India Assurance Company Limited
NHB                         :   National Housing Bank
NI                          :   Negotiable Instrument
NICL                        :   National Insurance Company Limited
NPA                         :   Non Performing Assets


                                              ii
NR                               :    Non Resident
NRE ACCOUNT                      :    Non Resident External Account
NRI                              :    Non Resident Indian
NRO ACCOUNT                      :    Non Resident Ordinary Account
NSDL                             :    National Securities Depository Limited
NSE                              :    National Stock Exchange of India Limited
MSE                              :    Madras Stock Exchange
OICL                             :    Oriental Insurance Company Ltd.
OCB                              :    Overseas Corporate Bodies
PAT                              :    Profit after Tax
PAN/GIR No.                      :    Income Tax Permanent Account Number/General Index Reference Number
PBIDT                            :    Profit before Interest, Depreciation and Tax
QAC                              :    Quality Assurance & Control
RI                               :    Resident Indian
RBI                              :    Reserve Bank of India
SBI                              :    State Bank of India
SEBI                             :    Securities and Exchange Board of India
SEBI (SAST) Regulations,              SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
                                 :
1997                                  and subsequent amendments thereto
SOROS                            :    Soros Fund Management, USA
Stock Exchanges                  :    BSE and NSE referred to collectively
SUUTI                            :    Specified Undertaking Unit Trust of India
USD                              :    United States Dollars
UTI                              :    Unit Trust of India

In this Letter of Offer, all references to “Rs.” or “INR” refer to Rupees, the lawful currency of India.
References to the singular also refer to the plural and one gender also refers to any other gender wherever
applicable.




                                                    iii
                                FORWARD-LOOKING STATEMENTS

Statements included in this Letter of Offer which contain words or phrases such as “will”, “aim”, “will
likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”,
“contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar
expressions or variations of such expressions, that are “forward-looking statements”. Actual results may
differ materially from those suggested by the forward looking statements due to risks or uncertainties
associated with the Company’s expectations with respect to, but not limited to, the Company’s ability to
successfully implement its strategy, its growth and expansion, technological changes, its exposure to
market risks, general economic and political conditions in India which have an impact on its business
activities or investments, the monetary and interest policies of India, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance
of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes
and changes in competition in the industry.

For further discussion of factors that could cause the Company’s actual results to differ, see the section
entitled “Risk Factors” beginning on page no. v of this Letter of Offer. By their nature, certain market risk
disclosures are only estimates and could be materially different from what actually occurs in the future. As
a result, actual future gains or losses could materially differ from those that have been estimated. In
accordance with SEBI requirements, the Company will ensure that investors are informed of material
developments until such time as the grant of listing and trading permission by the Stock Exchanges for the
equity shares being issued.

Use of Market Data

Unless stated otherwise, macroeconomic and industry data used throughout this Letter of Offer has been
obtained from publications prepared by Government sources, industry sources and data generally available
in the public domain. Such publications generally state that the information contained therein has been
obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed
and their reliability cannot be assured. Although we believe that industry data used in this Letter of Offer is
reliable, it has not been independently verified.




                                                      iv
                                           II. RISK FACTORS

An investment in Equity Shares involves a high degree of risk. The investor should carefully consider all
of the information provided in this Letter of Offer, including the risks and uncertainties described below,
before making an investment in the Company’s Equity Shares. If any of the following risks actually
occur, Company’s business, results of operations and financial condition could suffer, the trading price
of the Company’s Equity Shares could decline and the investors may lose all or part of their investment.

Note: Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify
the financial or other implications of any risks mentioned herein under:

(The Letter of Offer also includes statistical data regarding the Housing Finance Industry. This data has
been obtained from industry publications, reports and other sources that the Company and the Lead
Manager believe to be reliable. Neither the Company nor the Lead Manager has independently verified
such data.)

A. INTERNAL RISK FACTORS

1.   The Company is involved in certain legal proceedings, incidental to the business and operations,
     which if determined against the Company, could have an adverse impact on the results of operations
     and financial condition of the Company.

     The Company has filed legal proceedings to contest demands and claims raised by Income Tax
     authorities aggregating to Rs. 31.21 lacs. Apart from the above said proceedings, the Company has
     filed legal proceedings aggregating to Rs.4574.32 lacs, which include Rs.3475.365 lacs towards Civil
     Cases and Rs.1098.95 towards Criminal Cases (inclusive of Rs.1095.95 lacs towards criminal cases
     filed under Section 138 of the Negotiable Instruments Act, 1881).

     The Company is also defendant in various pending litigations aggregating to Rs.354.70 lacs, which
     include Rs.351.82 lacs towards Civil Cases and Rs.2.88 lacs towards cases filed under the Consumer
     Protection Act. Apart from the above said litigations, the Company has issued requisition notices for
     the recovery of outstanding dues to the borrowers in default under the Kerala Revenue Recovery, 1968
     aggregating to Rs.66.39lacs. The Company has also issued notices under Section 13(2) of the
     Securitisation & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002
     aggregating to Rs.1623.89 lacs.

     For further details, please refer to section titled “Outstanding Litigations” beginning on page no. 90 of
     this Letter of Offer.

2.   The following transactions in the Equity Shares of the Company have been executed by the
     Promoters/Promoter Group during last 6 months:

      Sr.     Name of the shareholder              No. of shares    No. of shares       Date of           Price
      No.                                            bought              sold         transaction        (in Rs.)
      1. Oriental Insurance Company Ltd                 Nil             5,000           05.10.05          46.86
                                                        Nil            10,000           06.10.05          46.84
                                                        Nil            10,000           07.10.05          46.36
                                                        Nil            10,000           11.10.05          44.93
                                                        Nil             5,000           13.10.05          44.99
                                                        Nil            10,000           16.01.06          51.87
                                                        Nil             5,000           17.01.06          51.82
                                                        Nil             5,000           17.01.06          51.82
                                                        Nil            10,000           18.01.06          51.38
                                                        Nil            10,000           19.01.06          51.44
                                                        Nil            10,000           20.01.06          54.31



                                                      v
      2.   General Insurance Corporation of            50,000            Nil            14.12.05          49.68
           India                                       31,382            Nil            14.12.05          49.85
                                                       23,436            Nil            14.12.05          49.85
                                                       16,000            Nil            15.12.05          49.89
                                                       3,350             Nil            16.12.05          49.82
                                                       5,203             Nil            20.12.05          49.70

3.   Due to the change in the NHB Regulations, the Company is required to strengthen its CAR, non-
     compliance of which may lead to certain penalties being imposed on the Company.

     NHB vide their Direction No. NHB-HFC.DIR.11/CMD/2005 dated October 1, 2005 has increased the
     risk weightage for standard individual housing loan assets from 50% to 75% due to which, CAR as on
     31st March 2006 would be below the minimum stipulated level of 12% unless fresh capital is infused.
     If the CAR as on March 31, 2006 would fall below the minimum stipulated level, the company would
     be subject to certain penalties from NHB.

     Management Perception

     Steps are being initiated to infuse addition capital through Rights Issue to fulfill the Capital Adequacy
     Requirements. Further, the Company has sought for extension of time to enhance the capital base
     through this Rights Issue, to comply with the minimum stipulated level to CAR.

4.   The Promoters of the Company and Companies promoted by the Promoters are involved in certain
     legal proceedings

     The Promoters of the Company and the Companies promoted by the Promoters are involved in certain
     legal proceedings and the Company can give no assurance that the legal proceedings will be decided in
     favour of our Promoters and the Companies promoted by them.
                                                                                              (Rs. in lacs.)
      Name of Promoter Company/ Nature of Litigation                             Amount
      Group Company
      NICL                               Motor Accident Insurance claims                            178412
      United India                       Motor Accident Insurance claims                            265581
      OICL                               Not specific                                               249200
      New India                          (i) Motor Accident Insurance claims                        306565
                                         (ii)Income Tax                                           31094.62
      IFCI                               (i) Recovery proceedings                                  1065300
                                         (ii) Pending claims                                           4600
      UTI Bank                           (i) Civil Cases                                               3902
                                         (ii) Consumer Cases                                              84
                                         (iii) Before Banking Ombudsman                                  422
      IFCI Venture Capital Funds Ltd     Not specific                              1061 (by the company)
                                                                                  1 (against the company)
      ICRA                               (i) Civil Cases                                              46.75
                                         (ii) Show cause notice                                         8.61

      Kenindia Assurance Company Ltd        (i) Recovery proceedings                                739 (by)
                                            (ii) Not specific                                  2618 (against)

      Foremost Factors Ltd                  Not specific                                             107 (by)
      IFCI Financial Services Ltd           SAT Appeal                                                     37
      TFCI                                  Not specific                                               15539

     For further details, please refer to section titled “Outstanding Litigations” beginning on page no. 90 of
     this Letter of Offer.



                                                      vi
5.   The Company has not been able to get updated information on the litigations as well as operations
     of its Promoters and the Companies Promoted by them.

     Management Perception:

     Adequate steps have been taken to obtain the necessary information from the Promoters and the
     companies promoted by them.

6.   M/s Khandelwal Jain & Co., Chartered Accountants in their inspection report dated June 4, 2005
     have made the following major findings in relation to the operations of the Company.

     i.   In ALM Report the mismatch arises during the time bucket of 0-3 years and 3-5 year. The
          Company had not explained to us as to how they are going the bridge the gap. Further the
          Company also does not have any policy to bridge the mismatch.
     ii. In Thane branch, few of the Loan accounts have not been classified as NPA and certain accounts
          are wrongly classified as NPA
     iii. Delay has been observed in filing of NHB returns
     iv. The Company does not carry out Concurrent Audit in respect of the Housing Loans provided by
          the Company.

     Management Perception:

     i.   The Company proposes to bridge short-term gap through short-term borrowings. The ALM Policy
          is being finalized.
     ii. The Recovery module and system was malfunctioning for certain period of time due to which
          NPA classification was done manually, leading to the crisis. However the same has since been
          rectified. Generation of recovery report has since been computerized for all branches.
     iii. The filing of certain returns was delayed. However in the year 2004-05 all the returns were filed
          on time. Further the returns for the Financial Year 2005-06 has been filed on time till date.
     iv. The Company is not required to carry out a Concurrent Audit under the existing regulations.
          However, internal audit is carried out by independent Chartered Accountant firms on quarterly
          basis.

7.   The housing finance companies, including GICHFL face risk on account of non-availability of
     information to assess the credit worthiness of its prospective customers.

     Housing Finance Companies do not have access to reliable data to assess the risk associated with the
     customers, and to analyse historical performance measures to assess the credit worthiness of its
     customers. This is typical of developing markets like India.

     Management Perception:

     The setting up of Credit Information Bureau of India Ltd. (CIBIL) is a step in the direction of
     mitigating this risk.

8.   Housing companies, including GICHFL face credit risk on account of the inherent nature of the business.

     Management Perception:

     GICHFL has a credit control mechanism in place with policies and guidelines in respect of security of
     any loan proposal. The credit appraisal system is in place and followed uniformly. These measures
     minimize the credit risk to a great extent.




                                                    vii
9.   GICHFL faces Asset Liability Mismatch due to difference in maturity profile of its assets and liabilities.

     Due to the inherent nature of the business, assets generated by HFCs have an average tenor of 10-15
     years as against this; liabilities contracted are of a lesser tenor.

     Management Perception:

     The average tenor of the assets generated by GICHFL is 13 years, whereas funds from banks are
     available for a maximum tenor of 7-8 years. This is a peculiar risk faced by the Housing Finance
     companies.

10. The borrowing of GICHFL are largely linked to benchmarks like the PLR of banks and institutions and
    hence our debts is mainly floating in nature, exposing us to interest rate risk.

     Management Perception:

     The interest rate risk of the Company is minimized due to the fact that in the past 2 years around 80%
     of the loans disbursed have floating rate of interest.

11. NPAs (Net) of the Company account 4.58% of the total Loans as on December 31, 2005. Any further
    increase in the NPA levels may affect the liquidity position of the Company adversely.

     Management Perception:

     The Company has identified loans given to builders as one of the major reasons for NPAs.
     Accordingly, from the financial year 2000-01, the Company has stopped sanctioning loans under this
     category. Currently 98% of the loan portfolio of the Company is to individual housing loan category in
     which the Net NPAs have reduced to 4.58% as on December 31, 2005 as compared to 5.90% in March
     31, 2005.

12. The Company has contingent liability not provided for.

     The Company has tax disputes in appeal amounting to Rs. 31.20 lacs as on March 31, 2005. The
     details of the same are given on page no. 99 under the heading “Taxation Litigation”. In case these tax
     disputes are adjudicated against the Company, it will adversely affect the results of the operations and
     financial condition of the Company.

     Management Perception:

     The Company has already paid the said dues to the Income Tax Department and there will not be any
     cash outflow from the Company on account of this contingent liability.

13. The investments made by the Company during the period 1995-1997 in equity shares (unquoted),
    redeemable preference shares (unquoted) and non convertible bonds worth Rs. 13785 lacs have been
    reduced to Rs. 139 lacs as on September 30, 2005.

     During the period 1995-1997, the Company had made investments in equity shares (unquoted),
     redeemable preference shares (unquoted) and non-convertible bonds worth Rs. 13785 lacs. The value
     of these investments has depreciated considerably over a period of time. These investments are not
     yielding any returns and are non-performing in the books of the Company and the realisability of the
     same is unsure.




                                                       viii
     Management Perception:

     The Company has been writing off the investments in the books over a period of time to reflect the
     diminution in the value of these investments. Further, as a policy the company has not been making
     fresh investments since 2001 except in short term money market mutual funds.

14. The Company's name reflects that General Insurance Corporation of India (GIC) is one of the major
    shareholders in the Company whereas the holding of GIC in the Company is only 8.03%.

     Management Perception:

     GIC Housing Finance Limited was promoted by GIC and the erstwhile subsidiaries of GIC namely,
     NICL, OICL, New India and United India. GIC alongwith its erstwhile subsidiaries, was holding
     around 33% of the equity capital in GICHFL. Subsequently, the Government of India delinked NICL,
     OILC, New India and United India from GIC thereby diluting GICs stake in GICHFL. As a result the
     equity stake held by GIC was split between these entities. Hence as on date GIC only holds 8.03%
     equity stake while its four erstwhile subsidiaries cumulatively hold 25.91% equity stake.

B. EXTERNAL RISK FACTOTRS

1.   Risk of Competition

     The Company faces competition from Banks and Co-operative Sector, other than the other HFCs,
     which offer Housing Finance at competitive rates. Share of Housing Finance Companies in the
     housing finance sector was 50.78% in 2001, which decreased to 38.58% in 2004, whereas the share of
     Banks has increased from 38.81% in 2001 to 55.70% in 2004.

2.   The housing finance industry has witnessed the entry of banks in the past few years. These banks
     have access to cheap funds and are therefore able to lend to customers at lower interest rates
     resulting in intense competition in the housing finance industry, and finer spreads.

     Banks have access to the cheap funds form various low cost deposits, which the Housing Finance
     Companies do not have. Any upward movements in the interest rates will adversely impact the net
     interest margins.

3.   The housing finance industry depends on:
     (i) Prices in the real estate market,
     (ii) Interest rate prevalent in the market and
     (iii) Fiscal benefits provided by the Government from time-to-time.
     Any changes in the above may affect the disbursements and consequently the margins of the
     Company.

     In view of the large population, the Company expects demand for housing to outstrip supply and hence
     any change in the above factors will not have a major effect on the Company's business. The Company
     has presence in semi-urban areas of the country, which present an opportunity for the Company to
     garner more business. Further, the Union Budget has emphasized on Housing in the Rural Sector,
     which provides an added avenue for generating business.




                                                   ix
4.        Any change in the government and regulatory policies may affect the performance of the company

          NHB vide their Direction No. NHB (ND)/DRS/REGU/DIR/01-69/2004 dated January 1, 2004 reduced
          the classification period of NPA from 180 days to 90 days. This will result in additional provisioning
          of the NPA of the HFC, which will result in decline in their profits. Further NHB vide their Direction
          No. NHB-HFC.DIR.11/CMD/2005 dated October 1, 2005 increased the risk weightage for the
          standard housing loan assets from 50% to 75% due to with the CAR of the HFC has declined. Any
          such further change in the policies by the government or the regulatory authority will adversely affect
          the performance of the Company.

NOTES TO RISK FACTORS

1.
 Pre-issue Networth (as on 30/09/2005)                            Rs. 13,831 Lacs
 Adjusted Pre-issue Net Asset Value (as on 30/09/2005)            Rs. 51.41
 Issue Size                                                       Rights Issue of 2,69,25,533 Equity Shares of Rs.
                                                                  10/- each for cash at a premium of Rs. 30/- per
                                                                  Equity Share aggregating Rs. 1,07,70,21,320.

2.        There is no interest of Promoters/Directors/Key Management Personnel other than as stated on page
          no. 50 of this Letter of Offer.

3.        No transactions of the Equity Shares of the Company has been taken place by the Promoters/Promoter
          Group during last 6 months except as mentioned herein:

 Sr.                 Name of the shareholder                  No. of shares    No. of shares      Date of        Price
 No.                                                            bought              sold        transaction     (in Rs.)
 1.          Oriental Insurance Company Ltd                        Nil             5,000          05.10.05       46.86
                                                                   Nil            10,000          06.10.05       46.84
                                                                   Nil            10,000          07.10.05       46.36
                                                                   Nil            10,000          11.10.05       44.93
                                                                   Nil             5,000          13.10.05       44.99
                                                                   Nil            10,000          16.01.06       51.87
                                                                   Nil             5,000          17.01.06       51.82
                                                                   Nil             5,000          17.01.06       51.82
                                                                   Nil            10,000          18.01.06       51.38
                                                                   Nil            10,000          19.01.06       51.44
                                                                   Nil            10,000          20.01.06       54.31
     2.      General Insurance Corporation of India              50,000              Nil          14.12.05       49.68
                                                                 31,382              Nil          14.12.05       49.85
                                                                 23,436              Nil          14.12.05       49.85
                                                                 16,000              Nil          15.12.05       49.89
                                                                  3,350              Nil          16.12.05       49.82
                                                                  5,203              Nil          20.12.05       49.70

     4.     For Related party disclosures under Accounting Standard 18 issued by the Institute of Chartered
            Accountants of India please refer to para under ‘Related Party Transactions’ on page no. 68 of this
            Letter of Offer.

     5.     The Lead Manager and the Company shall update this Letter of Offer and keep the
            shareholders/public informed of any material changes till the listing and trading commencement.

Investors are free to contact the Lead Manager or the Compliance Officer for any clarification or
information or any complaints pertaining to this Rights Issue. For contact details please refer to the
cover page of this Letter of Offer.


                                                          x
                                           III. INTRODUCTION

INDUSTRY OVERVIEW

Industry Overview

Housing is the one of the basic needs for every human being. Housing is an important component and a
measure of socio–economic status of the people. It is regarded as a critical sector in terms of policy
initiatives and interventions. The relevance of housing as a social need is long recognized and has therefore
influenced the policy making at different levels, viz. national, state and local levels. This is reflected in the
efforts of the Government undertaken to improve the housing and habitat conditions by way of financial
allocations in the Five Year Plans and fiscal measures related to housing announced in the Union Budgets.

In India, housing is basically a state level activity though the Central Government is responsible for the
formulation of a broad policy framework for the housing sector and overseeing the effective
implementation of the same. The importance of the housing sector can be judged by this fact that we
consider house as the best investment and want to invest our hard earned money or saving in a house.

Housing Finance

The Housing Finance Companies (HFCs) have stepped up their lending over the years contributing to the
growth of the housing sector. Their strength lies in their skills in lending exclusively for housing sector.
The performance of the HFCs in recent years has been overshadowed by the competing banking sector with
aggressive lending abilities, the relatively high cost of funds, higher regulatory capital requirement and
lower degree of penetration in terms of geographical presence and market segments of the HFCs. Till June
30, 2004 there were 45 HFC’s registered with NHB.

The Indian housing finance sector is crowded with players of all sizes and nature ranging from government
organisations, insurance companies, banks, housing finance companies and co-operative organisations like
HUDCO and NHB to others. Major players in the Industry are HDFC, LIC Housing Finance, Dewan
Housing, Can Fin Homes, SBI Home Finance and Gujarat Rural Housing.

COMPANY OVERVIEW

GIC Housing Finance Limited was incorporated as 'GIC Grih Vitta Limited' on 12th December 1989. The
Company was issued the Certificate for Commencement of Business dated 12th January 1990. The name is
changed to its present name vide fresh Certificate of Incorporation issued on 16th November 1993. The
Company was formed with the objective of entering in the field of direct lending to individuals and other
corporates to accelerate the housing activities in India. The primary business of GICHFL is granting
housing loans to individuals and to persons/entities engaged in construction of houses/flats for residential
purposes.

The Company was promoted by General Insurance Corporation of India and its erstwhile subsidiaries
namely, National Insurance Company Limited, The New India Assurance Company Limited, The Oriental
Insurance Company Limited and United India Insurance Company Limited together with erstwhile UTI,
ICICI, IFCI, HDFC and SBI, all of them contributing to the initial share capital. HDFC, SBI, ICICI and
SUUTI have since sold off their holding in the Company and have ceased to be the Promoters of the
Company.

GIC Housing Finance Limited is in the business of providing housing finance to individuals and those into
construction business. GICHFL offers the following products to its customers:

Own Your Home Scheme:

This scheme is suited to individual home loan borrowers, aiming to own a house. The Company offers a
bouquet of options to the borrower in terms of tenure, rate of interest and value added services.



                                                       1
Home loan to NRI:

This product caters to the needs of NRIs who want to purchase their own home in India. Generally these
transactions prove to be very fruitful to the Company because of the creditworthiness of the NRI as well as
the high value of the transaction.

Tailor made products:

The Company has designed tailor made products to suit individual needs and specifications depending on
various criteria.

Loans Sanctioned and Disbursement

The company has cumulatively approved loans of Rs. 2781 crores comprising 76411 units upto March 31,
2005. Cumulative disbursement till March 31, 2005 stands at Rs. 2427 crores. Loans sanctioned and
disbursed during the last 4 years and till the half year ended September 30, 2005 is given below:
                                                                                                    (Rs. Lacs)
                                                                                     Till half year ended
Particulars                    2002          2003          2004        2005
                                                                                     September 30, 2005
Loans Sanctioned                 25743        33285          55076       80461              20131
Loans Disbursed                  22519        29559          44881       65923              23519

Loans Outstanding

Total amount of housing finance outstanding as on September 30, 2005 is Rs. 171149 lacs. Out of the total
outstanding on September 30, 2005, 98.34% is granted to individuals and 1.41% is outstanding with
corporate clients. A clients wise breakup of the loans outstanding at the FY ended 2002, 2003, 2004, 2005
and as on September 30, 2005 is given below:
                                                                                                 (Rs. lacs)
                                                                                    Half year ended
Particulars                    2002        2003         2004           2005
                                                                                  September 30, 2005
Individuals                      64769      79604        106624         154542                   168303
Corporates                        5254       4494           3644          2776                     2415
Others                             815         660           631           500                       430
Total                            70838      84758        110899         157819                   171149




                                                      2
ISSUE DETAILS

Equity Share Proposed to be issued by the     2,69,25,533 Equity Shares of Rs. 10 each
Company
Right Entitlement                             One Equity Share for every One Equity Share
Record Date                                   March 21, 2006
Issue price per equity Share                  Rs. 40/-
Equity Share outstanding prior to the issue   2,69,25,533 Equity Shares of Rs. 10 each
Equity Share outstanding after the issue      5,38,51,066 Equity Shares of Rs. 10 each
Terms of the Issue                            For more information see “Terms of Issue” on page no.
                                              127 of the Letter of Offer




                                                  3
SELECTED FINANCIAL INFORMATION

Following selected financial data have been prepared in accordance with Indian Accounting Standards, in
conjunction with our financial statements and related notes and "Management's Discussions and Analysis".
The audited financial statements have been prepared in Indian rupees and have been prepared in accordance
with Indian Accounting Standards for the fiscal years ended 2001, 2002, 2003, 2004, 2005 and six months
period ending on 30th September 2005.

Statement of Profits and Losses

                                                                                                Rs. in lacs
Particulars                                        For the Financial Year                     Six Months
                               2000-2001     2001-2002 2002-2003 2003-2004          2004-2005 30.09.2005
Income:
Operating Income                     9,095        9,163       9,676         9,920        12,453        7,583
Investment and other Income             85           74          77            90           108           38
Total (A)                            9,180        9,237       9,753        10,010        12,561        7,621
Expenditure:
Interest                             6,849        7,599       7,272         6,990         7,865        4,784
Staff Expenses                         153          162         199           185           236          128
Other Expenses                         347          383         450           567           808          425
Miscellaneous expenses
written off                              6              6          5            5            10              5
Depreciation                            72             56         43           40            44             23
Non-Performing assets
written off                            965         342          823           200              -             -
Provision for Non-performing
assets (Net)                           145          521         201           565         1,524          386
Total (B)                            8,537        9,069       8,993         8,552        10,487        5,751
Net Profit Before Tax and
Extra ordinary Items (A-B)             643          168          760        1,458         2,074        1,870
Less: Taxation                         210          150          235          526           856          473
Deferred Tax Assets                      -        (102)        (136)        (180)         (558)        (124)
Fringe Benefit Tax                       -            -            -            -             -            3
Extraordinary Items                      -            -            -            -             -            -
Net Profit After Tax and
Extra ordinary items                   433         120          661         1,112         1,776        1,518




                                                   4
 Statement of Assets and Liabilities

                                                                                                         Rs. in lacs
  Particulars                                                 Position as at Financial Year Ended       Six Months
                                                      31-Mar-01 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-05 30-Sep-05

A Housing Loans:                                        62,742     70,839   84,758    110,900   157,819     171,149
  Less: Provision for non performing Loans                 410        693    1,061     1,562     3,086        3,451
                                                        62,332     70,146   83,697    109,338   154,733     167,698
B Fixed Assets
  Gross Block                                               584      598       617       652       666         676
  Less: Depreciation                                        252      308       344       382       380         402
  Net Block                                                 332      290       273       270       286         274
  Less: Revaluation Reserve                                  -        -         -         -         -            -
  Net Block after Revaluation Reserve                       332      290       273       270       286         274
C Investments
  Cost of Investments                                      1,699    1,489    1,488     1,387     1,379        1,476
  Less; Provision for Non Performing Inv                     671      802    1,033     1,218     1,218        1,239
                                                           1,028      687      455       169       161         237
D Current Assets:
  Sundry Debtors (Secured)                               1,395        745      826       677       320         422
  Cash and Bank Balance:                                 1,269      2,201    1,388     1,611     1,707        1,815
  Loans & Advances                                       3,163      3,148    3,666     4,491     4,554        5,021
  Other Current Assets                                     311        149       98       199        93         377
                                                         6,138      6,243    5,978     6,978     6,674        7,635
  Total E =A+B+C+D                                      69,830     77,366   90,403    116,755   161,854     175,844
F Deferred Tax Asset                                        -         238      375       555     1,113        1,237
G Total Assets - G= A + B +C+D+F                        69,830     77,604   90,778    117,310   162,967     177,081

  Loan Funds, Current Liabilities and Provision
H Liabilities & Provisions
  Loan Funds:
  Secured Loans                                         59,276     66,435   74,375     89,521   127,022     141,694
  Unsecured Loans                                          155        102    5,022    15,018    20,005       17,503
                                                        59,431     66,537   79,397    104,539   147,027     159,197

I Current Liabilities and Provisions                     2,132      2,717    2,611     3,189     3,633        4,053
                                       Total J =H+I     61,563     69,254   82,008    107,728   150,660     163,250


K Net Worth (K = G-J)                                      8,267    8,350    8,770     9,582    12,307       13,831
  Represented by:
L Share Capital                                            1,797    1,797    1,797     1,797     2,693        2,693
M Reserves                                                 6,486    6,563    6,978     7,785     9,652       11,172
N Misc. Expenditure not written-off                           16       10        5        -         38           34

O Total = L+ M – N                                         8,267    8,350    8,770     9,582    12,307       13,831




                                                       5
                                     IV. GENERAL INFORMATION


                                GIC HOUSING FINANCE LIMITED
   (Incorporated on 12th December, 1989 under the Companies Act, 1956 as GIC Grih Vitta Limited and
 renamed to GIC Housing Finance Limited on 16th November, 1993. A Certificate for Commencement of
                                 Business was issued on 12th January 1990.)
                     Registered and Corporate Office: Universal Insurance Building,
                             3rd Floor, Sir P.M. Road, Fort, Mumbai - 400 001.
                  Tel: (022) - 2285 1765-67, (022) - 2285 3866/8 Fax: (022) - 2288 4985.
                        E-mail: sridharan@gichf.com; website: www.gichfindia.com
              Contact Person: Mr. S. Sridharan, Company Secretary and Compliance Officer
                                         Registration No. 11-54583
          Address of the Registrar of Companies: Registrar of Companies Mumbai, Maharashtra.

Dear Shareholder(s),

Pursuant to the resolutions passed by the Board of Directors of the Company at its meeting held on
December 26, 2005 and resolution passed by the shareholders in the Extra Ordinary General Meeting held
on January 23, 2006, it has been decided to make the following offer to the Equity Shareholders of the
Company:

Right Issue of 2,69,25,533 Equity Shares of Rs.10 each for cash at a premium of Rs. 30/- per Equity
Share aggregating to Rs. 1,07,70,21,320/- on rights basis to the Equity Shareholders of GIC Housing
Finance Limited (the “Company”/“GICHFL”) in the ratio of One Equity Share for every One
Equity Share held on the record date i.e. March 21, 2006. The issue price is 4 times the face value.

Statutory Declaration

In the reasonable opinion of the Board, there are no circumstances that have arisen since the date of the last
financial statement disclosed in the Letter of Offer, that materially or adversely affect or are likely to affect
the performance or profitability of the Company or value of its assets or its ability to pay its liabilities
within the next twelve months.

Important

1.   This Issue is applicable only to those shareholders whose names appear as beneficial owners as per the
     list to be furnished by Depositories in respect of the Equity Shares held in the electronic form and on
     the Register of Members of the Company in respect of the Equity Shares held in physical form at close
     of business hours on March 21, 2006, i.e. the Record Date.
2.   Shareholders' attention is drawn to Risk Factors appearing on page v of this Letter of Offer.
3.   Please ensure that the CAF is received with this Letter of Offer.
4.   Please read this Letter of Offer and the instructions contained therein and in the CAF carefully, before
     filling in the CAF. The instructions contained in the CAF are an integral part of this Letter of Offer and
     must be carefully followed. Application is liable to be rejected if it is not in conformity with the terms
     of the Letter of Offer and/or the CAF.
5.   All enquiries in connection with this Letter of Offer or CAF should be addressed to the Registrars to
     the Issue, Sharepro Services (India) Pvt. Ltd., quoting the registered Folio Number/DP ID/Client ID
     number and the Serial Number of the CAF and his/her full name and address.
6.   In case the original CAF is not received, lost or misplaced by the shareholder, the Registrars/Company
     will issue a duplicate CAF on the request of the shareholder who should furnish the registered Folio
     Number/DP ID/Client ID number and his/her full name and address to the Registrars/Company. Please
     note that those applicants who are making the application in the duplicate CAF should not utilize the
     original CAF for any purpose including renunciation, even if it is received/found subsequently. In case
     the original and the duplicate CAFs are lodged for subscription, allotment will be made on the basis of
     the duplicate CAF and the original CAF will be ignored.



                                                       6
7.  The Rights Issue will be kept open for a minimum period of 30 days. If extended, it will be kept open
    for a maximum period of 60 days.
8. The Lead Manager and the Company shall make all information available to the Equity Shareholders
    and no selective or additional information would be available for a section of the Equity shareholders
    in any manner whatsoever including at presentations, in research or sales reports etc. after filing of the
    Letter of Offer with SEBI/Stock Exchange
9. The Lead Manager and the Company shall update the Letter of Offer and keep the public informed of
    any material changes till the listing and trading commences.
10. All the legal requirements as applicable till the filing of the Letter of Offer with the Designated Stock
    Exchange have been complied with.

BOARD OF DIRECTORS:

Sr. No.    Name of the Director                     Position held
   1.      Mr. R. K Joshi                           Nominee Director
   2.      Mr. B Chakrabarti                        Non Executive Director
   3.      Mr. M. K Garg                            Non Executive Director
   4.      Mr. M Ramadoss                           Non Executive Director
   5.      Mr. V Ramasaamy                          Non Executive Director
   6.      Mr. Manu Chadha                          Independent & Non Executive Director
   7.      Mr. R. M. Malla                          Non Executive Director
   8.      Mr. M. K. Tandon                         Independent & Non Executive Director
   9.      Mr. B. P. Deshmukh                       Independent & Non Executive Director
  10.      Mr. Arun Datta                           Independent & Non Executive Director
  11.      Mr. N. R Ranganathan                     Nominee Director
  12.      Mr. A. K Guha                            Executive Director

For more details regarding our Board of Directors please refer to page no. 43 of this Letter of Offer.

Issue Schedule

ISSUE OPENS ON                      LAST DATE FOR RECEIVING                    ISSUE CLOSES ON
                                    REQUESTS FOR SPLIT FORM
March 31, 2006                      April 14, 2006                             April 29, 2006

Company Secretary and Compliance Officer

Mr. S. Sridharan
Company Secretary and Asst Vice President
GIC Housing Finance Limited,
3rd Floor, Universal Insurance Building,
Sir P.M. Road, Fort, Mumbai - 400 001
Tel: (022) 2288 1783 Fax: (022) 2288 4985
Email: sridharan@gichf.com




                                                      7
Bankers to the Company

Bank of India
D.N. Road Branch, Sadhana Reyon House,
Fort, Mumbai-400001
Tel: (022) 2261 4878
Fax: (022) 2261 0168
Email: boidnroadbr@vsnl.net

HDFC Bank Limited
Motwani Chembers,
Manikji Wadia Building
Mumbai-400 023.
Tel: (022) 5657 3602
Fax: (022) 2270 3392
Email: shailendra.nagarseth@hdfcbank.com
        mahalakshmi.pradeep@hdfcbank.com
        corporatehelp@hdfcbank.com

ISSUE MANAGEMENT TEAM

Lead Manager to the Issue:

IDBI Capital Market Services Limited
5th floor, Mafatlal Centre,
Nariman Point, Mumbai – 400 021
Tel: (022) 5637 1212
Fax: (022) 2288 5848
E-mail: gichfl@idbicapital.com
Website: www.idbicapital.com
Contact Person: Mr. Saurabh Jain

Registrar to the Issue:

Sharepro Services (India) Pvt. Ltd.
Satam Estate, 3rd Floor,
Above Bank of Baroda, Cardinal Gracious Road,
Chakala, Andheri (East), Mumbai-400 099.
Tel: (022) 2821 5168/2834 8218/ 2832 9828
Fax:(022) 2837 5646
E-mail: sharepro@vsnl.com
Website: www.shareproservices.com
Contact Person: Mr. Ashok Gupta

Legal Advisers to the Issue:

ANS Law Associates
Advocates & Solicitors
41-A Filmcenter
68, Tardeo Road, Mumbai-400 034
Tel: (022) 5660 4761/62
Fax:(022) 5660 4763
Email: anslaw@vsnl.net
Contact Person: Mr. Sharad Abhyankar




                                                8
Bankers to the Issue:

IDBI Ltd.
224, Mittal Court, A- Wing,
2nd Floor, Nariman Point,
Mumbai – 400 021
Tel.: (022) 5658 8273
Fax: (022) 2288 0131
Email: rahul_paralkar@idbibank.com
Website: www.idbibank.com
Contact Person: Mr. Rahul Paralkar

Auditors of the Company:

M/s M. P. Chitale & Company
Chartered Accountants
1st Floor, Hamam House,
Ambalal Doshi Marg, Fort, Mumbai-400001.
Tel: (022) 2265 1186
Fax: (022) 2265 5334
Email: office@mpchitale.com

INTER SE ALLOCATION OF RESPONSIBILITIES

Not Applicable

CREDIT RATING

This being a rights issue of Equity Shares, credit rating is not required.

TRUSTEES

This being a rights issue of Equity Shares, appointment of Trustees is not required.

MONITORING AGENCY

Not Applicable

APPRAISING ENTITY

Not Applicable

MINIMUM SUBSCRIPTION

a.   If the Company does not receive the minimum subscription of 90% of the Issue, the entire subscription
     amount shall be refunded to the applicants within 42 days from the date of closure of the Issue.
b.   If there is a delay in refund of subscription amount by more than 8 days after the Company becomes
     liable to pay the subscription amount (i.e. 42 days after closure of the Issue), the Company will pay
     interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the
     Companies Act, 1956.




                                                       9
                               V. CAPITAL STRUCTURE OF THE COMPANY

                               No. of Shares                                   Nominal         Issue Amount
                                                                              Value (Rs.)          (Rs.)

 A. Authorised Capital*
     10,00,00,000 Equity Shares of Rs.10/- each                               100,00,00,000                  -
     50,00,000 Redeemable Cumulative Participating or Non                      50,00,00,000                  -
     Participating Preference Shares of Rs. 100/- each
 B. Issued Capital
     2,69,25,533 Equity Shares of Rs.10/- each                                 26,92,55,330                  -
     NIL Redeemable Cumulative Participating or Non                                    NIL
     Participating Preference Shares of Rs. 100/- each
 C. Subscribed and Paid-up Capital
     2,69,25,533 Equity Shares of Rs.10/- each                                 26,92,55,330                  -
     NIL Redeemable Cumulative Participating or Non                                    NIL                   -
     Participating Preference Shares of Rs. 100/- each
 D. Present Rights Issue in the ratio of one Equity Share for
    every Equity Share held as on March 21, 2006 (Record
    Date)                                                                      26,92,55,330    1,07,70,21,320
     2,69,25,533 Equity Shares of Rs.10/- each at a premium of
     Rs.30/- per share
 E. Post Issue Capital
     5,38,51,066 Equity Shares of Rs.10/- each                                 53,85,10,660                 --
 F. Share Premium Account
     Before the Offer                                                          37,29,66,466
     After the Offer                                                          118,07,32,456

*         The Company has reclassified its Authorised Capital in its AGM on September 15, 2005 from Rs. 150
          crores divided into 5,00,00,000 Equity Shares of Rs.10/- each and 1,00,00,000 Redeemable
          Cumulative Participating or Non Participating Preference Shares of Rs. 100/- each to Rs. 150 crores
          divided into 10,00,00,000 Equity Shares of Rs.10/- each and 50,00,000 Redeemable Cumulative
          Participating or Non Participating Cumulative Preference Shares of Rs. 100/- each.

NOTES TO CAPITAL STRUCTURE:

1.        Share Capital History:

    Sr.         Date of        No. of       Cumulative       Face     Issue     Conside-               Particulars
    No.        allotment       shares        number of       Value    Price      ration
                                            Equity Share     (Rs.)    (Rs.)
     1.      Incorporation          11                 11     10       10        Cash       Initial   subscription  to   the
                                                                                            Memorandum
     2.       30/03/1991     50,00,000           50,00,011    10       10        Cash       First Allotment
     3.       02/12/1993     50,00,011         1,00,00,022    10       10        Cash       Rights Issue
     4.       10/01/1995     80,04,900         1,80,04,922    10       50        Cash       Initial Public Offering and
                                                                                            Allotment to Promoters
     5.       30/06/2004      (53,800)         1,79,51,122    10        -         -         Forfeited and Cancelled
     6.       27/11/2004     89,74,411         2,69,25,533    10       16        Cash       Rights Issue of one Equity Share
                                                                                            for every two Equity Shares held
                                                                                            at Rs. 16 per share (including
                                                                                            Premium)

2.        Promoters’ Contribution and Lock-in:

The present issue being a rights issue, provisions of Promoters’ contribution and lock-in are not applicable.



                                                        10
3.   Present Rights Issue:

 Type of Instrument              Ratio      Face Value             No. of             Issue Price       Consideration
                                               (Rs.)              shares                 (Rs.)
 Equity Shares                    1:1           10              2,69,25,533               40                    Cash

4.   Shareholding pattern of the Company as on March 10, 2006 is given below:

                        Category                                No. of Shares             % of Shareholding
 Promoter's Holding
 Promoters
 Indian Promoters
 New India Assurance Company Limited                                    19,36,750                              7.19
 General Insurance Corporation of India                                 21,62,769                              8.03
 The Oriental Insurance Company Limited                                 15,47,512                              5.75
 United India Insurance Company Limited                                 18,86,750                              7.01
 National Insurance Company Limited                                     15,86,750                              5.89
 IFCI Ltd.                                                              22,00,000                              8.17
                        Sub Total                                     1,13,20,531                             42.04
 Non Promoter's Holding
 Institutional Investors
 Mutual Funds and UTI                                                          5200                            0.02
 Banks, Financial Institutions, Insurance Companies                        3,69,464                            1.37
 FIIs                                                                     13,56,068                            5.04
                        Sub Total                                         17,30,732                            6.43
 Others
 Private Corporate Bodies                                               39,28,053                          14.59
 Indian Public                                                          98,49,416                          36.58
 NRIs/OCBs                                                                 96,801                           0.36
                        Sub Total                                     1,38,74,270                          51.53
 Grand Total                                                          2,69,25,533                         100.00

5.   The shareholding pattern of the promoter group and directors pre and post issue is as detailed
     below:

                   Particulars                                     Present                            Post Rights
                                                       No. of Equity           % of          No. of Equity        % of
                                                      Shares of Rs.10/-       Present          Shares of       Post issue
                                                            each              Capital         Rs.10/- each      capital
 a) Promoters
 New India Assurance Company Limited                         19,36,750                7.19      38,73,500              7.19
 General Insurance Corporation of India                      21,62,769                8.03      43,25,538              8.03
 The Oriental Insurance Company Limited                      15,47,512                5.75      30,95,024              5.75
 United India Insurance Company Limited                      18,86,750                7.01      37,73,500              7.01
 National Insurance Company Limited                          15,86,750                5.89      31,73,500              5.89
 IFCI Ltd.                                                   22,00,000                8.17      44,00,000              8.17
 b) Immediate relative of promoters (Spouse,                         -                   -              -                 -
 parent, child, brother, sister)
 c) Company in which 10% or more of the share                         -                  -                -                 -
 capital is held by the promoter his immediate
 relative firm or HUF in which the promoter or
 his immediate relative is a member




                                                  11
 d) Company in which the Company mentioned                               -                 -                -                  -
 in (c) above holds 10% or more of the share
 capital
 e) HUF in which aggregate share of the                                  -                 -                -                  -
 promoter and his immediate relatives is equal or
 more than 10% of the total
                     Total                                    1,13,20,531             42.04     2,26,41,062                42.04

Notes:

a)   The following Promoters have communicated their intention to subscribe to their own entitlement in
     this rights issue in full.

                Name of the Promoter                               Date of Letter
                New India Assurance Company Limited                January 13, 2006
                General Insurance Corporation of India             January 23, 2006
                The Oriental Insurance Company Limited             January 10, 2006
                United India Insurance Company Limited             January 25, 2006
                National Insurance Company Limited                 January 27, 2006
                IFCI Ltd.                                          January 25, 2006

b)   The allotment to the Promoters even if they subscribe to unsubscribed portion to the fullest extent will
     not result in public shareholding falling below the permissible minimum level. Thus the provisions of
     Clause 17 of SEBI (Delisting of Securities) Guidelines, 2003 are not applicable.

c)   The acquisition of additional securities and subscription to the shortfall by the promoters shall be
     exempt in terms of proviso to Regulation 3(1)(b)(ii) of the SEBI (Substantial Acquisition of Shares
     and Takeovers) Regulations, 1997.

d)   General Insurance Corporation of India has given their consent to subscribe to the additional shares in
     the event of shortfall in the Rights Issue, if any, so that the issue is subscribed at least to the extent of
     90%.

6.   The Company has not issued any warrant, option, convertible loan, debenture or any other securities
     convertible at a later date into equity, which would entitle the holders to acquire further equity shares
     of the Company.

7.   The Equity Shares of the Company are being traded in compulsory dematerialised mode. The market
     lot of the equity shares is 1 (one).

8.   No transactions of the Equity Shares of the Company has been taken place by the Promoters/Promoter
     Group during last 6 months except as mentioned herein:

      Sr.    Name of the Shareholder                 No. of shares    No. of shares        Date of               Price
      No.                                              bought              sold          transaction            (in Rs.)
      1. Oriental Insurance Company Ltd                   Nil             5,000            05.10.05              46.86
                                                          Nil            10,000            06.10.05              46.84
                                                          Nil            10,000            07.10.05              46.36
                                                          Nil            10,000            11.10.05              44.93
                                                          Nil             5,000            13.10.05              44.99
                                                          Nil            10,000            16.01.06              51.87
                                                          Nil             5,000            17.01.06              51.82
                                                          Nil             5,000            17.01.06              51.82
                                                          Nil            10,000            18.01.06              51.38
                                                          Nil            10,000            19.01.06              51.44
                                                          Nil            10,000            20.01.06              54.31


                                                       12
      2.     General Insurance Corporation of         50,000            Nil            14.12.05          49.68
             India                                    31,382            Nil            14.12.05          49.85
                                                      23,436            Nil            14.12.05          49.85
                                                      16,000            Nil            15.12.05          49.89
                                                      3,350             Nil            16.12.05          49.82
                                                      5,203             Nil            20.12.05          49.70

9.   The ten largest shareholders two years prior to the date of filing of this Letter of Offer with Stock
     Exchanges are as follows:

       Sr.         Name of the Shareholders                                    Number of            Percentage of
       No.                                                                    Equity Shares       shareholding (%)
        1.      IFCI Ltd.                                                          15,75,000                 8.74%
        2.      National Insurance Company Ltd.                                    11,97,000                  6.64%
        3.      The New India Assurance Company Ltd.                               11,97,000                  6.64%
        4.      The Oriental Insurance Company Ltd.                                11,97,000                  6.64%
        5.      United Indian Insurance Company Ltd.                               11,97,000                  6.64%
        6.      General Insurance Corporation Ltd.                                 10,71,422                  5.95%
        7.      SU UTI                                                               9,85,793                 5.47%
        8.      CD Equisearch Pvt. Ltd.                                              5,58,630                 3.10%
        9.      EXIM Scrip Dealers Pvt. Ltd.                                         2,89,901                 1.61%
       10.      UTI – SUS 1999                                                       1,64,716                 0.91%

10. The ten largest shareholders as on 10 days prior to the date of filing of the Letter of Offer with Stock
    Exchanges are as follows:

       Sr.         Name of the Shareholders                                    Number of            Percentage of
       No.                                                                    Equity Shares       shareholding (%)
       1.       IFCI Ltd.                                                          22,00,000                 8.17%
       2.       General Insurance Corporation Ltd.                                 21,62,769                  8.03%
       3.       The New India Assurance Company Ltd.                               19,36,750                  7.19%
       4.       United Indian Insurance Company Ltd.                               18,86,750                  7.01%
       5.       National Insurance Company Ltd.                                    15,86,750                  5.89%
       6.       The Oriental Insurance Company Ltd.                                15,47,512                  5.75%
       7.       Caledonia Investments Plc                                          13,36,068                  4.96%
       8.       Tata Investment Corporation Ltd.                                     6,65,400                 2.47%
       9.       CD Equifinance Pvt. Ltd.                                             6,42,000                 2.38%
       10.      Dilip B. Desai                                                       3,16,480                1.17%

11. The ten largest shareholders as on the date of filing of the Letter of Offer with Stock Exchanges are as
    follows:

       Sr.         Name of the Shareholders                                    Number of            Percentage of
       No.                                                                    Equity Shares       shareholding (%)
       1.       IFCI Ltd.                                                          22,00,000                 8.17%
       2.       General Insurance Corporation Ltd.                                 21,62,769                 8.03%
       3.       The New India Assurance Company Ltd.                               19,36,750                 7.19%
       4.       United Indian Insurance Company Ltd.                               18,86,750                 7.01%
       5.       National Insurance Company Ltd.                                    15,86,750                 5.89%
       6.       The Oriental Insurance Company Ltd.                                15,47,512                 5.75%
       7.       Caledonia Investments Plc                                          13,36,068                 4.96%
       8.       Tata Investment Corporation Ltd.                                     6,65,400                2.47%
       9.       CD Equifinance Pvt. Ltd.                                             3,42,341                1.27%
       10.      Dilip B. Desai                                                       3,16,480                1.17%




                                                     13
12. The Company/Promoters/Directors/Lead Merchant Bankers have not entered into buyback or similar
    arrangements for purchase of securities issued by the Company.

13. IDBI Capital Market Services Ltd., Lead Manager to the Issue is holding 1,40,267 Equity Shares of
    the Company amounting to 0.52% of the total Pre-Issue Capital of the Company as on December 31,
    2005. IDBI Capital has not traded in the Equity Shares of the Company after its appointment as the
    Lead Manager to the Issue.

