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Private & Confidential – For Private Circulation Only

PRIVATE PLACEMENT OFFER LETTER DATED MARCH 14, 2017

ALLAHABADBANK(A Government of India Undertaking)

Head Office: 2, Netaji Subhas Road, Kolkata - 700001Tel: (033) 22420885/ 22104018/22420878; Fax: +91-33-22104050/22623279

Website: www.allahabadbank.in; E-mail: [email protected] , [email protected]

PRIVATE PLACEMENT OFFER LETTER ISSUED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OFINDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED, RESERVE BANK OF INDIAMASTER CIRCULAR ON BASEL III CAPITAL REGULATIONS ISSUED VIDE RBI/2015-16/58 DBRNO.BP.BC.1/21.06.201/2015-16 DATED JULY 1, 2015, CLARIFICATIONS THEREON ISSUED BY RBI VIDE RBI/2015-16/285 DBR.NO.BP.BC.71/21.06.201/2015-16 DATED JANUARY 14, 2016 AND RBI CIRCULAR RBI/2016-17/222DBR.BP.BC.No.50/21.06.201/2016-17 DATED 02.02.2017.

PRIVATE PLACEMENT OF UNSECURED, NON-CONVERTIBLE, SUBORDINATED, FULLY PAID-UP,PERPETUAL, BASELIII COMPLIANT, ADDITIONAL TIER 1 BONDS, IN THE NATURE OF DEBENTURES OF FACE VALUE OF `10 LAKH EACH(“BONDS”) FOR `200 CRORE WITH A GREEN SHOE OPTION OF ADDITIONAL `800 CRORE (AGGREGATING TO NOTEXCEEDING `1000 CRORE) (THE “ISSUE”) ELIGIBLE FOR INCLUSION IN TIER 1 CAPITAL BY ALLAHABAD BANK(THE “ISSUER” OR THE “BANK”)

TRUSTEES FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE

Axis Trustee Services Limited Maheshwari Datamatics Private Limited2nd Floor 'E', Axis House 6, Mangoe Lane,Bombay Dyeing Mills Compound (Surendra Mohan Ghosh Sarani)Pandurang Budhkar Marg 2nd Floor,Worli, Mumbai - 400025 Kolkata - 700 001Tel No: (022) 24252525 Tel: (033) 22435029/ 22435809Fax No: +91-22-24252525 Fax: +91-33-22484787E-mail: [email protected] E-mail: [email protected]

ARRANGERS TO THE ISSUE (in alphabetic order)

A. K. Capital Services Limited30-39 Free Press House, 3rd Floor,Free Press Journal Marg, 215,Nariman Point, Mumbai 400021Tel: 91 (022) 6754 6500 / 6634 9300Fax: +91-22-6610 0594Email: [email protected]: www.akcapindia.com

AXIS BANK LIMITEDAxis House, 8th Floor, C-2, WadiaInternational Centre, P.B. Marg, Worli,Mumbai – 400 025, Maharashtra, IndiaTel: +91-22-42026692/ 66043292Fax: +91-22-24253800Website: www.axisbank.com

ICICI BankCorporate Office: ICICI BankTowers, Bandra-Kurla Complex,Mumbai 400 051.Tel : +91-22-33667777Fax : +91-22-26531122Website: www.icicibank.com

ICICI Securities Primary DealershipLimitedICICI Centre , H.T. Parekh MargChurchgate, Mumbai 400 020Tel : +91 22 2288 2460/70Fax : +91 22 2288 2313Website : www.icicisecuritiespd.com

SPA Capital Advisors Ltd.25, C block Community Centre,Jank Puri New Delhi-110058Tel: 01145675500Fax: 011-25572763Website : www.spacapital.com

Trust Investment Advisors Pvt. Ltd.1101, Naman Centre, G Block,C-31Bandra Kurla Complex,Mumbai – 4 00 051Tel: +91-22-40845000Fax: +91-22-40845052Website : www.trustgroup.in

LISTING

The Bonds are proposed to be listed on Wholesale Debt Market (“WDM”) segment of National Stock Exchange of IndiaLimited (“NSE”).

ISSUE SCHEDULEIssue Opening Date MARCH 17, 2017Issue Closing Date MARCH 17, 2017Pay-in Date MARCH 17, 2017Deemed Date of Allotment MARCH 17, 2017

Private Placement Offer Letter: Allahabad Bank

TABLE OF CONTENTS

I. DISCLAIMER................................................................................................................... ............................ 41. DISCLAIMER OF THE ISSUER..................................................................................................... 42. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OFINDIA........................................ 43. DISCLAIMER OF ARRANGERS TO THE ISSUE…………………………………………………….. 53. DISCLAIMER OF THE STOCK EXCHANGE ............................................................ ..................... 54. DISCLAIMER OF THE RESERVE BANK OF INDIA....................................................................... 55. DISCLAIMER IN RESPECT OF JURISDICTION……………………………………………………… 56. DISCLAIMER BY DEBENTURE TRUSTEE ………………………………………………………….. 5

II. DEFINITIONS/ ABBREVIATIONS............................................................................................... ............... 6III. ISSUER INFORMATION ............................................................................................ ............................... 9IV. DETAILS OF DIRECTORS OF THE ISSUER ......................................................... ................................. 11

1. CURRENT DIRECTORS OF THE ISSUER .................................................................................... 112. CHANGE IN DIRECTORS OF THE ISSUER SINCE LAST THREE YEARS ................................. 12

V. DETAILS OF STATUTORY AUDITORS OF THE ISSUER....................................................................... 13VI. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS……….... 15

1. HIGHLIGHTS ………..................................................................................................................... 152. OVERVIEW....................................................................................................... ............................ 15

a. Vision Statement.......................................................................................................... ............. 15b. Mission Statement.................................................................................................................... 15c. Main Objects ............................................................................................................. ............... 15d. Main Objects of Constitutional Documents............................................................................... 15e. Bank’s Operations............................................................................................. ....................... 16

i. Saving Bank……………………………................................................................................ 16ii. Other Credit Products…………………………………………………………………………… 17

3. CORPORATE STRUCTURE........................................................................................................ 194. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR LAST 3 YRS…….. 205. DEBT EQUITY RATIO OF THE ISSUER ….................................................................................. 216. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDINGOF NEW PROJECTS. 217. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE OF THE ISSUER…………………………. 21

VII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDINGANYREORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITALSTRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS.............................. 22

1. BRIEF HISTORY OF THE ISSUER .............................................................................................. 222. CAPITAL STRUCTURE (AS ON 31.12.2016) .............................................................................. 233. EQUITY SHARE CAPITAL HISTORY OF THE ISSUER FOR LAST FIVE YEARS

(AS ON 31.12.2016)……………………………………………………………………………… 234. CHANGES IN CAPITAL STRUCTURE OF THE ISSUER FOR LAST FIVE YEARS & UPTO

31.12.2016………………………………………………………………………………………………. 245. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR..................... 256. DETAILS OF ANY REORGANIZATION OR RECONSTITUTION IN THE LAST 1 YEAR.......... 257. SHAREHOLDING PATTERN OF THE ISSUER (AS ON 31.12.2016)....................................... 268. TOP 10 EQUITY SHARE HOLDERS OF THE ISSUER (AS ON 31.12.2016)........................... 279. PROMOTER HOLDING IN THE ISSUER (AS ON 31.12.2016)................................................. 27

10. BORROWINGS OF THE ISSUER (AS ON 31.12.2016) .......................................................... 27a. Secured Loan Facilities (as on 31.12.2016)................................................................... 27b. Unsecured Loan Facilities (as on 31.12.2016)............................................................. 27c. Deposits (as on 31.12.2016) ..................................................................................... .. 28d. Capital Status Bonds (as on 31.12.2016)................................................................... . 28

11. TOP 10 BONDHOLDERS (AS ON 31.12.2016)........................................................................ 2912. AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF

VARIOUSCOUNTER PARTIES INCLUDING ITS SUBSIDIARIES, JOINT VENTUREENTITIES, GROUP COMPANIES ETC.……………………………………………………………. 29

13. CERTIFICATE OF DEPOSITS ISSUED BY THE ISSUER (AS ON 31.12.2016)....................... 2914. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY

CONVERTIBLEBONDS (“FCCBS”), OPTIONALLY CONVERTIBLE BONDS/DEBENTURES/ PREFERENCE SHARES) (AS ON 31.12.2016)……………….………………… 29

15. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES, DEFAULT(S) AND/ORDELAY(S) INPAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OFTERM LOANS, DEBT SECURITIESANDOTHERFINANCIAL INDEBTEDNESSINCLUDING CORPORATE GUARANTEE ISSUED BY THE ISSUER, IN THE PASTFIVE YEARS..........................................................................................…………………………. 30


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16. OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATIONOTHER THANCASH, WHETHER IN WHOLE OR PART, AT A PREMIUM OR DISCOUNT,OR IN………………………………………………………………………………………………….. 30

17. AUDITED FINANCIAL INFORMATION OF THE ISSUER ....................................................... 31I. STANDALONE……………………………………………………………………………… 31

a. Statement of Profit & Loss........................................................................... 31b. Balance Sheet............................................................................................ .. 31c. Cash Flow Statement .................................................................................. 32d. Auditors’ Qualifications................................................................................ 33

II. CONSOLIDATED………………………………………………………………………….. 34a. Statement of Profit & Loss........................................................................... 34b. Balance Sheet............................................................................................ 34c. Cash Flow Statement ................................................................................. 35d. Auditors’ Qualifications ............................................................................... 36

18. LATEST LIMITED REVIEW QTRLY AND HALF YEARLY STANDALONE FINANCIALINFORMATION OF THE ISSUER …………………………………………………………………….. 37

19. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE .................. 38VIII. SUMMARY TERM SHEET .................................................................................................... ............ 39IX. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF

ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERESECURITIES AREPROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY,YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVEYIELD FOR INVESTOR).......................................................................................................... .......... 50

1. ISSUE SIZE ............................................................................................................................ 502. ELIGIBILITY TO COME OUT WITH THE ISSUE ................................................................... 503. REGISTRATION AND GOVERNMENT APPROVALS .......................................................... 504. AUTHORITY FOR THE ISSUE .............................................................................................. 505. OBJECTS OF THE ISSUE..................................................................................................... 506. UTILISATION OF ISSUE PROCEEDS .................................................................................. 517. MINIMUM SUBSCRIPTION................................................................................................... 518. UNDERWRITING.............................................................................................................. ..... 519. NATURE AND STATUS OF THE BONDS / SENIORITY OF CLAIM .................................... 51

10. LOSS ABSORPTION FEATURES………………………………………………………………... 5111. APPLICABLE RBI REGULATIONS………………………………………………………………. 5412. FACE VALUE, ISSUE PRICE, EFFECTIVE YIELD FOR INVESTOR ............................... .. 5513. SECURITY ................................................................................................................ ........... 5514. TERMS OF PAYMENT OF APPLICATION MONEY............................................................ 5515. DEEMED DATE OF ALLOTMENT...................................................................................... . 5516. LETTER(S) OF ALLOTMENT/ BOND CERTIFICATE(S)/ REFUND ORDER(S)/ ISSUE OF

LETTER(S) OFALLOTMENT ................................................................... .............................. 5517. ISSUE OF BOND CERTIFICATE(S)................................................................................... .. 5518. DEPOSITORY ARRANGEMENTS ....................................................................................... 5519. PROCEDURE FOR APPLYING FOR DEMAT FACILITY..................................................... 5620. FICTITIOUS APPLICATIONS.......................................... ..................................................... 5621. MARKET LOT............................................................................................................... ........ 5622. TRADING OF BONDS .......................................................................................................... 5623. MODE OF TRANSFER OF BONDS ..................................................................................... 5724. COMMON FORM OF TRANSFER ....................................................................................... 5725. INTEREST ON APPLICATION MONEY AGAINST WHICH ALLOTMENT IS MADE........... 5726. INTEREST ON REFUNDED MONEY AGAINST WHICH ALLOTMENT IS NOT MADE...... 5727. INTEREST ON THE BONDS............................................................................................... . 5728. BUSINESS DAY/ WORKING DAY ....................................................................................... 5829. EFFECT OF HOLIDAYS ...................................................................................................... 5830. DAY COUNT CONVENTION............................................................................................... . 5831. ILLUSTRATION OF CASH FLOWS .................................................................................... . 5832. RECORD DATE ............................................................................................................. ...... 5933. DEDUCTION OF TAX AT SOURCE................................................................................... .. 5934. PUT & CALL OPTION ....................................................................................................... ... 5935. REDEMPTION................................................................................................................... ... 6036. EVENT OF DEFAULT ....................................................................................................... ... 6037. ADDITIONAL COVENANT.................................................................................................. .. 6038. SETTLEMENT/ PAYMENT ON REDEMPTION .................................................................. . 6139. LIST OF BENEFICIAL OWNERS......................................................................................... . 6140. SUCCESSION .............................................................................................................. ......... 61


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41. WHO CAN APPLY ............................................................................................................... 6142. WHO ARE NOT ELIGIBLE TO APPLY FOR BONDS ........................................................ . 6243. DOCUMENTS TO BE PROVIDED BY INVESTORS .......................................................... 6244. HOW TO APPLY............................................................................................................. ..... 6245. FORCE MAJEURE .............................................................................................................. 6346. APPLICATIONS UNDER POWER OF ATTORNEY........................................................... .. 6347. APPLICATION BY MUTUAL FUNDS .................................................................................. 6348. APPLICATION BY PROVIDENT FUNDS, SUPERANNUATION FUNDS AND GRATUITY

FUNDS……………………………………………………………………………………………… 6449. ACKNOWLEDGEMENTS .................................................................................................... 6450. BASIS OF ALLOCATION .................................................................................................... 6451. RIGHT TO ACCEPT OR REJECT APPLICATIONS........................................................... . 6452. PAN ………….…….............................................................................................................. . 6453. SIGNATURES ..................................................................................................................... 6454. NOMINATION FACILITY..................................................................................................... . 6555. RIGHT OF BONDHOLDER(S)............................................................................................ . 6556. MODIFICATION OF RIGHTS .............................................................................................. 6557. FUTURE BORROWINGS .................................................................................................... 6558. BOND/ DEBENTURE REDEMPTION RESERVE (“DRR”).................................................. . 6559. NOTICES.............................................................................................................................. 6560. JOINT-HOLDERS ................................................................................................................ 6561. DISPUTES & GOVERNING LAW ........................................................................................ 6562. INVESTOR RELATIONS AND GRIEVANCE REDRESSAL................................................ . 6663. PURCHASE / FUNDING OF BONDS BY THE BANK........................................................... 6664. CONDITIONS PRECEDENT TO SUBSCRIPTION OF BONDS ……………………………… 6665. CONDITIONS SUBSEQUENT TO SUBSCRIPTION OF BONDS……………………………. 66