14. The entire price of Rs. 40/- per share is payable on application. Since the shares allotted will be fully
    paid–up at the time of allotment, the Forfeiture Clause of SEBI (DIP) Guidelines will not be
    applicable to the Equity Shares being allotted in terms of this Letter of Offer.

15. The Company has not availed of “bridge loans” to be repaid from the proceeds of the Issue, for
    incurring expenditure on the Objects of the Issue.

16. The present Rights Issue is being made in the ratio of one equity share to every one equity share held
    (i.e. 1:1) and will not lead to creation of fractional entitlement.

17. The total number of shareholders as on the date of filing the Letter of Offer with the stock exchange is
    23,695.

18. At any given time there shall be only one denomination for the shares of the Company and the
    disclosures and accounting norms specified by SEBI from time to time will be complied with.

19. The Company shall not make any further issue of capital whether by way of issue of bonus shares,
    preferential allotment, rights issue or public issue or in any other manner during the period
    commencing from the submission of the Letter of Offer to SEBI for the Rights Issue till the securities
    referred in the Letter of Offer have been listed or application money refunded on account of failure of
    the Issue.

20. The Company does not propose to alter the capital structure by way of split or consolidation of the
    denomination of the shares or the issue of shares on a preferential basis or issue of bonus or rights or
    further public issue of shares or any other securities within a period of six months from the date of
    opening of the present Issue.




                                                     14
                                  VI. PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE

The main object of the offering is:

  1.   To strength Capital Adequacy norm as specified by National Housing Bank
  2.   To meet the Issue expenses

MEANS OF FINANCE

Objects of the Issue
                                                                                   (Rs. In Lacs)
  Particulars                                                                       Amount
  To strength Capital Adequacy norm as specified by National Housing Bank           10690.71
  Issue Expenses                                                                        79.50
  Total                                                                             10770.21

Means of Finance

The above Objects of the Issue are proposed to be financed as follows:
                                                                                 (Rs. In Lacs)
  Particulars                                                                        Amount
  Rights Issue of 2,69,25,533 equity shares of Rs. 10/- each at a price of Rs.      10770.21
  40/- per share
  Total                                                                             10770.21

Capital Adequacy Ratio (CAR)

As per the NHB Housing Finance Company Direction, 2001 dated 27th September 2001, every Housing
Finance Company shall maintain a minimum Capital Adequacy Ratio (CAR) of 12%. The Capital
Adequacy Ratio of GICHFL as on 30th September 2005 is 13.14%. NHB vide their Direction No. NHB-
HFC.DIR.11/CMD/2005 dated October 1, 2005 increased the risk weightage for the standard individual
housing loan assets from 50% to 75%. The CAR as on 31st March 2006 would be below the minimum
stipulated level of 12% unless fresh capital will be infused. In view of the additional business and to
maintain the CAR above the minimum stipulated level of 12%, infusion of fresh capital is required.

Particular of the CAR for last five years is given below:
                                                                                                   (Rs. in lacs)
Year Ended March 31st                 2001         2002           2003             2004              2005
Eligible Tier I Capital                 8267         8350            8771             9583                11194
Eligible Tier II capital                    -            -               -                -                      -
Total Capital                           8267         8350            8771             9583                11194
Total Risk Adjusted Assets             72045        66904           59038            75783                91041
Capital Adequacy Ratio (%)              11.47        12.48           14.85            12.64                12.30

Capital Adequacy Ratio of GICHFL after the issue would be 17.34 %.




                                                    15
Meet the Issue Expenses

The expenses of the Issue include payment of fees for the Lead Manager, other Intermediaries, printing and
other Issue expenses, Legal Fees, advertisements expenses and listing fees payable to the Stock Exchanges
amongst others:

The expenses of the Rights Issue to be incurred by the Company are estimated to be around Rs. 79.50 lacs
as detailed below:

 Particulars                                        Rs. In Lacs      % of total expenses     % of Total Issue Size
 Fees for the Lead Manager                                 25.00                 31.45%                     0.23%
 Fees for the Registrar to the Issue                        1.70                  2.14%                     0.02%
 Fees to Legal Advisor to the Issue                         5.00                  6.29%                     0.05%
 Fees to auditors to the Issue                              0.30                  0.38%                     0.00%
 Additional listing fees for Stock Exchanges                1.00                  1.26%                     0.01%
 SEBI Filing Fees                                           2.50                  3.14%                     0.02%
 Corporate Action Fees                                      1.25                  1.57%                     0.01%
 Statutory Advertisement Expenses                           7.50                  9.43%                     0.07%
 Printing of Offer Documents                                5.25                  6.60%                     0.05%
 Printing of CAF                                            0.25                  0.31%                     0.00%
 Postage Charges                                           18.00                 22.64%                     0.17%
 Printing of Share Certificate                              0.50                  0.63%                     0.00%
 Other Expenses                                             1.25                  1.57%                     0.01%
 Stamp Duty                                                10.00                 12.58%                     0.09%
 Total                                                     79.50                100.00%                     0.74%

Deployment of funds

The funds of Rs. 10770.21 lacs raised by the Company through the proposed Rights Issue will be deployed
as under:

 Particulars                                                       Rs. In Lacs
 Housing Finance Activities                                           10690.71
 Issue Expenses                                                           79.50
 Total                                                                10770.21

BASIC TERMS OF ISSUE

The Equity Shares now being offered are subject to the terms of this Letter of Offer, the CAF, the
Memorandum and Articles of the Company, approvals under the Foreign Direct Investment scheme of
Government of India, FEMA, if applicable, Guidelines issued by SEBI, the Act, the guidelines,
notifications and regulations for the Issue of capital and for the listing of securities issued by the
Government and/or other Statutory Authorities and bodies from time to time and such terms and conditions
as may be incorporated in the Letter of Allotment/Share Certificate or any deed or document executed by
the Company regarding the Rights Issue. The principal terms and conditions of the Issue are as follows:

i. Present Issue: Rights Issue of 2,69,25,533 equity shares of Rs. 10/- each in a ratio of 1:1
ii. Face Value: Each Equity Share shall have a face value of Rs.10/-.
iii. Issue Price: Rs. 40/- per Share. The issue price is 4 times the issue price.




                                                      16
BASIS OF THE ISSUE PRICE

Qualitative Factors

Profit making and dividend paying Company since 1995

Quantitative Factors

1. Earning per Share (EPS)

  Financial Year                                    EPS (Rs.)       Weight used
  2002-03                                                3.67                 1
  2003-04                                                6.17                 2
  2004-05                                                7.60                 3
  Weighted Average                                       6.47

2. Price Earnings Ratio (P/E Ratio)

Price Earning Ratio at EPS for the financial period ended March 31, 2005 based    6.84
on the price of January 16, 2006.

3. Industry P/E

 Highest                               27.2
 Average                               23.3
 Lowest                                 4.3
(Source: Capital Market Vol. XX/22 Jan 02 to Jan. 15, 2006 Segment: Finance - Housing)

4. Return on networth

  Financial Year                                    Return on Net      Weight
                                                     Worth (%)          used
  2002-03                                                   7.54%            1
  2003-04                                                 11.61%             2
  2004-05                                                 14.44%             3
  Weighted Average                                        12.34%

5. Net Asset Value (NAV) per share

As on 30/09/2005 (Rs.)                                                    51.41
After the issue based on 30th September, 2005 results (Rs.)               45.71

6. Minimum Return on Networth after Issue required for maintaining Pre-Issue EPS of Rs. 7.60

        EPS               Minimum Return of Networth after Issue
        7.60                           16.64%




                                                     17
7. Peerset Analysis

There are few companies is in the same line of business as GICHFL. A comparison with some of the
Housing Finance Companies is as follows:
                                                                      (Figures as on March 31, 2005)
   Name of the Company           Income         PAT           Equity       EPS       P/E     Price as on
                                  (Rs. In      (Rs. In        (Rs. In     (Rs.)      (x)     27/12/2005
                                   Lacs)        Lacs)          Lacs)
LIC Housing Finance Ltd.            106870         14370           8499     16.2      10.1         196.45
Dewan Housing Finance Ltd.           16380           2710          5109       5.0      9.6          64.50
GIC Housing Finance Ltd.             12560           1776          2693       7.6      5.6          55.05
Can Fin Homes                        12730           2110          2050     10.0       4.4          52.70
GRUH Finance                          8550           1670          2650       6.0     10.9          86.90
(Source: Capital Market Vol. XX/22 Jan 02 to Jan. 15, 2006 Segment: Finance Housing, Company Data
and BSE)

The Lead Manager believes that the Issue Price of Rs. 40 is justified in view of the above qualitative and
quantitative parameters. See the section titled “Risk Factors” on page v of this Letter of Offer and the
financials of the Company including important profitability and return ratios, as set out in the Auditors
Report on page 62 of this Letter of Offer to have a more informed view. The issue price is 4 times of the
Face Value.




                                                   18
TAX BENEFITS TO THE COMPANY AND ITS SHAREHOLDERS

The Company has received tax benefit certificate from M/s M. P. Chitale & Co., Chartered Accountants
specifying the tax benefits available to the Company and its shareholders under the Direct Tax Laws. The
contents of the same are given below. Unless otherwise specified, sections referred to are sections of the
Income Tax Act, 1961.

To the Company

A. Under the Income Tax Act, 1961

1.   In accordance with and subject to the provisions of Section 112 of the Income Tax Act, 1961, long
     term capital gain accruing to the Company will be subject to tax as stated below instead of normal rate
     of 35% (plus applicable surcharge) applicable to the Company.

     (a) If long term capital gain is computed with indexation @ 20% (plus applicable surcharge)
     (b) If long term capital gain is computed without indexation @ 10% (plus applicable surcharge)

     The Company is eligible to claim exemption in respect of tax on long term capital gains u/s. 54EC and
     54ED if the amount of capital gains is invested in certain specified bonds / securities subject to the
     fulfillment of the conditions specified in those sections.

2.   The Company is not liable to pay long term capital gains tax in respect of shares of the company held
     by then for a period of more than twelve months by virtue of Section 10(38) of the Act, subject to the
     fulfillment of the following conditions:

     (a) The transaction of sale of such equity share is entered into on or after 1 October, 2004.
     (b) The transaction is chargeable to securities transaction tax under Chapter VII of the Finance (No.2)
         Act, 2004.

3.   Short term capital gains arising on transfer of equity shares of a company would be liable to tax at the
     rate of 10% (plus applicable surcharge and education cess) by virtue of Section 111 A if the following
     conditions are satisfied:

     (a) the transaction of sale of such equity share is entered into on or after 1 October, 2004.
     (b) the transaction is chargeable to securities transaction tax under Chapter VII of the Finance (No.2)
         Act, 2004.

4.   Benefits of unabsorbed business/ long term capital losses and allowances

     Company has unabsorbed losses/ allowances under the Act, which can be carried forward for set off
     against the income under the Act of future years as under:

     (i) As per Section 72 of the Act, Company can carry forward the unabsorbed business losses for a
           period of eight assessment years immediately succeeding the assessment year in which the loss
           was first computed.
     (ii) As per Section 32 of the Act, Company can carry forward the unabsorbed depreciation allowance
           of earlier years for an indefinite period to be set off against business income under the Act of
           future years.
     (iii) As per Section 74 of the Act, Company can carry forward the unabsorbed long term capital losses
           for a period of eight assessment years immediately succeeding the assessment year in which the
           loss was first computed to be set off against long term capital gains under the Act of future years.

5.   The Company is entitled to a deduction of 40% of its profits from the business of providing long term
     finance u/s 36(1) (viii) of the Income-tax Act, 1961. The said deduction is subject to the condition that
     the Company is required to create and maintain a special reserve to the extent of the deduction. If the



                                                      19
     aggregate amount carried to such reserve exceeds twice the amount of the paid up share capital and
     general reserves of the Company, the deduction is restricted to such amount only.

6.   Dividend Income received from Domestic Companies is exempt under section 10(34) of the Income-
     tax Act, 1961.

7.   In accordance with and subject to the provisions of Section 10(35) of the Act, the following income
     shall be exempt in the hands of the Company:

     (i) Income received in respect of the units of a Mutual Fund specified under Clause (23D) of Section
           10 of the Act; or
     (ii) Income received in respect of units from the Administrator of the specified undertaking; or
     (iii) Income received in respect of units from the specified company.

Under Wealth Tax Act, 1957

The Company is liable to pay wealth tax as per the provisions of Wealth Tax Act, 1957 at the rate of 1% in
respect of certain assets owned by the Company, subject to the basic exemption of Rs.15 lacs.

To the Resident Members of the Company

B. Under the Income Tax Act, 1961

1.   Dividend Income received from Domestic Companies is exempt under section 10(34) of the Income-
     tax Act, 1961.

2.   The shareholders are not liable to pay long term capital gains tax in respect of shares of the company
     held by then for a period of more than twelve months by virtue of Section 10(38) of the Act, subject to
     the fulfillment of the following conditions:

     (a) The transaction of sale of such equity share is entered into on or after 1 October, 2004.
     (b) The transaction is chargeable to securities transaction tax under Chapter VII of the Finance (No.2)
         Act, 2004.

     Proviso to the section specifies that in case of individual and HUF, where the total income as reduced
     by such short term capital gains is below the maximum amount not chargeable to tax, then such short
     term capital gains shall be reduced by the amount by which the total income as so reduced falls short
     of the maximum amount which is not chargeable to tax and the tax on the balance of such short term
     capital gains shall be computed at the rate of ten percent.

3.   Short term capital gains arising on transfer of the company’s shares would be liable to tax at the rate of
     10% (plus applicable surcharge and education cess) by virtue of Section 111 A if the following
     conditions are satisfied:

     (a) the transaction of sale of such equity share is entered into on or after 1 October, 2004
     (b) the transaction is chargeable to securities transaction tax under Chapter VII of the Finance (No.2)
         Act, 2004.

     Further, the public issue of shares of the Company would also qualify as an eligible issue of capital
     and long term capital gains would qualify for the benefit of Section 54ED of the Act if the capital
     gains are invested in shares of the Company.




                                                      20
Under Wealth Tax Act, 1957

Shares held in Domestic Company are not “asset” under the Wealth-Tax Act 1957, hence not liable to
wealth tax in the hands of the holder of the said shares

To The Non-Resident Members Of The Company

C. Under the Income Tax Act, 1961

1.   Under Section 115E of the Act, where shares in the company are acquired or subscribed for in
     convertible foreign exchange by a Non Resident Indian, capital gains arising to the non-resident Indian
     on transfer of shares held for a period exceeding 12 months, shall, of the Act, be concessionally taxed
     at the rate of 10% (plus applicable surcharge and education cess). (Reference may also be made to the
     provisions of Section 115D of the Act).

2.   Under section 115F of the Income Tax Act, 1961 the Long Term Capital gain as referred to in 1 above
     shall be exempted from income tax entirely / proportionately if he/she invest all or a portion of the net
     consideration in specified assets as defined in section 115C (f) of the Income Tax Act, 1961 within 6
     months of the date of transfer. The amount so exempted shall, however, be chargeable to tax under the
     provisions of section 115F(2) if the specified assets are transferred or converted in to money within
     three years from the date of acquisition thereof as specified in the said section.

3.   Under provisions of Section 115G of the Act, it shall not be necessary for a Non-Resident Indian to
     furnish his return of Income if his only source of income is investment income or long term capital
     gains or both arising out of assets acquired, purchased or subscribed in convertible foreign exchange
     and tax deductible at source has been deducted there from.

4.   As per Section 115-I of the Act, a non-resident Indian (i.e. an individual being a citizen of India or
     person of India origin who is not a “resident”) elects not to be governed by the provision of Chapter
     XII-A of the Income Tax Act, 1961, than his/her total income shall be computed and charged in
     accordance with other provisions of the Act.

5.   By virtue of Section 10(34) of the Act, income earned by way of dividend income from domestic
     company referred to in Section 115-O of the Act, are exempt from tax in the hands of the shareholders.

6.   Where any Double Taxation Avoidance Agreement [DTA] entered into by India with any other
     country provides for a concessional tax rate or exemption in respect of income from the investment in
     the company’s shares, those beneficial provisions shall prevail over the provisions of the Income Tax
     Act, 1961 in that regard.

Under Wealth Tax Act, 1957

Share held in Domestic Company are not “asset” under the Wealth-Tax Act 1957, hence not liable to
wealth tax in the hands of the holder of the said shares

To The Foreign Institutional Investors (FII's)

D. Under the Income Tax Act, 1961

1.   Under Section 115AD (1)(b)(ii) of the Act, Income by way of Short Term Capital Gain arising from
     the transfer of shares held in the Company for a period of less than twelve months will be taxable @
     30% (plus applicable surcharge).
2.   Under Section 115AD (1)(b)(iii) of the Act, Income by way of Long Term Capital Gain arising from
     the transfer of shares held in the Company will be taxable @ 10% (plus applicable surcharge)
3.   Income by way of dividend received on shares of the Company is exempt u/s. 10(34) of the Income
     Tax Act, 1961."



                                                     21
4.   Where any Double Taxation Avoidance Agreement [DTA] entered into by India with any other
     country provides for a concessional tax rate or exemption in respect of income from the investment in
     the company’s shares, those beneficial provisions shall prevail over the provisions of the Income Tax
     Act, 1961 in that regard.

Notes:

  i. All the above benefits are as per the current tax laws as amended by the Finance Act, 2005.
 ii. The current position of tax benefits available to the company and to its shareholders is provided for
     general information purposes only. In view of the individual nature of tax consequences, each investor
     is advised to consult his/ her own tax advisor with respect to specific tax consequences of his /her
     participation in the issue.
iii. The tax benefits listed above are not exhaustive and are based on information explanations and
     representations obtained from the Company and on the basis of our understanding of the business
     activities and operations of the company. While all reasonable care has been taken in the preparation
     of this opinion, M. P. Chitale & Co. accepts no responsibility for any errors or omissions therein or for
     any loss sustained by any person who relies on it.
iv. Unless otherwise specified, sections referred to are sections of the Income Tax Act, 1961 (the Act).



M. P. Chitale & Co
Chartered Accountants


Place: Mumbai
Date: January 25, 2006




                                                     22
                                 VII. ABOUT THE ISSUER COMPANY

INDUSTRY OVERVIEW

Housing is the one of the basic needs for every human being. Housing is an important component and a
measure of socio–economic status of the people. It is regarded as a critical sector in terms of policy
initiatives and interventions. The relevance of housing as a social need is long recognized and has therefore
influenced the policy making at different levels, viz. national, state and local levels. This is reflected in the
efforts of the Government undertaken to improve the housing and habitat conditions by way of financial
allocations in the Five Year Plans and fiscal measures related to housing announced in the Union Budgets.

In India, housing is basically a state level activity though the central government is responsible for the
formulation of a broad policy framework for the housing sector and overseeing the effective
implementation of the same. The importance of the housing sector can be judged by this fact that we
consider house as the best investment and want to invest our hard earned money or saving in house.

Current Scenario

Housing

India’s total population of 102.86 crores as per Census of India, 2001, consists of 19.20 crores households
residing in 18.72 crores housing units. It may be observed therein that the average number of persons per
house in urban area has declined continuously from 6.06 in 1951 to 5.50 in 2001. On the contrary, the
scenario in rural sector has been somewhat fluctuating. The figure was 5.52 in 1951, which increased to
6.03 in 1981, but declined to 5.50 in 2001. Occupancy i.e., the number of persons per house, in both the
urban and rural areas has become almost equal by 2001.

The percentage of pucca houses in urban areas increased from 64.0 percent in 1971 to 74.8 percent in
2001, whereas the percentage of semi-pucca and kutcha houses in the urban areas has declined during this
period. The percentage of pucca houses in rural areas increased from 18.5 percent in 1971 to 35.4 percent
in 2001. In absolute terms the number of pucca houses in rural areas has increased from 33.34 million units
in 1991 to 47.48 million by the year 2001. This implies that use of permanent building materials for the
construction of walls and roofs is becoming more popular in rural areas also.

The tendency to own a house has shown an increasing trend among the urban households. The percentage
of houses owned by the rural households is above 95 percent. A percentage wise tenure status in urban and
rural areas are given below:

 Particulars                       1961          1971          1981               1991              2001
 Urban
 Owned                              46.2          47.1          53.5              65.9               71.5
 Rented                             53.8          52.9          46.5              34.1               28.5
 Rural
 Owned                              93.6          93.8          93.0              94.5               95.4
 Rented                              6.4           6.2           7.0               5.5                4.6
Source: Census of India




                                                         23
Housing Finance

The Housing Finance Companies (HFC) have stepped up their lending over the years contributing to the
growth of the housing sector. Their strength lies in their skills in lending exclusively for housing sector.
The performance of the HFCs in recent years has been overshadowed by the competing banking sector with
aggressive lending abilities, the relatively high cost of funds, higher regulatory capital requirement and
lower degree of penetration in terms of geographical presence and market segments of the HFCs. Till June
30, 2004 there were 45 HFC’s registered with NHB.

The Indian housing finance sector (the sector) is crowded with players of all sizes and nature ranging from
government organisations, insurance companies, banks, housing finance companies and co-operative
organisations like HUDCO and NHB to others. Major players in the Industry are HDFC, LIC Housing
Finance, Dewan Housing, Can Fin Homes, SBI Home Finance and Gujarat Rural Housing.

Though the sector has been witnessing increased competition, there is scope for contribution from all
institutions active in housing finance. Cost of funds notwithstanding, efficient customer servicing is
emerging as the cutting edge in the industry. The sector has witnessed increased awareness among the
borrower community about the industry practices and there are increased expectations about transparency
and information disclosures from the perspective of depositors as well as borrowers. With these
developments, the market is expected to mature further with the businesses becoming more robust and
stable. The housing finance companies have also been resorting to securitisation as a measure to improve
their Liquidity, Capital Adequacy, and better Asset-Liability Management. As a funding source, the HFCs
have availed refinance from NHB, mostly under the Liberalised Refinance Scheme (introduced by NHB
with effect from April 2002) customized to the market demand.

The aggregate housing loans outstanding (comprised of housing loans outstanding of HFCs, Banks, and
Co-operative Sector) as on March 31, 2004 was 153219.12 crores. The graphical break of the same is as
below:


                  90000
                  80000
                  70000
                  60000
   (Rs. Crores)




                                                                      HFCs
                  50000
                                                                      Banks
                  40000
                                                                      Cooperative Sector
                  30000
                  20000
                  10000
                     0
                          2001   2002           2003        2004
                                        Years

Source: Report on Trends and Progress of Housing in India – June 2004




                                                       24
The aggregate outstanding housing loans of HFCs, which were Rs.49,238 crores as on March 31, 2003
increased by 20.1 per cent and stood at Rs.59,111 crores as on March 31, 2004. Term wise housing loans
outstanding of HFCs for 2003-2004 is given below:

                                                                                               (Rs. Crores)
Term of Housing Loans             2002-2003          % of Total            2003-2004          % of Total
Upto 1 year                              2695.31               5.5%              4089.14              6.9%
1 to 3 Years                             4670.82               9.5%              7849.98            13.3%
3 to 5 Years                             4510.48               9.2%              6839.28            11.6%
5 to 7 years                             4620.91               9.4%              4910.42              8.3%
Above 7 years                           32740.45             66.5%              35422.62            59.9%
Total                                   49237.97              100%              59111.44             100%
Source: Report on Trends and Progress of Housing in India – June 2004

Assets Quality of Housing Finance Companies

Out of 45 registered HFCs there were 30 HFCs having asset base of Rs. 10 crores and more as on June 30,
2004. The proportion of gross NPAs to total assets of these companies increased from a level of 2.23% as
at March 31, 2002 to 2.39% as on March 31, 2003, which further increased to 4.45% by March 31, 2004.

Demand in Industry

In response to the high population growth, rapid urbanization and economic growth and changing
sociological patterns, housing demand has been growing explosively in India. According to the Tenth Five
Year Plan (2003-07) the investments required for the housing sector was estimated at Rs. 7,26,300 crores
and it has been estimated that not more than 44% of this would flow from Banks and HFCs.

Strength

Housing being the one of the essential needs of mankind, the demand for shelter grows in line with the
increase in population and the standard of living and hence the need of financing the same. Tax sops
provided by the Government of India under the current Income Tax laws is a step towards upholding the
future prospects of this industry.

Critical Success Factors

Housing Finance industry is facing tough competition from banks and witnessing declining spread (for
HFCs). Hence, the players should have sustainable advantages to remain profitable in the long-term.

a)   Cost of Funds

     Cost of funds is the most crucial determinant of profitability for HFCs in the housing finance business.
     After the entry of banks in this business, which have access to low cost deposits through their banking
     channels, the spread of the HFCs has come under pressure.

b)   Intermediation cost

     Intermediation cost or cost of operation is also critical in determining the profitability, more
     importantly from the point of view of HFCs. The average intermediation cost of HFCs ranges from 0.7
     per cent to 1 per cent of average total assets (one time cost). Banks are also expected to have the
     average operating cost for housing finance operation in similar range.




                                                     25
c)   Management of NPAs

     The average gross NPA of the industry is estimated at around 2-2.5 per cent of outstanding portfolio.
     However, within the industry, the NPA levels vary from less than 1 per cent to 7 per cent. With
     declining spreads, one of the crucial factors determining the profitability of HFCs will be the
     management of NPAs and their recovery. Hence, credit appraisal mechanism and recoveries will
     assume significant importance.

d)   Product features

     Housing Finance industry is being increasingly commoditised. Features like adjustable rate plans,
     lower processing fees, monthly rest, low interest rates, low EMI, lower margin money, have become
     common across the industry. As a result, loan products can be differentiated by offering free add-ons.
     However, in future, add-ons may not remain the differentiating factor for the products.

     To make the loan products more attractive, finance companies have also begin to include the cost of
     registration, stamp duty, society charges and other associated costs while sanctioning loans. This has
     further lowered the threshold limit for purchasing a house.

e)   Distribution reach

     Distribution reach is critical for HFCs for deposit mobilization as well as loan disbursements. Banks
     enjoy a distinct advantage over the Housing Finance Companies in terms of having a branch presence
     across the country.

Threat in the Industry

Market dynamics play a pivotal role in determining the lending rates. The entry of banks into the housing
finance sector has posed a serious threat to already existent players in the field. Key issues affecting the
Profitability of HFCs in the long term, the profitability of the housing finance industry will depend on the
certain issues such as:

a)   Declining Spreads

     The spreads in the business have declined significantly after the aggressive entry of banks in direct
     lending. Banks have the advantage of lower cost of funds due to access to retail deposits. As a result,
     they have been aggressively cutting the interest rates on housing loans. Apart from lower interest rates
     banks offer lower or no processing fees (processing fees accounts for a large portion of administration
     cost of HFCs), monthly or daily rest loans and lower pre-payment charges, which affects the yields of
     the housing finance industry.

     In the medium term, the pressure on housing finance spread is expected to increase as banks are
     expected to compete on interest rates with the HFCs for increasing their market share.

b)   Pre-payment

     Pre-payment is undertaken largely on the higher yield loans when the interest rates are on a downward
     trend, due to refinancing of the outstanding loan amount by another HFC/Bank. This erodes the
     portfolio of the HFCs. Pre-payment results into a lower than expected profitability for a Housing
     Finance Company. Pre-payment penalty is largely applicable on the fixed rate loans while, adjustable
     rate loans have zero pre-payment charge.




                                                     26
Industry Outlook

Demand for housing loan, particularly for big ticket ones, is likely to go up. The home loan rates, though
they inched up 0.50%-0.75% since last year, are still ruling lower than what they were five years ago.
Property prices, meanwhile, have climbed up resulting in a decline in rental income return to 5-6% per
annum at present. However, capital appreciation at 10-15% per annum still looks strong on the back of a
buoyant market.

The home loans market grew more than 30 per cent in the Financial Year ended 2005 and expected to
maintain the current growth rate in the next few years. The growth in the housing sector will be aided by an
increase in jobs in service sectors such as information technology and banking. The service sector is
growing and people in this sector are investing in houses. Cities such as Bangalore, Hyderabad, Gurgaon,
Noida and Pune will see higher growth, apart from the metros.

The home loan boom, which began three years ago, is likely get a further boost through Budget proposals.
The thrust on infrastructure is another positive that will indirectly help housing loans. Another added
attraction has been the reduction of stamp duty rates by several States.

Relaxing the norms for Foreign Direct Investment in real estate will also help the housing sector. The
Foreign Direct Investment in real estate sector is 100% through Automatic Route. This will provide easy
entry for foreign developers and will lead to an increased supply of residential and commercial
establishments. In future, the ability to foreclose defaulting mortgage assets will become a key competency
for profitability in Housing Finance markets. HFCs and banks are increasingly looking at smaller towns for
growth. The average loan size in these towns tends to be lower and yields marginally higher due to low
competition. However, the cost of foreclosure (attaching the defaulters house property and recovering
through sale) in these centres may be high. As a result, credit management (appraisal, checking and
recovery) skills will be of critical importance in future.




                                                    27
BUSINESS OVERVIEW

GIC Housing Finance Limited was incorporated as 'GIC Grih Vitta Limited' on 12th December 1989. The
Company was issued the Certificate for Commencement of business dated 12th January 1990. The name
has been changed to its present name vide fresh Certificate of Incorporation issued on 16th November
1993. The Company was formed with the objective of entering in the field of direct lending to individuals
and other corporates to accelerate the housing activities in India. The primary business of GICHFL is
granting housing loans to individuals and to persons/entities engaged in construction of houses/flats for
residential purposes.

The Company was promoted by General Insurance Corporation of India and its erstwhile subsidiaries
namely, National Insurance Company Limited, The New India Assurance Company Limited, The Oriental
Insurance Company Limited and United India Insurance Company Limited together with erstwhile UTI,
ICICI, IFCI, HDFC and SBI, all of them contributing to the initial share capital. HDFC, SBI, ICICI and
SUUTI have since sold off their holding in the Company and have ceased to be the Promoters of the
Company.

GIC Housing Finance Limited is in the business of providing housing finance to individuals and those into
construction business. GICHFL offers the following products to its customers:

Own Your Home Scheme:

This scheme is suited to individual home loan borrowers, aiming to own a house. The Company offers a
bouquet of options to the borrower in terms of tenure, rate of interest and value added services.

Home loan to NRI:

This product caters to the needs of NRIs who want to purchase their own home in India. Generally these
transactions prove to be very fruitful to the Company because of the creditworthiness of the NRI as well as
the high value of the transaction.

Tailor made products:

The Company has designed tailor made products to suit individual needs and specifications depending on
various criteria.

Marketing And Selling Arrangements

GICHFL has set-up 23 branch/satellite offices covering major cities and towns for soliciting business. It
has got a strong marketing team, which is further assisted by Direct Selling Agents (DSAs). The Company
also caters to walk-in customers among others. It has direct tie-ups with builders to provide finance to
individual borrowers. Besides this, the Company is active in advertising and marketing arrangements
through property exhibitions and housing loan melas organized from time to time.

Loans Profile

Loans Sanctioned and Disbursement

The company has cumulatively approved loans of Rs. 2781 crores comprising 76411 units upto March 31,
2005. Cumulative disbursement till March 31, 2005 stands at Rs. 2427 crores. Loans sanctioned and
disbursed during the last 4 years and till the half year ended September 30, 2005 is given below:
                                                                                                      (Rs. lacs)
                                                                                      Till half year ended
Particulars                2002          2003             2004         2005
                                                                                      September 30, 2005
Loans Sanctioned            25743           33285           55076        80461                          20131
Loans Disbursed             22519           29559           44881        65923                          23519



                                                      28
Loans Outstanding

Total amount of housing finance outstanding as on September 30, 2005 is Rs. 171149 lacs. Out of the total
outstanding on September 30, 2005, 98.34% is granted to individuals and 1.41% is outstanding for
corporate clients. A clients wise breakup of the loans outstanding at the Financial Year ended 2002, 2003,
2004, 2005 and as on September 30, 2005 is given below:
                                                                                                  (Rs. lacs)
                                                                                     Half year ended
Particulars                2002         2003           2004           2005
                                                                                    September 30, 2005
Individuals                 64769         79604         106624         154542                 168303
Corporates                   5254          4494            3644          2776                   2415
Others                        815           660              631           500                   430
Total                       70838         84758         110899         157819                 171149

Business Strategy

To be a prominent Corporate Citizen in promoting housing activities through customer friendly finance
schemes with in a service oriented atmosphere. To consolidate and grow in a competitive environment
reflecting the ethical standard of a good corporate citizen.




                                                    29
DETAILS OF THE PROPERTIES OF THE COMPANY

Details of Properties on Lease and Leave and Licences:

Sr.   Property Address          Lessor Name        Property Used   Sq. ft.    Monthly Rent   Lease      Instrument
No.                                                as                                        Period
 1.   3rd Floor, Universal      The Saregama       Corporate Off. 3500 Sq.    Rs.1,61,000    10 years   Indenture of
      Insurance Building,       India Ltd.                        Ft.                                   Sub - Lease
      Fort, Mumbai - 400 001.
 2.   United India Insurance    United India       Hyderabad       817.50     Rs.11,105      3 years    Lease Deed
      Building, no.3-5-         Insurance                          Sq. Ft.
      817/818, Basheerbagh,     Company
      Hyderabad.                Limited.
 3.   Vandana Bldg.,            Santosh Sethi      New Delhi       1027 Sq.   Rs.35,945      3 year     Lease Deed
      7th Floor, Cannaught                                         Ft.        20% increase
      Place, Tolstoy Marg,                                                    after 3 year
      New Delhi - 110 001

      Vandana Bldg.,            R.P.Sethi                          473 Sq.    Rs.26,005      3 year     Lease Deed
      9th Floor, Cannaught                                         Ft.
      Place, Tolstoy Marg,
      New Delhi - 110 001
 4.   Leo Shopping              Leo Shopping       Bangalore       2280       Rs. 36,480     5 years    Lease Deed
      Complex,                  Complex,                           Sq. Ft.
      44-45, Residency Road,
      Bangalore.
 5.   1st Floor, Manchu         K.V.P. Krishna     Kochin          1000 Sq.   Rs. 10,890     3 years    Lease
      Towers, T.D. Road,        Kumar                              Ft.                                  Agreement
      Kochi – 11.               K.V.P.
                                Damodaran
                                Jayshree
                                Ajithkumar
 6.   1, Ascon Residency        Shree G            Trichy          725 Sq.    Rs. 8,500      3 years    Lease Deed
      Aprt, Ground Floor,       Manikandan                         Ft.
      Shastri Road
      Trichy
 7.   S.S.Kovli Road,           P.T.C. Towers      Trivandrum      980 Sq.    Rs. 9,878      3 years    Lease
      Thampanoor,                                                  Ft.                                  Agreement
      Thiruvanathapuram -
      695 001.
 8.   Orient Chambers, CTS      Mrs. N. A.         Chinchwad       718 Sq.    Rs. 10,000     27         Leave &
      No.5753, Mumbai -         Samjani                            Ft.                       months     Licence
      Pune Road, opp. KSB
      Pumps Ltd., Pimpari,
      Pune - 411 018.
                                A.J. Samhani                       308 Sq.    Rs. 5,000      27         Leave &
                                                                   Ft.                       months     Licence
 9.   Shop no.40, Ground        Mr. Fateh Singh    i) New          572 Sq.    Rs. 5,280      3 years    Leave &
      floor, Kukreja Plaza,     Jauhal & Mrs.      Mumbai          Ft.                                  Licence
      Plot no.46, 47 & 55,      Narinderjit Kaul   (Vashi
      Sector - 11, C.B.D.,      Jauhal             Godown)
      Belapur, Navi Mumbai.
                                Shri Rajaram M.                               Rs. 4,800      3 years    Leave &
      Shop no.45, Ground        Ghatvisave         New Mumbai      601                                  Licence
      Floor,Kukreja Plaza,                         Godown          Sq.Ft.
      Plot no.46,47 & 55,



                                                   30
Sr.   Property Address            Lessor Name       Property Used   Sq. ft.    Monthly Rent    Lease      Instrument
No.                                                 as                                         Period
      Sector - 11, CBD,
      Belapur, Navi Mumbai.
                                  Wel Fare          ii) New
      604, Arjena Corner,         Finelease Pvt.    Mumbai          1580       Rs.70,000       33         Leave &
      Plot no 71, Sec-17,         Ltd.              (Office)        Carpet                     months     Licence
      Vashi – Navi Mumbai                                           Sq. Ft.
      400 705
10.   Satya Ashish,               Mr. C. R. Zende   Thane           350        Rs. 4,350       33         Leave &
      1st Floor,                  & Mr. S.D.                        Sq. Ft.                    months     Licence
      Opp Sopan society,          Kand
      Ram Maruti Rd.
      Panchpakhadi,
      Thane - 400 602.

      Satya Ashish,               A.M. Koshti                       1050 Sq.   Rs. 22,000      33         Leave &
      Falat no. 301, 3rd Floor,   M.E. Koshti                       Ft.                        months     Licence
      Opp Sopan Society,
      Ram Maruti Rd.
      Panchpakhadi,
      Thane - 400 602.
11.   SCO – 69,                   M/s. Chawla       Chandigarh      480 Sq.    Rs. 29,000      4 years    Lease Deed
      Sector 20/C,                Promoters &                       Ft.        15% Increase
      Chandigarh.                 Developers                                   after 4 years
12.   No.216 & 217, Peters        Ramaniyam         Chennai         2442 Sq.   Rs. 47,160      10 years   Lease
      Road, Royal Pettah,         Real Estates                      Ft.                                   Agreement
      Chennai - 600 014.          Ltd.
13.   Shop no.D in ground         R. M.             Madurai         501.62     Rs. 10,000      10 years   Lease
      floor of K.R.V.Arcade,      Venkatachalam                     Sq. Ft.    20% Increase               Agreement
      A.R. Plaza.                 & V. Sivagamy                                after 3 years

      Shop no. C in ground        Mrs. P.V.                         437        Rs. 7,429       10 years
      floor of K.R.V.Arcade,      Vaishnavi                         Sq. Ft.    15% increase
      A.R. Plaza.                                                              after 3 years
14.   1044 Cross Road, Cut        Mr.               Coimbatore      400        Rs. 2,000
      Road, Gandhipuram,          Govindrajulu                      Sq.Ft.
      Coimbatore
15.   Radha Krishna Bhuvan,       R.C.Sharma        Lucknow         1950 Sq.   Rs. 18,000      11         Memorandu
      Park Road                                                     Ft.                        months     m of Lease
      Lucknow.
16.   GIC Housing Finance         Smt. Kamala       Kolkota         910 Sq.    Rs. 4,600       3 years    Lease Deed
      "Shantiniketan", 8, 2nd     Singhvi                           Ft.
      Floor, Room no.4,
      Camac Street, Calcutta-     Shri Mahaveer                     910 Sq.    Rs. 4,600       3 years
      700017.                     Mall Singhvi                      Ft.
17.   Vishal Chambers,            Smt. Sunita       Noida           720 Sq.    Rs. 14,400      6 years    Lease Deed
      B-104, 1st Floor,           Nijhvan                           Ft.
      Plot no. P-1, Sector- 18,   Brig.V.K.                                    Rs. 14,400
      Noida. U. P.                Nijhvan

      Vishal Chambers,            Mrs. Raj Sidhu    Noida           536 Sq.    Rs. 10,000/-    5 years    Lease Deed
      Premises No. 105,                                             Ft.
      First Floor, Plot
      Bearing no. P-1,
      Sector –18, Noida



                                                    31
Sr.   Property Address            Lessor Name       Property Used    Sq. ft.    Monthly Rent    Lease     Instrument
No.                                                 as                                          Period
18.   No.138, First Floor,        Shri.             Jaipur           1115       Rs. 20,000      6 years   Lease Deed
      Ganpati Plaza,              Bachhuram                          (super     !5% Increase
      Jaipur                      Chippa &                           Area)      after 3 years
                                  Shri.                              858
                                  Kunjbihari                         (built
                                                                     Area)
19.   11, Janpath,                Hari Om Goyal     Bhubneshwar      600 Sq.    Rs. 6,000       6 years   Lease Deed
      Satyanagar,                                                    Ft.
      Bhubneshwar
      751 007
20.   S-2, Darius Residency,      Roes Ahmed        Panaji           -          Rs. 4,000       3 years   Lease Deed
      Mizorama                    Khan
      Panji

Details Of Owned Properties

Name of the Service Centre             Property Address
Owned Property: Office
Vizag:                                 306, 307, III floor, Sai Shopping Centre, 47-14-1, Dwarka Nagar,
                                       Vishakhapattanam 695 001.
Panaji:                                B-202, 2nd Floor, Akash Byavan, 18th June Road, Panaji-403 001.
Pune:                                  Neelkanth, C.T.SNO. 1018, F.P. NO. 370, Deep Banglow chowk,
                                       Model colony, Shivajinagar, Bhamburda, Pune 411 016
Residential Property
Occupied by: Joseph Sudhakar           Flat no.301, 3rd floor, Norita, Hiranandani gardens,
(Area in Charge)                       Powai, Mumbai-400076
                                       Tel-55715254
Occupied by: K. Diwakar                Flat no.3, Ground Floor, Homedale Apartment, No.36 Dhanraj
(Group Head)                           Heerachand Cross Road, Division no.75, Cox Town Bangalore 560 005
Occupied by: K. Jagdish                Flat no.304, 3rd floor, Norita, Hiranandani gardens
(Executive)                            Powai, Mumbai-400076
                                       Tel no.56941794
Occupied by: Lalith Kumar              A-2 408 Lok Gaurav Co-operative Hsg. Society
(Sr. Executive)                        4th floor, Vikroli (West), Mumbai – 400083
                                       Tel no (R) 25790255
Occupied by: Ramesh More               A-2 408 Lok Gaurav Co-operative Hsg. Society
(Executive)                            4th floor, Vikroli (west), Mumbai – 400083
                                       Tel no (R) 25790255
Occupied by: Shri Rajib De             B-10, 2nd floor, The Sagar Darshan Co-Op Hsg society ltd
(Vice President)                       106,Kakad Estate, Dr. R. G. Thadani Marg, Mumbai - 400 018
Occupied by: Shri S. K. Mahishi        B 201 2nd floor, Silver oak co-operative hsg society,
(Asst. Vice President)                 Hiranandani gardens, Powai, Mumbai-400076

Occupied by: Shri Shridharan           203, A & B Lake Castle, Building Society
(Company Secretary & Asst. Vice        Hiranandani Gardens, Powai, Mumbai-400076
President)
Vacant                                 A-2/306 3rd floor, Lok Gaurav Co-op housing Society
                                       Vikroli (West), Mumbai-400 083




                                                    32
DEBT PROFILE OF THE COMPANY

I. The Company has taken long-term secured loans from the following Banks:

 Sr.                 Name of the Bank                Amount of loan Date of loan             Term of loan
 No.                                                  (Rs. in crores)    agreement            (in months)
 1.    Union Bank of India-I                                      100         11-3-04                     108
       The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
       11th March, 2004.
  2.   State Bank of Hyderabad-I                                   50       01-03-04                        84
       The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
       1st March, 2004.

       An irrevocable power of attorney has been executed in the favor of the bank, authorizing it to recover money
       directly from the borrowers of the Company and to issue notices or recall the money due and to file suits in
       the name of the Company.

       An irrevocable power of attorney has been executed in the favor of the banks, authorizing it to create/execute
       or mortgage or charge in its favor in the event the bank comes to the conclusion that its security is prejudiced
       on account of breach by the Company.

       Negative Covenants:
         i) The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said
              charged properties and assets without previous written consent of the Bank.
         ii) The Company shall carry out, whenever called upon by the Bank, such further alterations and
              additions in the MOA and AOA as may be deemed in the option of the Bank to safeguard its interest.
         iii) Unless the Bank agrees the Company shall not:
              a) transfer or otherwise dispose off its undertaking or any of its capital or fixed assets;
              b) undertake or permit any merger, consolidation, scheme of arrangement or compromise with its
                   creditors or shareholders;
              c) give any corporate or financial guarantee.
  3.   Lord Krishna Bank                                          20        17-03-04                        72
       The amount of loan has been secured by hypothecation of book debts and receivables vide a hypothecation
       agreement dated 17th March, 2004

       Negative Covenants:
       The Company covenants vide this loan agreement to issue a certificate that the loan has been used for
       priority sector financing as per RBI guidelines.
  4.   Vijaya Bank                                                 50         17-7-03                        72
       The amount of loan has been secured by hypothecation of supply bills and book debts vide a hypothecation
       agreement dated 17th July, 2003.

       Negative Covenants:
       The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said charged
       properties and assets without previous written consent of the Bank.
  5.   Vijaya Bank-II                                                  50       6-1-04                        72
       The amount of loan has been secured by hypothecation of supply bills and book debts vide a hypothecation
       agreement dated 6th January, 2004

       Negative Covenants:
       The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said charged
       properties and assets without previous written consent of the Bank.




                                                    33
Sr.                Name of the Bank                 Amount of loan Date of loan             Term of loan
No.                                                  (Rs. in crores)    agreement            (in months)
6.    Andhra Bank                                                 50       11-09-01                        84
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      11th September, 2001

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      An irrevocable power of attorney has been executed in the favour of the bank, which states that in the event
      of default by the Company, the Bank shall have a pari-passu mortgage/charge over the movable and
      immovable properties of the Company.

      Negative Covenants:
        i) The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said
             charged properties and assets without previous written consent of the Bank.
        ii) Unless the Bank agrees the Company shall not:
             a) transfer or otherwise dispose off its undertaking or any of its capital or fixed assets;
             b) undertake or permit any merger, consolidation, scheme of arrangement or compromise with its
                 creditors or shareholders;
             c) amend MOA and AOA or alter the capital structure except as specified in the loan agreement.

      No objection certificate for the proposed Rights Issue has been given by the bank vide their letter dated
      January 30, 2006.

7.    Kalyan Janata Sahakari Bank Ltd                           3.80       22-03-01                        84
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      22nd March, 2001

      An irrevocable power of attorney has been executed in the favor of the bank, authorizing it to recover money
      directly from the borrowers of the Company and to issue notices or recall the money due and to file suits in
      the name of the Company.

      Negative Covenants:
      The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said charged
      properties and assets without previous written consent of the Bank.
8.    Oriental Bank of Commerce                                      100      13-8-03                        72
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      13th August, 2003

      Negative Covenants:
      i) The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said
           charged properties and assets without previous written consent of the Bank.
      ii) The Company shall not change its constitution more particularly in Promoters, directors or in the core
           management team or any merger, requisition, amalgamation without the prior written permission of the
           Bank.
      iii) The Company shall not undertake any new project, any further expansion without the prior written
           permission of the Bank.




                                                 34
Sr.                 Name of the Bank                Amount of loan Date of loan             Term of loan
No.                                                  (Rs. in crores)    agreement            (in months)
9.    Oriental Bank of Commerce-II                                50         10-2-04                       72
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      10th February, 2004

      Negative Covenants:
      i) The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said
           charged properties and assets without previous written consent of the Bank.
      ii) The Company shall not change its constitution more particularly in Promoters, directors or in the core
           management team or any merger, requisition, amalgamation without the prior written permission of the
           Bank.
      iii) The Company shall not undertake any new project, any further expansion without the prior written permission
           of the Bank.
10.   State Bank of Indore                                              50        11-9-03                            84
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      11th September, 2003.

      Negative Covenants:
      N.A.
11.   New India Co-op Bank Ltd                                 13        24-2-03                       84
      The amount of loan has been secured by hypothecation of book debts, housing loan receivables vide a
      hypothecation agreement dated 24th February, 2003.

      Negative Covenants:
      The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said charged
      properties and assets without previous written consent of the Bank.
12.   Bank of Punjab Ltd-III                                              30   26-9-03                       84
      The amount of loan has been secured by hypothecation of book debts and receivables vide a hypothecation
      agreement dated 26th September, 2003.

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company

      Negative Covenants:
      The Company shall not release or compound any of the above-hypothecated debts without the prior consent
      in writing of the bank and shall not do anything whereby the recovery thereof may be delayed, imbedded or
      become time barred.




                                                   35
Sr.                 Name of the Bank                Amount of loan Date of loan            Term of loan
No.                                                 (Rs. in crores)    agreement            (in months)
13.   Punjab National Bank-I                                     50         4-12-00                      120
      The amount of loan has been secured by hypothecation of book debts and receivables vide a hypothecation
      agreement dated 4th December, 2000

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to
      create/execute or mortgage or charge in its favour in the event the bank comes to the conclusion that its
      security is prejudiced on account of breach by the Company.

      Negative Covenants:
      In the event of any other financial institutions such as GIC, NIC, NIA, OICL, UTI, any scheduled
      commercial bank and any other participating bank or institution assisting the project imposes any restrictive
      condition on the Company, such of those conditions as may be considered appropriate by the Bank shall be
      deemed to apply to the Company.
14.   Punjab National Bank-II                                       100           3-7-03                         84
      The amount of loan has been secured by hypothecation of book debts and receivables vide a hypothecation
      agreement dated 3rd July, 2003

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to
      create/execute or mortgage or charge in its favour in the event the bank comes to the conclusion that its
      security is prejudiced on account of breach by the Company.

      Negative Covenants:
      In the event of any other financial institutions such as GIC, NIC, NIA, OICL, UTI, any scheduled commercial bank
      and any other participating bank or institution assisting the project imposes any restrictive condition on the
      Company, such of those conditions as may be considered appropriate by the Bank shall be deemed to apply to the
      Company.
15.   Bank of India – III                                                  50        27-9-99                        84
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      27th September, 1999

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      Negative Covenants:
        i) The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above
             charged properties and assets without previous written consent of the Bank.
        ii) The Company shall not release or compound any of the above hypothecated debts without the prior
             consent in writing of the bank and shall not do anything whereby the recovery thereof may be
             delayed, imbedded or become time barred.




                                                   36
Sr.                 Name of the Bank                Amount of loan Date of loan             Term of loan
No.                                                  (Rs. in crores)    agreement            (in months)
16.   Bank of India –IV                                           50       28-12-01                        84
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      28th December, 2001

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      Negative Covenants:
         i) The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said
              charged properties and assets without previous written consent of the Bank.
         ii) The Company shall not release or compound any of the above hypothecated debts without the prior consent
              in writing of the bank and shall not do anything whereby the recovery thereof may be delayed, imbedded or
              become time barred.
17.   Bank of India –V                                                   50          30-7-03                        96
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      30th July, 2003

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      Negative Covenants:
         i) The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said
             charged properties and assets without previous written consent of the Bank.
         ii) The Company shall not release or compound any of the above-hypothecated debts without the prior
             consent in writing of the bank and shall not do anything whereby the recovery thereof may be
             delayed imbedded or become time barred.
18.   Corporation Bank                                              150         26-9-05                     96
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      26th September, 2005

      Negative Covenants:
         i) The Company shall not without the written consent of the Bank and or IDBI, NABARD, SIDBI,
              create in any manner any charge, lien or other encumbrances on the security given to the Bank in
              respect of such advance or cerate an interest in such security in favour of any other party or person.
         ii) The Bank shall be entitled to change or alter the rate of interest chargeable to the Company on the
              balance outstanding in the term loan either due to variation in IDBI, NABARD, SIDBI refinance
              rates or banks lending rated in conformity with the directives of RBI or otherwise.
19.   Syndicate Bank-III                                              100         17-11-05                        120
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      17th November, 2005

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      Negative Covenants:
        i) The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said
             charged properties and assets without previous written consent of the Bank.
        ii) The Company shall not release or compound any of the above hypothecated debts without the prior
             consent in writing of the bank and shall not do anything whereby the recovery thereof may be
             delayed imbedded or become time barred.



                                                   37
Sr.                Name of the Bank                 Amount of loan Date of loan             Term of loan
No.                                                  (Rs. in crores)    agreement            (in months)
20.   Andhra Bank - III                                          150         28-6-05                       84
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      28th June, 2005

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      Negative Covenants:
      The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said charged
      properties and assets without previous written consent of the Bank.
21.   Andhra Bank –II                                                 50     10-11-04                        84
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      10th November, 2004

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      Negative Covenants:
      The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said charged
      properties and assets without previous written consent of the Bank.
22.   State Bank of Hyderabad –II                                    100     10-11-04                        84
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      10th November, 2004

      Negative Covenants:
      The Company shall not release or compound any of the above hypothecated debts without the prior consent in
      writing of the bank and shall not do anything whereby the recovery thereof may be delayed, imbedded or become
      time barred.
23.   Bank of India - VI                                              100        07-02-05                        96
      The amount of loan has been secured by hypothecation of plant and machinery, stock and book debts vide a
      hypothecation agreement dated 7th February, 2005

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      Negative Covenants:
      The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said charged
      properties and assets without previous written consent of the Bank.
24.   Syndicate Bank-II                                              100      24-9-04                       120
      The amount of loan has been secured by hypothecation of book debts and receivables vide a hypothecation
      agreement dated 24th September, 2004

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company

      Negative Covenants:
      The Company shall not sell, transfer, mortgage, charge, pledge, hypothecate any of the above said charged
      properties and assets without previous written consent of the Bank.




                                                  38
Sr.                Name of the Bank                 Amount of loan Date of loan             Term of loan
No.                                                  (Rs. in crores)    agreement            (in months)
25.   State Bank of Mysore                                        50       29-06-04                        84
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      29th June 2004.

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      Negative Covenants:
          i) The Company shall not release or compound any of the above hypothecated debts without the prior
              consent in writing of the bank and shall not do anything whereby the recovery thereof may be
              delayed imbedded or become time barred.
          ii) The Company shall not during the subsistence of the liability of the Company to the Bank under or
              in respect of any other credit facilities without the written consent of the Bank effect any scheme of
              amalgamation or reconstitution.
26    Union Bank of India -II                                          100        01-09-04                      108
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      1st September, 2004

      Negative Covenants:
      The Company shall not without the prior written permission of the Bank:
         i) transfer or otherwise dispose of its undertaking or any of its capital or fixed assets or except in the
             ordinary course of business part with any of its other assets including machinery stores and
             machinery spares both present and future;
         ii) undertake or permit any merger, consolidation, reorganization scheme of arrangement or
             compromise with its creditors/shareholders.
27    Canara Bank                                                  100        17-08-05                           72
      The amount of loan has been secured by hypothecation of book debts and housing loan receivables vide a
      hypothecation agreement dated 17th August, 2005

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      An irrevocable power of attorney is executed in the favour of the banks, authorizing it to create/execute or
      mortgage or charge in its favour in the event the bank comes to the conclusion that its security is prejudiced
      on account of breach by the Company.

      Negative Covenants:
      The Company shall carry out, whenever called upon by the Bank, such further alterations and additions in
      the MOA and AOA as may be deemed in the option of the Bank to safeguard its interest.
28    Bank of Maharashtra                                         50       07-06-04                        72
      The amount of loan has been secured by hypothecation of book debts vide a hypothecation agreement dated
      7th June, 2004

      An irrevocable power of attorney has been executed in the favour of the bank, authorizing it to recover
      money directly from the borrowers of the Company and to issue notices or recall the money due and to file
      suits in the name of the Company.

      Negative Covenants:
      The Company shall not release or compound any of the above hypothecated debts without the prior consent
      in writing of the bank and shall not do anything whereby the recovery thereof may be delayed imbedded or
      become time barred.



                                                  39
II.   The Company has taken unsecured loans from the following Banks:

 Sr.              Name of the Bank                 Amount of          Date of Loan         Term of Loan
 No.                                                 Loan              Agreement
 1.     Karnataka Bank Ltd                            50 crores             05-08-05               180 days
 2.     Andhra Bank                                   75 crores             22-12-05                90 days

Competition

The competition in the housing finance sector has increased tremendously with many players (mainly
banks) entering into the market in the recent years. Commercial Banks have entered the housing finance
sector in a big way, attracted as they are backed by the mortgage-based security, and helped by their access
to large funds at a relatively low-cost. Also housing finance is now classified as priority sector lending for
banks and therefore more banks are entering this field.

Competition has propelled the players to engage in price wars. Aggressive rate cuts were employed by the
players to attract consumers. Housing loan rates have inched by 0.50 to 0.75% in the last one-year. The
benchmark 10-year government securities (G-sec) rate itself increased by around 0.50% from January 1
2005. In the scenario where the interest rates are going up HFCs will find pressure on their interest
margins.

Other reason that resulted in keeping the interest rate on housing loans under check is the fact that there is
enough liquidity in the system. Banks are flush with funds but have limited deployment avenues. Since the
housing finance segment is showing good growth rates, banks are diverting funds in this sector making the
competition stiffer.

Dividend Policy

Dividends may be declared at the Annual General Meeting of the Shareholders based on a
recommendation by the Board of Directors. The Board of Directors may recommend dividends, at its
discretion, to be paid to the members. Generally the factors that may be considered by the Board, but not
limited to, before making any recommendations for the dividend include future expansion plans and
capital requirements, profits earned during the financial year, cost of raising funds from alternate sources,
liquidity, applicable taxes including tax on dividend, as well as exemptions under tax laws available to
various categories of investors from time to time and money market conditions.




                                                      40
KEY INDUSTRY REGULATIONS

1.   National Housing Bank Act, 1987

     The National Housing Bank (NHB) having considered it necessary in public interest had issued
     Housing Finance Companies (NHB) Directions 1989, to every housing finance company in exercise of
     the powers conferred on it under the NHB Act 1987.

     NHB Act 1987 has been amended further by the National Housing Bank (Amendment) Act, 2000 (15
     of 2000) further to enable the NHB to safeguard the interest of depositors and promote healthy and
     universal growth of Housing Finance Companies in the country. The NHB have in exercise of powers
     conferred under sections 30, 30A, 31 and 33 of the National Housing Bank Act 1987 issued the
     Housing Finance Companies (NHB) Directions, 2001


2.   Non-Banking Financial Companies               and     Miscellaneous      Non-Banking       Companies
     (Advertisement) Rules, 1977

     Every housing finance company soliciting public deposits shall comply with the provisions of the
     above said Rules. No housing finance company shall accept or renew any public deposit except on a
     written application from the depositors in the from to be supplied by the housing finance company,
     which form shall contain all the particulars specified in the above said Rules made under Section 58A
     of the Companies Act, 1956 and also contain the particulars of the specific category of the depositors.




                                                    41
                      VIII. HISTORY AND CORPORATE STRUCTURE OF THE COMPANY

History of the Company

GIC Housing Finance Limited was incorporated as 'GIC Grih Vitta Limited' on 12th December 1989. The
Company was issued the certificate for commencement of business dated 12th January 1990. The name is
changed to its present name vide fresh Certificate of Incorporation issued on 16th November 1993. The
Company was formed with the objective of entering in the field of direct lending to individuals and other
corporates to accelerate the housing activities in India. The primary business of GICHFL is granting
housing loans to individuals and to persons/entities engaged in construction of houses/flats for residential
purposes.

The Company was promoted by General Insurance Corporation of India and its erstwhile subsidiaries
namely, National Insurance Company Ltd., The New India Assurance Company Ltd, The Oriental
Insurance Company Ltd. and United India Insurance Company Limited together with erstwhile UTI, ICICI,
IFCI, HDFC and SBI, all of them contributing to the initial share capital. HDFC, SBI, ICICI and SUUTI
have since sold off their holding in the Company and have ceased to be the Promoters of the Company.

Major Events in the Company's history

  Year                                                        Event
  1989      Company was incorporated with the name "GIC Grih Vitta Limited".
 1989-91    The Company started its operations from 8 locations.
 1991-92    The Company launched Employee and Builder Scheme Housing Scheme.
 1992-93    Company's name changed to "GIC Housing Finance Limited". Apna Ghar Yojana was introduced by the
            Company.
 1993-94    The Company made a rights issue of 1:1; the capital crossed the Rs. 10 crores mark.
 1994-95    The authorized share capital was increased to Rs. 150 crores; maiden Initial Public Offer (IPO) by the
            Company. New service centres were started in Navi Mumbai, Vizag and Coimbatore.
 1996-97    The Company started the process of branch interlinking and computerization.
 2003-04    The Company has crossed Rs. 500 crores business in individual housing loan and the total portfolio has
            crossed Rs. 1000 crores.
 2004-05    Rights Issue of 89,75,561 Equity Shares at Rs. 16 in the ratio of 1 equity share for every 2 shares held

Main Objects of the Company:

The main objects of the Company as set out in its Memorandum and Articles of Association inter-alia are:

To carry on the business of providing long-term finance to any person or persons, company or corporation,
society or association enabling borrower to construct or purchase in India a house or flat for residential
purposes, upon such security and such terms and conditions as the Company may deem fit and also provide
long-term finance to persons engaged in the business of construction of houses in India or flats in India for
residential purposes to be sold by them by way of hire purchase or on deferred payment or other similar
basis upon such terms and conditions as the Company may think fit and proper.

Subsidiary Companies
The Company has no subsidiaries within the meaning of Section 4 of the Act.

Shareholders Agreement
The Company has not entered into any shareholder agreement till date.

Strategic Partners
The Company does not have any strategic or financial partners.

Collaboration
The Company does not have any Collaboration.



                                                     42
                                           IX. MANAGEMENT

BOARD OF DIRECTORS

The Company is currently managed by a Board of Directors comprising of 12 Directors. Mr. R.K Joshi is
our Chairman and Mr. A. K. Guha is our Managing Director.

The following table sets forth the details regarding our Board of Directors.

Sr.   Name, Age, Designation, Address &             Other Directorship
No.   Occupation of Directors
1.    Mr. R.K Joshi                                  1.    Kenindia Assurance Co Limited.
      Age: 58 years                                  2.    General Insurance Corporation of India Limited
      Chairman                                       3.    The New India Assurance Company Limited
      11-A, IL Palazzo,                              4.    GIC Asset Management Company Limited.
      Little Gibbs Road, Malabar Hills               5.    Life Insurance Corporation of India
      Mumbai - 400006                                6.    The Andhra Pradesh Paper Mills Limited
      Occupation: Service                            7.    ICICI Bank Limited
                                                     8.    Export Credit Guarantee Corporation of India Limited.
                                                     9.    Indian Register of shipping
                                                     10.   Deposit Insurance and Credit Guarantee Corporation.
                                                     11.   Loss Prevention Association of India Limited.
                                                     12.   Asian Reinsurance Corporation
                                                     13.   Governing Body of National Insurance Academy, Pune
2.    Mr. B. Chakrabarti                             1.    The New India Assurance Co (Trinidad & Tobago) Ltd
      Age: 56 years                                  2.    India International Pte Limited
      Non Executive Director                         3.    Prestige Assurance Plc
      B-21, 2nd Floor, Mayfair Garden,               4.    The New India Assurance Company Limited
      Little Gibbs Road, Malabar Hills               5.    General Insurance Corporation of India
      Mumbai - 400 006                               6.    The New India Assurance Co (Sierra Leone) Limited
      Occupation: Service                            7.    Saudi Indian Insurance Company
                                                     8.    Loss Prevention Association of India Limited
                                                     9.    Schenectady Herdillia Limited
                                                     10.   Alfa Laval (India) Limited
                                                     11.   Tariff Advisory Committee (Member)
                                                     12.    General Body of Insurance Council (Member)
3.    Mr. M.K. Garg                                  1.    Kenindia Assurance Co Limited.
      Age: 52 years                                  2.    United India Insurance Co. Limited
      Non Executive Director                         3.    Loss Prevention Association of India Limited
      9, Harrington Road, 2nd Avenue,
      Chetpet, Chennai- 600031
      Occupation: Service
4.    Mr. M Ramadoss                                1. Loss Prevention Association of India Limited
      Age: 52 Years                                 2. The Oriental Insurance Company Limited
      Non Executive Director
      545, Asaid Village,
      New Delhi- 110049
      Occupation: Service
5.    Mr. V. Ramasaamy                               1.    Modern Denim Limited
      Age: 56 Years                                  2.    National Insurance Co. Limited
      Non Executive Director
      Flat No 25, Alipore Estate, 8/6/1,
      Alipore Road, Kolkata: 700027
      Occupation: Services




                                                     43
Sr.   Name, Age, Designation, Address &         Other Directorship
No.   Occupation of Directors
6.    Mr. Manu Chadha                           1.    Himalayan Crest Power Limited
      Age: 50 Years                             2.    Kotla Hydro Power Ltd
      Independent and Non Executive Director    3.    TRC Financial Services Limited
      B-30, Connaught Place,                    4.    SBI Fund Management Private Limited
      New Delhi-110 001                         5.    Ispat Industries Ltd.
      Occupation: Professional                  6.    Reliance Capital Asset Management Limited

7.    Mr. R. M. Malla                           1.    Assets Care Enterprises Ltd
      Age: 52 Years                             2.    Haldia Petrochemicals Limited
      Non Executive Director                    3.    IFCI Limited
      C-4/19, Safdurjung Development Area,      4.    Tourisim Finance Corporation of India Limited
      New Delhi-110 019.                        5.    Management Development Institute
      Occupation: Service                       6.    Rashtriya Gramin Vikas Nidhi

8.    Mr. M. K. Tandon                          1.    Welspun Syntex Limited.
      Age: 64 years                             2.    GIC Asset Management Company Limited
      Independent & Non Executive Director      3.    Coromandel Fertilizers Limited
      205, Challenger Tower IV, Thakur
      Village, Kandivali (West), Mumbai.
      Occupation: Service
9.    Mr. B. P. Deshmukh                        1.    Saurashtra Cements Industries Limited
      Age: 61 Years                             2.    Larsen & Tourbo Limited
      Independent & Non Executive Director      3.    Madras Cement Limited
      Flat No: 1, Snehal Apartment, Pestom      4.    Dalmia Securities Private Limited
      Sagar, Road No. 6, Chembur
      Mumbai - 400 089
      Retired Insurance Executive
10.   Mr. Arun Datta                            1.    Engineering Projects (India Limited) Limited
      Age: 58 Years                             2.    Jay Engineering Limited
      Independent & Non Executive Director      3.    Metal Box Limited
      Aspen Green –74
      Nirvana Country
      Near South City –II, Sector –50
      Gurgaon - 122 101
      Occupation: Service
11.   Mr. N. R Ranganathan                      NIL
      Age: 67 years
      Nominee Director
      4B Laxmi Villa No. 7, First Cross Road,
      Raja Annamalaipuram
      Chennai – 600 028
      Occupation: Retiring
12.   Mr. A. K Guha                             NIL
      Age: 58 Years
      Managing Director
      3, Hill park, Malabar Hills,
      Mumbai-400006
      Occupation: Service




                                                 44
Brief Profile of our Directors

Mr. R. K. Joshi: Mr. Joshi, Chairman – cum – Managing Director of General Insurance Corporation of
India was appointed as a Chairman of the Company w.e.f. February 21 2005. After graduating as a
Mechanical Engineer in 1970, he was with Aluminum and Heavy Engineering Industries for duration of
four years. He joined General Insurance Corporation of India in 1974 and was deputed to National
Insurance Company Limited with headquarters at Calcutta, India. He worked in various departments at
various levels in the operating offices including overseas operations at National Insurance Company’s
Singapore branch for three years and was also instrumental in the formation of India International
Insurance Private Limited. Shortly after returning from Singapore, he was made the Regional in-charge for
National Insurance Company’s Regional office at Hyderabad, India. After completing a successful tenure
of three years in 1996, he was transferred to the Tariff Advisory Committee, Delhi, a body responsible for
controlling the pricing of Insurance and Insurance related products in India. He returned to General
Insurance Corporation of India in the year 1998 as Assistant General Manager (Technical) and General
Manager in charge of Reinsurance Department in the year 2000 after GIC was declared as an Indian
Reinsurer. On February 1, 2005, Mr. R. K. Joshi has taken over as the first Chairman-cum-Managing
Director of GIC of India.

Mr. A. K. Guha: Mr. Guha, M. Com, A.C.A., joined United India Insurance Company Limited in the year
1975. He has vast experience and knowledge in financial areas of Insurance Industry. During his deputation
in New India Assurance Company Limited as Assistant General Manager, he had undergone training on
Investment Management at Business School, Manchester, U.K., in the year 2000. Before deputation to GIC
Housing from 1st January 2003 as Chief Executive, he was heading the Mumbai regional office I and II of
United India Insurance. GICHFL business and profitability have increased manifold since Mr. Guha has
taken charge of the Company. In recognition of his contribution, Mr. Guha has been inducted on the Board
as Managing Director w.e.f. 21st June 2004.

Mr. B. Chakrabarti: Mr. Chakrabarti, Chairman-cum-Managing Director of National Insurance Company
Limited was appointed as an Additional Director of the Company w.e.f 19th January, 2005. He started his
career in the year 1974 as a Technical Officer of United India Insurance Company Limited. He has done
his B.Com (Hons) from Calcutta University and is a Chartered Accountant from the Institute of Chartered
Accountants of India. He has technical proficiency in general insurance subjects as he joined the industry
as a Technical Officer. On successive promotions, he had marketing and business development profiles,
being the heads of divisions and regions in United India Insurance Company Limited. Subsequently, he had
a wide exposure in the Management of Investment portfolio in GIC as Assistant General Manager and
General Manager. He headed personnel and human resources wing in United India Insurance Company
Limited as a General Manager. During his tenure as General Manager (Personnel), he galvanized the
activities of the Learning Center, M.S.D and H.R.D. He was the Chief Vigilance Officer and had a stint in
the Marketing and Reinsurance Department in United India Insurance Company Limited.

Mr. M. K. Garg: Mr. Garg, Chairman-cum-Managing Director of United India Insurance Company
Limited was appointed as an Additional Director of the Company w.e.f 19th January, 2005. He joined the
General Insurance Industry in 1976 and possesses a rich experience of more than two decades. He is a
Chartered Accountant by profession and a fellow member of the Insurance Institute of India. As a young
and promising direct recruit Officer, he joined The New India Assurance Company Limited in the cadre of
Assistant Administrative Officer. During his long career spanning more than over two decades, he had held
many assignments. He worked as a Regional Manager of the Jaipur branch of The New India Assurance
Company Limited from 1993 to 1997. During his stint as RM-Jaipur, he earned the best RO award
consecutively for two years. He was transferred to Chandigarh and posted as Regional Manager and
subsequently, in the year 1998, he was promoted as Assistant General Manager. He again earned the best
RO award for Chandigarh. In the year 2000, Delhi R.O. was placed under his charge and with his sheer and
exemplary hard work, he was promoted and posted as General Manager at New India Head Office,
Mumbai where he was looking after Investments, Credit Insurance, Technical, Secretarial Department,
Grievance and Customer Service, Estate, Establishment and Property Cell, Foreign Administration etc. He
was a member of Vision 2000 Core Group founded by the General Insurance Corporation of India and
submitted recommendations for Insurance Sector reforms.



                                                   45
Mr. M. Ramadoss: Mr. Ramadoss, Chairman-cum-Managing Director of Oriental Insurance Company
Limited was appointed as an Additional Director of the Company w.e.f 10th March, 2005. Mr. Ramadoss is
a First Class Commerce Graduate from Madras University and a Chartered Accountant from the Institute of
Chartered Accountants of India. He is also a Fellow of Insurance Institute of India and an Associate of
Chartered Insurance Institute of U. K. He joined the Insurance Industry in 1976 as direct recruit Class I
Officer in New India Assurance Company Limited and has worked in various positions. In 2001, he was
promoted as General Manager and posted to London branch for 3 years. He returned to India and joined
Head Office in mid November 2004. He has a unique experience of having worked in the Insurance
Industry in different parts of the country. Besides working in the Insurance Industry, he is also a visiting
faculty in National Insurance Academy, Pune. He regularly takes classes in Company Training Colleges.
He has also written articles in magazines and he is a member of a Working Group constituted by the
Institute of Chartered Accountants of India to finalize Accounting Guidelines for General Insurance
Companies.

Mr. N. R. Ranganathan: Mr. Ranganathan is an alumnus of the Presidency College, Madras, Law
College, Madras and the London School of Economics. He joined the Indian Administrative Services in
1960 and held many important positions. He was Secretary (Personnel) to Government of India and
Member Secretary of the Planning Commission, Government of India.

Mr. M. K. Tandon: Mr. Tandon was appointed as Director of the Company w.e.f. 2nd September 1999.
He is M. Com, LLB, Associate Part I (Insurance Institute of India). He started his career in insurance
industry in 1964. He has immense knowledge and experience in insurance industry for the past four
decades. He was the Managing Director of General Insurance Corporation of India during from 04th March
1999 to 04th March 2001. Thereafter he was the Chairman-Cum-Managing Director of National Insurance
Co. Ltd. from 05th March 2001 to 30th September 2001.

Mr. B. P. Deshmukh: Mr. Deshmukh joined the Company as an Additional Director w.e.f. 15th October
2004. His academic qualifications include M.Com and LL.B. He is also a fellow member of the Institute of
Company Secretaries of India. He worked with Maharashtra State Financial Corporation from 1967 – 1976
and got exposure in project appraisal and monitoring of advances in the form of term loan. He also got a
comprehensive training in Industrial Finance conducted by the Reserve Bank of India. He resigned as
Assistant Secretary in 1976. He joined the New India Assurance Company Limited as a Financial and
Investment Analyst as a direct recruit officer. He got regular promotions and became a Manager in 1991.
While in New India Assurance Company, he got extensive training in project appraisal, analysis and
interpretation of accounts, equity research, capital market and treasury management. He was heading the
Investment and Credit Insurance Department till 1994-95. In 1994, he was transferred to General Insurance
Corporation of India as Company Secretary and Manager (Investment). He retired as ‘General Manager’,
Investment and Credit Insurance, Life Reinsurance and Corporate Secretariat Department. During his stay
in GIC, he attended various training programmes including a programme on ‘Advanced Investment
Management’ at Manchester Business School (United Kingdom). He also delivered lectures and submitted
papers on various subjects related to Finance and Investment, Credit Insurance etc. at various forums such
as ‘Faculty of Management Studies’, Delhi University, ICWA Annual Convention, Bengal Chamber of
Commerce, FICCI, etc. He is well versed in capital market, equity and debt research as also corporate
matters and investment monitoring.

Mr. R. M. Malla: Mr. Malla, Executive Director of IFCI Limited, was appointed as Director of the
Company on 28th June 2002. He academic qualifications include M.Com from University of Delhi, MBA
from Faculty of Management Studies, University of Delhi, PGDBM from Management Development
Institute, Gurgaon and CAIIB from Indian Institute of Bankers.

Mr. Manu Chadha: Mr. Chadha was appointed as Director of the Company on 29th April 2002. His
academic qualifications include B.Com (Hons), FCA, LLB and is a practicing Chartered Accountant since
1979 and is a Senior Partner with M/s. T R Chadha & Co, Chartered Accountants. He is also on the Board
of Dena Bank, SBI Mutual Fund and other body corporate. The Government of India has nominated him on
the Investor Education and Protection Fund.




                                                    46
Mr. Ramasaamy: Mr. Ramasaamy was appointed as a director of the company on December 26, 2005. He
is a CA, and was recruited as Direct Recruit Officer in 1976 in National Insurance Company Limited and
after serving in Investment Department for 9 years was promoted to the cadre of Assistant Manager and
posted to Regional Office, Chennai. He was posted as Senior Divisional Officer in Delhi and as Manager in
Ludhiana. Subsequently he was posted Regional Manager at Regional Office Madurai and then as Assistant
General Manager at Banaglore office for nearly 2 years. He got promoted as General Manager in 2002 and
allocated the portfolios like Technical Department, Foreign Business, MSD and Grievance Departments.

Mr. Arun Datta: Mr. Arun Datta was appointed as the director of the company on October 24, 2005. He
holds a Bachelor Degree in Mechanical Engineering, along with post-graduate degree in Marketing. He has
extensive experience in retail and institutional sales, corporate Business Development, project management
and administration. He has been involved in managing large sales organization with responsibility for brand
management, distributions networks and logistics. He has also assisted top executive in strategic decision
making as well as day-to-day administration.

Borrowing Powers of the Board:

The shareholders has given consent under section 293(1)(d) of the Companies Act, 1956 vide a resolution
passed at the 14th AGM of the Company held on 17th September 2004, to the Board for borrowing up to a
sum of Rs. 3,000 crores.

Compensation to Managing Director:

Mr. A. K Guha was appointed as Managing Director of our Company for the period 21st June 2004 to 31st
August 2007 vide resolution passed at the Annual General Meeting held on 17th September 2004. The
terms and conditions of the said resolution are stated:

 Particulars                                                                   Per Month (in Rs.)
 Basic                                                                                      22,900
 Dearness allowances                                                                        11,377
 City Compensatory Allowances                                                                  375
 Fixed Personal Allowances                                                                     500
 Special Allowances                                                                          2,000
 Deputation Allowances                                                                       1,000
 Total                                                                                      38,125
 Other yearly allowances are as under:
 Domiciliary Mediclaim                                                                       10,500
 Dress Code Allowances                                                                       10,000
 Brief Case Allowances                                                                        3,000
 Ex-Gratia                                                                                   33,961
 PF - Company Contribution                                                                   33,696
 Leave Encashment                                                                            38,889
 LTS                                                                                       1,20,459
 Total                                                                                     2,50,505




                                                    47
CORPORATE GOVERNANCE

The Company is committed to the principles of good corporate governance. According to the Company
corporate governance is the combination of voluntary practices and compliance with laws and regulations
leading to effective control and management of the Company. The Company believes that good corporate
governance contemplates that corporate actions balance the interest of all stakeholders and satisfy the tests
of accountability, transparency and fair play. The Company believes that all its operations and actions must
be directed towards enhancing overall shareholder value.

The Company has complied with SEBI guidelines in respect of corporate governance, especially with
respect to the appointment of independent directors on the Board and constitution of its Board committees,
the shareholder/investor grievance committee and the audit committee. The Company has complied with
all the requirements of the listing agreements with the Stock Exchanges and regulations and SEBI
guidelines. Further, there is no penalty/stricture levied by any statutory authority against the Company in
relation to corporate governance.

Structure of the Board of Directors

  Sr. No.    Name of Directors                                Nature of Directorship
     1       Mr. R.K Joshi                                    Nominee Director
     2       Mr. B. Chakrabarti                               Non Executive Director
     3       Mr. M. K Garg                                    Non Executive Director
     4       Mr. M. Ramadoss                                  Non Executive Director
     5       Mr. V. Ramasaamy                                 Non Executive Director
     6       Mr. Manu Chadha                                  Independent & Non Executive Director
     7       Mr. R.M. Malla                                   Non Executive Director
     8       Mr. M.K. Tandon                                  Independent & Non Executive Director
     9       Mr. B. P. Deshmukh                               Independent & Non Executive Director
    10       Mr. Arun Datta                                   Independent & Non Executive Director
    11       Mr. N. R Ranganathan                             Nominee Director
    12       Mr. A. K Guha                                    Executive Director

Audit Committee:

Audit Committee was constituted in April 1996. The Audit Committee provides directions to and reviews
functions of the Audit Department. The Committee evaluates internal audit policies, plans, procedures and
performance and reviews the other functions through various internal audit reports and other year-end
certificates issued by the Statutory Auditors. Quarterly and Annual Accounts are placed before the Audit
Committee, prior to being presented to our Board along with the recommendations of the Audit Committee.
The terms of reference of Audit Committee complies with the requirements of Clause 49 of the listing
agreement. The committee consists of following Directors:

Composition of the Audit Committee:

  Sr. No.     Name of Director                Nature of Directorship
     1        Mr. M. K. Tandon                Independent & Non Executive
     2        Mr. B. P. Deshmukh              Independent & Non Executive
     3        Mr. R. M. Malla                 Non Executive

The Chairman of the Audit Committee is an Independent and Non-Executive Director.




                                                     48
The terms of reference of the Audit Committee are given below:

1.  To have discussions with the auditors periodically about internal control systems, the scope of audit
    including the observations of the auditors and to review the half-yearly and annual financial statements
    before submission to the Board and ensure compliance of internal control systems.
2. To oversee the Company's financial reporting process and the disclosure of its financial information to
    ensure that the financial statement is correct, sufficient and credible.
3. Recommending the appointment and removal of external auditor, fixation of audit fee and also
    approval for payment for any other services.
4. Reviewing with management the annual financial statements before submission to the Board.
5. Reviewing with the management, external and internal auditors, the adequacy of internal control
    systems.
6. Reviewing the adequacy of internal audit function, including the structure of the internal audit
    department, staffing and seniority of the official heading the department, reporting structure coverage
    and frequency of internal audit.
7. Discussions with internal auditors on any significant findings and follow up thereon.
8. Reviewing the findings of any internal investigations by the internal auditors into matters where there
    is suspected fraud or irregularity or a failure of internal control systems of a material nature and
    reporting the matter to the Board.
9. Discussions with external auditors before the audit commences, nature and scope of audit as well as to
    have post-audit discussion to ascertain any area of concern.
10. Reviewing the Company's financial and risk management policies.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
    shareholders (in case of non-payment of declared dividends) and creditors, if any.

Investor’s Grievance Committee:

We have designated personnel to solve investors’ problems along with our Share Transfer Agents,
Sharepro Services (India) Pvt. Ltd. The Investors Grievances Committee looks into redressal of shareholder
and investor complaints, issue of duplicate/split/consolidated share certificates, allotment and listing of
shares and review of cases for refusal of transfer/transmission of shares and reference to statutory and
regulatory authorities.

Composition of the Investor’s Grievance Committee:

     Sr. No.   Name of Director               Nature of Directorship
        1      Mr. M. K. Tandon               Independent & Non Executive
        2      Mr. B. P. Deshmukh             Independent & Non Executive
        3      Mr. R. M. Malla                Non Executive

Policy on Disclosures and Internal Procedure for Prevention of Insider trading:

The Company is in compliance with and will continue to comply with the provisions of the SEBI
(Prohibition of Insider Trading) Regulations, 1992. In compliance with regulation 12(1) of the SEBI
(Prohibition of Insider Trading) Regulations, 1992, Company has framed a code of internal procedures and
conduct for prevention of insider trading.

Mr. S. Sridharan, Company Secretary is responsible for setting forth policies, procedures, monitoring and
adherence to the rules for the preservation of price sensitive information and the implementation of the
code of conduct under the overall supervision of the board.

Shareholding of the Directors:

The Articles of Association of the Company do not require the Chairman and the Directors to hold any
qualification shares.




                                                    49
Interest of the Directors:

All directors of the Company may be deemed to be interested to the extent of fees, if any, payable to them
for attending meetings of the Board or any Committee thereof, commission payable to them as well as to
the extent of other remuneration, reimbursement of expenses payable to them under Articles of Association
by the Company and the housing loan taken by them. The Managing Director is also interested to the
extent of remuneration paid to him for services rendered by him. All Directors may also be deemed to be
interested to the extent of Equity Shares, if any, already held by them or their relatives, companies, firms
and trusts in which they are interested as directors, members, partners or trustees in the Company, or that
may be subscribed for and allotted to them and also to the extent of any dividend payable thereon and other
distributions in respect of the said Equity Shares of the Company.

Payment to Directors for the year ended 31st March 2005
                                                                                          (Amount in Rs.)
Name of Director             Sitting Fees   Salaries/ Perquisites        Commission           Total
Mr. Manu Chadha                 16,000                -                     -                16,000
Mr. M. K. Tandon                40,000                -                     -                40,000
Mr. B. P. Deshmukh              16,000                -                     -                16,000
Mr. N. R. Ranganathan           24,000                -                     -                24,000
Mr. A.K. Guha                   8,000                 -                     -                8,000
Mr. R. L. Baxi                  24,000                -                     -                24,000

Payment to Directors for the period 1st April 2005 to 31st December 2005
                                                                                          (Amount in Rs.)
Name of Director             Sitting Fees   Salaries/ Perquisites        Commission          Total
Mr. Manu Chadha                 16,000                -                      -               16,000
Mr. A. Datta                     4,000                -                      -               4,000
Mr. M. K. Tandon                40,000                -                      -               40,000
Mr. N. R. Ranganathan           20,000                -                      -               20,000
Mr. A. K. Guha                   4,000                -                      -               4,000

Note: 1) No other director had drawn sitting fees during the year under consideration.
      2) No salary/perquisite/commission was allowed/paid to any of the directors during this period.

Interest as to Property

None of the Directors are interested in the properties of the Company.




                                                    50
Changes in Directors in the last three years

Sr.   Name                       Date of Appointment/                             Reason
No.                                     Cessation
1.    Mr. V. Jagannathan               26-09-2003          Appointed as Additional Director, confirmed at the AGM
2.    Mr. Rajendra Beri                26-09-2003          Appointed as Additional Director, confirmed at the AGM
3.    Mr. Sham Lal Mohan               26-09-2003          Appointed as Additional Director, confirmed at the AGM
4.    Mr. T.S. Laschar                 26-09-2003          Retired by rotation from Directorship
5.    Mr. R. L. Baxi                   26-09-2003          Reappointed at the AGM
6.    Mr. Dilip S Phatarphekar         26-09-2003          Retired by rotation from Directorship
7.    Mr. H. S. Wadhwa                 24-10-2003          Appointed as Additional Director
8.    Mr. A. K. Guha                   21-06-2004          Appointed as Additional/Managing Director
9.    Mr. R. L Baxi                    17-09-2004          Retirement from Directorship
10.   Mr. R. M. Malla                  17-09-2004          Reappointed at the AGM
11.   Mr. M.K Tandon                   17-09-2004          Reappointed at the AGM
12.   Mr. Manu Chadha                  17-09-2004          Reappointed at the AGM
13.   Mr. H.S Wadhwa                   17-09-2004          Appointed as Additional Director/confirmed at AGM
14.   Mr. A. K Guha                    17-09-2004          Appointed as Additional Director/Managing Director/
                                                           confirmed at AGM
15.   Mr. B. P Deshmukh                15-10-2004          Appointed as Additional Director
16.   Mr. V Jagannathan                01-11-2004          Resigned as Director
17.   Mr. H. S. Wadhwa                 01-01-2005          Resigned as Director
18.   Mr. M. K. Garg                   19-01-2005          Appointed as Additional Director
19.   Mr. B. Chakrabarti               19-01-2005          Appointed as Additional Director
20.   Mr. P. C. Ghosh                  31-01-2005          Resigned as Director
21.   Mr. R. K. Joshi                  21-02-2005          Appointed as Nominee Director/ Chairman
22.   Mr. S. L Mohan                   28-02-2005          Resigned as Director
23.   Mr. M. Ramadoss                  10-03-2005          Appointed as Additional Director
24.   Mr. A. Ramamohan Rao             09-08-2005          Resigned as Director
25.   Mr. M. K Tandon                  15-09-2005          Reappointed at the AGM
26.   Mr. Manu Chadha                  15-09-2005          Reappointed at the AGM
27.   Mr. B. P. Deshmukh               15-09-2005          Appointed as Additional Director/confirmed at AGM
28.   Mr. B Chakrabarti                15-09-2005          Appointed as Additional Director/confirmed at AGM
29.   Mr. M. K. Garg                   15-09-2005          Appointed as Additional Director/confirmed at AGM
30.   Mr. M. Ramadoss                  15-09-2005          Appointed as Additional Director/confirmed at AGM
31.   Mr. Arun Datta                   24-10-2005          Appointed as Additional Director
32.   Mr. Rajendra Beri                31-10-2005          Resigned as Director
33.   Mr. V Ramasaamy                  26-12-2005          Appointed as Additional Director

 Date of Expiration of the term of the Current Directors

Sr.   Name of the Director       Nature of Directorship                    Date of expiration of term of office/
No.                                                                               due for re-appointment
 1.   Mr. R. K. Joshi            Nominee Director                         Not liable to retire by rotation
 2.   Mr. B. Chakrabarti         Non Executive Director                   Retire by rotation
 3.   Mr. M.K Garg               Non Executive Director                   Retire by rotation
 4.   Mr. M. Ramadoss            Non Executive Director                   Retire by rotation
 5.   Mr. V. Ramasaamy           Non Executive Director                   AGM 2006
 6.   Mr. Manu Chadha            Independent & Non Executive Director     Retire by rotation
 7.   Mr. R. M. Malla            Non Executive Director                   Retire by rotation
 8.   Mr. M. K. Tandon           Independent & Non Executive Director     Retire by rotation
 9.   Mr. B. P. Deshmukh         Independent & Non Executive Director     Retire by rotation
10.   Mr. Arun Datta             Independent & Non Executive Director     AGM 2006
11.   Mr. N. R Ranganathan       Nominee Director                         Not liable to retire by rotation
12.   Mr. A. K Guha              Executive Director                       August 31, 2007


                                                    51
MANAGEMENT ORGANISATION STRUCTURE




                                     Managing
                                      Director

                                       Sr. Vice
                                      President


                                   Vice President



 Asst. Vice President   Asst. Vice President          Asst. Vice President    Asst. Vice President
Company Secretary and     Recoveries and                Accounts and         Marketing and Recovery
     Compliance              Sanctions                      Finance             Nothern Region




                                                     Area Managers




                                                  Branch Office / Service
                                                         Center




                                               52
      KEY MANAGERIAL PERSONNEL

Sr.    Name and          Age   Qualification     Date of   Exp Yrs.      Functional         Previously   Present Annual
No.    Designation                               Joining               Responsibility       Employed     Compensation
                                                                                                              (Rs.)
1 Mr. A. K. Guha         58 C.A.        21-10-200236 years Supervising and              United India       8.04 lacs
  Managing Director                                        Managing the overall         Insurance
                                                           day to day affairs of        Company
                                                           the Company                  Limited
2 Mr. Rajib De Vice      40 B.Com       08-01-199217 years Marketing, Systems           HPCL               6.71 lacs
  President                 (Hons), ACA                    and Internal Audit.
3 Mr. S. Sridharan       45 B. Com,     01-03-199422 years Company Secretary,           United India       6.03 lacs
  Company Secretary         ACA, ACS,                      Legal, Recovery and          Insurance
  and Assistant Vice        ICWA, BGL                      Sanctions.                   Company
  President                                                                             Limited


4 Mr. Shrinivas M        45 BE, PGD in 17-05-199316 years Recovery                      Canfin Homes       7.40 lacs
  Assistant Vice            Construction                                                Ltd.
  President
5 Mrs. Meena V           47 B.A. (Hons)        12-06-200220 years Area Manager, New     —                   3.89 lacs
  Assistant Vice                                                  Delhi Area office.
  President
6 Mr. Mahesh Ghagre      45 B. Com,            14-10-199521 years Accounts and Resource GIC of India       3.54 lacs
  Assistant Vice            ACA                                   Mobilisation.
  President
7 Mr. K. Divakar         51 B. Sc        06-02-199225 years Area Manager,           New India              4.94 lacs
  Group Head                                                 Bangalore Area Office. Assurance
                                                                                    Company
                                                                                    limited
8 Mr. H.D. Thakkar       56 B. Com       01-01-199628 years Administration and      GIC of India           4.03 lacs
  Group Head                                                 Compliance of NHB
                                                             guidelines.
9 Mr. Potu Srinivas      44 B. Sc, B.L., 29-02-199220 years Area Manager,           Sundaram               4.21 lacs
   Group Head               PGD IRPM                         Chennai Area Office. Finance
10 Mr. S. Vijayramesh    41 B. Sc        18-07-1991 22 years Area Manager, Navi CMC Ltd.                   3.87 lacs
   Group Head                                                Mumbai Area Office.
11 Mr. R. Jayachandran   54 B. Sc        02-11-199315 years Area Manager,           United India           3.87 lacs
   Group Head                                                Trivandrum Area        Insurance
                                                             Office                 Company
                                                                                    Limited
12 Mr. V.R Joshi         42 B.com LLB 02-05-199317 years Area Manager,              Dewan Housing           3.40lacs
   Group Head               MBA                              Mumbai Area office Finance Ltd
                                                             Office
13 Mr. R                 39 M.com        01-05-199518 years Area Manager,           Can Fin Homes           3.87lacs
   Ramachandran                                              Madurai Area office Ltd
   Group Head
14 Mr. Sanjay            35 B.com              13-05-199314 years Area Manager,         Private             3.30lacs
   Koppikar Group                                                 Panaji Area office    Company
   Head
15 Mrs. Mahalakshmi      42 M.A                16-06-199320 years Area Manager,         Private             3.29lacs
   Sharma Group Head                                              Corporate Office      Company




                                                           53
Shareholding of Key Managerial Personnel:

Name                                  Number of Shares
Mr. A.K. Guha                              Nil
Mr. Rajib De                               200
Mr. S. Sridharan                           Nil
Mr. Shrinivas M                            150
Mrs. Meena V                               300
Mr. Mahesh Ghagre                          300
Mr. K. Divakar                             150
Mr. H.D. Thakkar                            50
Mr. Potu Srinivas                          200
Mr. S. Vijayramesh                         Nil
Mr. R. Jayachandran                        300
Mr. Sanjay Koppikar                        200
Mrs. Mahalakshmi Sharma                    200

Changes in the Key Managerial Personnel in the last three years:

Sr. No.           Name          Appointed/Resigned       Date of Change          Reason
  1.        Mr. A. K. Guha      Appointed                 21-10-2002       Appointed as Chief Executive
  2.        Mrs. Meena V        Appointed                 12-06-2002       Appointed as Group Head
  3.        Mr. N. Sowmyan      Retired                   31-12-2002       Retired

Notes:

  1.     All the Key Managerial Personnel are permanent employees of our Company, except for the Managing
         Director, who is on deputation from United India Insurance Co. Ltd.
  2.     There is no understanding with major shareholders, customers, suppliers or any others pursuant to
         which any of the above mentioned personnel have been recruited.
  3.     None of our directors and key managerial personnel have any relations amongst them.

Employees:

Summary of Manpower strength as under:

       Particulars                                             Number
       Officers                                                  89
       Award Staff                                                -
       Sub staff                                                  -
       Total                                                     89

The Company has not issued any Employee Stock Option Scheme to its employees till date.




                                                    54
                            X. PROMOTERS AND THEIR BACKGROUND*

1.   General Insurance Corporation of India (GIC)

GIC was incorporated under the Companies Act, 1956, on 22nd November 1972 in terms of General
Insurance (Business) Nationalisation Act, 1972 as a private company limited by shares, the undertaking of
all Insurance Companies operating in the country were taken over by four companies, the New India
Assurance Company Limited, United Insurance Company Limited, National Insurance Company Limited
and Oriental Insurance Company Limited and the share holding of these companies was vested with GIC
thus making it holding company for the four general insurance companies operating in India. The role of
GIC was to supervise and control the business of general insurance and to aid, assists and advice its
subsidiaries in the matter of general insurance business, investments etc. With the opening up of the
insurance sector, to provide a level playing field, the Government decided to make the subsidiary
companies independent. As a result of from March 21 2003, shares of all erstwhile subsidiary companies
were transferred to President of India and there by GIC ceased to be the holding company of these
companies. GIC has diversifiesd into area like housing finance and management of mutual funds.

GIC with erstwhile Subsidiary of companies floated Mutual Fund in 1991 as Trust Subsequently in 1993 as
per SEBI Regulation GIC AMC was formed. In this Company, holding of GIC and erstwhile Subsidiary
Companies is 40%, SOROS 40% and balance is held by GICHFL.

The entire general insurance business in India was nationalized by General Insurance Business
(Nationalization) Act, 1972 (GIBNA). The Government of India (GOI), through Nationalization took over
the shares of 55 Indian insurance companies and the undertakings of 52 insurers carrying on general
insurance business.

The Directors on the Board of GIC are:

Mr. R. K. Joshi
Mr. G.C. Chaturvedi
Mr. A. K. Pawar
Mr. A. K. Shukla
Mr. B. Chakrabarti

Financial details of GIC for the past three years
                                                                                      (Rs in Lacs)
Particulars                                                   2004-05         2003-04         2002-03
Total Income                                                   461387          416297          383279
Net Profit after Tax                                            20002          103762           26146
Equity Capital                                                  21500           21500           21500
Reserves (excluding revaluation reserves)                      404425          391777          295292
Net Worth                                                      425925         41.3277          316735
Earning Per Share (Rs.) (Face ValueRs.100)                      47.00          483.00          131.00

The company is not a sick company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995.

There has been no change in the capital structure and the Company upto March 31, 2005 and has not made
any issue of equity shares during the past three years.

Litigation details pertaining to GIC:

For details on litigations and disputes pending against the Company and defaults made by the Company
please refer to the section titled under “ Outstanding Litigations” on page no. 90 of this Letter of Offer.




                                                    55
2.   National Insurance Company Limited (NICL)

NICL was incorporated with registered office at Kolkata on 6th December 1906 under the Companies Act,
1882 to carry on General Insurance Business. Upon nationalization of General Insurance Business in 1971
the Company was restructured by merging 22 foreign and 11 Indian Insurance Companies operating in
India as per amalgamation scheme framed under the General Insurance Business (Nationalization) Act,
1972. Under the Act General Insurance Corporation of India was incorporated as a holding company for
NICL. The Central Government, vide Gazette notification S.O 329 (E) dated 21st March 2003 has notified
the “ Appointed Date “ on which the General Insurance Business (Nationalization Act 2002) has come into
force. In view of the said notification the share capital of National Insurance Co. Ltd is now vested with the
Central Government & General Insurance Corporation of India has been formally delinked from the said
four public sector insurance companies. NICL is now board run autonomous Company.

Besides catering to average insurance requirements of all sections of Indian society, NICL also provides
customized and innovative insurance solutions through a wide array of products.

Apart from domestic insurance business, the company also undertakes re-insurance and overseas
operations. NICL also provides financial assistance to corporate sector by way of term-loans, underwriting
and direct subscription to shares/debentures/bonds etc.