X. CREDIT RATING FOR THE BONDS.................................................................................................. 66XI. TRUSTEES FOR THE BONDHOLDERS ........................................................................................... 67XII. STOCK EXCHANGE WHERE BONDS ARE PROPOSED TO BE LISTED ..................................... 68XIII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE

ISSUER.............................................................................................. ............................................... 68A. MATERIAL CONTRACTS...................................................................................................... 69B. DOCUMENTS.................................................................................................................... .... 69

XIV. DECLARATION .......................................................................................................... ..................... 69XV. ANNEXURES

A. COPY OF RATING LETTER FROM INDIA RATINGS & RESEARCH PVT. LTD.B. COPY OF RATING LETTER FROM BRICKWORK RATINGS INDIA PVT. LTD.C. COPY OF CONSENT LETTER FROM BOND TRUSTEED. APPLICATION FORM FOR SUBSCRIPTIONE. ADDRESS OF COLLECTING BRANCHES OF THE BANK


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I. DISCLAIMER1. DISCLAIMER OF THE ISSUERThis Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared inaccordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended and Securities andExchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circularno. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended, Securities and Exchange Board of India(Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014, as amended and Securities and Exchange Board of India (Issue and Listing ofDebt Securities) (Amendment) Regulations, 2015 issued Vide Circular No. LAD-NRO/GN/2014-15/25/539 datedMarch 24, 2015, Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment)Regulations, 2016 issued vide circular no. SEBI/LAD-NRO/GN/2016-17/004 dated May 25, 2016, Securities andExchange Board of India Circular CIR/IMD/DF-1/122/2016 dated November 11, 2016, Reserve Bank of India MasterCircular on BASEL III Capital Regulations issued vide RBI/2015-16/58 DBR NO.BP.BC.1/21.06.201/2015-16 datedJuly 1, 2015, clarifications thereon issued by RBI vide RBI/2015-16/285 DBR.NO.BP.BC.71/21.06.201/2015-16 datedJanuary 14, 2016and RBI Circular RBI/2016-17/222 DBR.BP.BC.No.50/21.06.201/2016-17 dated 02.02.2017.ThisPrivate Placement Offer Letter does not constitute an offer to public in general to subscribe for or otherwise acquirethe Bonds to be issued by Allahabad Bank (the “Issuer”/ the “Bank”). This Private Placement Offer Letter is for theexclusive use of the addressee and it should not be circulated or distributed to third party (ies). It is not and shall notbe deemed to constitute an offer or an invitation to the public in general to subscribe to the Bonds issued by theIssuer. This bond issue is made strictly on private placement basis. Apart from this Private Placement Offer Letter, nooffer document or prospectus has been prepared in connection with the offering of this bond issue or in relation to theIssuer.This Private Placement Offer Letter is not intended to form the basis of evaluation for the prospective subscribers towhom it is addressed and who are willing and eligible to subscribe to the Bonds issued by the Bank. This PrivatePlacement Offer Letter has been prepared to give general information regarding the Bank to parties proposing toinvest in this issue of Bonds and it does not purport to contain all the information that any such party may require. TheBank believes that the information contained in this Private Placement Offer Letter is true and correct as of the datehereof. The Bank does not undertake to update this Private Placement Offer Letter to reflect subsequent events andthus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein withthe Bank. However, the Bank reserves its right for providing the information at its absolute discretion. The Bankaccepts no responsibility for statements made in any advertisement or any other material and anyone placing relianceon any other source of information would be doing so at his own risk and responsibility.Prospective subscribers must make their own independent evaluation and judgment before making the investmentand are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing inBonds. It is the responsibility of the prospective subscriber to have obtained all consents, approvals or authorizationsrequired by them to make an offer to subscribe for, and purchase the Bonds. It is the responsibility of the prospectivesubscriber to verify if they have necessary power and competence to apply for the Bonds under the relevant laws andregulations in force. Prospective subscribers should conduct their own investigation, due diligence and analysis beforeapplying for the Bonds. Nothing in this Private Placement Offer Letter should be construed as advice orrecommendation by the Issuer or by the Arrangers to the Issue to subscribers to the Bonds. The prospectivesubscribers also acknowledge that the Arrangers to the Issue do not owe the subscribers any duty of care in respectof this private placement offer to subscribe for the Bonds. Prospective subscribers should also consult their ownadvisors on the implications of application, allotment, sale, holding, ownership and redemption of these Bonds (Onexercise of Call Option by the Bank) and matters incidental thereto.This Private Placement Offer Letter is not intended for distribution. It is meant for the consideration of the person towhom it is addressed and should not be reproduced by the recipient. The securities mentioned herein are beingissued on private placement basis and this offer does not constitute a public offer/invitation.The Issuer reserves the right to withdraw the private placement of the bond issue prior to the issue closing date(s) inthe event of any unforeseen development adversely affecting the economic and regulatory environment or any otherforce majeure condition including any change in applicable law. In such an event, the Issuer will refund the applicationmoney, if any, along with interest payable on such application money, if any.

2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIAThis Private Placement Offer Letter has not been filed with Securities and Exchange Board of India (“SEBI”). TheBonds have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of thisPrivate Placement Offer Letter. It is to be distinctly understood that this Private Placement Offer Letter should not, inany way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take anyresponsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to bemade, or for the correctness of the statements made or opinions expressed in this Private Placement Offer Letter. TheIssue of Bonds being made on private placement basis, filing of this Private Placement Offer Letter is not required with


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SEBI. However SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses inthis Private Placement Offer Letter.

3. DISCLAIMER OF THE ARRANGERS TO THE ISSUE

It is advised that the Issuer has exercised self due-diligence to ensure complete compliance of prescribed disclosurenorms in this Private Placement Offer Letter. The role of the Arrangers to the Issue in the assignment is confined tomarketing and placement of the bonds on the basis of this Private Placement Offer Letter as prepared by the Issuer.The Arrangers have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents ofthis Private Placement Offer Letter. The Arrangers shall use this Private Placement Offer Letter for the purpose ofsoliciting subscription from a particular class of eligible investors in the Bonds to be issued by the Issuer on privateplacement basis. It is to be distinctly understood that the aforesaid use of this Private Placement Offer Letter by theArrangers should not in any way be deemed or construed that the Private Placement Offer Letter has been prepared,cleared, approved or vetted by the Arrangers; nor do they in any manner warrant, certify or endorse the correctness orcompleteness of any of the contents of this Private Placement Offer Letter; nor do they take responsibility for thefinancial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. TheArrangers or any of its directors, employees, affiliates or representatives do not accept any responsibility and/orliability for any loss or damage arising of whatever nature and extent in connection with the use of any of theinformation contained in this Private Placement Offer Letter.

4. DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Private Placement Offer Letter has been submitted to National Stock Exchange of IndiaLimited (hereinafter referred to as “NSE”/ “Stock Exchange”) for seeking in-principle approval for listing of the Bonds. Itis to be distinctly understood that such submission of the Private Placement Offer Letter with NSE or hosting the sameon its website should not in any way be deemed or construed that the Private Placement Offer Letter has beencleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness ofany of the contents of this Private Placement Offer Letter; nor does it warrant that this Issuer’s securities will be listedor continue to be listed on the Stock Exchange; nor does it take responsibility for the financial or other soundness ofthis Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to applyfor or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation andanalysis and shall not have any claim against the Stock Exchange whatsoever by reason of any loss which may besuffered by such person consequent to or in connection with such subscription/ acquisition whether by reason ofanything stated or omitted to be stated herein or any other reason whatsoever.

5. DISCLAIMER OF THE RESERVE BANK OF INDIA

The Bonds have not been recommended or approved by the RBI nor does RBI guarantee the accuracy or adequacyof this Private Placement Offer Letter. It is to be distinctly understood that this Private Placement Offer Letter shouldnot, in any way, be deemed or construed that the Bonds have been recommended for investment by the RBI. RBIdoes not take any responsibility either for the financial soundness of the Issuer, or the Bonds being issued by theIssuer or for the correctness of the statements made or opinions expressed in this Private Placement Offer Letter. Thepotential investors may make investment decision in respect of the Bonds offered in terms of this Private PlacementOffer Letter solely on the basis of their own analysis and RBI does not accept any responsibility aboutservicing/repayment of such investment.CLAIMECT OF JURISDICTION6. DISCLAIMER IN RESPECT OF JURISDICTION

The private placement of debentures is made in India to Companies, Corporate Bodies, Trusts registered under theIndian Trusts Act, 1882, Societies registered under the Societies Registration Act, 1860 or any other applicable laws,provided that such Trust/ Society is authorised under constitution/ rules/ byelaws to hold debentures in a Company,Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Insurance Companies, Commercial Banksincluding Regional Rural Banks and Cooperative Banks, Provident, Pension, Gratuity, Superannuation Funds asdefined under Indian laws. The Information Memorandum does not, however, constitute an offer to sell or an invitationto subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offeror invitation in such jurisdiction. Any person into whose possession this Information Memorandum comes is requiredto inform him about and to observe any such restrictions. Any disputes arising out of this issue will be subject to theexclusive jurisdiction of courts and tribunals of Kolkata. All information considered adequate and relevant about theIssuer has been made available in this Information Memorandum for the use and perusal of the potential investors andno selective or additional information would be available for a section of investors in any manner whatsoever.

7. DISCLAIMER BY DEBENTURE TRUSTEE

The debenture trustee is not a guarantor and will not be responsible for any non-payment of interest and redemptionamount (In case of exercise of Call Option by the Bank) and/or any loss or claim.


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II. DEFINITIONS/ ABBREVIATIONS

AY Assessment YearALM Asset Liability ManagementATM Automated Teller MachineAllotment/ Allot/Allotted

The issue and allotment of the Bonds to the successful Applicants in the Issue

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

Applicant/Investor A person who makes an offer to subscribe the Bonds pursuant to the terms of this PrivatePlacement Offer Letter and the Application Form

Application Form The form in terms of which the Applicant shall make an offer to subscribe to the Bonds andwhich will be considered as the application for allotment of Bonds in the Issue

Bondholder(s) Any person or entity holding the Bonds and whose name appears in the list of BeneficialOwners provided by the Depositories

BeneficialOwner(s)

Bondholder(s) holding Bond(s) in dematerialized form (Beneficial Owner of the Bond(s) asdefined in clause (a) of sub-section of Section 2 of the Depositories Act, 1996)

Board/ Board ofDirectors

The Board of Directors of Allahabad Bank or Committee thereof, unless otherwise specified

Bond(s) Unsecured, Non-Convertible, Perpetual, Fully Paid-up, Basel III Compliant, Additional Tier 1Bonds, in the nature of Debentures for inclusion in Tier 1 Capital of Face Value of `10 lakheach (“Bonds”)to be issued by Allahabad Bank (“Issuer” or the “Bank”) through privateplacement route under the terms of this Private Placement Offer Letter.

Brickwork Brickwork Ratings India Private LimitedCAR Capital Adequacy RatioCAG Comptroller and Auditor General of IndiaCDSL Central Depository Services (India) LimitedCMD Chairman & Managing Director of Allahabad BankCRISIL CRISIL LimitedCARE Credit Analysis & Research LimitedDebt Securities Non-Convertible debt securities which create or acknowledge indebtedness and include

debenture, bonds and such other securities of a body corporate or any statutory bodyconstituted by virtue of a legislation, whether constituting a charge on the assets of the Issueror not, but excludes security bonds issued by Government or such other bodies as may bespecified by SEBI, security receipts and securitized debt instruments

Deemed Date ofAllotment

The cut-off date declared by the Issuer from which all benefits under the Bonds includinginterest on the Bonds shall be available to the Bondholder(s). The actual allotment of Bonds(i.e. approval from the Board of Directors or a Committee thereof) may take place on a dateother than the Deemed Date of Allotment

Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations,1996, as amended from time to time

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

A Depository participant as defined under Depositories Act

DP Depository ParticipantDRR Bond/ Debenture Redemption ReserveEPS Earnings Per ShareFIs Financial InstitutionsFIIs Foreign Institutional InvestorsFinancial Year/ FY Period of twelve months ending March 31, of that particular yearGIR General Index Registration NumberGoI Government of India/ Central GovernmentICRA ICRA LimitedIndia Ratings India Ratings and Research Private Limited formerly FITCH Ratings India Private LimitedIssuer/ Bank Allahabad Bank, constituted under the Banking Companies (Acquisition and Transfer of

Undertakings) Act, 1970 and having its Head Office at2, Netaji Subhas Road, Kolkata 700001I.T. Act The Income Tax Act, 1961, as amended from time to time.Listing Agreement Uniform Listing Agreement Prescribed by Securities and Exchange Board of India vide circular

no. CIR/CFD/CMD/6/2015 dated October 13, 2015.Loss Absorbency The Bonds shall be subject to loss absorbency features applicable for non-equity capital

instruments vide Master Circular No. DBR.No.BP.BC.1/21.06.201/2015-16dated July 01,


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2015, clarifications thereon vide RBI/2015-16/285 DBR.NO.BP.BC.71/21.06.201/2015-16dated January 14, 2016and Circular RBI/2016-17/222 DBR.BP.BC.No.50/21.06.201/2016-17dated 02.02.2017issued by the Reserve Bank of India on Basel III capital regulations coveringterms and conditions for issue of debt capital instruments for inclusion as Tier 1 Capital(Annex 4 of the Master Circular) and minimum requirement to ensure Loss Absorbency ofAdditional Tier 1 Instruments at Pre-specified Trigger and at the Point of Non-viability(PONV)(Annex 16 of the Master Circular).

MF Mutual FundMoF Ministry of FinanceNEFT National Electronic Fund TransferNSDL National Securities Depository LimitedNSE/ DesignatedStock Exchange

National Stock Exchange of India Limited being the Stock Exchange in which Bonds of theIssuer are proposed to be listed

PAN Permanent Account NumberPONV The Bonds may, at the option of the RBI, be permanently written off upon occurrence of the

trigger event called the “Point of Non Viability Trigger” (“PONV Trigger”)PONV Trigger The PONV Trigger event shall be the earlier of:

a) a decision that the write off, without which the Bank would become non-viable, isnecessary, as determined by the Reserve Bank of India; and

b) the decision to make a public sector injection of capital, or equivalent support, withoutwhich the Bank would have become non-viable, as determined by the relevant authority.