Headquartered in Kolkata, it has an organizational network of over 964 offices with a workforce of over
20,000 trained people. The company also has operations in Hong Kong and Nepal and ranks among the top
global business insurers.

The directors on the board of NICL are as under:

Mr. V. Ramaswaamy
Mr. O. N. Singh
Mr. Lalit Kumar
Mr. Y. P. Chopra
Mr. Sujit Das
Mr. D. K. Burman

Financial details of NICL for the past three years
                                                                                                (Rs. in Lacs)
Particulars                                                     2004-05         2003-04          2002-03
Total Income (Gross Direct Premium Income)                       379991          339110           257034
Net Profit after Tax                                              13118           59021            13491
Equity Capital                                                    10000           10000            10000
Reserves (excluding revaluation reserves)                        111627          101520            97217
Earning Per Share (Rs.)                                            13.12           5.90               1.35

The company is not a sick company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995.

There has been no change in the capital structure and the Company has not made an issue of equity shares
during the past three years.

Litigation details pertaining to NICL

For details on litigations and disputes pending against the Company and defaults made by the `Company
please refer to the section titled under “Outstanding Litigations” on page no. 90 of this Letter of Offer.




                                                     56
3.   United India Insurance Company Limited (United India)

United India, leading General Insurance Company with more than three decades of experience in non-life
insurance business was formed by the merger 22 General Insurance Companies and 5 Foreign Operation of
Indian Companies and is wholly owned government of India., Consequent to nationalization of general
insurance. The Central Government, vide Gazette notification S.O 329 (E) dated 21st March 2003 has
notified the Appointed date on which general Insurance Business (Nationalization Act 2002) shall come in
to force 21st March 2003. With effect from this date the Book value of the shares in the 4 Public Sector
insurance companies held by GIC stands transferred to the Central Government. In view of the said
notification the share capital of United India is now vested with the Central Government & General
Insurance Corporation of India has been formally delinked from the said four public sector insurance
companies. United India now board run autonomous Company.

United India has a countrywide network of 24 regional offices, 371 divisional offices, 717 branch offices
and 185 micro offices across the country. The company is in the process of interconnecting all the offices
by wide area network.

The directors on the board of United India are as under:

Mr. M. K. Garg
Mr. V. P. Bhardwaj
Mr. K. C. Chakrabarty
Mr. V. S. Chopra

Financial details of United India for the past three years
                                                                                             (Rs. in Lacs)
Particulars                                                   2004-05         2003-04         2002-03
Total Income                                                    49979           50415          224110
Net Profit after Tax                                            30771           38045            17098
Equity Capital                                                  10000           10000            10000
Reserves (excluding revaluation reserves)                      192958          169263          134603
Earning Per Share (Rs.)                                          30.77           38.45            17.10

The company is not a sick company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995.

There has been no change in the capital structure and the Company has not made an issue of equity shares
during the past three years.

Litigation details pertaining to United India

For details on litigations and disputes pending against the Company and defaults made by the Company
please refer to the section titled under “Outstanding Litigations” on page no. 90 of this Letter of Offer.




                                                   57
4.   The Oriental Insurance Company Limited (OICL)

Oriental Fire & General Insurance Company Limited (OFGICL) was incorporated on September 12, 1947
& commenced its operation in late 1949. On the Nationalization of General Insurance Business OFGICL
became one four subsidiary of General Insurance Corporation of India with the subsequent merger of ten
Insurance Companies and 12 foreign insurance companies with OFGICL. To reflect gamut of operation of
the Company, the name of the Company was changed in May 1984 from Oriental Fire & General Insurance
Company Limited to The Oriental Insurance Company Limited. On 30th August 2003, the Shares held by
GIC were transferred to Government of India and since then the Company has ceased to be a subsidiary of
GIC. Now a wholly owned Government Company, OICL was delinked from GIC of India by an Act of the
Parliament dated March 21 2003.

It is one of the oldest insurance companies and was established in the year 1947. The company
headquartered in New Delhi transacts all kinds of general insurance business ranging from very big
projects to small rural insurance covers.

The company has 21 regional offices, 311 divisional offices and 635 branch offices. It specializes in
devising special covers for large projects like power plants, petro-chemical, steel plants and chemical
plants.

The directors on the board of OICL are:

Mr. M. Ramadoss
Mr. K. N. Prithviraj
Mr. Subhash C. Sharma
Mr. R. C. Jain

Financial details of OICL for the past three years
                                                                                             (Rs. in Lacs)
Particulars                                                   2004-05         2003-04         2002-03
Total Income                                                   309100          290000          286800
Net Profit after Tax                                            33052            31648             6400
Equity Capital                                                  10000            10000           10000
Reserves (excluding revaluation reserves)                      131861           102218            73391
NAV (Rs.)                                                       141.86           112.22           83.39
Earning Per Share (Rs.)                                          33.05            31.65             6.40

The company is not a sick company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995.

There has been no change in the capital structure and the Company has not made an issue of equity shares
during the past three years.

Litigation details pertaining to OICL:

For details on litigations and disputes pending against the Company and defaults made by the `Company
please refer to the section titled under “Outstanding Litigations” on page no. 90 of this Letter of Offer.




                                                     58
5.   The New India Assurance Company Limited (New India)

New India, incorporated on 23rd July 1919, founded by the House of Tatas was nationalized in 1973.
Currently its 100% equity is held by Government of India.

The New India has earned total gross income premium of Rs. 5103.16 crores in the year 2004-05 as against
Rs. 4921.47 crores in the year 2003-204. As on 31st March 2005 the Company has assets of Rs. 1987.19
Crores. During the year company operated in domestics market through a network of 26 regional Office, 393
Divisional offices, 614 branch offices and 34 Direct Agents Branches. New India is Rank No.1 in the Indian
market. New India is a Largest Non-Life insurer in Afro-Asia excluding Japan. New India is the first Indian non-
life company to cross Rs. 5000 crores Gross premium. New India has overseas presence in countries like Japan,
U. K, Middle East, Fiji and Australia.

New India is a leading global insurance group, with offices and branches throughout India and various
countries abroad. The company’s overseas operation commenced in 1920. New India operates in 24
countries spanning 5 Continents in the year 2005. New India operates through a network of 19 branches, 12
Agencies, 2 Associates Companies and 2 subsidiary companies in the year 2005. The New India overseas
premium is Rs. 892.35 crores in the year 2004-2005.

New India has been rated "A" (Excellent) by A.M. Best Co., making it the only Indian insurance company
to have been rated by an international rating agency.

The directors on the board of New India are:

Mr. B. Chakrabarti
Mr. Girish Chandra
Mr. Ramkumar Joshi
Mr. Anil Khendelwal
Mr. Ayalur Vedom
Mr. Jitendra Kumar Gupta

Financial details of New India for the past three years
                                                                                                  (Rs. in Lacs)
Particulars                                                       2004-05           2003-04        2002-03
Total Income (Net Premium Income)                                    389411            363494         351643
Net Profit after Tax                                                  40223             59021           25581
Equity Capital                                                       15000*             10000           10000
Reserves (excluding revaluation reserves)                            416641            384350          3304.0
Net Worth                                                            431641            394350         340400
Earning Per Share (Rs.)                                                26.81             59.02          25.58
* Bonus Issue of Rs. 5000 lacs made in the month of October 2005 in the proportion of 1:3

The company is not a sick company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995.

There has been no change in the capital structure and the Company has not made an issue of equity shares
during the past three years except as stated above.

Litigation details pertaining to New India:

For details on litigations and disputes pending against the Company and defaults made by the `Company
please refer to the section titled under “Outstanding Litigations” on page no. 90 of this Letter of Offer.




                                                       59
6.   IFCI Limited (IFCI)

At the time of independence in 1947, India's capital market was relatively under-developed. Although there
was significant demand for new capital, there was a dearth of providers. Merchant bankers and
underwriting firms were almost non-existent and commercial banks were not equipped to provide long-
term industrial finance in any significant manner.

It is against this backdrop that the government established IFCI on 1st July 1948, as the first Development
Financial Institution (DFI) in the country to cater to the long-term finance needs of the industrial sector.
The newly established DFI was provided access to low-cost funds through the Central Bank's Statutory
Liquidity Ratio (SLR), which in turn enabled it to provide loans and advances to corporate borrowers at
concessional rates.

This arrangement continued until the early 1990s when it was recognized that there was need for greater
flexibility to respond to the changing financial system. It was also felt that IFCI should directly access the
capital markets for its fund requirements. It is with this objective that the constitution of IFCI was changed
in 1993 from a statutory corporation to a company under the Indian Companies Act, 1956. Subsequently,
the name of the company was also changed to "IFCI Limited" w.e.f. October 1999.

Directors of IFCI

Mr. P. S. Shenoy
Mr. Atul Kumar Rai
Mr. K. Sridhar
Mr. V. K. Saxena
Mr. S. Ravi
Prof. I. M. Panday
Mr. R. M. Malla

Shareholding pattern of IFCI as on 31st December 2005

                           Category                               No. of Shares held     % of Shareholding
Non Promoter's Holding
Mutual Funds and UTI                                                        57,18,382                    0.90
Banks, Financial Institutions, Insurance Companies                       24,85,61,794                   38.92
FIIs                                                                      5,60,72,686                    8.78
                                                  Sub Total              31,03,52,862                   48.59
Others
Private Corporate Bodies                                                  7,02,26,161                   11.00
Indian Public                                                            25,38,71,484                   39.75
NRIs / OCBs                                                                 42,25,255                    0.66
                                                  Sub Total              32,83,22,900                   51.41
Grand Total                                                              63,86,75,762                  100.00

Financial details of IFCI for the past three years
                                                                                                (Rs. in Lacs)
Particulars                                                     2004-05          2003-04         2002-03
Total Income                                                       131785           110517           143324
Net Profit after Tax                                              (44340)         (322978)          (25970)
Equity Capital                                                      63868            63868            63868
Reserves (excluding revaluation reserves)                           21462            21836            22910
Net Worth                                                        (318369)         (285550)            37819
Earning Per Share (Rs.)                                              (5.79)         (51 .28)          (4.78)




                                                     60
Share Price Data

The Highest and lowest market price of the equity shares on the BSE during the past six months is given
below:

      Date             High (Rs.)           Low (Rs.)           Close (Rs.)
July 2005                     13.55               17.85                 13.25
August 2005                   17.05               18.25                 15.30
September 2005                16.95               18.45                 15.15
October 2005                  16.15               16.40                 11.40
November 2005                 12.40               13.72                  9.29
December 2005                 10.48               10.72                  9.52
January 2006                  10.00               12.77                 10.00

The company is not a sick company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995.

There has been no change in the capital structure and the Company has not made an issue of equity shares
during the past three years.

Litigation details pertaining to IFCI

For details on litigations and disputes pending against the Company and defaults made by the Company
please refer to the section titled under “Outstanding Litigations” on page no. 90 of this Letter of Offer.

* NOTE: THE INFORMATION RELATING TO THE PROMOTERS GENERALLY AND IN
PARTICULAR CONCERNING FINANCIAL DETAILS AND OTHER INFORMATION IS BASED
ON THE INFORMATION RECEIVED BY THE COMPANY FROM THE PROMOTERS AND
WHICH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED. EXCEPT AS
PROVIDED HEREIN THE COMPANY HAS NOT RECEIVED ANY UPDATED INFORMATION
IN RESPECT TO FINANCIAL DETAILS AND OTHER INFORMATION WITH REGARDS TO
THE OPERATIONS OF THE PROMOTER COMPANIES.

The Company confirms that the Permanent Account Numbers, Bank Account Numbers, the Company
registration numbers and the address of the Registrar of Companies of the promoters companies are
registered, will be submitted to the BSE (designated stock exchange) and NSE at the time of filing this
Draft Letter of Offer with them.




                                                   61
                                      XI. FINANCIAL STATEMENT

FINANCIAL INFORMATION

                                           AUDITORS REPORT

The Board of Directors
GIC Housing Finance Ltd.
P.M. Road,
Mumbai - 400001

Dear Sirs,

Re: Proposed Rights Issue

Offer to issue and allot 2,69,25,533 Equity Shares of Rs.10/- between a price band to be determined by the
Company on Rights basis in the ratio of 1 Equity Share for every 1 Equity Shares held.

We have examined the financial information contained in the statements annexed to this report i.e.
Annexures 1 to 12 which are proposed to be included in the Letter of Offer of GIC Housing Finance Ltd. in
connection with the proposed Rights Issue as required by Clause B of Part II part of Schedule II of the
Companies Act, 1956 and Guidelines titled Securities and Exchange Board of India (Disclosure and
Investor Protection) Guidelines, 2000 (‘Guidelines’) issued by the Securities and Exchange Board of India
(SEBI) in pursuance of Section 11 of the Securities and Exchange Board of India Act, 1992, and we report
that :

1.   We have examined the ‘Statement of Profits and Losses’ of the Company for each of the financial
     years ending 31st March, 2001, 31st March, 2002, 31st March, 2003, 31st March, 2004, 31st March,
     2005, & half year ended on September 30, 2005 and ‘Statement of Assets and Liabilities’ as at those
     dates enclosed as Annexure-1 and Annexure-2 to this report and confirm that:

     i.    These statements reflect the profits and losses and assets and liabilities for each of the relevant
           periods as extracted from the Profit and Loss Accounts for the Financial years ended 31st March
           2001, 31st March, 2002, 31st March 2003, 31st March 2004, 31st March 2005 and half year ended
           on September 30, 2005 and the Balance Sheets as on those dates audited by us, after making
           therein the disclosures and adjustments required to be made in accordance with the provisions of
           paragraph 6.18.7 (iv)(a) & (b) of the Securities and Exchange Board of India (Disclosures and
           Investor Protection) Guidelines, 2000, to the extent applicable.

     ii.   The Significant Accounting Policies adopted by the Company as on September 30, 2005 are
           enclosed as Annexure-3 to this report.

2.   We have examined the ‘Statement of Accounting Ratios’ of the Company for each of the five financial
     years ended 31st March 2001, 31st March 2002, 31st March 2003, 31st March 2004, 31st March 2005,
     and the half year ended September 30, 2005 enclosed as Annexure-4 to this report and confirm that
     they have been correctly computed from the figures as stated in the ‘Statement of Profits and Losses’
     and ‘Statement of Assets and Liabilities’ of the Company referred to in paragraph 1 (i) above.

3.   We have examined the accompanying ‘Statement of Related Party Disclosure’ to the extent applicable
     for the half year ended September 30, 2005 and the corresponding previous year enclosed as
     Annexure-5 to this report and confirm that the relationships and transactions between the Company
     and its related parties have been appropriately reported in accordance with ‘AS-18’ Related Party
     Disclosures’ issued by The Institute of Chartered Accountants of India.




                                                      62
4.   We have examined the ‘Statement of Dividend Paid’ by the Company in respect of each of the years
     ended 31st March, 2001, 31st March, 2002, 31st March, 2003, 31st March, 2004 and 31st March, 2005
     on the Shares of the Company, enclosed as Annexure-6 to this report and confirm that it correctly
     records the dividend paid in respect of each of those years.

5.   We have examined the ‘Statement of Tax Shelter’ for the years ended 31st March, 2001, 31st March,
     2002, 31st March, 2003, 31st March, 2004, 31st March, 2005, and the half year ended September 30,
     2005 enclosed as Annexure-7 to this report and report that, in our opinion it correctly reflects the ‘Tax
     Shelter’ for each of those years and period.

6.   We have examined the ‘Cash Flow Statement’ in respect of each of the years ended 31st March, 2001,
     31st March, 2002, 31st March, 2003, 31st March, 2004, 31st March, 2005 and the half year ended
     September 30, 2005 enclosed as Annexure-8 to this report and confirm that, in our opinion, these
     statements have been prepared by the Company in accordance with the requirement of Accounting
     Standards 3 (Cash Flow Statements) issued by the Institute of Chartered Accountants of India.

7.   We have examined the ‘Statement of Secured & Unsecured Loans’ as on September 30, 2005 enclosed
     as Annexure-9 and Annexure-10 to this report and confirm that they have been correctly extracted
     from the figures as stated in the ‘Statement of Assets and Liabilities’ of the Company referred to in
     paragraph 1 (i) above.

8.   We have examined the ‘Statement of Capitalization Pre-Issue’ as on September 30, 2005 enclosed as
     Annexure-11 to this report and confirm that they have been correctly extracted from the figures as
     stated in the ‘Statement of Assets and Liabilities’ of the Company referred to in paragraph 1 (i) above.

9.   We have examined the ‘Statement of Other Income in respect of each of the years ended 31st March,
     2001, 31st March, 2002, 31st March, 2003, 31st March, 2004, 31st March, 2005, and the half year
     ended September 30, 2005 enclosed as Annexure-12 to this report and confirm that they have been
     correctly extracted from the figures as stated in the ‘Statement of Profits and Losses’ of the Company
     referred to in paragraph 1 (i) above.

     We further report that the information mentioned in the above paras 2-9 above has been correctly
     computed from the figures as stated in the statements of Profits and Losses and Assets and Liabilities
     referred to in paragraph 1 above.

     This report is intended solely for your information for inclusion in the Letter of Offer in connection
     with the proposed Rights Issue of the Company and is not to be used, referred to or distributed for any
     other purpose without our prior written consent.



M/s M. P. Chitale & Co.
Chartered Accountants

Place: Mumbai
Dated: January 25, 2006




                                                     63
                                                                                                  Annexure – 1
                                                  GIC Housing Finance Ltd.
                                                Statement of Profits and Losses
                                                                                                           Rs. in lacs
Particulars                                                     For the Financial Year                 Six Months
                                              2000-2001   2001-2002 2002-2003 2003-2004    2004-2005    30.09.2005
Income:
Operating Income                                 9,095       9,163       9,676     9,920     12,453           7,583
Investment and other Income                         85          74          77        90        108              38
                                 Total (A)       9,180       9,237       9,753    10,010     12,561           7,621
Expenditure:
Interest                                         6,849       7,599       7,272     6,990      7,865           4,784
Staff Expenses                                     153         162         199       185        236             128
Other Expenses                                     347         383         450       567        808             425
Miscellaneous expenses written off                   6           6           5         5         10               5
Depreciation                                        72          56          43        40         44              23
Non-Performing assets written off                  965         342         823       200          -               -
Provision for Non-performing assets (Net)          145         521         201       565      1,524             386
                                  Total (B)      8,537       9,069       8,993     8,552     10,487           5,751
Net Profit Before Tax and Extra
ordinary Items (A-B)                               643         168         760     1,458      2,074           1,870
Less: Taxation                                     210         150         235       526        856             473

Deferred Tax Assets                                  -       (102)       (136)     (180)      (558)           (124)
Fringe Benefit Tax                                   -           -           -         -          -               3
Extraordinary Items                                  -           -           -         -          -               -
Net Profit After Tax and Extra ordinary
items                                              433         120         661     1,112      1,776           1,518




                                                              64
                                                                                                          Annexure – 2
                                                  GIC Housing Finance Ltd.
                                              Statement of Assets and Liabilities
                                                                                                                   Rs. in Lacs
  Particulars                                                  Position as at Financial Year Ended               Six Months
                                                     31-Mar-01 31-Mar-02 31-Mar-03 31-Mar-04 31-Mar-05           30-Sep-05

A Housing Loans:                                        62,742      70,839          84,758   110,900   157,819      171,149
  Less: Provision for non performing Loans                 410         693           1,061     1,562     3,086        3,451
                                                         62,332      70,146         83,697   109,338   154,733       167,698
B Fixed Assets
  Gross Block                                              584          598           617       652       666             676
  Less: Depreciation                                       252          308           344       382       380             402
  Net Block                                                332          290           273       270       286             274
  Less: Revaluation Reserve                                  -            -             -         -         -               -
  Net Block after Revaluation Reserve                       332         290           273       270       286             274
C Investments
  Cost of Investments                                    1,699        1,489          1,488     1,387     1,379           1,476
  Less: Provision for Non Performing Investments           671          802          1,033     1,218     1,218           1,239
                                                          1,028         687           455       169       161             237
D Current Assets:
  Sundry Debtors (Secured)                                1,395         745            826       677       320           422
  Cash and Bank Balance                                   1,269       2,201          1,388     1,611     1,707         1,815
  Loans & Advances                                        3,163       3,148          3,666     4,491     4,554         5,021
  Other Current Assets                                      311         149             98       199        93           377
                                                          6,138       6,243          5,978     6,978     6,674         7,635
  Total E =A+B+C+D                                       69,830      77,366         90,403   116,755   161,854       175,844
F Deferred Tax Asset                                          -         238            375       555     1,113         1,237
G Total Assets - G= A + B +C+D+F                         69,830      77,604         90,778   117,310   162,967       177,081

  Loan Funds, Current Liabilities and Provision
H Liabilities & Provisions
  Loan Funds:
  Secured Loans                                         59,276      66,435          74,375    89,521   127,022      141,694
  Unsecured Loans                                          155         102           5,022    15,018    20,005       17,503
                                                         59,431      66,537         79,397   104,539   147,027       159,197

I Current Liabilities and Provisions                      2,132       2,717          2,611     3,189     3,633         4,053
  Total J =H+I                                           61,563      69,254         82,008   107,728   150,660       163,250

K Net Worth (K =G-J)                                      8,267       8,350          8,770     9,582    12,307        13,831
  Represented by:
L Share Capital                                           1,797       1,797          1,797     1,797     2,693         2,693
M Reserves                                                6,486       6,563          6,978     7,785     9,652        11,172
N Misc. Expenditure not written-off                          16          10              5         -        38            34

O Total = L+ M – N                                        8,267       8,350          8,770     9,582    12,307        13,831




                                                              65
                                                ANNEXURE - 3

       SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON SUMMARY STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES:

1.      SYSTEM OF ACCOUNTING:

        The Company adopts the accrual concept in the preparation of the Financial Statements, following
        the historical cost convention.

2.      PROVISIONING FOR HOUSING LOANS AND INVESTMENTS:

i.      Housing loans and inter corporate loans are classified into “Performing” and “Non-Performing” assets
        in terms of guidelines laid down by the National Housing Bank. Housing loans are classified as
        standard, sub-standard, doubtful and loss assets.
ii.     Provisions for non-performing assets and investments are made on a periodic review in accordance
        with the directives/guidelines laid down by the National Housing Bank.

3.      INCOME ON HOUSING LOANS:

i.      Repayment of housing loans is by way of Equated Monthly Installments (EMI) comprising principal
        and interest. Interest is calculated on the outstanding loan balance at the beginning of every month.
        EMIs commence once the entire loan is disbursed. Pending commencement of EMIs Pre-EMI interest
        is payable every month.
ii.     Interest on Housing Loans which are classified as Non- performing assets is recognised on realisation
        as per the directives/guidelines laid down by National Housing Bank.
iii.    Penal Interest, Fees and Other Charges are recognised when received.

4.      INVESTMENTS:

i.      Investments are accounted and valued at cost plus incidental expenditure incurred in connection with
        acquisition.
ii.     Investments are classified into two categories, i.e., Long-term investments and Current investments.
iii.    Income on Investments which are classified as Non performing is recognised on realisation as per the
        directives/guidelines laid down by National Housing Bank.

5.      FIXED ASSETS:

        Fixed Assets are capitalised at cost.

6.      DEPRECIATION:

        Depreciation on Fixed Assets is provided on the reducing balance method at the rates specified by
        Schedule XIV of the Companies Act, 1956.

7.      RETIREMENT BENEFITS:

i.      Contribution to Provident Fund is charged to accounts on accrual basis.
ii.     Provision for leave encashment has been made on the basis of actuarial valuation.
iii.    Gratuity is accounted for on the basis of the premium paid to Life Insurance Corporation of India
        under the Group Gratuity Scheme.

8.      MISCELLANEOUS EXPENDITURE:

        Right Issue expenses are amortised over a period of five years.



                                                     66
                                                                                                   Annexure – 4
                                                  GIC Housing Finance Ltd.
                                                Statement of Accounting Ratio
                                                                                                            Rs. in Lacs
                                                                       Financial Year                      Six Months
    Particulars                                      2000-2001 2001-2002 2002-2003 2003-2004 2004-2005     30-09-2005
 1.
 a. Net Profit after tax                                   433         120        661     1,112    1,776          1,518
 b. No. of Equity Shares                                   180         180        180       180      269            269
    Earning per share=
    Net profit after tax/No. of equity shares             2.41         0.67       3.67     6.17     7.60           5.64
 2.
 a. Net Profit after tax                                   433          120        661    1,112    1,776         1,518
 b. Net worth                                            8,267        8,350      8,770    9,582   12,307        13,831

    Return on Net Worth=                                  0.05         0.01       0.08     0.12     0.14           0.11
    Net Profit after tax/Networth
 3.
 a. No. of Equity Shares                                   180          180        180      180      269           269
 b. Net Worth                                            8,267        8,350      8,770    9,582   12,307        13,831

    Net Asset Value per share =                          45.93        46.38      48.72    53.23    45.75          51.41
    Net worth/ No. of Equity Shares
Note: Ratios not in Lacs

                                                  GIC Housing Finance Ltd.
                                                Statement of Accounting Ratio

                                                       F.Y.      F.Y.      F.Y.      F.Y.      F.Y.        Six Months
    Particulars                                      2000-2001 2001-2002 2002-2003 2003-2004 2004-2005      30.09.2005

    CAPITAL ADEQUACY (%)                                11.47        12.48      14.85    12.64    12.30         13.14

    DEBT/EQUITY RATIO (TIMES)                            7.19         7.97       9.05    10.91    11.95         11.51

    INTEREST COVERAGE RATIO (TIMES)                      1.09         1.02       1.10     1.21     1.26           1.39

    CURRENT RATIO (TIMES)                                2.88         2.30       2.29     2.19     1.84           1.88




                                                                67
                                           ANNEXURE – 5

      Disclosure Required as per Accounting Standard 18 (AS 18) - 'Related Party Disclosure'

The company has related party relationships with various parties/companies from the financial year 2000-
2001 to 2004-05 and six months ended September 30, 2005.

List of Related Parties:

General Insurance Corporation of India, The New India Assurance Company Ltd., National Insurance
Company Ltd., The Oriental Insurance Company Ltd., United India Insurance Company Ltd., Shri A. K.
Guha (Managing Director) and Shri B. P. Deshmukh (Director)

The Company has related party transactions as follows.

Financial Year        Name of the party                Nature of transaction       Amount (Rs in Lacs)
                                              Repayment of Secured Loans                 2,183
  2000-2001           GIC and Subsidiaries.   Interest Paid                              2012
                                              Insurance Premium Paid                       16
                                              Repayment of Secured Loans                13,147
  2001-2002           GIC and Subsidiaries.   Interest Paid                              1264
                                              Insurance Premium Paid                       15
                                              Repayment of Secured Loans                    0
  2002-2003           GIC and Subsidiaries.   Interest Paid                                0.2
                                              Insurance Premium Paid                     14.02
                                              Repayment of Secured Loans                    0
  2003-2004           GIC and Subsidiaries.   Interest Paid                                 0
                                              Insurance Premium Paid                       40
                Shri A. K. Guha               Salary                                      5.05
                (Managing Director)*          Contribution to Pension and other
                * Shri A. K. Guha is funds                                               0.33
                appointed      as    Managing Perquisites                                 3.46
                Director of the Company with Total:                                      8.84
  2004-2005 effect from 21st June 2004.
                                              Housing Loan Balance as on 31.03.05.        1.66
                The remuneration is for the
                full year. Housing Loan was   Maximum Balance During the year            1.96
                sanctioned prior to his (Previous Year - Nil)
                appointment as Managing
                Director.
                Shri A. K. Guha               Salary                                      3.82
                (Managing Director)*          Contribution to Pension and other
                * Shri A. K. Guha is funds                                                0.17
Half-year ended appointed      as    Managing Perquisites                                 0.73
 30.09.2005. Director of the Company with Total:                                         4.72
                effect from 21st June 2004.
                                              Housing Loan Balance as on 30.09.05.        3.80
                The above remuneration is
                for the half year.            Maximum Balance during the half year
                                              (Previous Year – Rs. 1,07,388)             4.00
                Shri B. P. Deshmukh           Housing Loan Balance as on 30.09.05.        1.56
                (Director)
Half-year ended
                Housing Loan was sanctioned
 30.09.2005.
                prior to his appointment as   Maximum Balance during the half year       3.35
                Director.                     (Previous Year – Rs. 4,13,497)




                                                   68
                                                                                     Annexure - 6
                                         GIC Housing Finance Ltd.
                                 Statement of Dividend Paid and Tax Thereon

                                    F.Y.        F.Y.       F.Y.       F.Y.       F.Y.     Six Months
Particulars                      2000-2001    2001-2002 2002-2003 2003-2004 2004-2005 30.09.2005
No. of Shares                      17,974,572 17,974,572 17,974,572 17,974,572 26,925,533 26,925,533
Paid up value                              10         10         10         10         10          10
Rate of Dividend                         10%        10%     12.50%        15%        15%        N.A.
Dividend on above (Rs.)            17,974,572 17,974,572 22,468,215 26,961,858 40,388,300            -
Tax on proposed dividend (Rs.)      1,833,406          -  2,878,740  3,454,488  5,664,459            -




                                                    69
                                                                                        Annexure - 7
                                          GIC Housing Finance Ltd.
                                          Statement of Tax Shelter
                                                                                                 Rs. in Lacs
                                                         Financial Year                        Six Months
Particulars                         2000-2001 2001-2002 2002-2003 2003-2004     2004-2005      30.09.2005

Profit before taxation as per            643       168       760       1,458          2,075            1,871
Profit and Loss a/c
Rate of Income Tax                    39.55%    35.70%    36.75%     35.875%      36.5925%          33.66%
Tax at Notional Rate                      254        60       279         523           759             630

Adjustments:

Provision for NPA                        145       521       201         565          1,524             386
Difference in depreciation                (6)         8         3           1            (2)               3
Dividend income exempt u/s 10(33)        (23)      (11)      (28)        (23)          (28)             (17)

OTHER ADJUSTMENTS
Miscellaneous Expenditure                   6         6         6           5             -                -
Provision for leave Encashment              -         -         5           2            11                -
Provision for Bonus                         -         -         -           -             1                -
(Profit)/Loss on sale of Invt.             20      (17)         -           -             -                -
(profit)/ Loss on Sale of Asset             2         -       (1)           -             -                -
Deduction u/s 36(1)(viii)               (292)     (270)     (345)       (555)       (1,250)            (881)
Prior Period Adjustments                    -         -         7           -             -                -
Net Adjustment                          (148)       237     (152)         (5)           256            (509)
Tax Expense/(Shelter)                    (58)        85      (56)         (1)            94            (171)

Tax on profits                           196       145       223         522            853             459




                                                     70
                                                                                                   Annexure - 8
                                                 GIC Housing Finance Ltd.
                                                  Statement of Cash Flows
                                                                                                      Rs in Lakhs
                                                                   For the Financial Year              Six Months
Particulars                                      2000-2001     2001-2002 2002-2003 2003-2004 2004-2005 30.09.2005

A: Cash Flow From Operating Activities:
Net profit before tax and extra ordinary items         643            168        760      1,457         2,075       1,871
Adjusted for:
Depreciation                                            72             56         43          41           44          23
Miscellaneous Expenditure Written off                    6              5          5           5           10           5
Non performing Assets written off                      965            342        823        200             -           -
Provision for doubtful debts                           145            521        202        565         1,524         386
Prior Period Adjustments (Net)                        (57)              -          7           -            9           -
(Profit)/Loss on Sale of Investments                    20           (17)       (13)         (3)         (32)        (15)
Dividend and interest income on investment               -              -       (47)       (42)          (29)        (17)
Operating Profit before Wk. Capt. Changes            1,794          1,075      1,780      2,223         3,601       2,253
Adjusted for:
(Increase)/Decrease in Current Assets               (1,083)           737      (569)      (857)           400       (853)
Increase/(Decrease) in Current Liabilities            (489)           585      (150)        532           310         824
Operating Profit After Wk. Capt. Changes                222         2,397      1,061      1,898         4,311       2,224
Adjusted for:
(Increase)/Decrease in Housing Loans                (5,199)        (8,439)   (14,324)   (26,141)     (46,919)     (13,330)
Cash generated from Operating Activity              (4,977)        (6,042)   (13,263)   (24,243)     (42,608)     (11,106)
Taxation                                              (228)          (150)      (264)      (561)        (913)        (476)
Net cash generated from Operating Activity          (5,205)        (6,192)   (13,527)   (24,804)     (43,521)     (11,582)
B: Cash Flow from Investment Activities:
Acquisition of Fixed Assets (Net)                      (12)           (14)       (26)       (36)         (61)         (10)
Purchase of Investments                             (2,165)        (6,141)   (22,000)   (16,330)     (82,964)     (50,478)
Sale of Investment                                    2,421          6,368     22,013     16,434       83,005       50,395
Dividend and Interest income on investment                -              -         47         42           29           17
Net cash Generated from Investment Activity             244            213         34        110            9         (76)
C: Cash Flow from Financing Activities:
Calls unpaid Received (Including Premium)                -              -          -          -             2           -
Amount Recd. on Rights Issues (Incl. Premium)            -              -          -          -         1,436           -
Loans Borrowed (Net of Repayments)                   5,302          7,107     12,861     25,141        42,488      12,170
Share issue Expenses                                     -              -          -          -          (48)           -
Dividend                                             (180)          (180)      (180)      (225)         (270)       (404)
Net cash generated from Financing Activity           5,122          6,927     12,681     24,916        43,608      11,766

Net Cash & Cash Equivalents Generated                  161            948      (812)        222            96         108
Cash & Cash Equivalents as at beginning of
                                                     1,919          2,080      2,201      1,389         1,611       1,707
the Year
Cash & Cash Equivalents as at end of the
                                                     2,080          3,028      1,389      1,611         1,707       1,815
Year




                                                              71
                                                                                       Annexure - 9
                                            GIC Housing Finance Ltd.
                                           Statement of Secured Loans
                                                                                               Rs. in Lacs

Particulars                                         September 30, 2005   Rate of      Date of Last
                                                                         Interest     Instalment
Secured Loans:
From Scheduled Banks

VIJAYA BANK                                                     3,998         6.25%   17.07.2009
VIJAYA BANK - II                                                4,498         6.25%   06.01.2010
THE KALYAN JANATA SAHAKARI BANK LTD.                             158          6.75%   27.03.2008
NEW INDIA CO-OP.BANK LTD.                                       1,170         6.75%   31.03.2010
ANDHRA BANK                                                     2,483         6.25%   13.09.2008
ANDHRA BANK - II                                                5,000         6.25%   19.11.2011
ANDHRA BANK - III                                               3,437         6.75%   29.06.2012
BANK OF PUNJAB LTD. (III)                                       2,374         6.40%   25.06.2010
PUNJAB NATIONAL BANK (I)                                        3,121         6.25%   30.09.2010
PUNJAB NATIONAL BANK (II)                                       9,992         6.25%   04.07.2010
BANK OF INDIA (III)                                             1,500         6.50%   01.10.2006
BANK OF INDIA (IV)                                              3,500         6.50%   21.03.2009
BANK OF INDIA (V)                                               4,375         6.50%   01.07.2012
BANK OF INDIA (VI)                                             10,000         6.50%   23.03.2013
ORIENTAL BANK OF COMMERCE                                       7,996         6.25%   29.08.2009
ORIENTAL BANK OF COMMERCE - II                                  5,000         6.25%   10.02.2010
STATE BANK OF INDORE                                            4,999         6.35%   10.09.2010
STATE BANK OF HYDERABAD                                         4,999        6.314%   05.03.2011
STATE BANK OF HYDERABAD - II                                    9,998         6.10%   22.11.2008
UNION BANK OF INDIA                                            10,000         6.25%   12.03.2013
UNION BANK OF INDIA - II                                        9,996         6.25%   10.09.2013
LORD KRISHNA BANK                                               2,000         6.35%   17.03.2010
STATE BANK OF MYSORE                                            5,000         6.31%   30.07.2011
SYNDICATE BANK                                                  9,000         6.50%   27.09.2014
BANK OF MAHARASHTRA                                             5,000         6.22%   30.06.2010
CANARA BANK                                                     9,832         6.45%   23.08.2011
CORPORATION BANK                                                2,268         6.50%   27.09.2013

From National Housing Bank                                         -        -              -

 The loans are secured by way of first charge on
book-debts equivalent to loan outstanding.

Total                                                         141,694




                                                      72
                                                                          Annexure - 10
                          GIC Housing Finance Ltd.
                        Statement of Unsecured Loans
                                                                       Rs. in Lacs
                                            As on 30/09/05
Particulars            Amount    Interest Rate          Repayment Schedule

Unsecured Loans
Canara Bank            5,000        5.70%                    10.12.2005
Andhra Bank            7,500        5.85%                    22.12.2005
Karnataka Bank Ltd.    5,000        5.75%                    05.02.2006

                                                       Last Date of Repayment
Deposits from Public     3         12.50%                    22.04.2006

Total                  17,503




                                     73
                                                                                  Annexure – 11
                                GIC Housing Finance Ltd.
                           Statement of Capitalisation Statement
                                                                                      Rs. in Lacs
                                                     Pre-issue as at     As Adjusted for issue
                 Particulars                           30/9/2005       based on 30/9/2005 figures

Short Term Debt                                          17,503                 17,503
(Repayable in one year)

Long Term Debts
From Schedule Banks                                     141,694                 141,694
Interest accrued and Due                                   -                       -
(Secured by way of first charge on book-debts
equivalent to loan outstanding)

From National Housing Bank                                  -                      -
(secured by way of first charge on book-debts
equivalent to loan outstanding)

Total                                                   159,197                 159,197


Shareholders Fund
Share Capital                                            2,693                    [•]
Reserves                                                 11,172                   [•]
Total Shareholders Funds                                 13,865                   [•]




                                                74
                                                                                 Annexure - 12
                                       GIC Housing Finance Ltd.
                                       Statement of Other Income
                                                                                        Rs. in Lacs
                                                 For the Financial Year               Six Month
Particulars                       2000-2001 2001-2002 2002-2003 2003-2004 2004-2005   30.09.2005

Dividend                               23        11         28       23        28             17
(Gross, Tax deducted at source
Rs. Nil; Previous year Rs. Nil)

Interest on Investments                22        19         19       19         1                -

Other Interest                         31         3         11       12        31                6
(Gross Tax deducted at source)
Profit on Sale of Investment             -       17         12        4        32             15

Other income                            9        24          7       32        16                -

Total                                  85        74         77       90       108             38




                                                  75
FINANCIAL INFORMATION OF GROUP COMPANIES

GROUP COMPANIES*

1.   GIC Asset Management Company Limited (GIC AMC):

GIC AMC was incorporated on 25th May 1993. It was promoted by GIC and the four Public Sector
General Insurance Companies to manage the operations and investments of GIC Mutual Fund.

The directors on the board of GIC AMC are:
Mr. R K. Joshi
Mr. V. H. Pandya
Mr. M. Raghavendra
Mr. Ramdas L. Baxi

Financial details of GIC AMC for the past three years
                                                                                      Rs. in Lacs
Particulars                                             2004-05      2003-04           2002-03
Total Income                                                301          457                 658
Net Profit after Tax                                          15         172                 319
Equity Capital                                             2000         2000               2000
Reserves (excluding revaluation reserves)                    Nil          Nil                Nil
Net Assets Value (Rs.)                                     18.14        17.99              16.28
Earning Per Share (Rs.)                                     0.07         0.86               1.59

The company is not a sick company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995.

There has been no change in the capital structure and the Company has not made an issue of equity shares
during the past three years.

Litigation details pertaining to GIC AMC

For details on litigations and disputes pending against the Company and defaults made by the Company
please refer to the section titled under “Outstanding Litigations” on page no. 90 of this Letter of Offer.

2.   Loss Prevention Association of India Limited (LPA):

LPA is engaged in promoting safety and loss control through education, training and consultancy in India
and abroad since 1978. Its work involves both education and engineering aspects of safety. LPA is a
company limited by guarantee without Share Capital. It is promoted by General Insurance Corporation of
India Limited, The New India Assurance Company Limited, Oriental Insurance Company Limited,
National Insurance Company Limited and United India Insurance Company Limited.

The directors on the board of LPA are:
Mr. K. Sridhar
Mr. M. Ramadoss
Mr. V. Ramasaamy
Mr. M. K. Garg
Mr. Jai Hiremath
Dr. K. C. Mishra
Mr. B. Chakrabarti
Mr. Lalit Kumar
Mr. R. K. Joshi
Mr. T. R. Viswanathan




                                                   76
Financial details of Loss Prevention Association of India Limited for the past three years
                                                                                             Rs. in Lacs
Particulars                                             2004-05         2003-04               2002-03
Total Income                                                 455             452                     498
Net Profit after Tax                                          (8)              5                      44
Equity Capital                                              N.A             N.A                     N.A
Reserves (excluding revaluation reserves)                    468             468                     453
Net Assets Value (Rs.)                                      N.A             N.A                     N.A
Earning Per Share (Rs.)                                     N.A             N.A                     N.A

The company is not a sick company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995.

There has been no change in the capital structure and the Company has not made an issue of equity shares
during the past three years.

Litigation details pertaining to LPA

For details on litigations and disputes pending against the Company and defaults made by the `Company
please refer to the section titled under “Outstanding Litigations” on page no. 90 of this Letter of Offer.

3.   UTI Bank Limited (UTI Bank):

UTI Bank was the first private sector bank to be set up under the new guidelines issued in 1993 by the
Government of India, consequent to announcement of a policy of reform of the Indian financial sector. The
bank was promoted by erstwhile Unit Trust of India, LIC, GIC, NICL, New India, United India and OICL.
Unit Trust of India contributed the entire initial capital of Rs. 100 crores.

UTI Bank obtained the Certificate of Incorporation on 3rd December 1993 and the Certificate of
Commencement of Business on 14th December 1993. Its first branch at Ahmedabad was opened in April
1994. The bank has over 318 branches (including 9 service branches) and 95 extension counters as on date
in metropolitan, urban and semi urban areas and has developed a wide customer base. The bank also has
1820 ATMs as on 31.12.2005

The directors on the board of UTI Bank are:
Mr. P.J. Nayak
Mr. Surendra Singh
Mr. N.C. Singhal
Mr. A. T. Pannir Selvam
Mr. J. R. Varma
Dr. R. H. Patil
Ms. Rama Bijapurkar
Mr. R. B. L. Vaish
Mr. S. Chatterjee
Mr. M. V. Subbiah
Mr. S. B. Mathur
Mr. Ramesh Ramanathan

Financial details of UTI Bank for the past three years
                                                                                             Rs. in Lacs
Particulars                                             2004-05         2003-04               2002-03
Total Income                                             233998          212686                 187528
Net Profit after Tax                                      33458           27831                   19218
Equity Capital                                            23780           23158                   23019
Reserves (excluding revaluation reserves)                213439           90484                   68792
Earning Per Share (Rs.)                                    14.32           12.06                   10.00



                                                      77
Shareholding pattern of UTI Bank as on 31st March 2005

Category                                                  No. of Shares held         % of Shareholding
Promoter’s Holding
Promoters
Indian Promoters                                                     12,20,51,199                   43.81
Sub-Total                                                            12,20,51,199                   43.81
Non Promoter’s Holding
Institutional Investors
Mutual Funds and UTI                                                   1,95,68,374                   7.02
Banks, Financial Institutions, Insurance Companies                       15,71,389                   0.56
FIIs                                                                   5,92,38,328                  21.27
Sub-Total                                                              8,03,78,091                  28.85
Others
Private Corporate Bodies                                                 33,47,499                   1.20
Indian Public                                                          1,53,21,513                   5.50
NRIs/OCBs                                                                 2,36,978                   0.09

Any Other
HSBC Asia Pacific Holdings UK                                         3,39,50,000                   12.19
Bank of New York – Depository                                         2,32,85,720                    8.36
Sub-Total                                                             7,61,41,710                   27.33
Grand Total                                                          27,85,71,000                  100.00

Share Price Data:

The highest and lowest market price of the equity shares on the BSE during the past six months is given
below:

        Month                  High (Rs.)            Low (Rs.)
July 2005                            273.80               242.00
August 2005                          284.40               241.05
September 2005                       290.80               248.00
October 2005                         268.00               220.00
November 2005                        274.50               228.00
December 2005                        315.00               269.05
January 2006                         373.00               286.35

The Company is not a Sick Company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995.

There has been no change in the capital structure and the Company has not made an issue of equity shares
during the past three years.

Litigation details pertaining to UTI Bank

For details on litigations and disputes pending against the Company and defaults made by the `Company
please refer to the section titled under “Outstanding Litigations” on page no. 90 of this Letter of Offer.




                                                     78
VENTURES PROMOTED BY THE PROMOTERS:

1.   Ventures promoted by GIC

     i.     Agricultural Insurance Company of India (AICIL): AICIL was incorporated on 20th
            December 2002 under the Companies Act, 1956 with a paid up share capital of Rs. 200 crores to
            transact in crop insurance and other allied agriculture business in India. AICIL was formed to take
            over agricultural insurance, which was operated by GIC of India since inception of the scheme.
            GIC of India promoted AICIL in collaboration with NABARD and the four erstwhile subsidiary
            companies of GIC of India. GIC of India holds 35% equity stake in AICIL.

     ii.    GIC AMC: GIC and its erstwhile subsidiaries floated a Mutual Fund in the year 1991.
            Subsequently in 1993, as per SEBI regulations GIC AMC was formed. GIC and its erstwhile
            subsidiaries hold 40%, SOROS holds 40% and the rest is held by GICHFL.

     iii. India International Pte, Singapore: The operations of the erstwhile subsidiary companies in
          Singapore were merged and the Company was formed collectively by GIC and its erstwhile
          subsidiary companies to carry out non-life business in Singapore. The shares of this Company are
          not listed.

     iv. Kenindia Assurance Co. Limited, Nairobi: It is a composite Life and Non-Life Insurance
         Company. The share capital is being held by the GIC and its erstwhile subsidiaries (45%, 9% by
         each), LIC of India holds 10% and locals hold the balance.

     In addition, GIC of India has subscribed to 30% of the initial Share Capital (i.e. $US 65,000) of LIC
     (Mauritius) Offshore Limited. LIC of India is holding the balance capital.

2.   Ventures promoted by The National Insurance Company Limited

     i.     UTI Bank Limited
     ii.    GIC Asset Management Company Limited
     iii.   Oriental Capital Assurance Berhard (formerly known as United Oriental Assurance Berhard)
     iv.    India International Insurance Pte. Limited
     v.     Kenindia Assurance Company Limited
     vi.    Agricultural Insurance Company of India Limited
     vii.   GIC Housing Finance Limited

3.   Ventures promoted by United India Insurance Company Limited:

     i. Zenith Securities & Investments Limited
     ii. GIC Housing Finance Limited
     iii. GIC Asset Management Company Limited
     iv. UTI Bank Limited
     v. Oriental Capital Assurance Berhard (formerly known as United Oriental Assurance Berhard)
     vi. India International Insurance Pte. Limited
     vii. Kenindia Assurance Company Limited
     viii. Agricultural Insurance Company of India Limited

4.   Ventures promoted by New India:

     i.     The New India Assurance Company (Sierra Leone) Limited
     ii.    The New India Assurance Company (Trinidad & Tobago) Limited
     iii.   Kenindia Assurance Company Limited
     iv.    India International Insurance Pte Limited




                                                       79
5.    Ventures promoted by IFCI:

      Subsidiaries

      i.      IFCI Venture Capital Funds Limited
      ii.     IFCI Financial Services Limited

      IFCI Lead*

    i. Assets Care Enterprise Limited
    ii. North India Technical Consultancy Organisation Limited
    iii. Madhya Pradesh Consultancy Organisation Limited
    iv. HARDICON Limited
    v. ICRA Limited
    vi. Himachal Consultancy Organisation Limited
    vii. Foremost Factors Limited
    viii. Rajasthan Consultancy Organisation Limited
    ix. Tourism Finance Corporation of India Limited
* IFCI has taken a lead role in promoting these companies.

FINANCIAL DETAILS OF VENTURES PROMOTED BY THE PROMOTERS

 1.         Agricultural Insurance Company of India Limited (AICIL)
            Date of Incorporation: 20th December 2002
            Nature of Activities: Crop Insurance and other allied agriculture business
                                                                                         Rs in Lacs
             Financial Details                                         2004-05            2003-04
             Total Income                                               54972              20569
             Net Profit after Tax                                       16846                 (83)
             Equity Capital                                             20000              20000
             Reserves (excluding revaluation reserves)                   8461                  Nil
             Earning per share (Rs.)                                      8.38              (4.08)
             Net Assets Value (NAV)                                        NA                  NA

2.    GIC Asset Management Company Limited

      For financial details please refer under the heading Group Company details.

3.    India International Pte, Singapore
      Date of Incorporation: 3rd December 1987
      Nature of Activities: General Insurance and reinsurance
                                                                                   In Singapore Dollars (SGD)
        Financial details                                           For the year ended 31st December
                                                                      2003              2002              2001
        Total Income                                            163481733         120922222         77256770
        Net Profit after Tax                                     12683079          11814684         13784549
        Equity Capital                                           25000000          25000000         25000000
        Reserves (excluding revaluation reserves)               110552173          99331594         88491910
        Net Asset Value per share                                     5.42              4.97              4.54
        Earning per share (SGD.)                                      0.51               0.47             0.55




                                                         80
4.   Kenindia Assurance Co. Limited, Nairobi
     Date of incorporation: 06th December 1978.
     Nature of Activities: General Insurance and Life Insurance.
                                                                                              Rs in Lacs
      Financial details                                        For the year ended 31st December
                                                                2004            2003                2002
      Total Income                                            19478            13763              13433
      Net Profit after Tax                                       516             614                 549
      Equity Capital                                            1881            1773               1569
      Reserves (excluding revaluation reserves)                  856             807               1011
      Net Asset Value per share                               269.27          221.18            195.07
      Earning per share (Rs.)                                  15.89           20.10              20.31

5.     UTI Bank Limited

       For financial details please refer under the heading Group Company details.

6.     Oriental Capital Assurance Berhard (formerly known as United Oriental Assurance Berhard)
       Date of Incorporation: 27th December 1976
       Nature of Activities: General insurance and re insurance
                                                                  In Malaysian Ringit '000
        Financial details                               For the year ended 31st December
        Total Income                                             2003               2002
        Net Profit after Tax                               128381.00            120099.00
        Equity Capital                                      19323.00             15254.00
        Reserves (excluding revaluation reserves)          100013.00            100013.00
        Net Worth                                           33469.00             21346.00
        Earning per share (In RM)                          133482.00            121359.00
                                                                19.30               15.30

7.     Zenith Securities & Investments Limited
       Date of Incorporation: 28th March 1916
       Nature of Activities: Investments
                                                                                             Rs in Lacs
        Financial details                                   2004-05            2003-04        2002-03
        Total Income                                             82                 52              17
        Net Profit after Tax                                     81                 72              13
        Equity Capital                                           10                 10              10
        Reserves (excluding revaluation reserves)               235                161              92
        Earning per share (Rs.)                                 806                722             126
        Net Assets Value (Rs.)                                    -                  -                -

8.    The New India Assurance Company (Sierra Leone) Limited
      Date of Incorporation: 14th May 1973
      Nature of Business: General Insurance
                                                           Figures in local currency Leone in '000
        Financial details                              For the year ended 31st December
                                                         2003               2002             2001
        Total Income                                 25876.00        (35272.00)        82687.00*
        Net Profit after Tax                      (105167.00)        (35272.00)         (6594.00)
        Equity Capital (Called up)                     500.00            500.00            500.00
        Reserves (excluding revaluation reserves)  (18843.00)          86324.00        121596.00
        Net Worth                                  (18343.00)          86824.00        122096.00
       * Premium written less reinsurance.




                                                    81
9.    The New India Assurance Company (Trinidad & Tobago) Limited
      Date of Incorporation: 1977
      Nature of Business: General Insurance
                                                Figures in local currency Trinidad & Tobago USD in '000
       Financial details                                      For the year ended 31st December
                                                             2003                 2002            2001
       Total Income                                     35464.00             32027.00               —
       Net Profit after Tax                              4604.00               7543.00         4695.00
       Equity Capital                                   17617.00             17617.00        17617.00
       Reserves (excluding revaluation reserves)        12203.00               7599.00           56.00
       Net Worth                                        29820.00             25216.00        17673.00

10.   IFCI Venture Capital Funds Limited
      Date of Incorporation: 1975
      Nature of Business: Project Financing
                                                                                            Rs in Lacs
       Financial details                                   2004-05           2003-04          2002-03
       Total Income                                            351               227               243
       Net Profit after Tax                                    236                84                54
       Equity Capital                                          785               785               785
       Reserves (excluding revaluation reserves)               457               265               182
       Net Asset Value (Rs.)                                 15.82             13.38             12.31
       Earning per share (Rs.)                                3.01              1.07              0.69


11.   IFCI Financial Services Limited
      Date of Incorporation: 4th January 1995
      Nature of Business: Stock Broking, Corporate Sales Agent for General Insurance and Life
       Insurance, DP Services, Selling of Mutual Funds.
                                                                                    Rs in Lacs
        Financial details                               2004-05      2003-04          2002-03
        Total Income                                        274           233              125
        Net Profit after Tax                                 94            87               19
        Equity Capital                                      690           675              675
        Reserves (excluding revaluation reserves)           462           401              337
        Net Asset Value (Rs.)                             16.12         15.77            14.77
        Earning per share (Rs.)                            1.43          1.30             0.29

12.   Assets Care Enterprise Limited
      Date of Incorporation: 11th June 2002
      Nature of Business: Asset Reconstruction and Securitisation
                                                                                            Rs in Lacs
       Financial details                                   2004-05           2003-04          2002-03
       Total Income                                             26                81                 4
       Net Profit after Tax                                      1                 6                 0
       Equity Capital                                          500               500               500
       Reserves (excluding revaluation reserves)                 7                 6                 0
       Net Asset Value (Rs.)                                 10.15             10.12             10.00
       Earning per share (Rs.)                                0.03              0.12              0.00




                                                   82
13.   North India Technical Consultancy Organization Limited
      Date of Incorporation: 28th March 1984
      Nature of Business: Consultancy Services
                                                                                        Rs in Lacs
       Financial details                                   2004-05            2003-04     2002-03
       Total Income                                            105                 96           94
       Net Profit after Tax                                      6                  6            3
       Equity Capital                                           10                 10           10
       Reserves (excluding revaluation reserves)                42                 39           35
       Net Asset Value (Rs.)                                 60.70              60.70        29.79
       Earning per share (Rs.)                                   -                  -            -

14.   Madhya Pradesh Technical Consultancy Organisation Limited
      Date of Incorporation: 23rd March 1979
      Nature of Business: Industrial Consultancy and to promote entrepreneurship through self-
      employment.
                                                                                     Rs in Lacs
       Financial details                             2003-04#         2002-03          2001-02
       Total Income                                    263.49         260.88            187.20
       Net Profit after Tax                             11.20            1.28             0.63
       Equity Capital                                   20.00           20.00            20.00
       Reserves (excluding revaluation reserves)        39.82            3.08             2.96
       Earning per share (Rs.)                         559.80           63.86            31.37
       Networth                                         59.82           30.88            29.61
       # Provisional

15.   HARDICON Limited
      Date of Incorporation: 11th June 1985
      Nature of Business: Industrial, Financial and Management Consultancy.
                                                                                        Rs in Lacs
       Financial details                                   2004-05            2003-04     2002-03
       Total Income                                          55.45              49.82        57.64
       Net Profit after Tax                                    1.04              0.70         2.18
       Equity Capital                                        10.00              10.00        10.00
       Reserves (excluding revaluation reserves)               4.59              4.73         4.89
       Networth                                               10.81              9.90         9.48
       Earning per share (Rs.) (Face Value Rs. 100)          10.00               7.00        22.00

16.   ICRA Limited
      Date of Incorporation: 16th January 1991
      Nature of Business: Credit Rating, Advisory Services, and Information Services.
                                                                                        Rs in Lacs
       Financial details                                   2004-05            2003-04     2002-03
       Total Income                                           4145               4000         3655
       Net Profit after Tax                                    810               1106          986
       Equity Capital                                          881                881          881
       Reserves (excluding revaluation reserves)              7533               7071         6468
       Net Asset Value (Rs.)                                 95.51              90.24        83.37
       Earning per share (Rs.) (Face Value Rs. 100)           9.20              12.56        11.20




                                                   83
17.   Himachal Consultancy Organisation Limited
      Date of Incorporation: 10th February 1977
      Nature of Business: Technical Consultancy and Training.
                                                                                            Rs in Lacs
       Financial details                                     2004-05         2003-04          2002-03
       Total Income                                            70.37           83.12             70.37
       Net Profit after Tax                                     1.29             1.41             1.29
       Equity Capital                                          15.00           15.00             15.00
       Reserves (excluding revaluation reserves)               13.31           12.96             13.31

18.   Foremost Factors Limited
      Date of Incorporation: 14th December 1995
      Nature of Business: Factoring of Domestic and Export receivables.
                                                                                            Rs in Lacs
       Financial details                                     2004-05         2003-04          2002-03
       Total Income                                              434             553               466
       Net Profit after Tax                                      119             142                 93
       Equity Capital                                           2000            2000              2000
       Reserves (excluding revaluation reserves)                 336             329                186
       Earning Per Share (Rs.)                                  0.59             0.71              0.47

19.   Rajasthan Consultancy Organisation Limited
      Date of Incorporation: 16th March 1978
      Nature of Business: Technical Consultancy, Training.
                                                                                            Rs in Lacs
         Financial details                                   2004-05         2003-04          2002-03
         Total Income                                           10.77            9.47             12.07
         Net Profit after Tax                                  (6.02)         (1 1 .53)         (11.21)
         Equity Capital                                         20.00           20.00             20.00
         Reserves (excluding revaluation reserves)               4.00            4.00              4.00
         Net Asset Value (Rs.)                               Negative        Negative         Negative
         Earning Per Share (Rs.)                                    -                 -               -

20.   Tourism Finance Corporation of India Limited
      Date of Incorporation: 27th January 1989
      Nature of Business: Financing of tourism related projects
                                                                                            Rs in Lacs
       Financial details                                     2004-05         2003-04          2002-03
       Total Income                                             8115            9125             11661
       Net Profit after Tax                                     1422            1271               971
       Equity Capital                                           6742            6742              6742
       Reserves (excluding revaluation reserves)                 105            9903              9243
       Earning Per Share (Rs.)                                  2.11             1.89              1.44
       Net Asset Value (Rs.)                                   25.22           24.68             23.69

      The Highest and lowest market price of the equity shares on the BSE during the past six months is
      given below:
        Month                       Highest (Rs.)            Lowest (Rs.)
        July 2005                       24.40                   17.60
        August 2005                     24.30                   20.00
        September 2005                  24.50                   18.10
        October 2005                    19.75                   14.70
        November 2005                   19.40                   16.00
        December 2005                   18.45                   16.50
        January 2006                    20.70                   16.85



                                                     84
      Shareholding Pattern of the Company:

       Category                                             No. of Shares held      % of Shareholding
       Promoter’s Holding
       Promoters
       Indian Promoters                                               2,94,64,879                43.70
       Sub-Total                                                      2,94,64,879                43.70
       Non Promoter’s Holding
       Institutional Investors
       Mutual Funds and UTI                                             1,21,000                  0.18
       Banks, Financial Institutions, Insurance Companies              36,50,785                  5.42
       Sub-Total                                                       37,71,785                  5.59
       Others
       Private Corporate Bodies                                         72,19,325                10.71
       Indian Public                                                  2,54,67,437                37.77
       NRIs/OCBs                                                        14,49,574                 2.15

       Any Other
       Trust and Foundation                                                46,100                 0.07
       Sub-Total                                                      3,41,82,436                50.70
       Grand Total                                                    6,74,19,100               100.00

The details of litigations involving the ventures promoted by Promoters are mentioned under the
heading "Outstanding Litigations".

* NOTE: THE INFORMATION RELATING TO THE COMPANIES PROMOTED BY THE
PROMOTERS GENERALLY AND IN PARTICULAR CONCERNING FINANCIAL DETAILS
AND OTHER INFORMATION IS BASED ON THE INFORMATION RECEIVED BY THE
COMPANY FROM THE PROMOTERS AND WHICH INFORMATION HAS NOT BEEN
INDEPENDENTLY VERIFIED. EXCEPT AS PROVIDED HEREIN THE COMPANY HAS NOT
RECEIVED ANY UPDATED INFORMATION IN RESPECT TO FINANCIAL DETAILS AND
OTHER INFORMATION WITH REGARDS TO THE OPERATIONS OF THE COMPANIES
PROMOTED BY THE PROMOTERS.

DISASSOCIATION WITH CERTAIN COMPANIES

Companies listed below have been acted as the Promoters of the Company. However the said companies
have since sold their share holding and do not have any significant influence on the Company.

    SBI
    ICICI
    Erstwhile UTI
    HDFC




                                                    85
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS AS REFLECTED IN THE FINANCIAL STATEMENTS

The following selected financial data have been prepared in accordance with Indian Accounting Standards,
in conjunction with our financial statements and related notes and "Management's Discussion and Analysis
of Financial Condition and Results of Operations". The audited financial statements have been prepared in
Indian Rupees and have been prepared in accordance with Indian Accounting Standards for the fiscal years
ended 2003, 2004 and 2005. For detailed financial statements, prepared in accordance with Indian
Accounting Standards, as required by Guidelines, please refer "Auditor's Report" of this Letter of Offer.

Overview of the Company:

GIC Housing Finance Limited was incorporated as 'GIC Grih Vitta Limited' on 12th December 1989. The
Company was issued the Certificate for Commencement of business dated 12th January 1990. The name
has been changed to its present name vide fresh Certificate of Incorporation issued on 16th November
1993. The Company was formed with the objective of entering in the field of direct lending to individuals
and other corporates to accelerate the housing activities in India. The primary business of GICHFL is
granting housing loans to individuals and to persons/entities engaged in construction of houses/flats for
residential purposes.

The Company was promoted by General Insurance Corporation of India and its erstwhile subsidiaries
namely, National Insurance Company Limited, The New India Assurance Company Limited, The Oriental
Insurance Company Limited and United India Insurance Company Limited together with erstwhile UTI,
ICICI, IFCI, HDFC and SBI, all of them contributing to the initial share capital. HDFC, SBI, ICICI and
SUUTI have since sold off their holding in the Company and have ceased to be the Promoters of the
Company.

GIC Housing Finance Limited is in the business of providing housing finance to individuals and those into
construction business. GICHFL offers the following products to its customers:

Own Your Home Scheme:

This scheme is suited to individual home loan borrowers, aiming to own a house. The Company offers a
bouquet of options to the borrower in terms of tenure, rate of interest and value added services.

Home loan to NRI:

This product caters to the needs of NRIs who want to purchase their own home in India. Generally these
transactions prove to be very fruitful to the Company because of the creditworthiness of the NRI as well as
the high value of the transaction.

Tailor made products:

The Company has designed tailor made products to suit individual needs and specifications depending on
various criteria.




                                                    86
 Statement of Profit and Loss for the fiscals ended March 31,2003,2004 and 2005.
                                                                                                   Rs. Lacs
                                                               2002-2003       2003-2004        2004-2005
Income:
Operating Income                                                      9,676            9,920           12,453
Investment and other Income                                              77               90              108
                                                  Total (A)           9,753           10,010           12,561
Expenditure:
Interest                                                              7,272            6,990             7,865
Staff Expenses                                                          199              185               236
Other Expenses                                                          450              567               808
Miscellaneous expenses written off                                        5                5                10
Depreciation                                                             43               40                44
Non-Performing assets written off                                       823              200                 -
Provision for Non-performing assets (Net)                               201              565             1,524
                                              Total (B)               8,993            8,552            10,487
Net Profit Before Tax and Extra ordinary Items (A-B)                    760            1,458             2,074
Less: Taxation                                                          235              526               856
Deferred Tax Assets                                                   (136)            (180)             (558)
Extraordinary Items                                                       -                -                 -
Net Profit After Tax and Extra ordinary items                           661            1,112             1,776

 The following discussion of our financial condition and results of operations should be read together with
 the audited financial statements for each of the fiscals ended 31st March 2003, 2004 and 2005, including
 the notes thereto and the reports thereon, which appear elsewhere in this Letter of Offer. The audited
 financial statements are prepared in accordance with Indian Accounting Standards.

 The fiscal ends on 31st March of each year, so all references to a particular fiscal are to the twelve-month
 period ended 31st March of that year.

 2005 v/s 2004

 The operating income of the Company is up by 25.53% to Rs. 12453 lacs up from the previous year figure
 of Rs. 9920 lacs. The total sanctions for the year was Rs. 80461 lacs as compare to Rs. 55076 lacs in the
 previous year. The disbursement for the period is Rs. 65923 lacs as compared to the previous
 disbursements amounting to Rs. 44881 lacs.

 The absolute amount of interest cost of the Company has gone up from Rs. 6990 lacs in the previous year
 to Rs. 7865 lacs. However due to prudent loan restructuring with loans of various maturity buckets, the
 average cost of borrowing for the Company has gone down from 7.60% for the year ended 31-03-2004 as
 compared to 6.25% for the year ended 31-03-2005.

 NPAs written off and provisioning for NPAs was done to the tune of Rs. 1524 lacs as against the previous
 year figure of Rs. 765 lacs.

 As a consequence of this the PBT of the Company is Rs. 2074 lacs showing a growth of 42.25% over the
 previous year figure. PAT has also increased to Rs. 1776 lacs registering an impressive growth of 60%
 over the previous year.




                                                     87
2004 v/s 2003

The operating income of the Company is up by 2.52% to Rs. 9920 lacs up from the previous year figure of
Rs. 9676 lacs. The total sanctions for the year was Rs. 55076 lacs as compare to Rs. 33285 lacs in the
previous year. The disbursement for the period is Rs. 44881 lacs as compared to the previous
disbursements amounting to Rs. 29559 lacs.

The interest cost of the Company has come down from Rs. 7272 lacs in the previous year to Rs. 6990 lacs
inspite of increase in business. The average cost of borrowing for the Company is 7.60% for the year ended
31-03-2004 as compared to 9.97% for the year ended 31-03-2003.

NPAs written off and provisioning for NPAs was done to the tune of Rs. 765 lacs as against the previous
year figure of Rs. 1024 lacs.

As a consequence of this the PBT of the Company is Rs. 1458 lacs showing a growth of 91 % over the
previous year figure. PAT has also increased to Rs. 1112 lacs registering an impressive growth of 68%
over the previous year.

2003 v/s 2002

The operating income of the Company has shown an increase from Rs. 9163 lacs to Rs. 9676 lacs. This
was primarily due to increase in fees & other charges.

The interest expended by the Company has reduced by 5% during the said period. The Company has spent
Rs. 7272 lacs as against the previous year amount of Rs. 7599 lacs because of renegotiating the interest
with the existing lenders, inspite of substantial increase in business. During this period the Company had
approved loans to the tune of Rs. 33285 lacs as compared to the previous year figure of Rs. 25743 lacs. The
disbursements made by the Company during the year were Rs. 29559 lacs as compared to Rs. 22519 lacs
during the previous year.

NPAs written off and provisioning for NPAs was done to the tune of Rs. 1024 lacs as against the previous
year figure of Rs. 863 lacs.

PBT during the period was up to Rs. 760 lacs from Rs. 168 lacs showing an increase of 352%. This was
due to lower interest cost and higher income by way of fees and other charges.

PAT has also shown the same trend going up to Rs. 661 lacs against the previous year figure of Rs. 120
lacs thereby registering an increase by 450%.

Unusual or infrequent events and transaction
There were no unusual or infrequent events or transactions during the last 3 years.

Known trend or uncertainties
Other than as described in this Letter of Offer, to our knowledge, there are no known trends or
uncertainties that have or had or are expected to have a material adverse impact on revenue or income of
the Company from continuing operations.

Future relationship between cost and revenue
The relationship between cost and revenues is directly linked to the cost of borrowing and lending. The
business strategy of the Company is such that its spreads will be maintained irrespective of the cost of
funds and revenue generated.

Status of any publicly announced new products or business segment.
There are no new products/business segments, which the Company has entered into.




                                                     88
Extent of seasonality in the business
The business of the Company is of providing housing finance and is not seasonal in nature.

Any significant dependence on any one customer or supplier
The Company does not depend on any single customer or supplier. Its major customers are individuals
whose base is well spread out.

Competitive Conditions

The competition in the housing finance sector has increased tremendously with many players (mainly
banks) entering into the market in the recent years. Commercial Banks have entered the housing finance
sector in a big way, attracted as they are backed by the mortgage-based security, and helped by their access
to large funds at a relatively low-cost. Also housing finance is now classified as priority sector lending for
banks and therefore more banks are entering this field.

Competition has propelled the players to engage in price wars. Aggressive rate cuts were employed by the
players to attract consumers. Housing loan rates have inched by 0.50 to 0.75% in the last one-year. The
benchmark 10-year government securities (G-sec) rate itself increased by around 0.50% from January 1
2005. In the scenario where the interest rates are going up HFCs will find pressure on their interest
margins.

Other reason that resulted in keeping the interest rate on housing loans under check is the fact that there is
enough liquidity in the system. Banks are flush with funds but have limited deployment avenues. Since the
housing finance segment is showing good growth rates, banks are diverting funds in this sector making the
competition stiffer.

Details of adverse events affecting the Company since the last financial statement
No circumstances have arisen since the date of the last financial statement that materially adversely
affects/ likely to affect the trading or profitability of the Company or the value of its assets or its ability to
pay its liabilities within the next twelve months.

Material Developments
There are no material developments from the date of last balance sheet as disclosed in this Letter of Offer.

Working Results

Information relating to the Company sales, gross profit etc. as required by the Ministry of Finance Circular
No. F2/5/SE/76 dated February 5, 1977 read with the amendments of No. dated March 8, 1977 as under:

The unaudited and unadopted working results of the Company for the period from 1st April, 2005 upto
28th February 2006 (11 months) are as given as under:

             Particulars                                            Rs. in Lacs
             Operating Income                                               14033
             Other Income                                                       73
             Total Expenditure                                              10148
             Gross Profit                                                    3958
             Depreciation                                                       42
             Profit Before Tax and Extraordinary Items                       3916
             Extraordinary/Exceptional/Prior Period Item                         -
             Tax Provision                                                    782
             Profit After Tax                                                3134
             Paid-up Equity Capital                                          2692
             EPS (non annualised) (Rs.)                                      11.64




                                                        89
                               XII. LEGAL AND OTHER INFORMATION

 OUTSTANDING LITIGATIONS

 Except as described below, there is no outstanding litigation, suits or civil or criminal prosecutions,
 proceedings before any judicial, quasi-judicial, arbitral or administrative tribunals, including pending
 proceedings for violation of statutory regulations or alleging criminal or economic offences or tax liabilities
 against the Company & its Directors that would have a material adverse effect on the business and there are
 no defaults, non-payments or overdue of statutory dues, institutional/bank dues and dues payable to holders
 of debentures or fixed deposits and arrears of cumulative preference shares that would have a material
 adverse effect on the business.

 Further, as of the date of filing this Letter of Offer with SEBI, there are no show cause notices/claims
 served on the Company & its Directors from any statutory authority / revenue authorities other than those
 mentioned herein in below that would have a material adverse effect on the business.

 In relation to all litigations mentioned herein below, except for the case filed by the Company under
 Section 138 of the Negotiable Instruments Act, 1881 civil suits filed by the Company, Notices issued by the
 Company for recovery of revenue under Revenue recovery Act and also in respect of proceedings initiated
 under the Securitirisation Act in case of any adverse ruling, the Company may be liable to pay the amount
 demanded/decreed, if any, and amount deposited, if any, by the Company with the concerned authorities in
 this regard may be liable to be forfeited to the extent of the demand/ decree, if any. The cases under Section
 138 of the Negotiable Instruments Act, 1881 has been filed by the Company in respect of dishonour of
 cheques issued in favour of the Company.

 I. Litigations filed by the Company

 A. Civil Cases:

 The Company has filed 17 civil suits against individuals and 8 civil suits against corporate bodies for
 recovery of outstanding dues.

Sr.        Defendant/         Court where        Nature of the case &             Status            Financial
No.        Respondent           Pending              particulars                                   Implication,
                              Suit/Petition                                                           (Rs.)
                                   No
1.    Smt. Bindhu and Mr. Revenue              The Company had              Revenue Recovery             1,76,127
      R. Radhakrishna Pillai Recovery          advanced housing loan to     Action initiated
                             Tribunal,         the defendant and the        under the Act. The
                             Trivandrum        same is to be collected as   Respondent had
                             District          if it were an arrears of     filed a writ
                                               land revenue.                petition. Writ
                                                                            petition disposed of
                                                                            pending outcome
                                                                            of recovery
                                                                            proceedings
2.    Mr. J. Vijay            District and   The Company has filed           Suit decreed in the         3,25,717
      Raghavan, Mr.           Sessions Court this recovery suit for         favor of the
      Ramesh and Mr.          Judge, Delhi   recovery of housing loan       Company.
      Jagdish Bapat                          amount advanced to the         Execution petition
                              O.S. No.       defendants together with       filed.
                              105/05         interest payable as per the
                                             loan agreement.




                                                       90
Sr.        Defendant/          Court where       Nature of the case &             Status           Financial
No.        Respondent            Pending              particulars                                 Implication,
                               Suit/Petition                                                         (Rs.)
                                    No
3.    Mr. Ram Prakash         Court of        The Company has filed         Matter posted to             39,590
      Sharma and others       Senior Civil    this recovery suit for        11/1/2006 for cross
                              Judge, Delhi    recovery of housing loan      examination of
                                              amount advanced to the        Branch Manager
                              O.S. No. 75/03 defendants together with
                                              interest payable as per the
                                              loan agreement.
4.    Smt. Anu Pandey and     District and    The Company has filed         Matter posted to           4,10,505
      Mr. Yogesh Kumar        Sessions        this recovery suit for        3/1/2006 for cross
                              Court, Delhi    recovery of housing loan      examination of
                                              amount advanced to the        Anu Pandey
                              O.S. No. 28/03 defendants together with
                                              interest payable as per the
                                              loan agreement.
5.    Smt Uma Singh           Court of        The Company has filed         Matter posted to             55,448
                              Senior Civil    this recovery suit for        26/5/05. Pending
                              Judge, Delhi    recovery of housing loan      for publication in
                                              amount advanced to the        newspaper
                              O.S. No.        Defendants together with
                              117/03          interest payable as per the
                                              loan agreement.
6.    M/s. Shaili             District Judge, The Company has filed          The written           10,59,74,334
      Constructions Private   Hyderabad       this recovery suit for        statement has been
      Limited and others                      recovery of housing loan      filed by the
                              O.S.No.         amount advanced to the        defendant. The
                              76/2004.        defendants together with      matter is posted to
                                              interest payable as per the   for framing of
                                              loan agreement.               issues.



7.    Mr. Anuj Kumar          Court of Civil   The Company has filed       Pending                     5,50,625
      Sharma and others       Judge (S.D.)     this recovery suit for
                              Ghaziabad        recovery of housing loan
                                               amount advanced to the
                                               defendants together with
                                               interest payable as per the
                                               loan agreement.




                                                      91
Sr.       Defendant/        Court where      Nature of the case &              Status            Financial
No.       Respondent          Pending             particulars                                   Implication,
                            Suit/Petition                                                          (Rs.)
                                 No
8.    Crescent Housing     Madras High The Company has filed             Interlocutory order      4,47,94,037
      Private Limited      Court          this recovery suit for         passed to restrain
                                          recovery of short-term         the defendants not
                           No. 670/97     loan advanced to the           to change the
                                          defendants towards             purpose of the
                                          construction together with     advance made by
                                          interest payable as per the    the Company to the
                                          loan agreement.                defendants for
                                                                         conversion of
                                                                         residential flats to
                                                                         service apartments,
                                                                         pending disposal of
                                                                         the civil suit has
                                                                         been granted by the
                                                                         court and that the
                                                                         order is still in
                                                                         force.
9.    Mr. Syed Abdul       City Civil      The Company has filed         Written statement          30,74,378
      Rasheed and others   Judge,          this recovery suit for        has been filed by
                           Bangalore       recovery of housing loan      the Defendants
                                           advanced to the
                           O.S. No.        defendants together with
                           1069/03         interest payable as per the
                                           loan agreement.



10. Citi Builders Pvt. Ltd. Bombay High    The Company has filed         Property attached        1,46,30,586
    (Mr. Jassu H. Bhatia) Court            this recovery suit for        by Income Tax
    and others                             recovery of project loan      Department
                            No. 1497/97    amount advanced for
                                           construction of houses to
                                           the defendants together
                                           with interest payable as
                                           per the loan agreement.


11. Seasons Builders       Bombay High     The Company has filed         Suit filed.                25,00,000
    Private Limited and    Court           this recovery suit for        Amendment of
    others                                 recovery of project loan      plaint sought.
                           No. 3835/97     amount advanced for
                                           construction of houses to
                                           the defendants together
                                           with interest payable as
                                           per loan agreement.




                                                  92
Sr.        Defendant/          Court where       Nature of the case &             Status            Financial
No.        Respondent            Pending              particulars                                  Implication,
                               Suit/Petition                                                          (Rs.)
                                    No
12. JHB Construction          Bombay High The Company has filed              Official Receiver       6,72,74,063
    Private Limited           Court           this recovery suit for        appointed.
                                              recovery of short-term
                              No. 868/99      loan amount advanced for
                                              construction of a
                                              commercial cum
                                              residential housing project
                                              to the defendants together
                                              with interest payable as
                                              per loan agreement.
13. Mr. Govindharajan         Principal       The Company has filed          The matter is              5,88,284
    and others                District Judge, this recovery suit for        posted for filing of
                              Tiruchirappalli recovery of housing           written statement
                                              construction loan amount      on the part of the
                              O.S. No.        advanced to the               defendant.
                              271/04          defendants together with
                                              interest payable as per
                                              loan agreement.


14. Mr. Joseph Manoharan Sub Judge,      The Company has filed     The suit is decreed                  6,16,489
    and others           Tiruchirappalli this recovery suit for   in our favour. Steps
                                         recovery of housing      are being taken for
                         O.S. No.        construction loan amount execution
                         261/04          advanced to the
                                         defendants together with
                                         interest payable as per
                                         loan agreement.


15. Mrs. Junaitha Hussain Sub Judge,      The Company has filed    Pending                              4,13,959
    and others            Tiruchirappalli this recovery suit for
                                          recovery of housing
                          O.S. No.        construction loan amount
                          1193/04         advanced to the
                                          defendants together with
                                          interest payable as per
                                          loan agreement.


16.   Kandala Group           Principal       The Company has filed         The suit has been        1,17,84,668
      Constructions Private   Subordinate     this recovery suit for        decreed in our
      Limited                 Judge,          recovery of project loan      favour. Steps are
                              Thiruvanthapu   amount advanced for           being taken for
                              ram             construction of houses to     execution of the
                                              the defendants together       decree.
                              O.S. No.        with interest payable as
                              230/99          per the loan agreement.




                                                      93
Sr.       Defendant/        Court where      Nature of the case &               Status           Financial
No.       Respondent          Pending             particulars                                   Implication,
                            Suit/Petition                                                          (Rs.)
                                 No
17. M/s. Citizens Builders Bombay High The Company has filed              Orders passed           3,04,16,966
    and others             Court          this recovery suit for          directing the Court
                                          recovery of project loan        Receiver to take
                           No. 36/02      amount advanced for             physical possession
                                          construction of houses to       of the properties
                                          the defendants together         with respect to 20
                                          with interest payable as        flats mortgaged the
                                          per the loan agreement.         Company


18. M/s. Vora Estate      Bombay High       The Company has filed       Pending                   5,14,18,083
    Developers and others Court             this recovery suit for the
                                            recovery of short-term
                            No. 3339/02     loan advanced for
                                            construction of residential
                                            housing project to the
                                            defendants with interest
                                            payable as per loan
                                            agreement.

19. Mr. Mahesh              Court of        The Company has filed          The suit has been        35,33,956
    Rewachand Khanna        Hon’ble Judge this recovery suit for          decreed in our
    and others              (S.D.) at Thane recovery of housing loan      favour. Execution
                                            amount advanced to the        application already
                            No. 151/04      defendants together with      filed.
                                            interest payable as per the
                                            loan agreement.



20. Mr. Rajendrakumar       Court of        The Company has filed       Application for ex-          4,86,574
    Satapa Khumase          Hon’ble Judge this recovery suit for        parte hearing is
                            (S.D.) at Thane recovery of housing loan made
                                            amount advanced to the
                            No. 153/05      defendants together with
                                            interest payable as per the
                                            loan agreement.



21. Mr. Anil Jethalal       Court of        The Company has filed        Summons served             10,80,263
    Bheda and others        Hon’ble Judge this recovery suit for        on the Defendant
                            (S.D.) at Thane recovery of housing loan
                                            amount advanced to the
                            No. 278/04      defendants together with
                                            interest payable as per the
                                            loan agreement.




                                                    94
Sr.        Defendant/          Court where       Nature of the case &              Status           Financial
No.        Respondent            Pending              particulars                                  Implication,
                               Suit/Petition                                                          (Rs.)
                                     No
22.   Mr. Jasjit Singh Bhatty Court of        The Company has filed          Steps initiated for       45,62,724
      and others              Hon’ble Judge this suit for recovery of        forcible possession
                              (S.D.) at Thane housing loan amount
                                              advanced to the
                              No. 2399/03     defendants and for
                                              declaration that the suit
                                              property stands duly and
                                              validly mortgaged in
                                              favour of the Company
                                              and that it is valid
                                              subsisting and binding
                                              upon the defendants.
23.   Mr. Sunil Sundar        The Hon’ble     The Defendant had              Matter posted to           4,47,068
      Shettigar and Ors.      Court of the    applied for a housing loan     1/3/06.
                              Civil Judge     of Rs. 3 lacs in
                              (S.D.), Thane September, 2001. From
                                              the date of issue of the
                                              loan amount till
                                              September 2002, 10
                                              cheques issued by the
                                              Defendant have been
                                              dishonored. The
                                              Company has filed this
                                              suit for recovery of
                                              money advanced
24.   Mr. D. A. Patel and     The Hon’ble     The Company had                Matter posted to          11,45,806
      Ors.                    Court of the    advanced a loan of Rs. 10      1/2/06.
                              Civil Judge,    lacs to the Defendant in
                              Thane           the year 2002. The
                                              Defendant committed
                                              several defaults in the
                                              repayment of monthly
                                              installments The
                                              Company has filed this
                                              suit for recovery of
                                              money advanced
25.   Smt. Vijaya Prabhu      City Civil      This is a recovery suit        Matter posted to          13,15,479
      and Ors.                Judge Court,    filed by the Company for       20/2/2006
                              Bangalore       the recovery of
                                              Rs.13,15,479/- with
                              O.S. No.        interest at 14% p.a. on Rs.
                              8852/2004       6,75,000/- as also penal
                                              interest on the pre EMI
                                              with pending outstanding
                                              in a sum of Rs. 6,40,479/-
                                              in entirety upto the date of
                                              realization.




                                                       95
B. Criminal Cases filed under Section 138 of the Negotiable Instruments Act:

The Company has filed a total of 16 complaints against builders and corporate clients and 54 complaints
against individual parties under Section 138 of the Negotiable Instruments Act for dishonour of cheques
issued in favour of the Company.

The detailed particulars of these cases are specified in the table below:

 Sr.      Name of the Accused                  Court where Pending & Complaint No                 Amount
 No.                                                                                              (in Rs.)
  1.    Shaili      Constructions    Metropolitan Magistrate Criminal Court, Hyderabad             50,00,000
        Private Limited and others   CC No. 189/01
  2.    Hamco       Mining      &    Metropolitan Magistrate, Ballard Pier, Mumbai                  1,03,562
        Smelting Limited and         CC. No. 2226/SS/05
        others
  3.    Hamco       Mining      &    Metropolitan Magistrate, Ballard Pier, Mumbai                 50,00,000
        Smelting Limited and         CC. No. 4328/SS/05
        others
  4.    M/s. Vora Developers and     Metropolitan Magistrate, Ballard Pier, Mumbai                1,00,00,000
        others                       CC No 1814/2005
  5.    Electrex India Limited       Metropolitan Magistrate, Ballard Pier, Mumbai                 10,00,000
        and others                   CC No. 738/SS/04
  6.    M/s. Citizen Builders and    Metropolitan Magistrate, Ballard Pier, Mumbai                2,50,00,000
        others                       CC No. 2271/SS/2000
  7.    Season Builders Private      Metropolitan Magistrate, Ballard Pier, Mumbai                  1,35,000
        Limited and others           CC No. 1164/SS/2005
  8.    Season Builders Private      Metropolitan Magistrate, Ballard Pier, Mumbai                 10,00,000
        Limited and others           CC No. 1165/SS/2005
  9.    Season Builders Private      Metropolitan Magistrate, Ballard Pier, Mumbai                 10,00,000
        Limited and others           CC No. 1168/SS/2005
  10.   Shri Jassu H. Bhatia,        Metropolitan Magistrate, Ballard Pier, Mumbai                  2,39,584
        proprietor of M/s. Citi      CC No. 872/S/2002
        Builders
  11.   JHB Construction Private     Metropolitan Magistrate, Ballard Pier, Mumbai                1,00,00,000
        Limited and others           CC No 1113/SS/2002
  12.   JHB Construction Private     Metropolitan Magistrate, Ballard Pier, Mumbai                1,70,00,000
        Limited and others           CC No 2690/SS/2005
  13.   JHB Construction Private     Metropolitan Magistrate, Ballard Pier, Mumbai                1,00,00,000
        Limited and others           CC No 2691/SS/2005
  14.   JHB Construction Private     Metropolitan Magistrate, Ballard Pier, Mumbai                 50,00,000
        Limited and others           CC No 2692/SS/2005
  15.   Mr. V.A.S. Anand Kumar       Metropolitan Magistrate, Egmore, Chennai                       1,35,000
                                     CC. No. 2819/04
  16.   M/s Kandala Construction Additional      Chief          Judicial    Magistrate   Court,    50,00,000
        Private Limited and others Thiruvananthapuram
  17.   Mr. Sardar Jaspal Singh      Chief Metropolitan Magistrate, Patiala House, New Delhi          25,000
                                     CC. No. 372/04
  18.   Mr. Dipvinder Singh          Chief Metropolitan Magistrate, Patiala House, New Delhi          10,552
                                     CC No. 45/02

  19.   Mr. Ashwini Pawar            Chief Metropolitan Magistrate, Patiala House, New Delhi          82,049
                                     CC No. 567/03
  20.   Mr. Devender Singh           Chief Metropolitan Magistrate, Patiala House, New Delhi          36,800
                                     CC No. 36/03



                                                      96
Sr.     Name of the Accused                  Court where Pending & Complaint No                   Amount
No.                                                                                               (in Rs.)
21.   Mohd. Shaikh                  Judicial Magistrate (First Class), Vashi, Navi Mumbai           2,50,000
                                    CC No. 4276/03
22.   P. Raghavendran               Judicial Magistrate III, Trichy                                   27,794
23.   M/s. Empee Electronics        Court of the Additional Metropolitan Magistrate, Bangalore     65,66,504
      and Anr.                      P.C.R Nos 1600 to 1602 of 2005
24    Mohd. Abul Hasnat             Metropolitan Magistrate Court, Kolkata                          5,25,101
                                    CC. No. 11520/04
25.   Mihir Mukherjee               Metropolitan Magistrate Court, Kolkata                          7,31,080
                                    CC No. 6887/04
26.   K Arumugaraj                  In the Court of Judicial Magistrate II, Madurai                   15,860
27.   Shenbagarajan                 In the Court of Judicial Magistrate II, Madurai                   20,600
28.   K Ravi                        In the Court of Judicial Magistrate II, Madurai                   22,600
29.   M Rajendran                   Court of Judicial Magistrate II,Trichy                            20,450
                                    CC No. 116/2004
30.   P. Rajendran                  Court of Judicial Magistrate Trichy                             4,32,014
                                    CC No 400/2005
31.   K. B. S. Manian               Court of Judicial Magistrate Trichy                             1,98,221
                                    CC No 415/2005
32.   M. Sampath                    Court of Judicial Magistrate Trichy                               24,162
                                    CC. No. 7183/2005
33.   Attique H Dalvi & Anr.        The Additional Chief Metropolitan 33rd Court, Ballard Pier,       25,000
                                    Mumbai.
                                    CC No. 3614/M/2004
34.   Damji Solanki and Anr.        The Additional Chief Metropolitan 33rd Court, Ballard Pier,       10,000
                                    Mumbai.
                                    CC. No. 3617/SS/2004
35.   Mr. Ramesh Singh              The Additional Chief Metropolitan 33rd Court, Ballard Pier,        6,000
                                    Mumbai.
                                    CC. No. 3754/SS/2004
36.   Mr. Anil J. Sarkar            The Additional Chief Metropolitan 33rd Court, Ballard Pier,       25,000
                                    Mumbai.
                                    CC. No. 3756/SS/2004
37.   Bijay Lal                     The Additional Chief Metropolitan 33rd Court, Ballard Pier,     2,00,000
                                    Mumbai.
                                    CC No. 3236/M/2004
38.   Mr. Ramesh Muddanna           The Additional Chief Metropolitan 33rd Court, Ballard Pier,       20,000
      Shetty                        Mumbai.
                                    CC. No. 3757/SS/2004
39.   Mr. Ganesh Ahire              The Additional Chief Metropolitan 33rd Court, Ballard Pier,       16,507
                                    Mumbai.
                                    CC. No. 3755/SS/2004
40.   Mr. Subhash Kate & Anr.       The Additional Chief Metropolitan 33rd Court, Ballard Pier,     1,27,097
                                    Mumbai.
                                    CC. No. 3615/SS/2004
41.   Mr. Ujjal Banerjee            The Additional Chief Metropolitan 33rd Court, Ballard Pier,       25,000
                                    Mumbai.
                                    CC. No. 3753/SS/2004
42.   Mr.    Venkatesh         N.   The Additional Chief Metropolitan 33rd Court, Ballard Pier,       50,000
      Gadewar                       Mumbai.
                                    CC. No. 3618/SS/2004
43.   Mr. V. N. Gadewar             The Additional Chief Metropolitan 33rd Court, Ballard Pier,    11,22,483
                                    Mumbai.
                                    CC. No. 3616/SS/2004



                                                    97
Sr.     Name of the Accused                   Court where Pending & Complaint No                   Amount
No.                                                                                                (in Rs.)
44.   Mr. Ramesh Sheth               The Additional Chief Metropolitan 33rd Court, Ballard Pier,     4,00,000
                                     Mumbai.
                                     CC. No. 46/SS/2004
45.   Mr. Devkaran Dave              The Additional Chief Metropolitan 33rd Court, Ballard Pier,     2,72,000
                                     Mumbai.
                                     CC. No. 3751/SS/2004
46.   Mr. Mahendra          Kumar    The Additional Chief Metropolitan 33rd Court, Ballard Pier,       20,000
      Sharma                         Mumbai.
                                     CC. No. 2758/S/2005
47.   Mr.   Dave          Devkaran   The Additional Chief Metropolitan 33rd Court, Ballard Pier,     2,72,000
      Gangadhar                      Mumbai.
                                     CC. No. 2672/SS/2005
48.   Ms. Amina Mohammed             The Additional Chief Metropolitan 33rd Court, Ballard Pier,       50,000
      Ishaque and Ors.               Mumbai.
                                     CC. No. 3447/S/2005
49    Mr. Brurjee Karmabir           The Additional Chief Metropolitan 33rd Court, Ballard Pier,     1,06,243
      Singh                          Mumbai.
50.   Mr. Milind Alandikar           The Judicial Magistrate Court, Pune                               50,000
                                     C.C. No. 14805/04
51.   Mr. Jayant Atakare             The Judicial Magistrate Court, Pune                             3,00,000
52.   Mr. Sujit Pimpale              The Judicial Magistrate Court, Pune                               30,000
53.   Mr. Waman Kharat               The Judicial Magistrate Court, Pune                               50,000
                                     CC. No. 20447/05
54.   Mrs. C. R. Pillai              The Judicial Magistrate Court, Pune                                3,861
                                     CC. No. 20559/05
55.   Mr. J. Shriniwas               The Judicial Magistrate Court, Pune                                5,786
                                     CC. No. 20257/05
56.   Mr. Snehdeep Singh             The Court of Chief Metropolitan Magistrate, Delhi                 17,071
57.   Mr. S. Ramani and Prema        The Court of Chief Metropolitan Magistrate, Patiala House         56,658
      Ramani
58.   Mr. Sushil Kumar               The Court of Chief Metropolitan Magistrate, Patiala House         40,000
59.   Mr. Rajinder Kumar and         The Court of Chief Metropolitan Magistrate, Patiala House         55,000
      anr.
60.   Mr. Charanjit Singh            The Court of Chief Metropolitan Magistrate, Patiala House         60,000
61.   Mr. Douglas and D. Latha       The Court of Chief Metropolitan Magistrate, Patiala House         14,200
62.   Mr. Dinesh Chandra Kala        The Court of Chief Metropolitan Magistrate, Patiala House         25,000
63.   Mr. Amar Singh and Smt.        The Court of Chief Metropolitan Magistrate, Patiala House         33,145
      Usha Rani
64.   Mr. Mamchand                   The Court of Chief Metropolitan Magistrate, Patiala House         28,000
65.   Mr. Chintamani                 The Court of Chief Metropolitan Magistrate, Patiala House         25,000
66.   Mr. Anil Gupta                 The Court of Chief Metropolitan Magistrate, Patiala House         20,000
67.   Mr. Miraz Ahmed                The Court of Chief Metropolitan Magistrate, Patiala House       5,06,120
68.   Mr. Mahajan                    The Court of Chief Metropolitan Magistrate, Patiala House       7,25,000
69.   Mr.    Kamal      Kishore      The Court of Chief Metropolitan Magistrate, Patiala House       2,00,000
      Shukla
70.   Mr. K.S. Santosh               The Hon’ble Chief Judicial Magistrate, Ernakulam                  21,600
                                     No 66 of 2005




                                                     98
     C. Criminal Cases:

Sr.        Accused       Court where          Nature of the case & Particulars        Status       Financial
No.                        Pending                                                                Implication
                       Suit/Petition No                                                              (Rs.)
 1. Shri. Sunil      Judicial Magistrate     A criminal case has been filed due   Summons             3,00,000
    Sundar Shettigar (First Class) at        to fraudulent transaction entered    have   been
    and Mr. Sunil    Thane                   into by the Accused with the         issued
    Andhere          OMA 233/02              Company.
 2. Dilip Patel and Judicial Magistrate      The Company had advanced a loan      Summons has              Not
    others           Ist Class, Thane        of Rs. 10 lacs. The Accused          been issued.    Ascertainable
                                             committed several defaults in        Next date of
                                             repayment of monthly installment     hearing is on
                                             against the said loan. The accused   1/2/06.
                                             had also produced false and
                                             fabricated documents to avail the
                                             loan. The Company has filed a
                                             complaint under Section 406, 420,
                                             465, 467, 488 and 471 r/w Section
                                             120 B of IPC in March 2005

     D. Taxation Litigation

Sr.      Asst.    Authority before         Nature of the case & particulars       Status      Amount of claim
No.      Year      which pending/                                                                involved
                     Case No.                                                                      (Rs.)
1.     1998-     Income         Tax The Company has filed an appeal against       Pending                2,62,500
       1999      Appellate Tribunal, the order passed by the Commissioner of              The Company has
                 Mumbai              Income Tax (Appeals) for denying the                 already deposited the
                                     indexation benefit available under Section           disputed amount with
                                     48 of the Income Tax Act in connection               the concerned authority.
                                     with the redemption/repurchase of units of
                                     mutual fund.
2.     2002-     Commissioner of The Company has filed an appeal against          Pending                3,32,685
       2003      Income Tax          the order passed u/s 14A by the Deputy               The Company has
                 (Appeals)           Commissioner of Income Tax holding that              already deposited the
                                     the Company has incurred ad-hoc expenses             disputed amount with
                                     for earning dividend income.                         the concerned authority
3.     1998-     Commissioner of The Company has filed an appeal against          Pending                5,72,377
       1999      Income         Tax the order passed by the Deputy                        The Company has
                 (Appeals)           Commissioner of Income Tax for levying               already deposited the
                                     interest tax on notional interest income             disputed amount with
                                     accrued on non-performing assets of the              the concerned authority
                                     Company
4.     1999-     Commissioner of The Company has filed an appeal against          Pending                 19,53,218
       2000      Income         Tax the order passed by the Deputy                          The Company has
                 (Appeals)           Commissioner of Income Tax for levying                 already deposited the
                                     interest tax on notional interest income               disputed amount with
                                     accrued on non-performing assets of the                the concerned authority
                                     Company




                                                       99
     E. Labour Cases

        Defendant/          Court/Authority          Nature of the case and particulars            Status            Financial
        Respondent           where pending                                                                        implications if
                               Case No.                                                                              any on the
                                                                                                                     Company
                                                                                                                      (In Rs.)
     Smt P. Parvathi    High Court,               The Company has appealed the interim         Final hearing    No liability to be
     and Presiding      Andhra Pradesh at         order passed by the Presiding Officer of     pending before   incurred.       The
     Officer, Labour    Hyderabad                 the Labour Court for reinstatement of the    the Hyderabad    Company         has
     Court – I                                    defendant with back wages. The Company       High Court on    already deposited
                        W.P.M.P No.               has already deposited the amount of          03/02/06.        the claim amount
                        1117/02                   wages in the court.                                           in the court.