Such a decision would invariably imply that the write-off consequent upon the trigger eventmust occur prior to any public sector injection of capital so that the capital provided by thepublic sector is not diluted. As such, there will not be any residual claims on the issuer whichare senior to ordinary shares of the bank, following a trigger event and when write-off isundertaken.

For the purpose of these guidelines, a non-viable bank will be a bank which, owing to itsfinancial and other difficulties, may no longer remain a going concern on its own in the opinionof the Reserve Bank unless appropriate measures are taken to revive its operations and thus,enable it to continue as a going concern. The difficulties faced by a bank should be such thatthese are likely to result in financial losses and raising the Common Equity Tier 1 capital of thebank should be considered as the most appropriate way to prevent the bank from turning non-viable. Such measures would include permanent write-off of non-equity regulatory capital, fullyor partially, with or without other measures as considered appropriate by the Reserve Bank.

In rare situations, a bank may also become non-viable due to non-financial problems, such asconduct of affairs of the bank in a manner which is detrimental to the interest of depositors,serious corporate governance issues, etc. In such situations raising capital is not considered apart of the solution and therefore, may not attract provisions of this framework.

A bank facing financial difficulties and approaching PONV will be deemed to achieve viability ifwithin a reasonable time in the opinion of Reserve Bank of India; it will be able to come out ofthe present difficulties if appropriate measures are taken to revive it. The measures includingwrite-off/public sector injection of funds are likely to:

a) Restore depositors’/investors’ confidence;b) Improve rating/creditworthiness of the bank and thereby improve its borrowing capacity

and liquidity and reduce cost of funds; andc) Augment the resource base to fund balance sheet growth in the case of fresh injection of

funds.

Private PlacementOffer Letter

Private Placement Offer Letter dated March 14, 2017 for private placement of UnsecuredNon-Convertible Perpetual Fully Paid Up Basel III Compliant Additional Tier 1 Bonds in thenature of Debentures of Face Value of `10 lakh each (“Bonds”) to be issued by the Bank for`200 crore with a green shoe option of additional `800crore(Aggregating to not exceeding`1000 crore) eligible for inclusion in Tier 1 Capital of Bank.

` /INR/ ` Indian National RupeeRecord Date Reference date for payment of interest/ repayment of principalRBI Reserve Bank of India


Page 8 of 79

RBI Regulations Master Circular No.DBR.No.BP.BC.1/21.06.201/2015-16dated July 01, 2015 issued by theReserve Bank of India on Basel III capital regulations covering terms and conditions for issueof debt capital instruments for inclusion as Tier 1 Capital(Annex 4 of the Master Circular) andminimum requirement to ensure Loss Absorbency of Additional Tier 1 Instruments at Pre-specified Trigger and at the Point of Non-viability (PONV) (Annex 16 of the Master Circular),clarifications thereon issued by RBI vide RBI/2015-16/285DBR.NO.BP.BC.71/21.06.201/2015-16 dated January 14, 2016 and RBI Circular RBI/2016-17/222 DBR.BP.BC.No.50/21.06.201/2016-17 dated 02.02.2017.

Registrar Registrar to the Issue, in this case being Maheshwari Datamatics Private LimitedRTGS Real Time Gross SettlementSEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to timeSEBI DebtRegulations

Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, asamended and Securities and Exchange Board of India (Issue and Listing of Debt Securities)(Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392dated October 12, 2012, as amended, Securities and Exchange Board of India (Issue andListing of Debt Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014, as amended and Securities And ExchangeBoard Of India (Issue And Listing Of Debt Securities) (Amendment) Regulations, 2015 IssuedVide Circular No. LAD-NRO/GN/2014-15/25/539 dated March 24, 2015, Securities andExchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations,2016 issued vide circular no. SEBI/LAD-NRO/GN/2016-17/004 dated May 25, 2016,Securities and Exchange Board of India Circular CIR/IMD/DF-1/122/2016 dated November 11,2016.

The CompaniesAct

Unless specified otherwise, this would imply to the provisions of the Companies Act, 2013 (tothe extent notified) and/or provisions of Companies Act, 1956 w.r.t. the sections which havenot yet been replaced by the Companies Act, 2013 through any official notification.

TDS Tax Deducted at SourceThe Issue/ TheOffer/ PrivatePlacement

Private Placement of Unsecured Non-Convertible Perpetual Fully Paid Up Basel III Compliantadditional Tier 1 Bonds in the nature of Debentures for inclusion in Tier 1 Capital of FaceValue of `10 lakh each (“Bonds”) for `200 crore with a green shoe option of additional `800crore (Aggregating to not exceeding `1000 crore).

Trustees Trustees for the Bondholders in this case being Axis Trustee Services Limited


Page 9 of 79

III. ISSUER INFORMATION

Name of the Issuer : Allahabad Bank

Head Office : 2, Netaji Subhas Road, Kolkata - 700001

Tel. No. : (033) 22104713/22420878

Fax No. : (033) 22106323/22623279

Website : www.allahabadbank.in

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

Compliance Officer for : Mr. S. L. Jainthe Issue General Manager (F&A)

Allahabad BankHead Office2, Netaji Subhas Road, Kolkata - 700001Tel : (033) 22104713Fax: +91-33-22106323E-mail:[email protected]

Chief Financial Officer : Mr. S. L. Jainof the Issuer General Manager (F&A)

Allahabad BankHead Office2, Netaji Subhas Road, Kolkata - 700001Tel : (033)22104713Fax: +91-33-22106323E-mail:[email protected]

Trustees for the : Axis Trustee Services LimitedBond Holders Registered Office

2nd Floor 'E', Axis HouseBombay Dyeing Mills CompoundPandurang Budhkar MargWorli, Mumbai - 400025Tel No: (022) 24252525Fax No: +91-22-24252525E-mail: [email protected]

Registrar to the : Maheshwari Datamatics Private LimitedIssue 6, Mangoe Lane (Surendra Mohan Ghosh Sarani)

2nd Floor, Kolkata - 700001Tel: (033) 22435029/ 22435809Fax: +91-33-22484787E-mail: [email protected]

Credit Rating : India Ratings & Research Pvt. Ltd.Agencies Wockhhardt Tower, Level 4, West Wing

Bandra Kurla Complex, Bandra East, Mumbai- 400051Tel: +91 2240001700Fax: +91 2240001701E-mail: [email protected]

Brickwork Ratings India Pvt. Ltd.3rd Floor, Raj Alkaa Park, Kalena Agrahara,Bannerghata Road, Bengaluru- 560076Tel: +91 8040409940Fax: +91 8040409941E-mail: [email protected]


Page 10 of 79

Auditors of the Issuer : M/s N. C. Banerjee & Co.Chartered AccountantsFirm Registration No.: 302081ECommerce House, 1st floor, Room No.9,2, Ganesh Chandra Avenue, Kolkata- 700013Tel:033-22132200/ 2214/ 2265Fax: 033-22132419E-mail: [email protected]