     II. Litigations filed against the Company

     A. Civil litigations

Sr.        Defendant/           Court where             Nature of the Cases &                  Status              Financial
No.        Respondent              Pending                   particular                                          Implication, if
                               Suit/Petition No                                                                  any, in case of
                                                                                                                 Non favourable
                                                                                                                   outcome.
                                                                                                                      (Rs.)
1.      Mr. Sarat Chandra Kerala High               The Company is made an              In the Company Court        3,50,00,000
        Das v/s. Jyoman   Court                     additional party to the suit       petition, Court receiver
        Builders Private                            filed by one of the creditors of   has been directed to take
        Limited                                     defendant no.1 for winding up      steps for completion of
                                                    of the Company for non-            the remaining work and
                                                    completion of the project.         to sell the unsold flats
                                                                                       and appropriate the
                                                                                       realised        amounts
                                                                                       towards the outstanding
                                                                                       loan overdues.
2.      Mr. Syed Khan          The Court of the     The Plaintiff had borrowed a       Matter posted to 21/4/06             N.A.
                               Senior Civil         sum of Rs.1,90,000/- and           for evidence.
                               Judge, Delhi         installments towards the same
                                                    were debited from the
                               Suit No. 399 of      accounts of the Plaintiff. The
                               2004                 Plaintiff stopped making
                                                    payment on account of misuse
                                                    by the Company of the blank
                                                    loan documents and also took
                                                    entered the suit premises of
                                                    the Plaintiff to dispossess him
                                                    of the same. A Suit is filed by
                                                    the Plaintiff for rendition of
                                                    accounts and seeking relief for
                                                    permanent injunction
3.      Tottenham India        Court of Senior      Suit filed by the legal firm for Pending                            1,81,982
        Law Associates         Civil Judge, Tis     recovery      of    outstanding
        v/s. GICHFL &          Hazari, New          professional fees
        others                 Delhi




                                                             100
B. Consumer Protection Cases

Sr.    Complainant       Court where         Nature of the Cases & particular       Status      Financial
No.                      Pending Suit/                                                        Implication, if
                         Complaint No                                                         any, in case of
                                                                                              Non favourable
                                                                                                outcome.
                                                                                                 (In Rs.)
1.    Mr. Jhankar     Consumer Dispute The Company had sanctioned a housing         Pending          1,20,000
      Bahadur Uday    Redressal Forum - loan of Rs.2,75,000/- in January 2004 to
      Singh Kami      Thane             the Complainant. The Complainant had
                                        purchased a flat against a price of
                      CC No. 327/2004 Rs.3,15,000/- . The Company refused to
                                        disburse the loan amount after the said
                                        agreement was submitted to it after
                                        payment of stamp duty and registration
                                        fees.
                                        A complaint has been filed against the
                                        Company, seeking compensation for
                                        deficiency of services.
2.    Mr. Mukund      Consumer Dispute The Complainant was sanctioned a             Pending             4,950
      Ranganath       Redressal Forum – housing loan of Rs. 4.5 lacs but the
      Shekatkar       Thane             Company had not advanced the same on
                                        account of deficiency. A complaint has
                      CC. No. 323/04    been filed by him for refund of the sum
                                        paid as upfront fees
3.    Mr. M. Ganeshan State Consumer    As per the Order of the District            Pending            17,202
                      Dispute Redressal Consumer Forum, Chennai, amount
                      Forum, Chennai    deposited as pre-deposit pending
                      (Appellate Forum) outcome of appeal.

4.    Mr. Arun B.      District Consumer   Compensation sought for deficiency of    Pending       Amount not
      Ubale            Forum, Thane        service                                                 quantified.



5.    Mr. Bandhu       District Consumer   Compensation sought for deficiency of    Pending       Amount not
      Jadhav v/s.      Forum, Thane        service                                                 quantified.
      GICHFL
                       CC. No. 88/05

6.    Mr. Vijay Pal    The District        The Complainant had been sanctioned a    Pending          1,46,000
      Singh            Consumer Disputes   loan amount of Rs. 3 lacs. The
                       Redressal Forum:    Complainant prayed before the Court to
                       Curzon Road: New    direct the Company to pay the balance
                       Delhi               loan amount and compensation for
                                           damages.
                       O.C. No. 1419/04




                                                 101
III. Notices issued by the Company for recovery of outstanding dues:

A. Requisition notices issued by the Company.

As per the Kerala Revenue Recovery Act, 1968, the Company has been notified as a government institution
in the Official Gazette SR. No. 641/2002 vide notification No. 268/2002. The Company has issued 12
requisitions to the District Collectors of the respective districts in the State of Kerala under the Kerala
Revenue Recovery Act, 1968, under which the respective jurisdiction lies with regard to each individual
case, in order to recover the housing loans advanced to the borrowers.

Sr.    Borrower in      AuthorityDate of the                 Status                 Financial Implication, if
No.      default                 Requisition                                          any, in case of Non
                                    issued                                         favourable outcome (Rs.)
 1. Smt. M.I.       The District 1.12.2004   The Borrower has paid Rs.25,000/-.                       2,25,156
    Remani          Collector,               The matter is in progress. Stay was
                    Ernakulam                vacated in our favor.
 2. Shri/Smt S.K.   The District 2.12.2004   Acknowledgement has been received                        2,16,870
    Madusoodanand Collector,                 from the District Collector.
    Nair, Kochi     Kottayam
 3. Shri Venu C.    The District 10.12.2004 Acknowledgement has been received                         3,16,265
                    Collector,               from the District Collector on
                    Ernakulam                20/1/2005. The borrower may apply
                                             for OTS to the Company.
 4. Shri/Smt Jose   The District 28.3.2005   Acknowledgement has been received                        9,93,899
    Thomas          Collector,               from the District Collector on
                    Kottayam                 12/5/05. The borrower has applied to
                                             the High Court for quashing recovery
                                             proceedings but the High Court has
                                             rejected his application and has
                                             passed an order for depositing
                                             minimum of Rs.2.5 lacs. Borrower is
                                             yet to make payment.
 5. Shri/Smt V.T    The District 28.3.2005   Acknowledgement has been received                      10,80,438
    Joseph          Collector,               from the District Collector on
                    Kottayam                 25/5/05. The borrower has applied for
                                             quashing the RR proceedings, which
                                             was rejected by the High Court of
                                             Kerala. The Borrowers has been
                                             asked to deposit the arrears or face
                                             RR proceedings
 6. Shri Dharmaraja The District 10.12.2004 Acknowledgement has been received                         8,82,165
    Iyer            Collector,               from the District Collector. The
                    Ernakulam                Borrower has been asked to deposit
                                             the arrears or file recovery
                                             proceedings.
 7. Shri Salimon    The District 1.12.2004   The Borrower has settled the entire                      6,08,771
    P.J.            Collector,               arrears on 7/11/05. Presently his
                    Ernakulam                account is in NPA. He has applied for
                                             a stay asking for some more time for
                                             settlement of the entire loan to RR
                                             office.
 8. Shri K.S.       The District 10.12.2004 Acknowledgement has been received                         3,13,768
    Santosh.        Collector,               from the District Collector.
                    Ernakulam




                                                   102
Sr.    Borrower in      AuthorityDate of the                 Status             Financial Implication, if
No.      default                 Requisition                                      any, in case of Non
                                    issued                                     favourable outcome (Rs.)
9. Shri Sudhir T.T. The District 10.12.2004 Acknowledgement has been received                     2,33,410
                    Collector,               from the District Collector.
                    Ernakulam
10. Shri Joseph     The District 28.3.2005   Acknowledgement has been received                    9,94,709
    Jacob           Collector,               from the District Collector.
                    Ernakulam
11. Shri R.         The District 19.1.2005   Acknowledgement has been received                    2,54,635
    Vijaykumar      Collector,               from the District Collector.
                    Ernakulam
12. Shri A.P.       The District 28.3.2005   Acknowledgement has been received                    5,19,135
    George, Shri    Collector,               from the District Collector.
    A.O. Pathrose   Ernakulam

B. Notices issued by the Company under Section 13(2) of the Securitisation & Reconstruction of
Financial Assets and Enforcement of Security Interest Act, 2002:

The Company has issued 76 demand notices to the borrowers whose account has been classified as a Non-
Performing Asset by the Company on account of irregularity in the repayment of the housing loans
advanced to them. The outstanding dues are inclusive of outstanding principal, interest and penal interest.
The Company has neither filed any case under Section 138 of the Negotiable Instruments Act, 1881 nor
filed any recovery suit against the borrowers in default to whom the notices have been issued.

Sr.              Borrower in default                 Amount of loan         Date of Notice           Financial
No.                                                    advanced                                  Implication in case
                                                                                                 of Non favourable
                                                                                                  outcome (In Rs)
1.    Mr. Anwar Khan/Munawar Sultan, Noida               Rs. 5,00,000/-     19th January, 2005         Rs.6,73,926/-
2.    Mr. Sachida Nand Singh Chauhan, Noida              Rs. 2,00,000/-     19th January, 2005         Rs.2,73,255/-
3.    Mr. Devendra Puri, Noida                           Rs. 8,00,000/-     19th January, 2005         Rs.9,32,762/-
4.    Mr. Hiwale George Thomas, Mumbai                   Rs. 5,00,000/-        24th May, 2005          Rs.7,85,386/-
5.    Mr. Dadwal Singh, Mumbai                           Rs. 5,75,000/-        24th May, 2005          Rs.8,52,393/-
6.    Mr. Padhy Banamali K., Mumbai                      Rs.1,80,000/-         24th May, 2005          Rs.3,52,980/-
7.    Mr. Rajesh Soni., Mumbai                           Rs. 8,50,000/-        24th May, 2005         Rs.14,59,366/-
8.    Mr. Panigraphy & Manash Kashinath,                 Rs. 1,80,000/-        24th May, 2005          Rs.3,15,734/-
      Mumbai
9.    Mr. Sudesh Kumar Singh., Mumbai                   Rs. 2,60,000/-         24th May, 2005           Rs.4,28,839/-
10.   Mr. and Mrs. Ramakant Bhosale, Mumbai             Rs. 1,90,000/-         24th May, 2005           Rs.4,31,647/-
11.   Mr. Saste, Mumbai                                 Rs. 1,99,000/-         24th May, 2005           Rs.4,05,040/-
12.   Mrs. And Mr. Khade, Mumbai                       Rs. 10,00,000/-         24th May, 2005          Rs.15,37,636/-
13.   Mr. Dudhawadkar, Mumbai                           Rs. 4,97,000/-         24th May, 2005           Rs.7,39,590/-
14.   Mr and Mrs Timchand Bhosale                       Rs. 2,47,000/-        30th April, 2005          Rs.3,98,728/-
15.   Mr and Mrs Tulsidharam Pillai                     Rs. 4,25,000/-        30th April, 2005          Rs.7,38,084/-
16.   Mr. Parmar Phillips                               Rs. 2,87,000/-         24th May, 2005           Rs.4,85,723/-
17.   Mr. Bhandari S.                                   Rs. 1,28,000/-         24th May, 2005           Rs.2,08,287/-
18.   Mr Shetty Raghuram J.                            Rs. 21,00,000/-         24th May, 2005          Rs.32,41,239/-
19.   Mr. Kotian Jaya                                   Rs. 3,00,000/-         24th May, 2005           Rs.4,64,191/-
20.   Mr. Jaswant Gala                                  Rs. 3,80,000/-        24th April, 2005          Rs.4,81,538/-
21.   Mr. Ahmed Khan                                    Rs. 4,00,000/-        24th April, 2005          Rs.6,12,968/-
22.   Mr. Shivprasad Mukadam                            Rs. 2,43,000/-        24th April, 2005          Rs.3,04,584/-
23.   Mr. Jaguste                                       Rs. 2,50,000/-        24th April, 2005          Rs.3,46,081/-
24.   Mr. Kanhaiya Singh                                Rs. 3,60,000/-        24th April, 2005          Rs.4,81,963/-
25.   Mr. V.M. Ramkumar                                 Rs. 3,00,000/-        24th April, 2005          Rs.3,99,900/-



                                                   103
Sr.            Borrower in default               Amount of loan       Date of Notice           Financial
No.                                                advanced                                Implication in case
                                                                                           of Non favourable
                                                                                            outcome (In Rs)
26.   Mr. Kutty Lakshman                           Rs. 4,00,000/-       22nd March, 2005         Rs.7,05,864/-
27.   Mr. Seena Shetty                             Rs. 5,69,000/-       22nd March, 2005         Rs.9,00,857/-
28.   Mr. Motiram Dhumale                            Rs. 70,000/-       22nd March, 2005         Rs.1,11,199/-
29.   Mr. Vishwakarma Radheshyam                   Rs. 2,29,000/-       22nd March, 2005         Rs.4,08,367/-
30.   Mr. Jitendra Chauhan                           Rs. 60,000/-       22nd March, 2005         Rs.1,15,995/-
31.   Mr and Mrs Rajesh Mohite                     Rs. 3,95,000/-      17th January 2005          Rs.8,55458/-
32.   Mr. George Xavier                            Rs. 4,20,000/-      17th January 2005          Rs.9,60509/-
33.   Mr and Mrs Prasad Verma                      Rs. 3,80,000/-      17th January 2005         Rs.5,84,267/-
34.   Mr. Abhaykumar Waghchoure                     Rs.2,13,177/-      14th January 2005         Rs.5,27,561/-
35.   Mr Mrinal Mitra                               Rs.6,25,000/-      14th January 2005        Rs.10,86,192/-
36.   Mr. Kalawad Ningappa                          Rs.3,90,000/-      14th January 2005         Rs.6,22,736/-
                                                                       rd
37.   Mr and Mrs Ashok Bhojak                       Rs.5,00,000/-   23 December 2004             Rs.7,85,946/-
38.   Mr. H. Jain Dharmesh                          Rs.4,85,000/-   23rd December 2004           Rs.9,36,826/-
39.   Mr. Krishna Rao                               Rs.3,00,000/-   23rd December 2004           Rs.5,43,276/-
40.   Mr. Anil Rajguru                              Rs.3,20,000/-   23rd December 2004           Rs. 5,55759/-
41.   Mr. Gawade Pandharinath V.                    Rs.1,80,000/-   23rd December 2004           Rs.3,10,928/-
42.   Mr. Bhikaji Mhangre                           Rs.3,50,000/-       27th March 2005          Rs.6,14,420/-
43.   Mr. Pradeep R. Paralikar                      Rs.2,85,000/-        27th March 2005         Rs.6,14,052/-
44.   Mr. Mahendra Kenia                            Rs.4,80,000/-        27th March 2005         Rs.8,26,878/-
45.   Mr. Kharat Keshav                             Rs.3,00,000/-       13th August 2004        Rs. 5,94,774/-
46.   Mrs. Bano Shaikh                             Rs. 4,00,000/-       13th August 2004        Rs. 5,23,161/-
47.   Mr. Sharad Mhatre                            Rs. 2,00,000/-       13th August 2004         Rs.3,44,948/-
                                                                       th
48.   Mr. Garware                                  Rs. 2,38,000/-   17 December 2004             Rs.3,84,068/-
49.   Mr. Amod Gore                                Rs. 2,70,000/-   17th December 2004           Rs.2,93,059/-
50.   Mr and Mrs Nasir Shaikh                       Rs.5,00,000/-   17th December 2004          Rs.12,46,157/-
51.   Mr. Sainath Dalal                             Rs.3,00,000/-   17th December 2004           Rs.2,34,565/-
53.   Mr and Mrs Ashok Tripathi                     Rs.3,00,000/-   17th December 2004           Rs.4,30,833/-
54.   Mr. Ramakrishna Varadkar                      Rs.3,70,000/-   17th December 2004           Rs.7.36,324/-
55.   Mr. Rijjelwal Bhushan                        Rs. 4,86,000/-   17th December 2004           Rs.5,83,189/-
56.   Mrs. Smita Bhatkar                            Rs.3,00,000/-   17th December 2004           Rs.4,07,268/-
57.   Mr Thapa Lal Bahadur/Thapa Yogendra Lal       Rs.4,00,000/-    29th December 2004         Rs. 4,33,623/-
58.   Mr. Devendra Kandaswamy                      Rs. 2,24,000/-   29th December 2004           Rs.2,81,806/-
59.   Mr. Chandrakant Pagare                        Rs.2,42,000/-   29th December 2004           Rs.4,22,304/-
60.   Mr. Dagdoo Shete                              Rs.5,00,000/-   29th December 2004           Rs.6,48,893/-
61.   Mr. Chintaman Kothari                         Rs.7,00,000/-   29th December 2004           Rs.8,46,624/-
62.   Mr. Digamber Pasadhe                          Rs.2,57,000/-    29th December 2004          Rs.4,34,361/-
63.   Mr. Rajagopalan                               Rs.2,80,000/-   27th December 2004           Rs.6,09,618/-
64.   Mr and Mrs Muthukrishnan                    Rs.19,00,000/-    27th December 2004          Rs.44,22,816/-
65.   Mr. N. Gunasekaran/ G. Grace                  Rs.1,80,000/-   27th December 2004           Rs.5,38,328/-
66.   Mr and Mrs Swaminathan                        Rs.2,00,000/-   27th December 2004           Rs.3,28,561/-
67.   T.G. Ramamohan                               Rs. 6,00,000/-   27th December 2004         Rs.12,77,3761/-
68.   Mr and Mrs Rajivnath                          Rs.7,50,000/-      13th January 2005        Rs.18,35,966/-
69.   Mr and Mrs Kalyan Kumar Jordan              Rs. 10,00,000/-     7th February, 2005        Rs.12,46,216/-
70.   Mr. Saroj Mishra                              Rs.4,30,000/-     7th February, 2005         Rs.8,60,486/-
71.   Mr. Sanjay Malhotra                           Rs.5,50,000/-     7th February, 2005         Rs.7,40,741/-
73.   Mr. Amritlal Singh                            Rs.8,00,000/-     7th February, 2005        Rs.10,48,497/-
74.   Mr. J Stephenson/Ajith Kumari                 Rs.2,15,000/-      14th October 2004         Rs.2,41,965/-
75.   Citizen Builders                           Rs.3,00,00,000/-     25th January, 2005      Rs.8,79,02,432/-
76.   Seasons Builders Pvt Ltd                    Rs.40,00,000/-    27th December, 2004       Rs.1,15,75,000/-




                                                104
LITIGATION DETAILS OF THE PROMOTER COMPANIES*

A) Litigation details pertaining to NICL:
   There are about 2,13,989 claims amounting to Rs. 1784.12 crores pending before various motor
   accident tribunals. The figures stated are provisional and subject to audit.

B) Litigation details pertaining to United India:
   As on 31st March 2004 there are about 2,64,001 claims amounting to Rs. 2655.81 crores pending
   before various motor accident tribunals.

C) Litigation details pertaining to OICL:
   By virtue of the company's operation in providing motor insurance, there have been a number of
   litigations against the company for settlement of motor third party insurance claims. Similarly several
   of OICL's customers have approached various legal forums for non-settlement/short-settlement of
   claims. These are litigations in the normal course of business operations. These apart there have been
   cases filed in matters relating to Personnel Department and Estate Department as well. The company
   handles these litigations at the Branch/Division/Region and a few by the Head Office.

    There is no central data bank in respect of litigation claims filed against/by Oriental Insurance. There were
    234950 claims for an estimated amount of Rs. 2266 crores as on 31st March 2003 and the figures for year
    ended 31st March 2004 (provisional unaudited) are 244055 claims for an amount of Rs. 2492 crores.

D) Litigation details pertaining to New India:
   New India being a general insurance company the litigations filed by/against the company mainly relate to
   claim settlements (major portion being motorthird party claims). There are 2,36,705 motorthird party
   claims outstanding in courts/tribunals as on 31st March 2004 involving an amount of Rs. 3065.65 crores.

    The Company is a wholly owned by the Government of India doing general insurance business. There
    are litigations filed by/against the Company relating to claim settlements (major portion being motor
    third party claims) under normal course of its business. Similarly there could be employee-employer
    related litigation filed by/litigations filed by/against the Company. However no litigations as such filed
    against any of the directors in their personal capacity.

    Income tax filed against the Company:
     Sr.      Parties      Authority                  Particulars                   Status        Financial liability involved
     No.                     where
                            pending
     1.     Assessing     ITAT             The Department is treating           Department       Rs 110 Lacs
            Officer                        premium recoverable as per           has obtained
                                           Internal     Audit      queries      COD
                                           amounting to Rs 2.87 crores as       permission
                                           unaccounted income for the
                                           year 2000-01
     2.     Assessing     ITAT             Interest tax pertaining to the       Department       1995-96-Rs.702.59 lacs
            Officer                        years 1995-1996, 1996-1997,          has to obtain
                                           1997-98                              COD              1996-97-Rs.651.48 lacs
                                                                                permission
                                                                                                 1997-98-Rs.762.55 lacs




                                                      105
Income Tax Cases filed by the Company:

 Sr.     Parties      Authority                 Particulars                     Status         Financial
 No.                    where                                                                   liability
                       pending                                                                 involved
 1.    CIT (A) of     ITAT,       Company Assessment for AY 2000-01           COD          Rs. 6225.25 lacs.
       Income Tax,    Mumbai      matters:                                    permission   (All dues already
       Mumbai                     i. Applicability of Rule 5 of first         received     stand paid)
                                  schedule to the Income Tax Act 1961         awaiting
                                  ii. Disallowance u/s 14A of the Act         hearing at
                                  iii. Treating interest on NPAs as           ITAT
                                  income
                                  iv. Disallowance of provision for wage
                                  arrears for the assessment year 2000-01
 2.    CIT(A)   of    ITAT,       Company’s Assessment for AY 2001-           COD          Rs. 2718 lacs
       Income Tax,    Mumbai      02 matters:                                 permission   (All dues already
       Mumbai                     i. Applicability of Rule 5 of first         received     stand paid)
                                  schedule to the Income Tax 1961             awaiting
                                  ii. Disallowance u/s 14A of the Act         hearing at
                                  iii. Treating interest on NPAs as           ITAT
                                  income
                                  iv. Disallowance of prior period
                                  expenses
 3.    CIT (A) of     ITAT,       Company’s Assessment for AY 2002-           Submitted    Rs. 2034 lacs.
       Income Tax     Mumbai      03 matters:                                 for COD      (All dues already
       Mumbai                     i. Applicability of Rule 5 of first         permission   stand paid)
                                  schedule to the Income Tax 1961
                                  ii. Disallowance u/s 14A of the Act
                                  1961
                                  iii. Profit on sale of long term
                                  investment
                                  iv. Levy of interest under section 234D
                                  v. Short grant of interest under section
                                  244A
 4.    CIT (A) of     ITAT,       Company’s Assessment for AY 2003-           Submitted    Rs. 5914 lacs.
       Income Tax     Mumbai      04 matters                                  for COD      (All dues already
       Mumbai                     i. Applicability of Rule 5 of first         permission   stand paid)
                                  schedule to the Income Tax 1961
                                  ii. Disallowance u/s 14A of the Act
                                  1961
                                  iii. Profit on sale of long term
                                  investment
                                  iv. Short grant of interest under section
                                  244A
 5.    Asst           CIT  (A)    Company’s Assessment for 2004-05            Pending      Rs. 11937 lacs to
       Commissioner   Mumbai      i. Profit on sale of investments            hearing      be paid on or
       of   Income                ii. Broken period interest                  with CIT     before       25th
       Tax                        iii. Amortization of premium paid on        (A)          January 2006
                                  purchase of securities
                                  iv. Other minor issues
 6.    CIT(A)         IATA        Demand of arrears of TDS u/s 194 (A)        COD          Rs. 24.85 lacs
       Mangalore      Bangalore   i.e. interest on MACT awards for AYs        permission
                                  2000-01 to 2003-04 pertaining to            obtained
                                  Mangalore                                   pending
                                                                              hearing at
                                                                              ITAT



                                          106
     Sr.      Parties      Authority                  Particulars                  Status          Financial
     No.                     where                                                                  liability
                            pending                                                                involved
      7.   CIT(A)          IATA         Demand of arrears of TDS u/s 194 (A)     COD           Rs. 12.94 lacs
           Mangalore       Bangalore    i.e. interest on MACT awards for AYs     permission
                                        2000-01 to 2003-04 pertaining to Udipi   obtained
                                        DO                                       pending
                                                                                 hearing at
                                                                                 ITAT
      8.   CIT(A)          IATA         Demand of arrears of TDS u/s 194 (A)     Submitted     Rs. 1.96 lacs
           Bangalore       Bangalore    i.e. interest on MACT awards for AYs     for COD
                                        2003-04 for 11 of our Bangalore Dos      permission.

      9.   ITAT,           Rajasthan    Not deduction of tax at source on        Submitted     FY       1996-97
           Jodhpur         High         amount of interest paid on MACT          for COD       amount       not
                           Court        awards, jodhpur Dos I and II             permission    quantified
                           Jodhpur                                                             FY 1997-98 Rs.
                           Bench                                                               41881 (penalty)

E) Litigation details pertaining to IFCI:
   As on 31st March 2004, IFCI had filed 802 recovery applications involving an amount of Rs. 1065300
   lacs in various debt recovery tribunals.

    As on 31st March 2004, 2 claims were pending in courts against IFCI Limited, which have not been
    acknowledged as debts amounting to Rs. 4600 lacs.

* NOTE: THE INFORMATION RELATING TO THE PROMOTERS GENERALLY AND IN
PARTICULAR CONCERNING THE LEGAL PROCEEDINGS AND CLAIMS IS BASED ON THE
INFORMATION RECEIVED BY THE COMPANY FROM THE PROMOTERS AND WHICH
INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED. EXCEPT AS PROVIDED
HEREIN THE COMPANY HAS NOT RECEIVED ANY UPDATED INFORMATION IN
RESPECT TO THE LEGAL PROCEEDINGS AND OTHER INFORMATION WITH REGARDS
TO THE CLAIMS FILED BY OR AGAINST THE PROMOTER COMPANIES.




                                                107
GROUP COMPANIES PROMOTED BY THE PROMOTERS OF THE COMPANY **

A. UTI Bank Ltd.

Outstanding Litigations pertaining to UTI Bank Limited as on 31/3/05

Cases filed against the Bank

(1) There are 5 major litigations involving claims against the Bank to the extent of approximately
    Rs.39.02 crores, not acknowledged as debts. Brief details are given the table below.

Sr.    Claimant       Court/                            Particulars                         Financial
No.                   Forum                                                                  liability
                                                                                            involved
 1.   Stiefel Und    Calcutta      Stiefel Und Schuh (I) Limited were granted certain      Rs. 2355 Lacs
      Schuh    (I)   High Court    credit facilities filed a damage suit no.345 of 1996
      Ltd                          before the Calcutta High Court against the Bank
                                   allegedly for not extending need based support to the
                                   Company at the appropriate time fore effecting their
                                   export transactions. The Company alleged that the
                                   Deferred Payment Guarantee issued by the Bank on
                                   their behalf was not according to their requirements
                                   owing to which, they suffered losses and damages
                                   for Rs.23.55 crores which they claimed from the
                                   Bank.

                                   The court passed and ad interim order for
                                   maintaining status quo with regard to the securities
                                   under the DPG with liberty to the Bank to take such
                                   liberty as is deemed appropriate under the law for
                                   recovery of its dues. Pursuant to such liberty being
                                   granted, the Bank filed an application under Section
                                   19 of Recovery of Debts due to Banks and Financial
                                   Institution Act 1993 for recovery of its claims
                                   enforcement of securities and other reliefs.

                                   The case has now been transferred from the High
                                   Court to DRT in November 2000. The damage suit
                                   filed by the Company against the Bank would be
                                   heard simultaneously with our main suit as a counter
                                   claim.
 2.   Videsh         Civil Court   M/s Srishti Videocorp Limited were sanctioned a          Rs. 257 Lacs
      Sanchar        Delhi         guarantee limit of Rs.4.20 crores in September 1996
      Nigam                        for a period of 1 year against cash margin of 50%.
      Limited                      The guarantee was favouring VSNL.            As the
      (VSNL A/c                    Company did not perform some of its items and
      Shristi                      conditions of the agreement with VSNL, the
      Videocrop                    guarantee was invoked by VSNL for partial payment
      Limited)                     of Rs. 1.62 crores on 7th February 1997. The Bank
                                   paid the invoked amount to VSNL and asked for the
                                   original Bank Guarantee. VSNL took a stand that
                                   invocation was partial and hence did not return the
                                   Bank Guarantee. The Bank has maintained its stand
                                   time and again that the payment should be taken as
                                   full and final. These views were based on the legal
                                   opinion obtained by the Bank. Further the Bank was



                                                  108
                                 advised by its lawyers to file a caveat in the said
                                 matter as they envisaged that VSNL would be
                                 initiating proceedings against the Bank. Accordingly
                                 the Bank filed a caveat in the matter so that the
                                 VSNL do not get exparty injunction.              VSNL
                                 subsequently filed a suit in the matter against UTI
                                 Bank Limited and M/s Srishti Videocorp Limited;
                                 however, no interim relief was sought by VSNL.
                                 The claim of VSNL filed with the court has been
                                 opposed by the Bank on the above-mentioned
                                 ground.
3.   M/s           Civil Court   M/s Bhatpara Naihati Co-op. Bank has filed a Money         Rs 457 lacs
     Bhatpara      Kolkata       Suit No.45 of 2003 against Home Trade Ltd., Mr.
     Naihati                     Indranil De and UTI Bank before the Civil Judge (Sr.
     Co-op Bank                  Div), Barasat, 24 Paraganas, Kolkata for recovering
                                 a sum of Rs.4,57,46,478.45 from all the Defendants
                                 jointly and severally. We have filed our reply stating
                                 that our Bank is not involved either directly or
                                 indirectly in the said transactions. We have also
                                 filed a declaratory case against Bhatpara-Naihati Co-
                                 operative Bank, Home Trade, Mr. Indranil Dey case
                                 before Kolkata High Court and it is pending. We
                                 have filed a petition to transfer the case to Kolkatta
                                 High Court.
4.   Legal Heirs   High          Uniworth Limited (UWL), Kolkata was enjoying               Rs 820 lacs
     of Late Mr.   Court,        various credit facilities extended by the Bank from
     N R Lohia     Kolkata       time to time against which as security, inter alia, Late
                                 N R Lohia pledged his fixed Deposit Receipts.
                                 UWL was called upon by the Bank to regularize the
                                 account failing which it was proposed that the FDRs
                                 given by Late N R Lohia would be encahsed and
                                 adjusted against the dues of UWL. The Bank
                                 accordingly encahsed the FDRs and adjusted the
                                 amount of FDRs against the outstanding of UWL.
                                 Thereafter an application was filed by the Bank for
                                 recovery of the remaining outstanding amount from
                                 UWL before the DRT, Kolkatta, which is still
                                 pending as the Company has been referred to BIFR.
                                 Mr. Lohia (since deceased and represented by the
                                 beneficiary) being aggrieved with the adjustment of
                                 the FDR amounts, filed a suit in the Calcutta High
                                 Court challenging the action of the Bank’s such
                                 adjustment. The suit is still pending fir disposal.
5.   Punjab        Debt          Punjab National Bank has filed a recovery case              Rs 13 lacs
     National      Recovery      against the Bank and Mr. Dinesh Arora, PNB has
     Bank (PNB)    Tribunal,     claimed a sum of Rs.13,10,044. Mr. Dinesh Arora is
                   Delhi         the customer of UTI Bank’s Pritampura branch ad is
                                 alleged to have fraudulently collected two fake
                                 demand drafts. As for as UTI Bank is concerned the
                                 account was opened on the bases of Election I – card
                                 and other Docs.
6.   Rajivkumar    High Court                                                                Rs 5 Lacs
     Aggarwal      Delhi
7.   Jitendra      Kota                                                                      Rs 5 Lacs
     Sharma




                                                 109
(2) Others

(a) Consumer cases
    There are 32 cases filed and pending against the Bank before various Consumer Forums across the
    country. The total claim amount in all these Complaints is of Rs. 84 Lacs.

(b) Cases before the Banking Ombudsman
    There are 20 cases filed and pending against the Bank before Banking Ombudsman across the country.
    The total claim amount in all these Complaints is of Rs. 422 Lacs.

(c) There are no matters likely to affect operation and finances of the Company including disputed tax
    liabilities.

(d) There is no criminal prosecution launched against the Company and the Directors for alleged offences
    under the enactments specified in paragraph 1 of Part 1 of Schedule XIII to the Companies Act, 1956.

    1) CBI has filed a charge sheet against one of the employees of the Bank, Shri Sanjeev Gupta
       allegedly for conspiring with Prakash Industries Ltd. relating to the lease transaction of an Air
       Pollution Control Equipment. The Bank is fighting his case as his role was limited only to the
       preparation of the cheques and has filed a criminal Revision Petition before the High Court, Delhi
       and is stated for hearing on 7th October 2005.

    2) The Labour officer at Kochi filed a prosecution against CMD in the capacity as the principal
       employer u/s 24 of C.L.A Act. A Writ Petition was filed in High Court of Kerala at Ernakulam
       and order was passed on 31st October 2003 staying all the proceedings.

    3) A Complaint has been filed by the Labour Enforcement Office of Contract Labour department
       (central) appointment under Contract Labour (Regulation & Abolition) Act 1970 for the offences
       under Section 23 & 24 of the said Act before the metropolitan magistrate’s Court at Dadar against
       one of our employee who is presently Vice President (Projects), Shri A.R. Shymroy. The case is
       contested.

    4) A dismissed employee, Mr. Astana has filed petition before the L.C. Kanpur to declare him as a
       workman under ID Act and Re-instate him. The reply is filed on 16/3/2005. The next date of
       hearing in on 22/4/05.

    5) We understand that a case has been filed by one Mr. Prabhakar Barde, Advocate and Saving Bank
       Accountholder in Judicial Magistrate First Class, Baramathi against the Bank and its Directors
       under Section 409 & 500 of IPC allegedly claiming for reversal of charges for non-maintenance of
       average quarterly balance in a Savings Bank Account. The amount involved is Rs.2000/- (appx).
       We have not received any notice / communication from the Court so far. In case summons/notices
       are received, we can defend the case appropriately. In our view, the complaint has no legal
       sanctity and likely to be dismissed.

(e) There are no litigations against the Directors involving violation of statutory regulation or criminal
    offence.

Cases filed by the Bank

In the ordinary course, the Bank has filed recovery cases before various Debt Recovery Tribunals against
defaults. Bank has also filed cases under Section 138 of NI Act against various defaulters and they are in
various stages.




                                                   110
B. IFCI Venture Capital Funds Ltd.

Status of Litigation Cases as on 31st March, 2005

The following is the summarized position of the litigation details of IFCI Venture Capital Funds Ltd:
                                                                                             (Rs. in Crores)
 Sr. No.    Particulars                                                No. of Cases         Total Amount
    1       Legal Suits filed by IVCF                                       46                  10.61
    2       Legal Suit filed against IVCF                                    1                   0.02

C. GIC Assets Management Company Limited

There are no pending litigations in which the Company/Group Company and Director /Directors of group
companies are involved including default to the financial institution/banks, non – payment of statutory dues
and dues towards instrument holders like debenture holders, fixed deposits, and arrears on cumulative
preference shares together with the amounts involved and the present status of such litigations/defaults.

There are no cases of pending litigation, defaults, etc. in respect of companies/firms/ventures with which
the Company was associated in the past but is no longer associated shall also be mentioned in case their
name(s) continues to be associated with particular litigation(s).

There are no pending proceedings initiated for economic offences against the directors, the Promoters of
the Company and Group Companies indicating their present status.

There are no past cases in which penalties were imposed by the concerned authorities.

We also confirm that:

1.   The Company, Promoters of the Company, Directors of the Company, Directors of the Promoters, the
     Associate Companies, Group Companies in which the Directors of the Company are associated as
     directors or Promoters have not been prohibited from accessing the capital market under any order or
     direction passed by SEBI or any other regulatory authority; and

2.   The Company, Promoters, their relatives (as per Act), Group Companies, Associate Companies are not
     detained as willful defaulters by RBI/Government authorities.

D. ICRA Ltd.

Cases filed by ICRA

A. Associated Journals Limited

ICRA took an office premises at New Delhi on lease from M/s Associated Journals Limited (AJL) w. e. f.
May 1, 1996 for a period of eight years with an option to vacate the same by giving 3 months notice. A
notice for termination of lease was given by ICRA to AJL on November 18, 1997 and AJL was requested
to refund an amount of Rs. 46,72,500 from out of security deposit of Rs. 66,75,000 held by them after
making adjustment of 3 months rent amounting to Rs. 16,68,750 and rent for the period between November
1, 1997 to November 18, 1997 amounting to Rs. 3,33,750. Inspite of continuous follow up AJL has not yet
refunded the security deposit and, therefore, ICRA had no other option but to proceed legally.

Accordingly, ICRA filed a suit in November 1998 against AJL in Delhi High Court for recovery of the
Security Deposit of Rs. 46,72,500 as above alongwith interest in accordance with the terms of the Lease
Agreement.

AJL in written statement to the High Court has stated that ICRA continued its possession of the premises
and handed over the keys before the Hon’ble Court on December 7, 1998 and ICRA was liable to pay rent



                                                    111
till that date. According to M/s Associated Journals Limited, the notice of termination/determination issued
on November 18, 1997 was not cognizable until possession was handed over. After justifying its own stand,
AJL made a counter claim of Rs. 12,85,383.06 against ICRA in addition to the interest and costs of the suit
after adjustment of the security deposit.

The admission – denial of the documents filed by both the parties has been completed and matter was listed
on March 19, 2004 and August 16, 2004 before the Hon’ble Court for framing of issues. The matter was
posted for evidence before the Joint Registrar on November 29, 2004 and March 14, 2005. The case was
listed for evidence on September 23, 2005 before the Joint Registrar. However, no representative from AJL
appeared and the Joint Registrar re – notified the matter to the date already fixed for disposal of the said
application by the Hon’ble Court i.e. December 12, 2005 and the case was adjourned to March 3, 2006.

B. Associated Journals Limited

In addition to the above, a petition has been filed by ICRA on December 23, 1998 with the Allahabad High
Court for winding of AJL. It is understood that the court had sent a notice to AJL at Lucknow, which was
returned back since the office of AJL was locked. Subsequently, a list of Directors of AJL has been
forwarded to the court through our Advocate for delivery of court notice to them. Accordingly to our
Advocate the notice has been served to the directors of AJL.

On April 27, 2004 the Allahabad High Court directed the counsel for the petitioner (i.e. ICRA Ltd.) to seek
instructions as to whether the petitioner, in the light of pendency of the civil suit before the Delhi High
Court, was interested in pursuing the winding up petition (or withdraw the same with liberty to file a fresh
petition in case of future need). An affidavit was filed on behalf of the Company before the Allahabad High
Court wherein it was prayed, inter alia, that in the interest of justice, the hearing of winding up petition be
adjourned till the disposal of the civil suit in Delhi High Court.

The petition came for hearing on September 16, 2005 before the Company Judge and was heard. The
Company judge however, relying upon a decision of the Division Bench held that the matter has to be
considered by the Lucknow bench upto the stage of the order of winding up and only thereafter can be
heard at Allahabad. Hence, the court directed that the record of the Company Petition be transmitted to the
Company Judge at Lucknow.

Arrangements are being made for taking away the papers from the office of Allahabad Advocate and to
engage a counsel at Lucknow. The matter would be heard at Allahabad Court only after winding up order is
passed at Lucknow.

C. Winding Up of M/s Captech Online Private Limited

A sum of Rs. 4,213,734 is receivable from M/s Captech Online Private Limited towards professional
services rendered by the Company. As the Company was unable to recover the said amount inspite of
vigorous follow up, the Company initiated the process of filing a winding up petition in Hon’ble High
Court at Mumbai. On September 14, 2004, the winding up petition was signed by the Managing Director of
the Company and filed with the Court. On December 10, 2004 the matter was listed. Our Advocate
submitted with the Hon’ble High Court that Captech’s office has been closed down and they are not
accepting the service of the Petition. Our Advocate requested the Hon’ble High Court to allow
advertisement of the Petition as a substituted service. However, the Hon’ble High Court declined to pass
such Order.

Subsequently, the winding up petition along with our Advocate’s letter was delivered by ICRA to Captech
in February 2005.

The matter was listed on April 15, 2005 in Bombay High Court for admission. The Hon’ble High Court
was pleased to admit the Company’s Petition and directed our lawyer to advertise the same in local
newspapers and Government Gazette. Our lawyer applied for the certified copy of the Order and has
obtained the same.



                                                     112
Advertisements were published in Free Press Journal and Navshakti. It was also published in Maharashtra
Government Gazette on May 21, 2005. The matter is yet to come up for final hearing.

D. Show Cause cum Demand Notice from Deputy Commissioner of Service Tax Cell, Chennai.

The Company received a Show Cause cum Demand Notice from the Deputy Commissioner, Service Tax
Cell, Chennai requiring us to show cause why Service Tax of Rs.860,507 being the Service Tax on the
Advisory Services invoices raised during the period from October, 1998 to March, 2002 not be demanded
from the Company. Further, he has required us to show cause for not demanding interest and penalty
thereon.

The matter was referred to Lawyers at Chennai and a reply to Show Cause cum Demand Notice drafted by
the Lawyers was submitted on May 13, 2004 with the office of Service Tax Department. Later on, the
Superintendent of Central Excise, Service Tax Cell called for personal hearing on July 5, 2004. The
Company submitted additional information on July 20, 2004 as requested by the Department on personal
hearing. A letter dated August 18, 2004 was received from the Department advising us to submit the
copies of the agreements of all the clients of Advisory Services assignments rendered by our Chennai
branch for the period October’98 to March’ 02 which were submitted by us on September 17, 2004. The
Department called us again for personal hearing on October 29, 2004 and ICRA representatives along with
lawyer appeared before the Deputy Commissioner of Service Tax, Chennai.

The Company received an order dated December 30, 2004 from the Deputy Commissioner of Service Tax,
Chennai rejecting the contentions as under:-

i.    He confirmed the demand of Service Tax of Rs.860,507/- (Rupees Eight Hundred Sixty Thousand Five
      Hundred and Seven only) proposed in the Show Cause Notice under Section 73(a) of the said Act.

ii.   He confirmed the demand of interest for the period from October 1998 to March 2002 and until the
      Service Tax of Rs. 860,507/- is paid up completely under Section 75 of the said Act as proposed in the
      Show Cause Notice.

iii. He imposed a penalty of Rs.100/- per day under Section 76 of the said Act for the period from October
     1998 to March 2002, and until the Service Tax of Rs. 860,507/- is paid up completely. The Deputy
     Commissioner restricted the penalty to the limit of the total tax amount.

iv. He imposed a penalty of Rs.1,000/- for the failure to file the ST3 return in time for the period from
    October 1998 to March 2002, under Section 77 of the said Act.

As directed by the Board of Directors of the Company in its meeting held on February 11, 2005, the
representatives of the Company alongwith Advocates appeared before the Commissioner (Appeals) on
April 12, 2005 and expressed willingness to pay the disputed tax amount and requested to stay the
proceedings for recovery of interest and penalties till the appeal is decided finally. None of the
representatives from the Service Tax Department appeared on that day. The hearing on that only involved
granting of stay and approving the payment of pre-deposit. It was in our interest to settle the pre-deposit on
a priority basis. The merits of the case and our appeal were not taken up on that day. As a result, there was
no discussion on reduction in Service Tax payable from Rs. 8,60,507 to Rs.668,007 due to bad debts. The
Commissioner (Appeals) was of the opinion that the issue at hand is a debatable and directed to deposit the
entire amount of disputed Service Tax of Rs. 8,60,507 and thereafter file an application for out of turn
hearing. Our Advocate advised us that it is better for us to pay the entire Service Tax amount since only
then the interest and penalty amount would stop accruing. The amount of disputed Service Tax was
deposited on May 5, 2005.

The personal hearing for the main Appeal was held on June 14, 2005. The hearing was attended by the
senior counsel, Mr. T. K. Seshadri, Mr. T.K. Bhaskar and from Chennai Branch, Mr. V. Sriram and Mr. N.
Venkateswaran.




                                                     113
The Commissioner of Central Excise (Appeals) in his order dated August 17, 2005 decided the said appeal
against the Company and held that the advisory services rendered by the Company are very much in the
nature of “Management Consultant” service and are not exempted from payment of Service Tax. He held
the Company liable to pay interest on the Service Tax and he set aside the payment of penalties imposed by
the Adjudicating Authority. The Company has filed an appeal to the Appellate Authority. The Company
has filed an appeal to the Appellate Authority against the Order passed by the Commissioner of Central
Excise (Appeals). The matter is likely to come up for hearing in the month of February 2006.

Cases filed against ICRA

A. Leafin India Limited – Hyderabad

The legal cases in Hyderabad have been filed on account of the default in the payment of public deposits by
Leafin India Limited, a NBFC rated by ICRA. The status of the cases is as follows:

i.    Legal Notice

In April 2000 the Managing Dircetor of ICRA had received a legal notice from Leafin Depositors
Association alleging ICRA’s irresponsibility and collusion with the officials of Leafin India Limited in
giving a false credit Rating. The association threatened ICRA and the Managing Director with legal action
(both civil and criminal), if a proper explanation and justification for the basis of assigned rating was not
given. ICRA’s advocate, Mr. S. Ravi, sent a reply to the above notice in May, 2000. There is no further
progress in the matter.

ii.   Criminal Complaint filed against ICRA and the Managing Director

A rejoinder was received from the advocate of the said Association in May, 2000 stating that a member of
the Association had already filed a criminal complaint in the Criminal Court, Nampally, Hyderabad against
ICRA and its Managing Director in his personal capacity under the provisions of Indian Penal Code and
that the said complaint was referred to The C.B. – C.I.D for investigation.

The advocate has informed the Company that C.B. – C.I.D. personnel may be visiting the offices for
investigation and has advised the Company to provide full cooperation and sharing of information with the
investigators. Till date, there have been no further developments.

iii. Case nos. 476,478,480,482,484,486,488,489,490,491 of 2000

This pertains to the complaints filed by another 10 depositors of Leafin India Limited in the Consumer
Disputes Redressal Forum, Hyderabad. On February 07, 2005, the Consumer Disputes Redressal Forum
issued orders directing ICRA to pay Rs. 10000/- towards compensation to each complainant.

On March 4, 2005 ICRA has filed appeals along with affidavits in all the ten cases in the A.P. State
Consumer Disputes Redressal Commission. These cases came for hearing on July 28, and ICRA’s appeals
have been admitted in the State Commission. The matter was posted to October 20, 2005 for appearance of
the Complainants. The counsel for the respondents filed a memo of appearance and the cases now stand
posted to January 18, 2006.

iv. Cases C.D. nos. 371, 372, 373, 374, 375, 385, 386, 396, 397, 398, 399, 400, 403, 418 of 2005.

14 more depositors of Leafin India have filed complaints against ICRA. Status is as follows:

C.D. Nos.371, 373, 375, 385 & 397 (all in Forum I): In these cases the counters have been filed by ICRA
on July 28, 2005. Subsequently on august 29, 2005, Leafin India has also filed its counter. In all these
cases, the complainants have filed the affidavits. These cases are now posted to January 30, 2006 for filing
of written arguments by Opposite Party No.1 and the Complainant.




                                                    114
C.D. Nos. 398, 400 & 403 (all in Forum II): ICRA has filed the counters on July 18, 2005. Subsequently,
Leafin India has also filed the counter. The complainants have filed the affidavits, and the cases are now
posted to January 24, 2006 for filing of written arguments by all the parties. Written arguments on behalf
of ICRA have been prepared by the Counsel and are going to be filed on the said date.

C.D. nos. 372, 374, 386, 396, 399 & 418 (all in Forum III): These cases are in three stages:

For the case 418, Affidavit in chief has been filed by ICRA. This stands posted to January 18, 2006 for
orders.

Cases 372 & 399: The complainants have filed the affidavit, and the cases are listed for January 30, 2006
for filing of written arguments by Opposite Party I and the Complainant.

Cases 374, 386, & 396 are posted for February 7, 2006 for filing of written arguments by Opposite Party I
and the Complainant

B. Service Tax Matters

The Board of Directors was informed in its meeting held on October 15, 2003 that the Company was
neither collecting nor depositing Service Tax on Advisory Services and Information Services rendered on
the basis of Trade Notice No.7/98 ST, dated October 13, 1998 issued by Mumbai Commissionerate. This
notice clarified that Information and Advisory Services rendered by Credit Rating Agencies would not
attract Service Tax for the reason that “Taxable Service” in respect of a credit Rating Agency means
services provided to a client only in relation to credit Rating of any financial obligation, instrument or
security.

However, the Company received notices from the Office of Commissioner of Service Tax in the Mumbai
office vide their letters dated October 1, 2002, December 20, 2002 January 29, 2003, February 25, 2003,
April 4, 2003 and August 13, 2003 wherein in addition to raising other points they indicated that ICRA is
covered under the head “Management Consultants Services” w.e.f. October 16, 1998 for Advisory Services
without considering the aforesaid Trade Notice No.7/98 ST, dated October 13, 1998 issued by Mumbai
Commissionerate about non applicability of Service Tax on Advisory Services and Information Services
rendered by the Credit Rating Agencies. In the replies given by the Company to the Central Excise
Department, the Company had continued with the stand of non-applicability on the basis of the said Trade
Notice after taking legal opinion from the Advocates.

The Company’s informal enquiries from the other major Credit Rating Agency engaged in Advisory
Services, revealed that they were also not collecting and depositing Service Tax on Advisory Services and
Information Services on the basis of said Trade Notice issued by the Service Tax Department. However,
they started collecting and paying Service Tax after covering themselves under the head “Banking and
other Financial Services” w.e.f. August 16, 2002 since the companies were also covered for payment of
Service Tax from that dare on Advisory and other auxiliary financial services including transfer of
information and data processing etc. It may be clarified that before August 16, 2002 the Body Corporates
(including Companies) were not covered under “Banking and other Financial Services” for payment of
Service Tax.

In view of the above and on the basis of an opinion taken from M/s K.R. Chawla & Co., Advocates about
the applicability of Service Tax on Advisory Services and Information Services rendered by the Company,
as a matter of abundant caution, the Company voluntarily covered the aforesaid services w.e.f. August 16,
2002 under the head of “Banking and other Financial Services” and deposited the dues in September 2003
along with interest.

C. Show Cause cum Demand Notice from Deputy Commissioner of Service Tax Cell, Mumbai.

Last communication was received from office of the Deputy Commissioner of Service Tax unit Mumbai IV
vide their reference no. ICRA/MIV/ST/2878 dated August 13, 2003 in the form of Show cause Cum
Demand Notice.


                                                    115
The Company clarified the stand in response to the above letter vide our letter dated August 25, 2003 and
also offered to appear personally on the dare convenient to the Deputy Commissioner.

After submitting the reply to the Deputy Commissioner’s office, the Company has neither received any
communication nor heard anything from the Service Tax Department.

E. Rajasthan Consultancy Organisation Limited

     Sr.       Parties against     Court/Forum                     Particulars                       Status
     No.      whom cases filed
     1.      V N Bhargava,         Rajasthan High   V.N.Bhargava, Consultant (Mech), made         Pending
             Consultant (Mech)     Court            allegations against Shri K.B.Singh, the
                                                    then M.D. subsequently, Mr. Bhargava,
                                                    was suspended on 10.3.85 Mr. Bhargava
                                                    filed case in the labour court and won the
                                                    case in 1998. RAJCON appealed before
                                                    the Rajasthan High Court on 28.2.98
     2.      Mr. Ashok Jain        Labour   Court   Mr. Jain after resigning, filed the case in   Pending
                                   Jaipur           the labour court claiming officiating &
                                                    other allowances.
     3.      Mr. Vishnu Mathur,    Rajasthan High   Mr. Vishnu Mathur, the Consultant             First hearing
             Consultant Incharge   Court            Incharge had abandoned his service of         on 11.2.05.
                                                    RAJCON w.e.f. 9.10.2001. However, he          Next Date
                                                    is disputing the same and lodged claims       Not Notified
                                                    for salary and perks.
     4.      Mr. R K Jain,         Rajasthan High   Mr. R.K.Jain, the Accounts officer, had       First hearing
             Accounts officer      Court            abandoned his service of RAJCON w.e.f.        on 15.9.2005
                                                    12.9.2001. However, he is disputing the       Next date on
                                                    same and lodged claims for salary and         20.2.2006
                                                    perks

F.        Kenindia Assurance Company Limited (Incorporated in Kenya)

As on 31st December 2004 the Company has filed 843 cases for recovery of Rs 739 lacs. The Company has
filed to 843 Cases filed by the Company

As on 31st December 2004 there are about 9395 claims amounting to Rs 2618 lacs filed against the
Company.

G. Foremost Factors Limited

As on 31st March 2005 the Company has filed 12 cases amounting to Rs 107 Lacs. There are no cases filed
against the Company.

H. IFCI Financial Services Limited

The Company has filed an appeal before the Securities Appellate Tribunal (SAT) against the demand of Rs
37 lacs made by SEBI on account of turnover based registration fees.

There is one labour case pending against the Company under the Minimum Wages Act filed by a contract
workman.

I.        Madhya Pradesh Consultancy Organisation Limited:

There are four cases filed against the company. The amount involved is not ascertainable.



                                                     116
J.   HARDICON Limited:

There are no litigations filed by or against the company as on 31st March 2004 except suits filed by two ex-
employees in different courts of law, protesting the termination of their services. The amount involved is
not ascertainable.

K. Tourism Finance Corporation of India Limited:

As on 31st March 2004 there are 51 cases filed by the company with principal amount involved being
Rs.155.39 crores.

L. The New India Assurance Company (Sierra Leone) Limited:

As per the Balance Sheet as on 31st December 2003:

The company has denied liability for claims amounting to US$ 86,79,769 and 77,70,556 Liberian $on the
Liberian branch from the situation in Liberia. There are pending litigations for which the company has
obtained legal opinion that it will incur no liability on these claims.'

M. Litigation details pertaining to The New India Assurance Company (Trinidad & Tobago) Limited:

As per the Balance Sheet as on 31st December 2003:

The company has denied liability for claims intimated arising from the events of 27th July 1990. This is
based on legal advice, which is based on reinsurers' common stand that these losses are not covered under
treaty wordings. Also, no provisions have been made for legal costs, which may be incurred in respect of
court actions arising out of these claims.

The company is defending various legal actions relating to claims in dispute. These arose during the normal
course of business. After taking legal advice, the management has established certain provisions that are
reflected in these financial statements. The actual outcome of these legal actions could result in payments
that differ from provisions established by management.'

* NOTE: THE INFORMATION RELATING TO THE GROUP COMPANIES PROMOTED BY
THE PROMOTERS OF THE COMPANY GENERALLY AND IN PARTICULAR CONCERNING
THE LEGAL PROCEEDINGS AND CLAIMS IS BASED ON THE INFORMATION RECEIVED
BY THE COMPANY FROM THE GROUP COMPANIES PROMOTED BY THE PROMOTERS
OF THE COMPANY AND WHICH INFORMATION HAS NOT BEEN INDEPENDENTLY
VERIFIED. EXCEPT AS PROVIDED HEREIN THE COMPANY HAS NOT RECEIVED ANY
UPDATED INFORMATION IN RESPECT TO THE LEGAL PROCEEDINGS AND OTHER
INFORMATION WITH REGARDS TO THE CLAIMS FILED BY OR AGAINST THE GROUP
COMPANIES PROMOTED BY THE PROMOTERS OF THE COMPANY.

LITIGATION AGAINST THE OUR DIRECTOR MR R. M. MALLA

Our Director Mr. R. M. Malla is also a director in Haldia Petrochemicals Ltd.

Chatterjee Petochem (Mauritius) Co. and Others has filed proceeding against the Company viz Haldia
Petrochemicals Ltd and its Directors challenging allotment of equity shares to IOC and other related issues.
The Proceeding are pending before the Company Law Board New Delhi. The proceedings does not have
any financial implication against the Director.




                                                    117
GOVERNMENT APPROVALS AND LICENSING

Various approvals and Licenses obtained by the Company are listed below. It must, however, be distinctly
understood that in granting the above consents/ licenses/ permissions/ approvals, the Government does not
take any responsibility for the financial soundness of the Company or for the correctness of any of the
statements or any commitments made or opinions expressed.

Investment Approvals (FIPB/ RBI, etc.)

As per Notification No. FEMA 20 / 2000 - RB dated 3rd May 2000, as amended from time to time, under
automatic route of Reserve Bank, the Company is not required to make an application for Issue of Equity
Shares to NRIs/FIIs with repatriation benefits. However, the allotment / transfer of the Equity Shares to
NRIs/ FIIs shall be subject to prevailing RBI Guidelines. Sale proceeds of such investments in Equity
Shares will be allowed to be repatriated along with the income thereon subject to the permission of the RBI
and subject to the Indian tax laws and regulations and any other applicable laws.

Approval for carrying out Housing Finance Business

Certificate of registration No. 01.0025.02 dated May 7, 2002 from NHB under section 29A of the NHB
Act, 1987 to GICHFL to carry on the business of a housing finance institution.




                                                   118
                 XIII. OTHER REGULATORY AND STATUTORY DISCLOSURES

IMPORTANT INFORMATION

•   Under no circumstances should any request be sent to the Lead Manager to the Offer.
•   The Company undertakes to provide adequate Funds to the Registrars to the Offer for posting of the
    Refund Orders/Letters of Allotment/ Share Certificates by registered post wherever applicable.

AUTHORITY FOR THE PRESENT ISSUE

The Board of Directors of the Company (hereinafter referred to as “The Board”) in pursuance to a special
resolution passed at the Extra-ordinary General Meeting held on January 23, 2006 have decided to offer
2,69,25,533 equity shares of Rs. 10/- each at premium of Rs. 30/- per share aggregating to Rs.
1,07,70,21,320 to the existing equity shareholders of the Company on rights basis in the ratio of 1 (one)
equity share for every 1 (one) equity share (i.e. 1:1) held as on March 21, 2006 (hereinafter referred to as
“Record Date”).

PROHIBITION BY SEBI

The Company, its Promoters, Directors or any of the Company’s associates or group companies with which
the Directors of the Company are associated as Directors or Promoters have not been prohibited from
accessing the capital market under any order or direction passed by SEBI.

The Promoters, their relatives, GICHFL, Group Companies are not detained as willful defaulters by RBI/
Government authorities and there are no violations of securities laws committed by them in the past or
pending against them.

ELIGIBILITY

GIC Housing Finance Ltd. is an existing listed Company. It is eligible to offer this Rights Issue in terms of
Clause 2.4 (iv) of the SEBI (DIP) Guidelines, 2000.

DISCLAIMER CLAUSE

AS REQUIRED A COPY OF THIS LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI. IT
IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THIS LETTER OF
OFFER TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE
CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER
DOCUMENT. LEAD MERCHANT BANKER, IDBI CAPITAL MARKET SERVICES LIMITED,
HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI GUIDELINES FOR
DISCLOSURES AND INVESTOR PROTECTION IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS
PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF
ALL RELEVANT INFORMATION IN THE LETTER OF OFFER, THE LEAD MANAGER IS
EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
 DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS
THIS PURPOSE, THE LEAD MANAGER, IDBI CAPITAL MARKET SERVICES LIMITED
HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED JANUARY 30, 2006 IN
ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATION 1992 WHICH READS
AS FOLLOWS:


                                                    119
   (I) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO
       LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES
       WITH COLLABORATORS ETC. AND OTHER MATERIALS IN CONNECTION WITH
       THE FINALISATION OF THE LETTER OF OFFER PERTAINING TO THE SAID
       ISSUE.

   (II) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE
        COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES,
        INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE
        OBJECTS OF THE ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION
        AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE
        AND OTHER PAPERS FURNISHED BY THE COMPANY.

      WE CONFIRM THAT:

      (A) THE LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY WITH
          THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;
      (B) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE, AS
          ALSO THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE
          GOVERNMENT AND ANOTHER COMPETENT AUTHORITY IN THIS BEHALF
          HAVE BEEN DULY COMPLIED WITH; AND
      (C) THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE, FAIR AND
          ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED
          DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE.
      (D) WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES
          NAMED IN THE LETTER OF OFFER ARE REGISTERED WITH SEBI AND THAT
          TILL DATE SUCH REGISTRATION IS VALID.

AS PER CLAUSE 5.1.1 OF THE SEBI (DIP) GUIDELINES, 2000 THE LIABILITY OF THE
LEAD MANAGER SHALL CONTINUE EVEN AFTER COMPLETION OF THE ISSUE
PROCESS.

THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER SECTION 63 OF THE COMPANIES ACT, 1956,
OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE.
SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE
LEAD MANAGER FOR ANY IRREGULARITIES OR LAPSES IN THE LETTER OF OFFER.

THE PROMOTERS/DIRECTORS OF GICHFL VIZ. MR. R. K. JOSHI, MR. A K GUHA, MR. V.
RAMASAAMY, MR. B. CHAKRABARTI, MR. M. K. GARG, MR. M. RAMADOSS, MR. N. R.
RANGANATHAN, MR. M. K. TANDON, MR. B. P. DESHMUKH, MR. R. M. MALLA,
MR. ARUN DATTA, MR. MANU CHADHA DECLARE AND CONFIRM THAT NO
INFORMATION/MATERIAL LIKELY TO HAVE A BEARING ON THE DECISION OF
INVESTORS IN RESPECT OF THE SHARES OFFERED IN TERMS OF THIS LETTER OF
OFFER HAS BEEN SUPPRESSED/WITHHELD AND/OR INCORPORATED IN THE MANNER
THAT WOULD AMOUNT TO MIS-STATEMENT/MISREPRESENTATION AND IN THE
EVENT OF ITS TRANSPIRING AT ANY POINT IN TIME TILL ALLOTMENT/REFUND, AS
THE CASE MAY BE, THAT ANY INFORMATION/MATERIAL HAS BEEN SUPPRESSED/
WITHHELD AND/OR AMOUNTS TO A MIS-STATEMENT/MIS-REPRESENTATION, THE
PROMOTERS/DIRECTORS UNDERTAKE TO REFUND THE ENTIRE APPLICATION
MONIES TO ALL SUBSCRIBERS WITHIN 7 DAYS THEREAFTER WITHOUT PREJUDICE
TO THE PROVISIONS OF SECTION 63 OF THE COMPANIES ACT.




                                    120
CAUTION/DISCLAIMER CLAUSE OF THE ISSUER AND THE LEAD MANAGER

The Company and the Lead Manager accept no responsibility for the statements made otherwise than in the
Letter of Offer or in the advertisement or any other material issued by or at the instance of the issuer and
that anyone placing reliance on any other source of information would be doing so at their own risk.

DISCLAIMER IN RESPECT OF JURISDICTION

This Offer is being made in India to persons resident in India (including Indian nationals resident in India
who are majors, Hindu Undivided Families, companies, corporate bodies and societies registered under the
applicable laws in India and authorised to invest in shares, Indian mutual funds registered with SEBI,
Indian Financial Institutions, Commercial Banks, Regional Rural Banks, Co-Operative Banks (subject to
RBI permission), Trusts registered under the Societies Registration Act, 1860, or any other Trust law and
who are authorised under their constitution to hold and invest in shares) and to NRIs, OCBs (subject to RBI
permission) and FIIs as defined under the Indian laws. This Offer Document does not, however, constitute
an offer to sell or an invitation to subscribe to securities issued hereby in any other jurisdiction. Any person
into whose possession this Offer Document comes is required to inform himself about and to observe any
such restrictions. Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate
court(s) in India only.

No action has been or will be taken to permit a public offering in any jurisdiction where action would be
required for that purpose, except that this Offer Document has been submitted to the SEBI. Accordingly,
the equity shares represented thereby may not be offered or sold, directly or indirectly, and this Offer
Document may not be distributed, in any jurisdiction, except in accordance with the legal requirements
applicable in such jurisdiction. Neither the delivery of Offer Document nor any sale hereunder shall, under
any circumstances, create any implication that there has been no change in the affairs of GIC Housing
Finance Limited since the date hereof or that the information contained herein is correct as of any time
subsequent to this date.

LISTING

The existing equity shares of the Company are listed on BSE (Designated Stock Exchange), NSE and CSE.

Applications will be made to the BSE and the NSE for permission to deal in and for an official quotation in
respect of the equity shares of the Company being offered in terms of this Letter of Offer. The Company
has received ‘in-principle’ approval from BSE and NSE for listing of the equity shares issued pursuant to
the Rights Issue vide their letter no. DCS/SMG/SDM/RK/NS/06 dated February 28, 2006 and letter no.
NSE/LIST/20687-9, dated March 2, 2006 respectively.

The Company has passed resolution for delisting of equity shares from CSE and MSE in its AGM on
September 15, 2005 and made application for delisting to CSE & MSE. MSE vide their letter dated
December 21, 2005 has granted delisting approval. Delisting approval from CSE is yet to be received
by the Company. The Equity Shares to be issued through this Issue would be listed on BSE and NSE.

DISCLAIMER CLAUSE OF THE BOMBAY STOCK EXCHANGE LIMITED (BSE)

As required a copy of Letter of Offer has been submitted to BSE. The BSE has given the permission to the
Company vide its letter dated February 28, 2006 to use their name in the Letter of Offer as one of the stock
exchanges on which Equity Shares of the Company being issued in terms of the Letter of Offer are
proposed to be listed.

“Bombay Stock Exchange Limited (“the Exchange”) has given vide its letter dated February 28, 2006,
permission to this company to use the Exchange’s name in this Letter of Offer as one of the stock
exchanges on which this company’s securities are proposed to be listed. The Exchange has scrutinized this
Letter of Offer for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to this Company. The Exchange does not in any manner:



                                                      121
i.   warrant, certify or endorse the correctness or completeness of any of the contents of this letter of offer;
     or
ii. warrant that this company’s securities will be listed or will continue to be listed on the Exchange; or
iii. take any responsibility for the financial or other soundness of this company, its promoters, its
     management or any scheme or project of this company;

and it should not for any reason be deemed or construed that this letter of offer has been cleared or
approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of
this company may do so pursuant to independent inquiry, investigation and analysis and shall not have any
claim against the Exchange whatsoever by reason of any loss which may be suffered by such person
consequent to or in connection with such subscription /acquisition whether by reason of anything stated or
omitted to be stated herein or for any other reason whatsoever."

DISCLAIMER CLAUSE OF THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

As required a copy of this Letter of Offer has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). The NSE has given the permission to the Company vide its letter Ref. No.
NSE/LIST/20867-9 dated March 2, 2006 permission to the Issuer to use Exchange’s name in this letter of
offer as one of the stock exchanges on which this Issuers securities are proposed to be listed. The exchange
has scrutinized this Letter of Offer for their limited internal purpose of deciding on the matter of granting
the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given
by NSE should not in any way be deemed or construed that the Letter of Offer has been cleared or
approved by NSE nor does it in any manner warrant, certify or endorse the correctness or completeness of
any of the contents of this Letter of Offer; nor does it warrant that the Issuer’s securities will be listed or
will continue to be listed on the Exchange nor does it take any responsibility for the financial or other
soundness of the Issuer, its promoters, its management or any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquires any securities of this Company may do so
pursuant to an independent inquiry or any investigation and analysis and shall not have any claim against
the exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated
herein or for any other reason whatsoever.

FILING

A copy of the draft Letter of Offer has been filed with SEBI, Mumbai, The Bombay Stock Exchange
Limited (BSE) (Designated Stock Exchange), and the National Stock Exchange (NSE).

IMPERSONATION

Attention of the applicants is specifically drawn to the provisions of Sub-Section (1) of section 68A of
the Companies Act, 1956 which is reproduced below:

“ Any person who –
  (a) makes in a fictitious name an application to a Company for acquiring, or subscribing for, any
       shares therein, or
  (b) otherwise induces a Company to allot or register any transfer of shares therein to him, or any
       other person in a fictitious name,
shall be punishable with imprisonment for a term which may extend to five years.”

CONSENTS

Consents in writing of: (a) the Directors, the Company Secretary and Compliance Officers, the Auditors,
Lead Manager to the Issue and Registrar to the Issue, to act in their respective capacities, have been
obtained and shall be filed along with a copy of the Letter of Offer with SEBI and such consents have not
been withdrawn up to the time of delivery of this Letter of Offer for registration with SEBI.



                                                      122
M/s M. P. Chitale & Co, Stautory Auditors, have given their written consent to the inclusion of their report
in the form and context in which it appears in this Letter of Offer and such consent and report has not been
withdrawn up to the time of delivery of this Letter of Offer for filing with the SEBI.

Expert Opinion

Expert opinion has been obtained from M/s M. P. Chitale & Co., Chartered Accountants for the tax benefits
available to the company and its shareholders. The same is given in this letter of offer on page no. 19.

Expenses of the Issue

The expenses of the Rights Issue to be incurred by the Company are estimated to be around Rs. 79.50 lacs
as detailed below:

 Particulars                                              Rs. In Lacs      % of total        % of Total
                                                                           expenses          Issue Size
 Fees for the Lead Manager                                        25.00       31.45%               0.23%
 Fees for the Registrar to the Issue                               1.70         2.14%              0.02%
 Fees to Legal Advisor to the Issue                                5.00         6.29%              0.05%
 Fees to auditors to the Issue                                     0.30         0.38%              0.00%
 Additional listing fees for Stock Exchanges                       1.00         1.26%              0.01%
 SEBI Filing Fees                                                  2.50         3.14%              0.02%
 Corporate Action Fees                                             1.25         1.57%              0.01%
 Statutory Advertisement Expenses                                  7.50         9.43%              0.07%
 Printing of Offer Documents                                       5.25         6.60%              0.05%
 Printing of CAF                                                   0.25         0.31%              0.00%
 Postage Charges                                                  18.00       22.64%               0.17%
 Printing of Share Certificate                                     0.50         0.63%              0.00%
 Other Expenses                                                    1.25         1.57%              0.01%
 Stamp Duty                                                       10.00       12.58%               0.09%
 Total                                                            79.50      100.00%               0.74%

Previous Public Issues or Rights Issues

The Company has made a rights issue of 8975561 equity share of Rs. 10 at a premium of Rs. 6 per share
aggregating to Rs. 14,36,08,976/- in September 2004. The object of the said issue was to enhance the CAR
and to meet the issue expenses.

Previous Issue of Shares Otherwise Than For Cash

The Company has not made any issue otherwise than for cash.

Commission or Brokerage on Previous Issues

The Company made one public issue since inception and 1.50% of the issue price underwriting commission
was paid, as the issue was underwritten. The Company has paid the brokerage of 1.50% of the issue price
to the members of any recognized stock exchange in India on the issue price of Equity Shares on the basis
of allotment made against applications bearing their respective stamps in the Broker’s column. Brokerage
at the same rate was also paid to the Bankers to the Issue in respect of allotments made against applications
procured by them provided the relative forms off application bear their respective stamps in the Broker’s
column.




                                                    123
  PARTICULARS IN REGARDS TO CAPITAL ISSUE DURING THE LAST THREE YEARS

  By The Company

  The Company has made a rights issue of 8975561 equity share of Rs. 10 at a premium of Rs. 6 per share
  aggregating to Rs. 14,36,08,976/- in September 2004. The object of the said issue was to enhance the CAR
  and to meet the issue expenses. Brief particulars regarding the issue is as below:

       Particulars
       Issue Type                                           Rights Issue
       No. of Equity Shares offered                         8975561 equity share
       Issue Price                                          Rs. 16
       Date of opening                                      September 29, 2004
       Last date for receiving requests for split forms     October 13, 2004
       Date of Closing                                      October 28, 2004
       Date of Allotment                                    November 27, 2004
       Date of refund                                       November 27, 2004
       Date of listing                                      December 6, 2004

  Listed companies under the same management within the meaning section 370 (1)(B) of the
  Companies Act, 1956

  None of the listed group companies of GICHFL have made preferential allotment of shares or issued
  debentures or made any public or rights issue in the past three years.

  PROMISE VERSUS PERFORMANCE

  1)    The Company had made a public issue of 53,99,600 Equity Shares of Rs. 10/- each for cash at a
        premium of Rs. 40/- per share aggregating Rs. 26,99,80000 in the year 1995. The promises made in
        the prospectus at the time of the IPO and the actual performances of the Company are given below:

  Particulars                                        For the year ended March 31 (In Rs lacs)
                                   1995                                1996                            1997
                     Projected    Actual    Variation     Projected Actual Variation Projected        Actual   Variation
                                                %                                 %                               %
Sanctions                 9300     11537          24.10       14000 20223          44.45      17000   16360        -3.76
Disbursements             7080      5649         -20.21        9100    12453       36.85      11400   14279        25.25
Operating                 1839      1437        -21.86         3107     2580      -16.96       4294    4692         9.27
Income:
Investment                 293       571          94.88          310     794       156.13      212      355        67.45
Income
Fees & Other               110       152          38.18          207     359       73.43       408      262       -35.78
Charges
Total Income              2242      2160          -3.66         3624    3733          3.01    4914     5309         8.04
PBDIT                      1971     1964          -0.36         3249    3340         2.80     4544     4739         4.29
Interest                  1320      1156         -12.42         2176    1729       -20.54     3270     3229        -1.25
Depreciation                 22       13         -40.91            37      20      -45.95        60      26       -56.67
PBT                         629      795          26.39          1036    1591       53.57     1214     1484        22.24
PAT                         455      623          36.92           750   1134        51.20      879     1023        16.38
EPS (Rs)                   4.27     5.56          30.21          4.17    6.30       51.08      4.88    5.68        16.39
Dividend (%)               12.5       15          20.00            15      17       13.33        17      20        17.65
Book Value (Rs)           31.61    31.06          -1.74         34.46   36.61        6.24    37.64    40.15         6.67

  2)    The Company made a rights issue of 89,75,561 equity shares of Rs.10 at a premium of Rs.6 per share
        aggregating to Rs. 14,36,08,976/- in September 2004. No promises were made in that Rights Issue.



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For Listed Companies in the Group

None of the listed companies in the group have issued equity shares pursuant to a public/rights issue during
the past five years.

STOCK MARKET DATA

The equity shares of the Company are listed on the Stock Exchange, Mumbai. The stock market data for
the equity shares on the BSE are as follows:

                              High                                         Low                       Average
               High         Date          Volume             Low         Date         Volume          Price
Particulars
               (Rs)                       (no. of            (Rs)                     (no. of         (Rs.)
                                          shares)                                     shares)
  2003          46.50     10/12/2003        298058            10.80    25/04/2003          17700           19.19
  2004          43.00     09/01/2004         79026            23.00    17/05/2004          12100           25.75
  2005          59.80     23/12/2005        596563            29.90    18/01/2005          46925            49.3
Aug., 2005      52.70     18/08/2005         240905           42.15    01/08/2005         243975           47.59
Sep., 2005      55.30     20/09/2005         488918           44.85    23/09/2005          98930           49.07
Oct., 2005      48.70     04/10/2005          37631           38.15    21/10/2005          29969           44.31
Nov. 2005       48.90     07/11/2005          32266           43.95    02/11/2005          21950           46.55
Dec. 2005       59.80     23/12/2005        596563            45.55    05/12/2005           18885          49.60
Jan. 2006       58.60     24/01/2006         207545           51.05    17/01/2006          49364           53.38
Feb. 2006       54.70     01/02/2006          35314           48.20    28/02/2006           43795          50.86

Week end price of equity Shares of GICHFL on the BSE

 Week ended                     Closing Price (Rs)         Highest during the week     Lowest during the week
 13/02/06 – 17/02/06                         50.40                            53.25                      50.15
 20/02/06 – 24/02/06                         50.25                            51.35                      49.10
 27/02/06 – 03/03/06                         47.80                            51.45                      47.50
 06/03/06 – 10/03/06                         49.65                            53.00                      47.60

The market price of GICHFL as on 27/12/2005 immediately after the date on which the resolution of the
Board of Directors approving the issue was passed 26/12/2005 is Rs. 51.35/-. The market price of GICHFL
as on 24/01/2006 immediately after the date of the EGM (23/01/2006) was Rs. 56.60/-.

        The Cum-Rights Closing price of the shares of the Company as on 10/03/2006 was Rs. 48.35
        The Ex-Rights Closing price of the shares of the Company as on 13/03/06 was Rs. 43.45

Mechanism for Redressal of Investor Grievances

The Company has a Registrar and Share Transfer Agent. The investor grievances are redressed within a
period of one week from the date of receipt of the complaint.

Disposal of Investor Grievance

The Company has appointed Sharepro Services (India) Pvt. Ltd., Registrar and Share Transfer Agents, as a
common agency to expedite the process of share transfer. The share transfers lodged are being processed
on a day-to day basis and memorandum of transfers is generated on a fortnightly basis. Investor Grievance
received during the period from October 1, 2005 to December 31, 2005 have been resolved and there are
no pending investor grievances as on date. Details of the investor complaints received are given below:




                                                     125
 Sr. No   Particulars                                                         Received      Resolved
    1.    Non Receipt of Share after transfer                                     5             5
    2.    Non Receipt of Dividend                                                15            15
    3.    Received letter from SEBI regarding loss of share certificate           3             3
          Total                                                                  23            23

The Company has appointed Mr. S. Sridharan, Company Secretary, as Compliance Officer. The investors
may contact the Compliance Officer in case of any pre issue/post issue related problems such as non-
receipt of allotment advice, refund orders, demat credits etc. The Compliance Officer will be available at
the following address: Company Secretary and Asst. Vice President, GIC Housing Finance Limited, 3rd
Floor, Universal Insurance Building, Sir P.M. Road, Fort, Mumbai - 400 001 Tel: (022) 2288 1783 Fax:
(022) 2288 4985

Change in Auditors

There has been no change in the auditors during last three years.

Capitalization of reserves or profit

We have not capitalized our reserves or profits during the last five years.

Revaluation of Assets

We have not revalued our assets in the past five years.




                                                     126
                                      XIV. TERMS OF THE ISSUE

The Equity Shares now being offered are subject to the provisions of the Act and the terms and conditions
of this Letter of Offer, the CAF, the MoA and AoA of the Company, the approvals from the Government of
India, FIPB and RBI, if applicable, FEMA, guidelines issued by SEBI, laws, guidelines, notifications and
regulations for issue of capital and for listing of Equity shares issued by SEBI, Government of India, RBI
and/or other statutory authorities and bodies from time to time, listing agreements entered into by the
Company with Stock Exchanges, terms and conditions as stipulated in the allotment advise or letters of
allotment, rules as may be applicable and introduced from time to time.

RANKING OF EQUITY SHARES

The Equity Shares allotted pursuant to this Letter of Offer shall rank pari passu in all respects with the
existing Equity Shares of the Company including in respect of dividend, if any, declared by the Company,
for the financial year, in which these Equity Shares are allotted.

MODE OF PAYMENT OF DIVIDEND

The declaration and payment of dividends will be recommended by the Board of Directors and the
shareholders at their discretion, and will depend on a number of factors, including but not limited to
earnings, capital requirements and overall financial condition of the company.

ISSUE SIZE, FACE VALUE & ISSUE PRICE

Present Rights Issue is of 2,69,25,533 Equity Shares of face value Rs.10/- each for cash at a price of Rs.40
each amounting to Rs. 1,07,70,21,320 in the ratio of one equity share for every one share held on the record
date (ie. March 21, 2006). The issue price of Equity Shares is 4 times of the face value.

RIGHTS OF SHAREHOLDERS

Subject to applicable laws, the equity shareholders shall have the following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting powers, unless prohibited by law;
• Right to vote on a poll either in person or by proxy;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation;
• Right to free transferability; and
• Such other rights, as may be available to a shareholder of a listed public Company under the
    Companies Act and our Memorandum and Articles.

MARKET LOT

Since trading of our equity shares is in dematerialized form, the tradable lot is one equity share.

In case of physical certificates the Company would issue one certificate for the Equity shares allotted to one
person (Consolidated Certificate). In respect of the consolidated certificate, the Company will only upon
receipt of a request from the Equity shareholders, split such consolidated certificate into smaller
denomination with in week’s time from the date of the request from the Equity shareholders. No fee would
be charged by the Company for splitting the consolidated certificate.

NOMINATION FACILITY TO THE INVESTOR

In accordance with Section 109A of the Companies Act, the sole or first holder, along with other joint
holder, may nominate any one person in whom, in the event of the death of sole holder or in case of joint
holders, death of all the holders, as the case may be, the Equity Shares allotted, if any, shall vest. A person,
being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in



                                                      127
accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she
would be entitled if he or she were the registered holder of the equity share(s). Where the nominee is a
minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become
entitled to equity share(s) in the event of his or her death during the minority. A nomination shall stand
rescinded upon a sale/ transfer/ alienation of equity share(s) by the person nominating. A buyer will be
entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the
prescribed form available on request at our Registered / Corporate Office or to our Registrar and Transfer
Agents.

MINIMUM SUBSCRIPTION

The minimum subscription which must be raised by this issue of Equity Shares is 90% of the total issue of
Rs 96,93,19,188/- being the aggregate issue size of 26925533 Equity Shares of Rs. 10/- each at a price of
Rs. 40/- per share offered in terms of this Letter of Offer. The Board of Directors will proceed to allot the
shares on receipt of the application money payable on 90% of the 26925533 equity shares.

If the Company does not receive the minimum subscription of 90% of the issued amount upto the date of
closure of the issue, or if the subscription level falls below 90% after the closure of issue on account of
cheques having been returned unpaid or withdrawal of applications, the Company shall forthwith refund
the entire subscription amount received within 42 days from the date of closure of the issue. If there is a
delay beyond 8 days after the Company becomes liable to pay the amount, the Company shall pay interest
for the delayed period as per Section 73 of the Companies Act, 1956.

BASIS OF THE OFFER

The Equity Shares are being offered for subscription for cash to those existing Equity Shareholders whose
names appear as beneficial owners as per the list furnished by the depositories in respect of the Equity
Shares held in the electronic form and on the Register of Members of the Company in respect of Equity
Shares held in the physical form at the close of business hours on the Record Date. The Company has in
consultation with the Designated Stock Exchange fixed the Record Date for determining the shareholders
who are entitled to receive this offer for Equity shares on a rights basis. The Equity Shares are being
offered for subscription in the ratio of one Equity Share for every one Equity Shares held by the Equity
Shareholders. The shareholders whose names appear as beneficial owners as per the list furnished by the
depositories in respect of the Equity Shares held in electronic form and on the register of members of the
Company in respect of the shares held in physical form on March 21, 2006 at the close of business hours
shall be entitled to the equity shares on the Rights basis in the ratio of one equity share for every one equity
share held by them.

DISPOSAL OF ODD LOTS

The equity shares are being issued in the ratio of one-equity shares for every one-equity share held as on
record date. As such the rights issue will not lead to any odd lots.

OPTION TO SUBSCRIBE

Applicants to the Equity Shares of the Company issued through this Rights Issue shall be allotted the
securities in dematerialized (electronic) form at the option of the applicant.

RIGHTS ENTITLEMENT

As your name appears as beneficial owner in respect of the shares held in the electronic form or appears in
the register of members as an equity shareholder of the Company on the Record Date, you are entitled to
this Rights Offer. The number of Equity Shares to which you are entitled is shown in Block I of Part A of
the enclosed CAF and as shown in part A of the enclosed CAF.




                                                      128
FRACTIONAL ENTITLEMENT

The present rights issue being in the ratio of 1:1 will not lead to any fractional entitlement.

JOINT-HOLDERS

Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed (so far
as the Company is concerned) to hold the same as joint-holders with benefits of survivorship subject to
provisions contained in the Articles.

OFFER TO NON-RESIDENT EQUITY SHAREHOLDERS/APPLICANTS

Presently 1496700 Equity Shares aggregating to 5.56% of the present issued capital are held by
NRIs/FIIs/OCBs on repatriation basis. Applications received from NRIs and other NR shareholders for
allotment of Equity Shares shall be, inter alia, subject to the conditions imposed from time to time by the
RBI under the FEMA in the matter of refund of application moneys, allotment of Equity Shares, issue of
Letter of Allotment / share certificates, payment of interest, dividends, etc. General permission has been
granted to any person resident outside India to apply shares offered on rights basis by an Indian Company
in terms of FEMA and the rules and regulations thereunder. Vide notification dated June 18, 2003, bearing
number FEMA 94/2003, RBI has granted general permission to Indian companies to issue rights/bonus
shares to existing non-resident shareholders. The existing non-resident shareholders may apply for issue of
additional shares and the Company may allot the same subject to the condition that the overall issue of
shares to non-residents in the total paid up capital does not exceed the sectoral cap. In other words, non-
residents may subscribe for additional shares over and above shares offered on rights basis by the Company
and renounce the shares offered in full or part thereof in favour of a person named by them. Non-Residents
may subscribe for additional shares over and above the shares offered on rights basis by the Company and
also renounce the shares offered either in full or part thereof in favour of a person named by them. The
Equity Shares issued under the Rights Issue and purchased by NR shall be subject to the same conditions
including restrictions in regard to the repatriability as are applicable to the previously held Equity Shares
against which Equity Shares under the Rights Issue are issued.

However, as per the provisions of AP (DIR) circular No. 14 dated September 16, 2003 (issued by the RBI),
such shareholders who have been allotted the Equity Shares as OCBs would not be permitted to participate
in the Rights Issue. Accordingly, shareholders/ applicants who are OCBs and wishing to participate in the
Rights Issue would be required to submit approvals in relation thereto from the FIPB and the RBI. The
Board of Directors may at its absolute discretion, agree to such terms and conditions as may be stipulated
by RBI while approving the allotment of Equity Shares, payment of dividend etc. to the Equity
Shareholders who are NR.

NOTICES

All notices to the Equity shareholder(s) required to be given by the Company in connection with the Issue
shall be published in one English national daily with wide circulation, one Hindi national daily with wide
circulation, one regional language daily in Mumbai being the place where the registered of the Company is
situated and/or will be sent by ordinary post to the registered holders of the Equity Share(s) from time to
time.

ISSUE OF DUPLICATE EQUITY SHARE CERTIFICATE

If any Equity Share certificate(s) is/are mutilated or defaced or the cages for recording transfers of Equity
Shares are fully utilized, the Company against the surrender of such certificate(s) may replace the same,
provided that the same will be replaced as aforesaid only if the certificate numbers and the distinctive
numbers are legible.

If any Equity Share certificate(s) is/are destroyed, stolen, lost or misplaced, then upon production of proof
thereof to the satisfaction of the Company and upon furnishing such indemnity/surety and/or such other
documents as the Company may deem adequate, duplicate Equity Share certificate(s) shall be issued.


                                                      129
PRINTING OF BANK PARTICULARS ON REFUND ORDERS

As a matter of precaution against possible fraudulent encashment of refund orders due to loss or
misplacement, the particulars of the applicant’s bank account are mandatorily required to be given for
printing on refund orders. Bank account particulars will be printed on the refund orders / refund warrants,
which can then be deposited only in the account specified. The Company will in no way be responsible if
any loss occurs through these instruments falling into improper hands either through forgery or fraud.

OPTIONS AVAILABLE TO THE EQUITY SHAREHOLDER

The CAF clearly indicates the number of Equity Shares, which the Equity shareholder is entitled to. If the
Equity shareholder applies for an investment in Equity Shares, then he/she can:

•   Apply for his/her entitlement in full
•   Apply for his/her entitlement in full and apply for additional Equity Shares
•   Apply for his/her entitlement in part
•   Apply for his/her entitlement in part and split and renounce the other part
•   Renounce the entire entitlement (or part of entitlement).
•   Renouncee for the Equity Share can apply for the Equity Shares renounced to them and also apply for
    additional Equity Shares.

GROUNDS FOR TECHNICAL REJECTIONS

Applicants are advised to note that applications are liable to be rejected on technical grounds, including the
following:
• Amount paid does not tally with the amount payable for;
• Bank account details (for refund) are not given;
• Age of First Applicant not given;
• PAN photocopy/ PAN Communication/ Form 60 / Form 61 declaration not given if Application is for
     Rs.50,000 or more;
• In case of Application under power of attorney or by limited companies, corporate, trust, etc., relevant
     documents are not submitted;
• If the signature of the existing shareholder does not match with the one given on the Application Form
     and for renouncees if the signature does not match with the records available with their depositories;
• If the Applicant desires to have shares in electronic form, but the Application Form does not have the
     Applicant’s depository account details;
• Application Forms are not submitted by the Applicants within the time prescribed as per the
     Application Form and the Letter of Offer;
• Applications not duly signed by the sole/joint Applicants;
• Applications by OCBs unless accompanied by specific approval from the RBI permitting the OCBs to
     invest in the Issue;
• Applications accompanied by Stockinvest;
• In case no corresponding record is available with the Depositories that matches three parameters,
     namely, names of the Applicants (including the order of names of joint holders), the Depository
     Participant’s identity (DP ID) and the beneficiary’s identity;
• Applications by ineligible Non-residents (including on account of restriction or prohibition under
     applicable local laws) and where last available address in India has not been provided.

HOW TO APPLY

For Resident Indian Shareholders

Application should be made only on the enclosed CAF provided by the Company. The enclosed CAF
should be completed in all respects, as explained in the instructions indicated in the CAF. Applications will
not be accepted by the Lead Managers or by the Registrar to the Issue or by the Company at any offices



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except in the case of postal applications as per instructions given in the Letter of Offer. Payment should be
made in cash (not more than Rs.20,000) or by cheque/bank draft/ drawn on any bank (including a co-
operative bank) which is situated at and is a member or a sub-member of the bankers clearing house located
at the centre where the CAF is submitted and which is participating in the clearing at the time of
submission of the application. Outstation cheques/money orders/postal orders will not be accepted and
CAFs accompanied by such cheques/money orders/postal orders are liable to be rejected.

For Non-Resident Shareholders on Non-Repatriation basis

Applications received from the Non-Resident Equity Shareholders for the allotment of Equity Shares shall,
inter alia, be subject to the conditions as may be imposed from time to time by the Reserve Bank of India,
in the matter of Refund of application moneys, allotment of Equity Shares, issue of Letters of Allotment/
certificates/ payment of dividends etc. For NRIs holding shares on non-repatriation basis, payment may
also be made by way of cheque drawn on Non-Resident Ordinary (NRO) Account maintained in Mumbai
or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at Mumbai. In
such cases, the allotment of shares will be on non-repatriation basis. If the payment is made by a draft
purchased from an NRO account, an Account Debit Certificate from the bank issuing the draft, confirming
that the draft has been issued by debiting the NRO account, should be enclosed with the CAF. In the
absence of the above, the application shall be considered incomplete and is liable to be rejected. All
cheques/bank drafts accompanying the CAFs should be crossed. A/c Payee only and made payable to
“GIC Housing Finance Ltd. - Rights Issue - NR” The CAF duly completed together with the amount
payable on application must be deposited with the collecting bank/collection centres indicated on the
reverse of the CAF, on or before the close of banking hours on or before the Issue closing date. A separate
cheque or bank draft must accompany each CAF. Reference number of CAF should be mentioned on the
reverse of the Cheque/Draft. New Demat account shall be opened for holders who have had a change of
status from Resident Indian to NRI.

The CAF consists of four parts:

Part A: Form for accepting the Equity Shares offered and for applying for additional Equity Shares
Part B: Form for renunciation
Part C: Form for application for renouncees
Part D: Form for request for split application forms

ACCEPTANCE OF OFFER

The Equity shareholder may accept and apply for the Equity Share(s) offered in whole or in part, by filling
in Part "A" of the enclosed CAF and submitting the same along with payment of the application money to
the Bankers to the Issue and its collection centers specified on the reverse of the CAF on or before the close
of banking hours on April 29, 2006. Applicants at centers not covered by the branches of collecting banks
can send their CAF together with the demand draft, net of demand draft and postal charges, payable at
Mumbai to the Registrar to the Issue by registered post. Such applications sent to anyone other than the
Registrar to the Issue are liable to be rejected.

You may apply for the equity shares offered wholly or in part by filling in the enclosed CAF and
submitting the same along with the application money to the Bankers to the Issue or its designated branches
on or before the closure of the subscription list. The CAF should be complete in all respects, as explained in
the INSTRUCTIONS indicated in the CAF. The CAF should not be detached under any circumstances,
otherwise the application(s) will be rejected forthwith.

ADDITIONAL EQUITY SHARES

The Equity shareholder is eligible to apply for additional Equity Shares over and above the number of
Equity Shares entitled to, provided he/she applies for all the Equity Shares, to which he/she is entitled to,
without renouncing them, in whole or in part, in favor of any other person(s).




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If you desire to apply for additional equity shares, you may fill in the number of additional equity shares in
Part A of the CAF. The allotment of additional equity shares will be at the sole discretion of the board on
an equitable basis in consultation with the designated stock exchange. In the case of request for additional
equity shares by non-residents, the allotment will be subject to approval of Reserve Bank of India. The
board may reject any application for additional equity shares without assigning any reasons thereof.

RENUNCIATION

A shareholder to whom the equity shares are offered as rights entitlement may renounce the equity shares
offered to him, either in full or in part, in favour of any other person or persons. Such renouncees can only
be Indian Nationals, limited companies incorporated in India and governed by the Act, statutory
corporations/institutions, societies (registered under the Societies Registration Act, 1860 or any other
applicable laws) provided that such corporation/ institutions/ society is authorized under its constitution/
bye laws to hold equity shares in a company. The rights renunciation cannot be renounced jointly in favour
of more than three persons, minors (unless acting through natural or legal guardians), a partnership firm,
trust (unless the same is registered under the applicable Trusts laws and is authorized under its constitution
to hold equity shares of a company), HUF, foreign national or his nominee (unless approved by RBI or
other relevant authorities) or to any person situated within the jurisdiction where the offering in terms of
this LoF could be illegal or require compliance with securities laws of such jurisdiction or to any other
persons not approved by the Board.

Any renunciation from Resident Indian Shareholder(s) to Non-Resident Indian(s) or from Non-Resident
Indian Shareholder(s) to other Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s) to
Resident Indian(s) is subject to the renouncer(s)/renouncee(s) obtaining the approval of the FIPB/SIA and/
or necessary permission of the RBI under the Foreign Exchange Management Act, 1999 (FEMA) and other
applicable laws and such permissions should be attached to the CAF. Applications not accompanied by the
aforesaid approval are liable to be rejected.

The Board reserves the right to reject the request for allotment to renounces in its sole and absolute
discretion without assigning any reason thereof.

Any person(s) other than those in whose favor this offer has been made must not use part A of the CAF.
Submission of the enclosed CAF to the Banker to the Issue at its collecting centers specified on the reverse
of the CAF with the Form of Renunciation (Part B of the CAF) duly filled in shall be conclusive evidence
in favor of the Company of the person(s) applying for Equity Shares in Part C to receive allotment of such
Equity Shares. Part ‘A’ must not be used by the renouncee(s) as this will render the application invalid.

By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate Bodies
(“OCB”) have been derecognized as an eligible class of investors and the RBI has subsequently issued the
Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))
Regulations, 2003. Accordingly, the existing equity shareholders of the Company who do not wish to
subscribe to the equity shares being offered but wish to renounce the same in favour of renouncees shall not
renounce the same (whether for consideration or otherwise) in favour of OCB(s).

Renouncee(s) will have no further right to renounce any Equity Shares in favor of any other person.

PROCEDURE FOR RENUNCIATION

(a) To renounce the offer in whole in favor of one renouncee:
If the Equity shareholder wishes to renounce this offer in whole, then he/she has to complete Part B of the
CAF. In case of joint holders, all joint holders must sign this part of the CAF. The person in whose favour
renunciation has been made should complete and sign Part C of the CAF. In case of joint renouncees, all
joint renouncees must sign this part of the CAF.

(b) To renounce the offer in part:
If the Equity shareholder wishes to either accept this offer in part and renounce the balance or renounce the
entire offer in favour of two or more renouncees, separately, the CAF must be first split by applying to the


                                                     132
Registrars to the Issue. The Equity shareholder should indicate his/her requirement for split forms in the
space provided for this purpose in Part D of the CAF and return the entire CAF to the Registrars to the
Issue so as to reach them latest by the close of business hours on April 14, 2006. On receipt of the required
number of split forms from the Registrars, the procedure as mentioned in the above Para (a) shall have to
be followed.

(c) Change and/or introduction of additional holders:
If the Equity shareholder wishes to apply for Equity Shares jointly with any other person, or persons, not
more than three, who is/are not already joint holders, it shall amount to renunciation and the procedure as
stated above shall have to be followed. Even a change in the sequence of the joint holders shall amount to
renunciation and the procedure for renunciation, as stated above shall have to be followed.

However, any right of renunciation is subject to the express condition that the Board of the Company shall
be entitled in its absolute discretion to reject the request for allotment from the renouncees without
assigning any reasons there for.

SPLITTING OF COMPOSITE APPLICATION FORMS

Requests for split CAF should be sent to the Registrars to the Issue, namely Sharepro Services (India) Pvt.
Ltd. before the closure of business hours on or before April 14, 2006, by filling in Part D of the CAF along
with entire CAF. Split CAF cannot be re-split. The renouncee(s) shall be entitled to obtain split CAF.