M/s Kansal Singla & AssociatesChartered AccountantsFirm Registration No.: 003897NSCO 80-81, 4th Floor,Sector 17 C,Chandigarh – 160017Phone No. – 01725078401Fax: 0172-5072903E-mail: [email protected]

M/S. Raju & PrasadChartered Accountants,Firm Registration No.: 003475S401, Diamond House, Adj Amrutha Hills,Punjagutta, Hyderabad – 500082Phone No. – 04023410404Fax: 040- 23410403E-mail: [email protected]

M/s De & BoseChartered Accountants,Firm Registration No.: 302175E8/2, Kiran Shankar Roy Road, 2nd Floor, Room No. 1,KOLKATA- 700001Phone No. - 03322485039Fax: 033-22434864E-mail: [email protected]

M/s G N S & Associates,Chartered Accountants,Firm Registration No.: 318171EM-27, Madhusudhan Nagar, Unit-IVBhubaneswar – 751001.Phone No. - 06742395256Fax: 0674-2395257E-mail: [email protected]


Page 11 of 79

IV. DETAILS OF DIRECTORS OF THE ISSUER

1. CURRENT DIRECTORS OF THE ISSUERThe composition of the Board of Directors of the Issuer as on date of this Private Placement Offer Letter is as under:

Sr.No.

Name,Designation and DIN

Age(in years)

Address Director ofthe Banksince

Other Directorships

1. Mr. Rakesh SethiChairman & ManagingDirectorDIN:02420709

59 Allahabad Bank HeadOffice, 2, N.S. RoadKolkata-700001

12.03.14 AllBank Finance Ltd. Universal Sompo General

Insurance Co. Ltd. Indian Institute of Banking

and Finance2. Mr. N. K. Sahoo

Executive Director57 Allahabad Bank Head

Office, 2, N.S. RoadKolkata-700001

12.03.15 Nil

3. Mr. S. Harisankar 55 Allahabad Bank HeadOffice, 2, N.S. RoadKolkata-700001

18.02.17 Nil

4. Mr. Anshuman SharmaGovernment NomineeDirector

37 Deptt. of FinancialServices, Ministry ofFinance, 3rd Floor,Jeevan Deep Building,Sansad Marg, New Delhi-110 001

14.06.16 IFCI Ltd.

5. Mr. Vivek DeepRBI Nominee Director

50 Regional Director,Reserve Bank of India,Bara Chauraha,Kanpur-400 001

06.12.16 Nil

6. Prof. Radha R.SharmaPart Time Non-OfficialDirector

61 Flat no. 1108, Block – 17,Heritage City, M. G.Road, Gurgaon – 122002

28.01.16 Nil

7. Shri Gautam GuhaPart Time Non-OfficialDirector

61 C 503, KesarwaniApartments, Plot No. 4,Sector – 5, Dwarka,New Delhi – 110 075

25.04.16 Nil

8. Mr. Parveen KumarChhokraShareholder NomineeDirector

63 N. K. 402, Jatpura,Circular Road, JalandharCity-144001

04.03.15 Metropolitan ClearingCorporation of India

9. Mr. Bijaya KumarSahooShareholder NomineeDirector

53 315, Bidyut Marg, SastriNagar, Unit-4,Bhubaneswar- 751001

04.03.15 Kudremukh Iron Ore Co.Ltd.

Hindustan Shipyard Ltd. JSS Software & Parks Pvt.

Ltd. JSS IT Solutions Ltd. Sahoo Projects Pvt. Ltd. SRB Technologies Pvt. Ltd. St. Sirdi Sai Education

Society Ltd.10. Mr. Sarath Sura

Shareholder NomineeDirector

56 42, Meenakshi Bamboos,Opp. Ramky Towers,Gachibowli, Hyderabad-500032

04.03.15 Greycampus Edutech Pvt.Ltd.

None of the current directors of the Bank appear in the RBI’s defaulter list or ECGC’s default list, if any.


Page 12 of 79

2. CHANGE IN DIRECTORS OF THE ISSUER SINCE LAST THREE YEARS

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

Name,Designation

Date ofAppointment

Date ofCessation

Reason/ Remarks

Smt. Shubhalakshmi PanseChairman and Managing Director

01.10.2012 31.01.2014 Retired on superannuation

Mr. Jal Karan Singh KharbExecutive Director


Mr. T.R. ChawlaExecutive Director


Mr. Arun TiwariExecutive Director

18.06.2012 26.12.2013 Elevated to CMD of Union Bankof India

Mr. A. UdgataRBI Nominee Director

13.10.2011 06.12.2016 As per GOI letterF.No.6/3/2011-BO-I dated06.12.2016

Dr. Shashank Saksena, IES.Government Nominee Director

15.11.2011 14.06.2016 As per GOI letterF.No.6/3/2012-BO-I dated14.06.2016

Mr. Sanjeev Kumar SharmaChartered Accountant Nominee Director

18.12.2013 17.12.2016 Expiry of three years terms ofappointment

Mr. Yogeshwar Prasad SinghWorkmen Employee Director


Mr. Ajay ShuklaPart-Time Non-Official Director


Mr. Rajesh M. ChaturvediCA Nominee Director


Mr. Dinesh DubeyPart time Non-Official Director

18.02.2013 17.02.2014 Resignation

Mr. D.N. SinghPart time Non-Official Director


Mr. Nirmal Kumar BariOfficers Employee Director


Mr. Gour DasWorkmen Employee Director


Mr. A. P. V. N. SarmaShareholders’ Director

10.02.2012 18.11.2014 Resignation

Mr. Ashok VijShareholders’ Director

10.02.2012 09.02.2015 Expiry of terms of appointment

Dr. Sudip ChaudhuriShareholders’ Director

10.02.2012 09.02.2015 Expiry of terms of appointment


Page 13 of 79

V. DETAILS OF STATUTORY AUDITORS OF THE ISSUER

A. CURRENT STATUTORY AUDITORS OF THE ISSUER

Details of the statutory auditors of the Issuer for financial year 2016-17 are as under:

Name of Statutory Auditors FirmRegistrationNo.

Address & Contact Details Auditor since

M/s N. C. Bannerjee & Co.Chartered Accountants

302081E Commerce House, 1st floor, Room No.9,2,Ganesh Chandra Avenue,Kolkata- 700013Tel:033-22132200/ 2214/ 2265Fax: 033-22132419E-mail: [email protected]

FY2014-15

M/s Kansal Singla & AssociatesChartered Accountants

003897N SCO 80-81, 4th Floor,Sector 17 C, Chandighar – 160017Tele. – 01725078401Fax: 0172-5072903E-mail: [email protected]

FY 2015-16

M/S. Raju & PrasadChartered Accountants

003475S 401, Diamond House, Adj Amrutha Hills,Punjagutta, Hyderabad – 500082Tel: 04023410404Fax:040- 23410403E-mail: [email protected]

FY 2015-16

M/s De & BoseChartered Accountants

302175E 8/2, Kiran Shankar Roy Road, 2nd Floor,Room No. 1,Kolkata- 700001Tel: 03322485039Fax: 033-22434864E-mail: [email protected]

FY 2015-16

M/s G N S & AssociatesChartered Accountants

318171E M-27, Madhusudhan Nagar, Unit-IVBhubaneswar – 751001Tel:06742395256Fax:0674-2395257E-mail: [email protected]