HOW TO APPLY FOR SHARES

The Equity shareholder may exercise any of the following options with regard to the Equity Shares offered
to him/her, using the enclosed CAF:

 Sr. Options Available                                      Action Required
 No.
   A. Accept your entitlement to all the equity shares      Fill in and sign ‘Part A’ of the CAF.
      offered to you
   B. Accept your entitlement to all the equity shares      Fill in and sign ‘Part A’ of the CAF after indicating
      offered to you and apply for additional shares        in Block IV the number of additional Equity Shares
                                                            applied for.
   C. Accept only a part of your entitlement of the         Fill and sign Part A of the CAF
      equity shares offered to you (without renouncing
      the balance)
   D. Renounce your full entitlement of the equity          Fill and sign Part B of the CAF indicating the
      shares offered to you to one person (Renouncee)       number of equity shares renounced and hand over
      (Joint Renouncees not exceeding three are             the entire CAF to the renouncee. The renouncee
      considered as one Renouncee)                          must fill and sign Part C of the CAF
   E. Accept a part of your entitlement of the equity       Fill and sign Part D of the CAF for Split Forms after
      shares offered to you and then renounce the           indicating the required number of Spilt Application
      balance to one renouncee or more renouncees           Forms and send the entire CAF to the Registrars to
                                                            the Issue so as to reach them on or before the last
                                                            date for receiving request for Split Forms indicated
                                                            in the CAF i.e., April 14, 2006. On receipt of the
                                                            Split Forms take action as indicated below:
                                                            (i) For the equity shares, if any, which you want to
                                                            accept, fill in and sign Part A of one Split Composite
                                                            Application Form.
                                                            (ii) For the equity shares you want to renounce, fill
                                                            in and sign Part B in the required number of Split
                                                            Composite Application Forms indicating the number
                                                            of Equity Shares renounced to each renounceee.
                                                            (iii) Each of the renouncee should then fill in and



                                                    133
                                                            sign Part C of the respective split composite
                                                            application form for the equity shares accepted by
                                                            the renouncee.
   F. Renounce your entitlement of the equity shares        Follow the procedures stated in (E) above for
      offered to you, to more than one Renouncee            obtaining the required number of Split Composite
                                                            Application Forms and on receipt of Split Composite
                                                            Application Forms follow the procedure as stated in
                                                            (E) (ii) and (iii) above.
   G. Introduce a joint holder or change the sequence       This will be treated as a renunciation. Fill in and sign
      of joint holders                                      Part B and the renouncees must fill in and sign Part
                                                            C.

Application for Equity Shares should be made only on the CAFs, which are provided by the Company. The
CAF should be completed in all respects as explained under the head “INSTRUCTIONS” indicated on the
reverse of the CAF before submission to the Bankers to the Issue at its collecting centres on or before the
last day of the closure of the Issue. Non-resident shareholders/renouncee(s) should forward their
applications to the Bankers to the Issue at the specified collection centers indicated on the reverse of the
CAF for non-resident applicants. No part of the CAF should be detached under any circumstances.

Availability of Duplicate CAF

In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will
issue a duplicate CAF on the request of the applicant who should furnish the registered folio number/ DP
and Client ID number and his/ her full name and address to the Registrar to the Issue. Any request for
duplicate CAF should be addressed to the Registrar to the Issue. Please note that those who are making the
application in the duplicate form should not utilize the original CAF for any purpose including
renunciation, even if it is received/ found subsequently. If the applicant violates any of these requirements,
he/she shall face the risk of rejection of both the applications.

Application on Plain Paper

An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the
duplicate CAF may make an application to subscribe to the Rights Issue on plain paper, along with a
Demand Draft payable at Mumbai which should be drawn in favour of the Company and send the same by
registered post directly to the Registrar to the Issue.

The application on plain paper, duly signed by the applicants including joint holders, in the same order as
per specimen recorded with the Company, must reach the office of the Registrar to the Issue before the
Issue Closing Date (i.e., April 29, 2006) and should contain the following particulars:
• Name of Issuer,
• Name and address of the Equity Shareholder including joint holders
• Registered Folio Number/ DP and Client ID no.
• Number of shares held as on Record Date i.e., March 21, 2006.
• Certificate numbers and distinctive numbers, if held in physical form
• Number of Rights Equity Shares entitled
• Number of Rights Equity Shares applied for out of entitlement
• Number of additional Equity Shares applied for, if any
• Total number of Equity Shares applied for
• Total amount paid at the rate of Rs. 40/- per Equity Share
• Particulars of cheque/draft
• Savings/Current Account Number and name and address of the Bank where the Equity Shareholder
     will be depositing the refund order
• Applications for a total value of Rs, 50,000 or more, i.e. where the total number of securities applied
     for multiplied by the Issue price, is Rs. 50,000 or more the applicant or in the case of application in
     joint names, each of the applicants, should mention his/her PAN number allotted under the Income-



                                                     134
    Tax Act, 1961 and also submit a photocopy of the PAN card(s) or a communication from the Income
    Tax authority indicating allotment of PAN (“PAN Communication”) along with the application for the
    purpose of verification of the number. Applicants who do not have PAN are required to provide a
    declaration in Form 60/ Form 61 prescribed under the I. T. Act along with the application.
    Applications without this photocopy/ PAN Communication/declaration will be considered incomplete
    and are liable to be rejected.
•   In case of Non-Resident shareholders, NRE/FCNR/NRO Account No., name and address of the bank
    and branch.
•   Signature of Equity Shareholders to appear in the same sequence and order as they appear in the
    records of the Company
•   Payment in such cases, should be through a demand draft, net of demand draft and postal charges,
    payable at Mumbai be drawn in favour of “GIC Housing Finance Ltd. - Rights Issue” crossed “A/c
    Payee only”. Please note that those who are making the application on plain paper shall not be entitled
    to renounce their rights and should not utilize the original CAF for any purpose including renunciation
    even if it is received subsequently. If the applicant violates any of these requirements, he/she shall face
    the risk of rejection of both the applications as well as forfeiture of amounts remitted along with the
    applications. The Company shall refund such application amount to the applicant without any interest
    thereon.

QUOTING OF UNIQUE IDENTIFICATION NUMBER (UIN) ISSUED UNDER SEBI (CENTRAL
DATABASE OF MARKET PARTICIPANTS) REGULATION, 2003

In terms of SEBI (Central Database of Market Participants) Regulation, 2003 as amended from time to time
and SEBI Notification dated November 25, 2003 and July 30, 2004, circular dated August 16, 2004 and
press release dated December 31, 2004, no specified investor being a body corporate shall subscribe to
securities which are proposed to be listed in any recognized stock exchange unless such specified investor,
its Promoters and directors have been allotted unique identification number (UIN). However SEBI vide its
circular no. MAPIN/Cir- 13 /2005 dated July 01, 2005 has suspended all fresh registrations for obtaining
UIN and the requirement to obtain/quote UIN under the MAPIN Regulations/Circulars with effect from
July 01, 2005.

QUOTING OF PAN/GIR NO. IN THE APPLICATION FORMS

Where an application is for allotment of securities in response to a rights issue, for a total value of Rs.
50,000/- or more i.e. the total number of securities applied for multiplied by the issue price, is Rs. 50,000/-
or more the applicant or in the case of applications in joint names, each of the applicants, should mention
his/her permanent account number (PAN) allotted under the Income-Tax Act, 1961 or where the same has
not been allotted, the GIR number and the Income-Tax Circle/Ward/District. In case neither the permanent
account number nor the GIR number has been allotted, the fact of non-allotment should be mentioned in
the application forms. Application forms without this information will be considered incomplete and are
liable to be rejected.

NOTE ON CASH PAYMENT (SECTION 269 SS)

Having regard to the provisions of Section 269 (SS) of the Income Tax Act, 1961, subscriptions against
applications for securities should not be effected in cash and must be effected only by ‘Account Payee’
cheques or ‘Account Payee’ bank drafts, if the amount payable is Rs. 20,000/- or more. In case payment is
effected in contravention of this provision, the application is liable to be rejected.

APPLICATION NUMBER ON THE CHEQUE/DEMAND DRAFT

To avoid any misuse of instruments, the applicants are advised to write the application number and name of
the first applicant on the reverse of the cheque/demand draft.




                                                     135
GENERAL

(a) All applications should be made on the printed CAF provided by the Company and should be complete
    in all respects. Applications, which are not complete in all respects or are made, otherwise than as
    herein provided or not accompanied by proper application money in respect thereof will be refunded
    without interest.

(b) Please read the instructions in the enclosed CAF carefully.

(c) ALL COMMUNICATIONS IN CONNECTION WITH YOUR APPLICATION FOR THE EQUITY
    SHARES INCLUDING ANY CHANGE IN YOUR REGISTERED ADDRESS SHOULD BE
    ADDRESSED TO THE REGISTRAR TO THE ISSUE.

(d) Application Forms must be filled in ENGLISH in BLOCK LETTERS.

(e) Signatures should be either in English or Hindi or the languages specified in the Eighth Schedule to the
    constitution of India. Signatures other than in the aforementioned languages or thumb impressions
    must be attested by a Notary Public or a Special Executive Magistrate under his/her official seal.

(f) In case of Joint Holders, all joint holders must sign the relevant parts of the Application Form in the
    same order and as per the specimen signatures recorded with the Company.

(g) In case of joint applicants, refunds and all payments will be made to the person whose name appears
    first on the application form and all communications will be addressed to him/her. To prevent any
    fraudulent encashment of refund orders by third parties, the Sole/First Applicant must indicate Saving /
    Current Account number and the name of the bank and its branch with whom such account is held in
    the space provided in the CAF for the purpose so that Refund Orders are printed with these details
    after the name. Applications without this information are liable to be rejected.

(h) The Application Form should be presented to the Bank in its entirety. If any of the Part(s) A, B, C and
    D of the Application Form(s) is /are detached or separated, such application will forthwith be rejected.

(i) All shareholders must submit the CAF along with remittance only to the Bankers to the Issue
    mentioned elsewhere in this Letter of Offer and not to the Company, the Registrar or the Lead
    Manager.

(j) Any dispute or suit action or proceedings arising out of or in relation to this Letter of Offer or in
    respect of any matter or thing herein contained and claimed by either party against the other shall be
    instituted or adjudicated upon or decided solely by the appropriate Court where Registered Office of
    the Company is situated.

(k) The last date for receipt of CAF along with the amount payable is April 29, 2006. However, the Board
    will have the right to extend the same for such period as it may determine from time to time, but not
    exceeding 60 days from the date of opening of the subscription list. If the CAF together with the
    amount payable there under is not received by the bankers to the issue on or before the closure of the
    banking hours on the aforesaid date, or such date as may be extended by the Board, the offer contained
    in this Letter of Offer shall be deemed to have been declined and the Board shall be at liberty to
    dispose the Rights hereby offered.

For further instructions please read CAF carefully.




                                                      136
DEMATERIALISATION

As per the provisions of the Depositories Act, 1996, the shares of a body corporate may be held in
dematerialized form i.e. not in the form of physical certificates but be fungible and be represented by the
statement issued through electronic mode. The equity shares of GIC Housing Finance Ltd. are traded in the
demat segment The Company has also entered into a tripartite agreement dated March 1, 2004 with the
National Securities Depository Limited (NSDL) and Sharepro Services (India) Pvt. Ltd. for
dematerialization of the equity shares of the Company. The ISIN No. granted to the equity shares of the
Company is ISIN INE2890B01019. The Company has also entered into a tri partite agreement dated
February 26, 2004 with Central Depository Services Limited and Sharepro Services (India) Pvt. Ltd. for
dematerialisation of equity shares of the Company.

An applicant has the option to seek allotment in physical or demat mode. An applicant who seeks allotment
in demat mode must have atleast one Beneficiary Account with any of the Depository Participants (DP) of
NSDL registered with SEBI, prior to the application. Such applicants must necessarily fill in the details
(including the Beneficiary Account Number and Depository Participant’s ID Number) appearing under the
head “Request for shares in electronic form” in the CAF.

Applicant must indicate in the CAF, the number of shares they wish to receive in electronic form out of the
total number of equity shares applied for. In case of partial allotment, shares will first be allotted in
electronic form and the balance, if any, will be allotted in physical form.

Names in the CAF should be identical to those appearing in the account details in the Depository. In case
of joint holders, the name should necessarily be in the same sequence as they appear in the account details
in the Depository.

No separate application for demat and physical shares is to be made. If such applications are made the
application for physical shares will be treated as multiple applications and rejected accordingly. It may be
noted that electronic shares can be traded only on the stock exchanges having electronic connectivity with
NSDL and CDSL.

The allotment letters/refund orders will be directly sent to the applicant by the Registrar to the Issue.

The applicant is responsible for the correctness of the applicants demographic details given in the share
application form vis-à-vis those with his/her DP. Equity shares allotted in demat mode will be credited
directly to the respective Beneficiary Account.

TERMS OF PAYMENT

The entire Issue Price of Rs. 40/- per Share is payable on application only. In case of allotment of lesser
number of Equity Shares than the number applied, the Company shall refund the excess amount paid on
application to the applicants.

MODE OF PAYMENT

For Resident Applicants

Payment(s) must be made by cash or by cheque/demand draft and drawn on any bank (including a co-
operative bank) which is situated at and is a member or a sub-member of the Bankers' Clearing House
located at the centre where the CAF is submitted. A separate cheque/draft must accompany each CAF.
Only one mode of payment should be used. Money orders, postal orders and outstation cheques will not be
accepted and applications accompanied by any such instruments will be rejected.

Shareholders/Applicants residing at places other than those mentioned in the CAF and applicants who wish
to send their applications but not having collection centres should send their application by Registered Post,
ONLY to the Registrar to the Issue, Sharepro Services (India) Pvt. Ltd., enclosing a demand draft drawn on
a clearing Bank and payable at Mumbai ONLY net of bank charges and postal charges, before the closure


                                                      137
of the issue. The applications received through the registered post shall be dealt with by the Registrars to
the Issue in the normal course.

Such cheque/drafts should be payable to "GIC Housing Finance Ltd. – Rights Issue". All cheques/ drafts
must be crossed 'A/c Payee only’. No receipt will be issued for the application money received. However,
the Collection Centre receiving the application will acknowledge receipt of the application by stamping and
returning the acknowledgement slip at the bottom of each CAF. The Company is not responsible for any
postal delay/ loss in transit on this account.

Application will not be accepted by the Lead Manager or by the Company

For Non-Resident Applicants/ FIIs

Payments by Non-Resident Shareholders will be accepted by Indian Rupee Drafts purchased abroad or
cheques/drafts drawn on Non-Resident External Account (NRE Account) or Foreign Currency Non-
Resident Account (FCNR Account) maintained anywhere in India but payable at Mumbai or by
Telegraphic Transfer in favour of the collecting Bankers by the concerned shareholders.

However, in case shares are held on a non-repatriable basis, payment may also be made by cheque/draft
drawn on Non-Resident Ordinary Account (NRO A/c.) maintained anywhere in India but payable at
Mumbai. Such cheques/drafts should be drawn in favour of "GIC Housing Finance Ltd.- Rights Issue -
NR” payable at Mumbai, India and shall be crossed A/c. Payee Only, Banker’s Certificate regarding source
of payment must be submitted with the CAFs wherever necessary.

The CAF along with cheques/drafts should be deposited with any of the branches of the Bankers to the
Issue nominated for this purpose. The certificate of inward remittance, if any, must be sent only to the
Registrar to the Issue, Sharepro Services (India) Pvt. Ltd., quoting the details of folio no. and the name and
address of the branch of the Bankers to the Issue where CAF has been deposited before the closure of the
issue.

DISPOSAL OF APPLICATIONS AND APPLICATION MONIES

The Board, reserves its full, unqualified and absolute right to accept or reject any application in whole or in
part in consultation with the Designated Stock Exchange without assigning any reason thereof, in case the
application is not made in terms of this Letter of Offer. In case an application is rejected in full, the
application money received will be refunded to the first named applicant within six week from the date of
closure of the Issue in accordance with Section 73 of the Act. If there is delay of refund of application
money by more than 8 days after the Company becomes liable to pay (i.e. forty two days after the closure
of Issue), the Company will pay interest for the delayed period at the rate prescribed under sub-section (2)
and (2A) of Section 73 of the Act.

ALLOTMENT/REFUND

Mode of Making Refunds

The payment of refund, if any, would be done through various modes in the following order of preference:

I.   ECS – Payment of refund would be done through ECS for applicants having an account at any of the
     15 centres where clearing houses for ECS are managed by Reserve Bank of India, namely Ahmedabad,
     Bangalore, Bhubneshwar, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Kolkata,
     Mumbai, Nagpur, New Delhi, Patna and Thiruvananthapuram. This mode of payment of refunds
     would be subject to availability of complete bank account details including the nine-digit Magnetic Ink
     Character Recognition (MICR) code as appearing on a cheque leaf, from the depository. The payment
     of refund through ECS is mandatory for applicants having a bank account at any of the 15 centers
     named hereinabove, except where applicant is otherwise disclosed as eligible to get refunds through
     direct credit or RTGS



                                                     138
II. Direct Credit – Applicants having their bank account with the Refund Banker, i.e. IDBI Bank shall be
    eligible to receive refunds, if any, through direct credit. The refund amount, if any would be credited
    directly to the eligible applicant’s bank account with the Refund Banker.

III. RTGS – Applicants having a bank account at any of the 15 centers detailed above, and whose
     application amount exceeds Rs, 1 million, shall be eligible to exercise the option to receive refunds, if
     any, through RTGS. All applicants eligible to exercise this option shall mandatorily provide the IFSC
     code in the Application form. In the event of failure to provide the IFSC code in the Application form,
     the refund shall be made through the ECS or direct credit, if eligibility disclosed.

Please note that only applicants having a bank account at any of the 15 centres where clearing houses for
ECS are managed by the RBI and holding the Equity Shares of the Company in demat form are eligible to
receive refunds through the modes detailed in I, II and III hereinabove. For all the other applicants,
including applicants who have not updated their bank particulars along with the nine digit MICR Code, the
refund orders would be as under:

A) For applications made by Cheques/Drafts

The Company will issue and dispatch letter of allotment/securities certificate and/or letter of regret along
with the refund orders or credit the allotted securities to the respective beneficiaries account, if any, within
a period of six weeks from the date of closure of issue. If such money is not repaid with 8 days from the
day the company becomes liable to pay it, the company shall pay that money with interest as stipulated
under Section 73 of the Companies Act, 1956. Refunds, if any, will be made along with Allotment Letters
and /or Regret Letters by refund order / pay order drawn on the Bankers to the Company and will be
dispatched within 6 weeks from the date of closure of Issue, by Registered Post if the amount of such
refund exceeds Rs.1500/-. Such cheque refund order / pay order will be payable at par during their validity
period at all centres where the applications are received. In case of joint applications, Refund Orders, if
any, will be made out in the First applicant's name and all communication will be addressed to the person
whose name appears on the CAF.

B) For application by Non-Resident Indians / Foreign Institutional Investors (FIIs)

In case of Non-Resident Indians/FIIs who remit their application money from funds held in
NRE/FCNR/NRO Accounts, refund/payment of interest and other disbursements, if any, shall be credited
to such account, details of which should be furnished in the column provided for that purpose in the CAF.
In case of non-residents who remit their application money through Indian Rupee drafts purchased from
abroad, refunds/payments of interest and other disbursements, if any, will be made in US dollars at the
exchange rate prevailing at such time, subject to the permission of the RBI. The Company will not be
responsible for any loss on account of exchange fluctuations for converting the Indian Rupees amount into
US Dollars.

LETTERS OF ALLOTMENT/SHARE CERTIFICATES

Share certificate, letter of allotment or letter of regret along with the refund orders/advice as the case may
be will be despatched to the registered address of the first named applicant and/or the respective beneficiary
accounts will be credited within six weeks, from the date of closure of the Issue. In case the allotment is
made in physical form, and if letter of allotment is issued, the relevant share certificate will be dispatched
within three months from the date of allotment in exchange for the letter of allotment. Allottees are
requested to preserve such letter of allotment (if any) to be exchanged later for share certificates.




                                                      139
DISPOSAL OF APPLICATIONS AND APPLICATION MONEY

(a) The Board of the Company or Committee of Directors authorised in this behalf by the Board of the
    Company reserves its full, unqualified and absolute right to accept or reject any application in whole or
    in part in consultation with BSE without assigning any reason thereof. If any application is rejected in
    full the entire application money will be refunded to the applicant in accordance with the provisions of
    Section 73 of the Companies Act, 1956. Where the applicant is allotted in part, the balance of the
    application money will be refunded to the applicant in accordance with the provisions of Section 73 of
    the Companies Act, 1956.

(b) Refund will be made by cheques/ pay orders drawn on refund bankers and bank charges, if any, for
    encashing such cheques or pay orders will be payable by the applicant. Such cheques or pay orders
    will however, be payable at par at the branches of the refund bankers located at all places where
    applications are accepted or such places as may be approved by BSE.

(c ) Allotment of Equity Shares and export of Letters of Allotment/share certificate(s) to NRI/OCB/Non-
     Residents would be subject to the approval of the Reserve Bank of India under the FEMA, if required.

(d) The Company shall provide adequate funds to the Registrar to the Issue for complying with
    requirement of despatch of refund cheques/Letter(s) of Allotment / share certificate(s) by registered
    post/under postal certificate.

BASIS OF ALLOTMENT

The basis of allotment shall be finalised by the Board of the Company or Committee of Directors of the
Company authorised in this behalf by the Board of the Company. The Board of the Company or the
Committee of Directors as the case may be, will proceed to allot the Equity Share in consultation with BSE
in the following order of priority.

i.    Full allotment to the equity shareholders who have applied for their Rights entitlement either in full or
      in part and also to the renouncees who have applied for Equity Shares renounced in their favour either
      in full or in part (subject to other provisions contained under the paragraph titled "Renunciation").

ii    Allotment to the equity shareholders who having applied for their full Rights entitlement of Equity
      Share offered to them and have applied for additional Equity Shares, provided there is surplus
      available after full allotment under (i) above and shall be at the absolute discretion of the Board of the
      Company or the Committee of the Directors authorised in this behalf by the Board of the Company
      and the decision of the Board of the Company or the Committee of the Directors shall be final and
      binding. The allotment of such additional Equity Shares will be made as far as possible on an equitable
      basis with reference to the number of Equity Shares held by them on the Record Date in consultation
      with BSE.
iii   Allotment to the renouncees who have applied for all the equity shares renounced in their favour and
      have applied for additional equity shares, as the Board may in its absolute discretion deem fit, provided
      there is a surplus after making full allotment (i) and (ii) above.
iv    Allotment to any other shareholder(s)/beneficial shareholder(s) as the Board of the Company or
      Committee of Directors of the Company authorised in this behalf by the Board of the Company may,
      in their absolute discretion, deem fit, provided there is surplus available after making full allotment
      under (i), (ii) and (iii) above.
v     The Equity Shares remaining unsubscribed after making full allotments under i, ii and iii above, shall
      be disposed off by the Board in any manner as it in its sole discretion deems fit and the decision of the
      Board in this regard shall be final and binding

The allotment to the renouncee(s) in whose favour the renunciation has been exercised shall be subject to
the condition that the Board of the Company or Committee of Directors shall have the discretion to reject
such request without assigning any reasons thereof. In the event of over subscription, allotment will be
made only within the overall size of the Rights Issue.



                                                      140
DISPATCH OF SHARE CERTIFICATES/LETTERS OF ALLOTMENT/REFUND ORDER

All the pay orders/refund orders and Letter(s) of Allotment/Share Certificates will be despatched to the first
named/sole applicant at his/her own risk. The Refund Orders will be payable at par in India at all the
centres where the applications were originally accepted. The instruments will be marked “Account Payee
Only” and in the name of the sole/first applicant. Bank charges, if any, for encashing such refund orders/
pay orders will be payable by the applicants.

The Company undertakes that the requisite funds will be made available to the Registrar for complying
with the requirement of despatch of refund orders/allotment letters. The Company shall ensure despatch of
refund orders of value over Rs.1,500/- by Registered Post only and adequate funds will be made available
to the Registrar.

INTEREST IN CASE OF DELAY ON ALLOTMENT

The Company agrees that as far as possible allotment of securities offered to the existing shareholders on
Rights basis shall be made within 30 days of the closure of the issue. In case of delay, the Company agrees
that it shall pay interest at the rate of 15% per annum.

LAST DATE FOR SUBMISSION OF CAF

The last date for receipt of CAF by the Bankers to the Issue together with the amount payable on
application is April 29, 2006. If the relevant CAF together with amount payable there under is not received
by the Bankers/Registrar to the Issue on or before the close of banking hours on the aforesaid last date the
offer contained in this Letter of Offer shall be deemed to have been declined and the Board shall be at
liberty to dispose of the equity shares hereby offered as provided under "Basis of Allotment".

UNDERTAKING BY THE COMPANY

The Company undertakes that:
a) The complaints received in respect of the Issue shall be attended to by the Company expeditiously and
    satisfactorily.
b) All steps for completion of the necessary formalities for listing and commencement of trading at all
    stock exchanges where the securities are to be listed are taken within seven working days of
    finalisation of basis of allotment.
c) Funds required for despatch of refund orders/allotment letters/certificates by registered post shall be
    made available to the Registrar to the Issue by the Company.
d) Certificates of securities/refund orders of the Non-Resident/Non Resident Indians shall be dispatched
    within the specified time subject to receipt of approval from RBI/FIPB, if required.
e) No further issue of shares shall be made till the shares offered through this Letter of Offer are listed or
    till the application moneys are refunded on account of non-listing, under-subscription, etc.

UTILIZATION OF ISSUE PROCEEDS

a)   All monies received out of the issue of shares to the investors shall be transferred to a separate bank
     account other than the bank account referred to in sub-section (3) of Section 73 of the Act;
b)   Details of all monies utilised out of the Issue shall be disclosed under an appropriate separate head in
     the balance sheet of the Company indicating the purpose for which such monies has been utilised and
c)   Details of all unutilized monies out of the Issue of shares, if any, shall be disclosed under an
     appropriate separate head in the Balance Sheet of the Company indicating the form in which such
     unutilized monies have been invested.

The funds received against this rights issue to be kept in a separate bank account and the Company will not
have any access to such funds unless it satisfies BSE (Designated Stock Exchange) with suitable
documentary evidence that the minimum subscription of 90% of the issue has been received by the
Company.



                                                     141
          XV. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

    Heading          Article
                      No.
Capital                4.    The Authorised Share Capital of the Company is Rs.150,00,00,000/- (Rupees One Hundred
                             and Fifty Crores only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Rs.10/-
                             (Rupees Ten only) each and 50,00,000 (Fifty Lakhs) Redeemable Cumulative Participating
                             or Non-Participating Preference Shares of Rs.100/- (Rupees One Hundred only) each and
                             that such preference shares may be issued as participating shares entitled to a further
                             participation in the profits of the Company in addition to a fixed rate for dividend as may be
                             decided by the Directors from time to time.
Power to increase      5.    The Company in general meeting may from time to time, by ordinary resolution increase the
Capital                      capital by creation of new shares of such amount as may be deemed expedient.
Alltoment of           6.    Subject to the provisions of the Act and these Articles the shares in the capital of the
shares.                      Company for the time being shall be under the control of the Directors who may allot or
                             otherwise dispose of the same or any of them on such terms and conditions and at a premium
                             or at par or discount and at such times as they may from time to time think fit.

                              Provided that option of right to call of shares shall not be given to any person without the
                              sanction of company in General Meeting.

                              Further Provided that nothing stated above will affect the right of directors specified u/s. 81
                              (1) (a).
Return of              7.     Whenever the company shall make an allotment of its shares, it shall within thirty days
Allotment                     thereafter file with the Registrar a return of allotment and other documents, as required by
                              Section 75 of the Act.
Company not to         10.    Except as permitted by section 77 of the Act, no funds of the Company shall be employed
Purchase its                  directly or indirectly for the purchase of any shares of the Company, and the Company shall
Shares.                       not give any financial assistance for or in connection with the purchase or subscription of
                              any shares in the Company.
Acceptance of          12.    An application signed by or on behalf of an applicant for shares in the Company followed by
shares.                       an allotment of shares shall constitute an acceptance of shares for purposes of these Articles,
                              and every person who thus or otherwise accepts any shares and whose name appears on the
                              register of Members shall for the purpose of these Articles be a member.
Debts due to the       13.    The sum which the Board shall on the allotment of any shares require or direct to be paid by
Company                       way of deposit, call or otherwise in respect of any shares shall immediately on the insertion
                              of the name of the allottee in the Register, become a debt due to and recoverable by the
                              Company from the allottee thereof, and shall be paid by him accordingly.
Liability of           14.    Every member or his heirs, executors or administrator shall pay to the Company the
Members.                      proportion of the capital represented by his share or shares which may for the time being
                              remain unpaid such amounts, at such time or times and in such manner as the Board of
                              Directors shall from time to time determine in accordance with these Articles.
Issue of Shares        15.    Subject to these Articles and the provisions of the Act, the Board may issue and allot shares
for considerations            in the capital of the Company on payment or in consideration of the purchase or acquisition
other than cash               of any property or for services rendered to the Company in the conduct of its business and
                              shares which may be so issued or allotted shall be credited as fully paid up shares.
Issue of Share         16.    Every share certificate shall be issued and signed in accordance with the provisions of the
Certificate            (1)    Companies (Issue of share certificates) Rules, 1960 or any statutory modification or re-
                              enactment thereof for the time being in force.
Manner of              (2)    A Director may sign a share certificate by affixing his signature thereon by means of any
Signature of                  machine, equipment or other mechanical means such as engraving in metal or lithography,
Director                      but not by means of a rubber stamp, provided that the Director, or anybody entrusted with
                              the duty to take care of the same shall be responsible for the safe custody of such machine,
                              equipment or other material used for the purpose.
Endorsement on         (3)    Every endorsement upon the certificate of any share in favour of any transferee thereof shall
Share Certificate             be signed by the Director, Secretary or some other person for the time being authorized by



                                                       142
                            the Directors in that behalf.
Limitation of         (4)   The Company shall within three months after the allotment of any of its shares or debentures
time for issue of           and within one month after the application for the registration of the transfer of any such
Certificate                 shares or debentures, complete and have ready for delivery the certificate of all shares and
                            debentures allotted or transferred, unless the conditions of the shares or debentures otherwise
                            provided.
Member’s right        18.   Every member shall be entitled free of charge to one Certificate for the share of each class or
of certificate.             denomination registered in his name or if the Directors so approve to several certificates
                            each for one or more shares. Every certificate of shares shall indicate the date of its issue
                            and specify the name of the person in whose favour the certificate is issued, the shares to
                            which it relates and the amount paid thereof. Particulars of every certificate issued shall be
                            entered in the Register of Members in the form as near thereto as circumstances admit.

                            Share/debenture Certificates shall be issued in marketable lots and where share/debenture
                            certificates are issued for either more or less than marketable lots, sub-division/
                            consolidation into marketable lots shall be done free of charge.
Issue of new          19.   If any certificate for any share or shares be surrendered to the Company for sub-division or
certificate                 consolidation or any certificate be defaced, torn, or old, decrepit or worn out or where the
                            cages in the reverse for recording transfers have been duly utilized, then upon surrender
                            thereof to the Company, the Directors may order the same to be cancelled and may issue a
                            new certificate in lieu thereof and if any certificate be lost or destroyed then upon proof
                            thereof to the satisfaction of the Directors and on giving such indemnity as the Board of
                            Directors think fit, a new certificate in lieu thereof may be issued to the Registered holder of
                            such shares. For every certificate issued under this Article, there shall be paid to the
                            Company a fee not exceeding two rupees or as the Directors may from time to time
                            prescribe and the payment of out-of-pocket expenses incurred by the Company in
                            investigating evidence in case of any certificate which is lost or destroyed. The directors
                            may, in any particular case or generally, waive the charging of such fees.
Joint holders         20.   Where two or more persons are registered as the holders of any share the person first named
                            in the Register as one of the joint holders of a share shall be deemed the sole holder for
                            matters connected with the Company subject to the following and other provisions contained
                            in these presents.
Joint & Several       (a)   The joint holders of any share be liable severally as well as jointly for and in respect of all
liabilities for all         calls and other payments which ought to be made in respect of such share.
payments in
respect of shares.
Title of Survivors    (b)   On the death of any such joint holders the survivor or survivors shall be the only person or
                            persons recognized by the Company as having any title to the share but the Directors may
                            deem fit and nothing herein contained shall be taken to release the estate of a deceased joint
                            holder from any liability on shares held by him jointly with any other persons.
Joint Holders of      (c)   Any one of several persons who are registered as joint holder of any share may give
shares to give              effectual receipts for all dividends and payments on account of dividends in respect of such
receipts for                share.
payments in
respect thereof.
Delivery of           (d)   Only the person whose name stands first in the Register of Members as one of the joint
certificate &               holders of any share shall be entitled to the certificate relating to such share or to receive
giving of notice            documents (which expression shall be deemed to include all documents referred to in Article
to first named              179) from the Company and any documents served on or sent to such person shall be
holders.                    deemed service on all the joint holders.
Voters of Joint       (e)   Any one or more joint holders may vote at any meeting either personally or by attorney duly
Holders                     authorized under power of attorney or by proxy in respect of such shares as if he were solely
                            entitled thereto and if more than one of such joint holders be present at any meeting
                            personally or by proxy or by attorney then that one of such persons so present whose name
                            stands first or higher (as the case may be) on the Register in respect thereof but shall be
                            entitled to be present at the meeting although the name of such holder present at the meeting



                                                     143
                            provided always that the joint holders present by and attorney or proxy stands first or higher
                            (as the case may be) on the Register in respect of such shares. Several executors or
                            administrators of a deceased member in whose (deceased member’s) sole name any share
                            stands, shall, for the purpose of sub-clause, be deemed joint holders
Company’s lien        41.   The Company shall have a first and paramount lien on all the Shares (other than fully paid
on shares                   up shares) registered in the name of each member (whether solely or jointly with others) and
                            upon the proceeds of the sale thereof for all monies (presently payable or payable at a fixed
                            time) in respect of shares, and such lien shall extend to all dividends and bonuses from time
                            to time declared in respect of such shares. Unless otherwise agreed, the registration of a
                            transfer of shares shall operate as a waiver of the Company’s lien. If any, on such shares.
                            The Directors may at any time declare any shares to be wholly or in part to be exempt from
                            the provisions of this article.
Enforcing lien by     42.   For the purpose of enforcing such lien, the Directors may sell the shares subject thereto in
sale                        such manner as they think fit, but no sale shall be made unless a sum in respect which the
                            lien exists is presently payable and until notice in writing of the intention to sell the shares
                            shall have been served on such member, his heirs, executors or administrators, or his
                            committee, or other legal representatives as the case may be and default shall have been
                            made by him or them in the payment of the sum payable as aforesaid for fourteen days after
                            such notice. The net proceeds of any such sale (after payment of the cost of such sale) shall
                            be applied towards satisfaction of the amount in respect of which the lien exists and the
                            residue, if any, shall be paid to the person entitled to the share at the date of the sale.
Register of           45.   The Company shall keep a register called the “Register of Transfers” and therein shall fairly
Transfers                   and distinctly enter the particulars of every transfer or transmission of any shares of the
                            Company.
Execution of          46.   No transfer of shares in or debentures of the Company shall be registered unless in
Transfer etc.               accordance with the provisions of Section 108 of the act and or any statutory modification
                            thereof for the time being, a proper instrument of transfer duly stamped and executed by or
                            on behalf of the transferor and by or on behalf of the transferee and specifying the name,
                            address and occupation, if any, of the transferee has been delivered to the Company along
                            with the certificates relating to the shares or debentures or if no such certificate is in
                            existence, along with the letter of allotment of the shares or debentures provided the
                            transferor shall be deemed to remain the holder of such shares until the name of the
                            transferee is entered in the register in respect thereof.
Form of Transfer      47.   The instrument of transfer of any share shall be in writing in the prescribed form and in
                            accordance with Section 108 of the Act.
Transfer to be left   48.   Every instrument of transfer duly executed and stamped shall be left at the office of the
at office evidence          Company for registration accompanied by the certificate of the shares to be transferred and
of title given              such other evidence as the Company may require to prove the title of the transferor or his
when transfer to            right to transfer the shares. All instruments of transfer which shall be registered shall be
be retained.                retained by the Company, but any instrument of transfer which the Directors may decline to
                            register shall on demand, be returned to the person depositing the same.
No transfer to        49.   No transfer shall be made to a minor, or person of unsound mind.
minor etc.
Directors power       50.   Subject to any law for the time in force, the Board of Directors shall have absolute and
to reject             (1)   uncontrolled discretion and power to decline to register any proposed transfer or
application of              transmission of any shares without assigning any reasons whatsoever. This Article shall
transfer                    apply notwithstanding that the proposed transferee or the proposed holder under
                            transmission may already be a member of the Company. The Registration of a transfer shall
                            not be refused on the ground of the transferor being either alone or jointly with any other
                            person or persons indebted to the Company on any account whatsoever except a lien on the
                            shares.
                      (2)   In the event of any participating Financial or other Institution opting to dispose off the
                            Equity Shares of this Company held by them, they shall transfer the same to such person,
                            firm or company as may be approved by the Company.
Notice to the         51.   If the Company refuses to register any such transfer or transmission or right, the Company
transferee and the          shall, within one month from the date on which the instrument of transfer was lodged with



                                                     144
transferor of               the Company send notice of the refusal to the transferee and the transferor or to the person
refusal to transfer         giving intimation of such transmission, as the case may be.
shares.
Closure of            52.   The Directors may, after giving not less than seven days previous notice by advertisement as
transfer books              required by Section 154 of the act, close the Register of Members or the Register of
                            Debenture holders for any periods not exceeding thirty days at any one time.
Power to Increase     59.   The Company may, from time to time, in General Meeting increase its share capital by
Capital                     creation of new shares of such amount as it thinks expedient.
New shares to be      60.   When at any time subsequent to the first allotment of shares in the Company it is proposed
offered to                  to increase the subscribed capital of the Company by the issue of new shares, then, subject to
existing members            any directions to the contrary which may be given by the Company in general meeting and
                            subject to the provisions of the Companies Act, 1956, such new shares shall be offered to the
                            persons who at the date of the offer are holders of the equity shares of the Company, in
                            proportion, as nearly as circumstances admit, to the capital paid up on those shares at that
                            date and such offer, if not accepted, will be deemed to have been declined.

                            After the expiry of the time specified in the notice aforesaid, or on
                            Whatsoever: -
                            If a Special Resolution to that effect is passed, by the Company in general meeting.
                            or
                            Where no such Special Resolution is passed, if the votes cast (whether on a show of hand or
                            on a poll, as the case may be) in favour of the proposal contained in the Resolution moved at
                            the general meeting sanctioning the issue of such shares (including the casting vote, if any,
                            of the Chairman) members who being entitled so to do vote in person, or where proxies are
                            allowed, by proxy, exceed the votes, if any, cast against the proposal by members so entitled
                            and voting and the central Government is satisfied, on an application made by the Board of
                            Directors in that behalf that the proposal is most beneficial to the Company.
New capital same      61.   Except so far as otherwise provided by the conditions of issue or by these presents any
as original                 capital raised by the creation of new shares shall be considered part of the original capital
capital.                    and shall be subject to the provisions of these presents.
Sub-division and      63.   The Company in General Meeting may alter the conditions of its Memorandum of
consolidation               Association for the following purposes:
shares
                      (1)   To consolidate and divide all or any of its share capital into shares of larger amount than its
                            existing shares.
                      (2)   Convert all or any of its fully paid up shares into stock and reconvert that stock into fully
                            paid up shares of any denomination.
                      (3)   To sub-divide its existing shares or any of them into shares of smaller amount than in fixed
                            by the memorandum, subject to the provisions of section 94(1) (d) of the Act.
                      (4)   To cancel any shares which at the date of passing of resolution, have not been taken or
                            agreed to be taken by any person.
Right in respect      64.   Where any share capital is subdivided, the company in General Meeting, subject to the
of shares on sub-           provisions of section 85, 87, 88 and 106 of the Act, may determine that, as between the
division                    holders of the shares resulting from sub-division, one or more of such shares shall have
                            some preference or special advantage over others as regards dividend, repayment of capital,
                            voting or otherwise.
Power to vary         65.   Whenever the share capital, by reason of the issue of preference shares or otherwise is
rights                      divided into different classes of shares, all or any of the provisions of section 106 and 107 of
                            the Act., be modified, commuted, affected, abrogated or dealt with by the consent in writing
                            of the holders of not less than three fourth of the issued shares of that class, and supported by
                            the vote of that class and all the provisions hereinafter contained as the General Meeting
                            shall, mutatis mutandis, apply to every such meeting.
Power to borrow       66.   Subject to the provisions of Sections 58A, 292 and 293 of the Act, the Board of Directors
                            may from time to time by a resolution passed at a meeting of the Board, accept deposits
                            from members, either in advance of calls or otherwise and may generally raise or borrow or
                            secure the repayment of any sum or sums of money for the purpose of the Company



                                                      145
                         provided when the moneys to be borrowed together with the money already borrowed (apart
                         from temporary loans obtained from the Company’s Bankers in the ordinary course of
                         business exceed the aggregate the paid-up capital of the Company and its free reserves (not
                         being reserves set apart for any specific purpose); the Board of Directors shall not borrow
                         such money without the consent of the Company in general meeting.
Issue of          68.    The Company may issue any debentures, bonds or other securities at a discount, premium or
Debentures at            otherwise, and with any special privileges as to redemption, surrender, allotment of shares,
Discount etc.            appointment of Directors and otherwise, as it may think fit, provided that Debentures with a
                         right to allotment of or conversion into shares other than debentures issued to any institution
                         specially by the Central Government in this behalf for the purpose of clause (b) of the
                         proviso to sub-section (3) of section 81 of the Act, shall be issued only by a special
                         resolution of the Company in General Meeting.
Annual General    75.    In addition to any other meeting, Company shall hold a General Meeting as its Annual
Meeting.          (1)    General meeting at the intervals specified in Section 166 (1) of the Act. Subject to the
                         provisions of Section 166(2) of the Act, such Annual General Meeting shall be held at such
                         time and they may select or may be used as working capital or may be kept at any bank on
                         deposit or otherwise as the directors may from time to time think proper.
Number of         (2)    Until otherwise determined by the General Meeting and subject to the provisions of section
Directors.               252 and 259 of the act, the number of Directors shall not be less than 3 or more than 12.
Increase or       110.   Subject to the provisions of Sections 258 and 259 of the act, the Company may from time to
reduction in             time in general Meeting, subject to the provisions of these Articles and to any undertaking
number of                by the Company to the contrary, increase or reduce the number of Directors and may make
Directors.               any appointments necessary for effecting such increase. The Company may also alter the
                         qualification of Directors. Provided however that this Article shall not be constituted as
                         authorizing the removal of a director otherwise than as provided in these articles.
Managing          115.   Subject to the provisions of the act and these Articles, the Directors shall have power to
Director/                appointment from time to time one or more of their body to be Managing Director or
Wholetime                Managing Directors or whole-time Director or Whole-time Directors of the company for
Director.                such term not exceeding five years at a time as they may think fit to mange the affairs and
                         business of the company and may from time to time (subject to the provisions, of any
                         contract between him or them and the company) remove or dismiss him or them from office
                         and appoint another or others in his or their place or places.
Director not to   124.   Except with the consent of the Company accorded by a special resolution passed at the
hold office of           General Meeting of the Company held for the first time after the holding of an office or
profit.                  place of profit, no Director of the Company, no partner or relative of a Director, no firm in
                         which such a Director or relative is a partner, no private Company of which such a Director
                         is a Director or member and no Director or Manager of such Private Company shall hold any
                         office or place of profit under the Company or under its subsidiary except as provided under
                         Section 314 of the Act. Provided further that where a relative of a Director or a firm in
                         which such relative is a partner is appointed to an office or place of profit under the
                         Company or a subsidiary thereof without the knowledge of the Director, the consent of the
                         Company may be obtained either in a General Meeting aforesaid or within 3 months from
                         the date of appointment whichever is later. The company shall also comply with the
                         provisions of Section 314 (1-8) of the Act.
Retirement of     125.   At every Annual General Meeting, one-third of such of the Directors for the time being or, if
Directors by             their numbers is not three or multiple of three, then the number nearest to one third shall
rotation.                retire from office, but shall be eligible for re-election. A Director retiring at a Meeting shall
                         retain office until the close of the meeting. The Nominee Director or alternate director shall
                         not be taken into account in determining the rotation of Directors by retirement or the
                         number of Directors to retire.




                                                   146
                                    XVI. OTHER INFORMATION

The following contracts mentioned below (not being contracts entered into in the ordinary course of
business carried on by the Company) are or may be deemed to be material contracts. Copies of these
contracts along with documents referred below may be inspected at the Registered Office of the Company
between 10.00 a.m. and 1.00 p.m. on any working day until the closing of the subscription list.

MATERIAL CONTRACTS AND DOCUMENTS

The Contracts referred to in para (A) below (not being contracts entered into in the ordinary course of the
business carried on by the Company or entered into more than two years before the date of this Letter of
Offer) which are or may be deemed material, have been entered into by the Company.

The contracts together with the documents referred to in paragraph (B) below, copies of all of which have
been attached to the copy of this Letter of Offer may be inspected at the Registered Office of the Company
between 10.00 a.m. and 1.00 p.m. on any working day from the date of this Letter of Offer until the closing
of the subscription list.

A. MATERIAL CONTRACTS

1.    Copy of MOU dated January 30, 2006 between GIC Housing Finance Limited and IDBI Capital
      Market Services Limited, Lead Manager to the Issue.
2.    Copy of MOU dated January 4, 2006 between GIC Housing Finance Limited and Sharepro Services
      (India) Pvt. Ltd., Registrar to the Issue.
3.    Copy of Tri- Partite Agreement dated March 1, 2004 between GIC Housing Finance Limited and
      Sharepro Services (India) Pvt. Ltd. and National Securities Depository Limited.
4.    Copy of Tri-Partite Agreement dated February 26, 2004 between GIC Housing Finance Limited and
      Sharepro Services (India) Pvt. Ltd. and Central Depository Services (India) Limited.

B. DOCUMENTS FOR INSPECTION

1.    Copy of Memorandum and Articles of Association of the Company.
2.    Copy of Certification of Incorporation of the Company
3.    Copies of Annual Report for the FY 2000, 2001, 2002, 2003, 2004 & 2005.
4.    Copy of Notice for EGM dated December 26, 2005 and extract of minutes of EGM passing resolution
      under Sec. 81(1A) of Companies Act, 1956.
5.    Copy of resolution dated December 26, 2005 passed by the Board of Directors regarding present rights
      issue.
6.    Copy of Resolution passed by Board of Directors dated January 23, 2006 fixing the price band.
7.    Copy of Resolution passed by the Board of Directors dated February 27, 2006 fixing the Issue Price.
8.    Certificate of registration No. 01.0025.02 dated May 7, 2002 with National Housing Board
9.    Copies of Prospectus dated November 14, 1994 issued in respect of the Initial Public Offer by the
      Company.
10.   Copy of the Letter of Offer dated September 13, 2004 issued in respect of the Rights Issue.
11.   Copy of certificate dated January 25, 2006 issued by M/s M. P. Chitale & Co, Chartered Accountants
      and Statutory Auditors of the Company in terms of Part II Schedule II of The Companies Act 1956
      including capitalization statement, taxation statement and accounting ratios
12.   Copy of Letter dated January 25, 2006 received from M/s M. P. Chitale & Co, Chartered Accountants
      and Statutory Auditors of the Company advising the Company on the Tax Benefits available to the
      Company and its shareholders.
13.   Copies of various Undertakings received from the Company.
14.   List of pending litigations/disputes against the Company, Group Companies and filed by the Company.
15.   Copy of in-principle approval received from BSE vide their letter no. DCS/SMG/SDM/RK/NS/06
      dated February 28, 2006.
16.   Copy of in-principle approval received from NSE vide their letter no. NSE/LIST/20687-9 dated March
      02, 2006.
17.   Copy of SEBI observation letter No. CFD/DIL/ISSUES/SC/62015/2006 dated March 06, 2006.


                                                   147
                                           DECLARATION

No statement made in this Letter of Offer shall contravene any of the provisions of the Companies Act,
1956 and the rules made thereunder. All the legal requirements connected with the said issue as also the
guidelines; instructions etc. issued by SEBI, Government and any other competent authority in this behalf
have been duly complied with.

Signed by the Directors of the Company


Mr. R. K. Joshi


Mr. A. K. Guha


Mr. V. Ramasaamy


Mr. B. Chakrabarti


Mr. M. K. Garg


Mr. M. Ramadoss


Mr. N. R. Ranganathan


Mr. M. K. Tandon


Mr. B. P. Deshmukh


Mr. R. M. Malla


Mr. Arun Datta


Mr. Manu Chadha


Sd/-
Mr. S. Sridharan
Company Secretary


Place: Mumbai
Date: March 14, 2006




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