FY 2015-16

B. CHANGES IN STATUTORY AUDITORS OF THE ISSUER SINCE LAST THREE YEARS

Changes in the statutory auditors of the Issuer during the last three years are as under:

Name Address Date ofAppointment

Date ofCessation

Auditor of theIssuer since

Remarks

M/s M.C. Jain & Co.Chartered Accountants

33, Brabourne Road,3rd FloorKolkata-700 001

FY 2010-11 FY 2013-14 FY 2010-11 Nil

M/s N. K. Bhargava & Co.Chartered Accountants

C-31, 1st Floor, AcharyaNiketan, Opp. Pocket-I, MayurVihar, Phase-I,New Delhi-110091

FY 2011-12 FY 2014-15 FY 2011-12 Nil

M/s Raghu Nath Rai & Co.Chartered Accountants

9, Mathura Road, Jangpura B,New Delhi-110014Tel:011-24372181/82Fax: 011-24372183E-mail:[email protected],

[email protected]

FY 2012-13 FY2014-15 FY 2012-13 Nil


Page 14 of 79

M/s Khandelwal Kakani & Co.Chartered Accountants

8, Johari Palace First Floor,51 M. G. Road,Indore-452001(M.P.)Tel: 0731-2518269/ 2529539Fax: 0731-4042019E-mail:[email protected]

FY 2012-13 FY2014-15 FY 2012-13 Nil

M/s Batliboi & PurohitChartered Accountants

National Insurance Building,204 Dr. Dadabhoy Naoraji,Fort, Mumbai-400001,(Maharastra)Tel:022-22077941Fax:022-22074260E-mail:[email protected]

FY 2012-13 FY2014-15 FY 2012-13 Nil

M/s Sarath & AssociatesChartered Accountants

4th Floor, Maas Heights,H.No.8-2-577/B Road No.8,Banjara Hills,Hyderabad-500034(A.P.)Tel: 040-23354322 /23357090Fax: 040-23356716E-mail:[email protected]

FY 2012-13 FY2014-15 FY 2012-13 Nil


Page 15 of 79

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

1. HIGHLIGHTS

a. Public Sector Bank with shareholding of 65.92% with Government of India as on December 31, 2016;b. Established in 1865– more than 151 years of existence;c. Professionally managed Bank;d. As on December 31, 2016, the Bank had a large network of 3246 domestic Branches spread throughout the

country and one foreign branch at Hong Kong.e. Specialized branches to cater the need of industrial finance, trade finance, personal banking, international

banking, NRIs and small-scale industriesf. As on December 31, 2016, the Capital Adequacy Ratio of the Bank as per Basel III stood at 10.60% which is

well above the minimum CRAR prescribed by the Reserve Bank of India;g. Product portfolio includes Industrial Finance, Trade finance, Consumer Loans, Demat Services, Kisan Credit

Cards etc.;h. Net NPA to Net Advance Ratio was 8.65% as on December 31, 2016;i. Total Business of `361922crore as on December 31, 2016;

2. OVERVIEW

a. Vision Statement

“To put the Bank on a higher growth path by building a Strong Customer-base through Talent Management, inductionof State-of-the-art Technology and through Structural Re-organization”.

b. Mission Statement

To ensure anywhere and anytime banking for the customer with latest state-of-the-art technology and by developingeffective customer centric relationship and to emerge as a world-class service provider through efficient utilization ofHuman Resources and product innovation.

c. Main Objects

The main object and business of the Bank, as laid down in the Bank Nationalization Act is as under:

The main object of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 under which theundertaking of the Bank was taken over by the Central Government is as under: “An Act to provide for the acquisitionand transfer of the undertakings of certain banking companies, having regard to their size, resources, coverage andorganization, in order further to control the heights of the economy, to meet progressively, and serve better, the needsof the development of the economy and to promote the welfare of the people, in conformity with the policy of the Statetowards securing the principles laid down in clauses (b) and (c) of article 39 of the Constitution and for mattersconnected therewith or incidental thereto.”.

The Main Object of the Bank enables it to undertake the activities for which the funds are being raised and theactivities, which it has been carrying on till date.

d. Main Objects of Constitutional Documents

Section 3(5) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, states as follows:

“Every corresponding new bank shall carry on and transact the business of banking as defined in clause (b) of Section5 of the Banking Regulation Act, 1949 (10 of 1949) and may engage in one or more of the other forms of businessspecified in sub-section (1) of Section 6 of that Act.”

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

“Banking’ means the accepting, for the purpose of lending or investment, of deposits of money from the public,repayable on demand or otherwise, and withdrawable by cheque, draft, order or otherwise.”

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

“Form and business in which banking companies may engage in addition to the business of banking, a bankingcompany may engage in any one or more of the following forms of business, namely:


Page 16 of 79

i. The borrowing, raising, or taking up of money; the lending or advancing of money either upon or withoutsecurity; the drawing, making, accepting, discounting, buying, selling, collecting and dealing in bills ofexchange, hundies, promissory notes, coupons, drafts, bills of lading, railway receipts, warrants, debentures,certificates, scrips and other instruments and securities whether transferable or negotiable or not; the grantingand issuing of letters of credit, , traveller’s cheques and circular notes; the buying, selling and dealing inbullion and specie; the buying and selling of foreign exchange including foreign bank notes; the acquiring,holding, issuing on commission, underwriting and dealing in stock, funds, shares, debentures, debenturestock, bonds, obligations, securities and investments of all kinds; the purchasing and selling of bonds, scripsor other forms of securities on behalf of constituents or others, the negotiating of loans and advances; thereceiving of all kinds of bonds, scrips or valuables on deposit or for safe custody or otherwise; the providing ofsafe deposit vaults; the collecting and transmitting of money and securities.

ii. Acting as agents for any Government or local authority or any other person or persons; the carrying on ofagency business of any description including the clearing and forwarding of goods, giving of receipts anddischarges and otherwise acting as an attorney on behalf of customers, but excluding the business of amanaging agent or secretary and treasurer of a company.

iii. Contracting for public and private loans and negotiating and issuing the same.iv. The effecting, insuring, guaranteeing, underwriting, participating in managing and carrying out of any issue,

public or private, of State, municipal or other loans or of shares, stock, debentures, or debenture stock of anycompany, corporation or association and the lending of money for the purpose of any such issue.

v. Carrying on and transacting every kind of guarantee and indemnity business.vi. Managing, selling and realizing any property which may come into the possession of the company in

satisfaction or part satisfaction of any of its claims.vii. Acquiring and holding and generally dealing with any property or any right, title or interest in any such property

which may form the security or part of the security for any loans or advances or which may be connected withany such security.

viii. Undertaking and executing trusts.ix. Undertaking the administration of estates as executor, trustee or otherwise.x. Establishing and supporting or aiding in the establishment and support of associations, institutions, funds,

trusts and conveniences calculated to benefit employees or ex-employees of the company or the dependentsor connections of such persons; granting pensions and allowances and making payments towards insurance;subscribing to or guaranteeing moneys for charitable or benevolent objects or for any exhibition or for anypublic, general or useful object.

xi. The acquisition, construction, maintenance and alteration of any building or works necessary or convenient forthe purposes of the company;

xii. Selling, improving, managing, developing, exchanging, leasing, mortgaging, disposing of or turning intoaccount or otherwise dealing with all or any part of the property and rights of the company.

xiii. Acquiring and undertaking the whole or any part of the business of any person or company, when suchbusiness is of a nature enumerated or described in this sub- section.

xiv. Doing all such other things as are incidental or conducive to the promotion or advancement of the business ofthe company.

xv. Any other form of business which the Central Government may, by notification in the Official Gazette, specifyas a form of business in which it is lawful for a banking company to engage.

e. Bank’s Operations

i. Deposit Products

(a) Saving Bank Products

Normal Savings Bank

AllBank Premium SB Account

All Bank Advantage Salary Premium Account

All Bank Mahila Sanchay Account

ALL BANK – e Trading: 3-in-1 Account

Vikash SB Account


Page 17 of 79

AllBank Saral Savings Account (Basic Savings Bank Account)

AllBank Saral Savings Account(Small Account)

“Savi-fix” for SB Individual Customers

(b) Term Deposit Account, Double Deposit Plan

(c) Current Account

ii. OTHER CREDIT PRODUCTS

Cash Credit/ Overdraft/ Term Loan, Bill Finance

Akshay Krishi - Kisan Credit Card Scheme

Allahabad Bank Potato Growers Credit Card Scheme

Financing for Tractor/ Power Tiller

Scheme for Financing to Cold Storage Units

Scheme for Construction of Rural Godowns

Produce Loan to Farmers against Warehouse Receipts

Scheme for Construction of Godown under Lease Agreement with Food Corporation of India (FCI)/Central Govt. or State Govt. Agriculture Produce Procurement Corporations/Agencies

Comprehensive Guidelines On Financing To Self Help Groups (SHGs)

Restructuring of SGSY as National Rural Livelihood Mission (NRLM)- Aajeevika

Financing of Joint Liability Groups (JLGs) of Small Farmers(SF)/ Marginal Farmers (MF)/TenantFarmers/Oral Lessees and Share Croppers

Scheme for Financing Joint Liability Groups (JLGs) of Micro Entrepreneurs/Artisans/Others inRural Non-Farm Sector

Scheme for relending to Individual Borrowers(Singly Or Jointly) who have settled their DirectAgriculture Loan Dues under Compromise/ One Time Settlement Scheme(OTS)/ Legal Action

Non- Institutional Debt Swapping Scheme For Farmers and Agri Labourers

Scheme for Financing Farmers For Purchase of Land for Agricultural Purposes

Scheme For Financing Rice Shelling Units

Allahabad Bank Weavers Credit Card (WCC) Scheme.

All Bank Dream Car (Car Finance Scheme)

All Bank Aashiana (Housing Finance Scheme)

Housing Finance Scheme for NRI /PIO

Premium Housing Finance scheme for High Networth Individuals (HNIs)

HOUSING FINANCE SCHEME FOR FURNISHING And / Or REPAIRING Of EXISTING / NEW FLATS /HOUSES

Allabank New Saral Loan Scheme


Page 18 of 79

Education Loan Scheme

Allbank Rent Scheme

Personal Loan Scheme For Doctors/ Medical Practitioners

Pensioners’ Personal Loan

Loan against NSC/KVP

Allbank Property Scheme

Overdraft Facility In Saving Bank A/C

Allbank Gold Loan Scheme

AllBank Trade Scheme

Short term loans for financing of Application Money raised by local Housing Boards & DevelopmentAuthorities for Allotment of Residential Plot/ Flat/ House

Commercial Vehicle Finance Scheme

Reverse Mortgage Scheme

IPO/ FPO finance scheme

AB Home Appliances Finance Scheme

AB Credit Loyalty Benefit (ABCLB) Scheme

Skill Loan Scheme


Page 19 of 79

3. CORPORATE STRUCTURE

Mr. Shrawan Kumar SrivastavaChief General Manager

Mr. Binod KumarGeneral Manager(Credit Monitoring)

Mr. Sanjay AggarwalGeneral Manager(Recovery& Law)

Mr. Parthadeb DattaField General Manager(Central East) – Ranchi

Mr. Matam Venkata RaoGeneral Manager (Credit)

Mr. Alok TarafdarGeneral Manager

(Govt. Business, Marketting, ThirdParty Products & Publicity)

Mr. Vipul SinglaField General Manager

(West) –Mumbai

Mr. Vikas KumarField General Manager(South) – Hyderabad

Mr. A. K. SrivastavaField General Manager

(North) – New Delhi

Mr. Sudeep SanyalGeneral Manager

(FCTM Branch, Mumbai)

Mr. L V PrabhakarGeneral Manager(New Initiatives)

Mr. S. L. JainGeneral Manager

(F&A, IRM)

Mr. Sudhansu GaurGeneral Manager

(SME & Retail Lending, PSC, FI)

Mr. Prakash Chandra SharmaGeneral Manager

(Insp., RBI Insp., Investment & JV)

Mr. Imran A SiddiquiField General Manager

(East) – Kolkata

Mr. Harish Chandra SatiGeneral Manager (HR)

Mr. S.V.L.N. Nageshwar RaoGeneral Manager (CBS)

Mr. N. N. SahaField General Manager–Bhopal

Mr. Dinesh KumarField General Manager

(North Central) – Lucknow

HEAD OFFICE

BOARD OF DIRECTORS

Mr. Rakesh SethiChairman & Managing Director

Mr. N. K. SahooExecutive Director

Field General Manager Offices

Zonal Offices

Branches

Mr. S. HarisankarExecutive Director


Page 20 of 79

4. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3 AUDITEDYEARSAND NINE MONTHS ENDED 31.12.16 (UNAUDITED) (FY 2016-17)

A. STANDALONE(` in crore)

Sr.No.

Parameters FY2016-17Nine Months

ended 31.12.16(Unaudited)

FY2015-16(Audited)

FY2014-15(Audited)

FY2013-14(Audited)

1. Share Capital 743.69 613.80 571.38 544.612. Reserves & Surplus 13723.14 13450.23 12071.40 11256.123. Net worth (including revaluation reserves) 14466.83 14064.03 12642.78 11800.734. Deposits 209338.50 200644.40 193424.05 190842.815. Borrowings 12728.88 14807.04 14315.92 12130.776. Total Debt (4+5) 222067.38 215451.44 207739.97 202973.587. Advances (Net) 145950.39 152372.05 149876.84 138006.578. Investments (Net) 64262.31 55657.92 54985.07 63960.539. Net Fixed Assets 3209.70 3255.83 1405.41 1309.6910 Total Income 15199.65 20795.07 21712.13 20912.4311 Total Expenditure 12398.54 16661.17 17252.42 16892.0012 Operating Profit 2801.11 4133.90 4459.71 4020.4313 Provisions &Write-offs 3225.78 4877.21 3838.81 2848.4114 Profit After Taxation (“PAT”) (424.67) (743.31) 620.90 1172.0215 Gross NPA to Gross Advances (%) 12.51 9.76 5.46 5.7316 Net NPA to Net Advances (%) 8.65 6.76 3.99 4.1517 Capital Adequacy Ratio:

(BASEL II) (%) 10.07 10.73 10.52 10.26

(BASEL- III) (%) 10.60 11.02 10.45 9.9618 Tier I Capital Adequacy Ratio:

(BASEL- II) (%) 6.91 7.30 7.78 7.67

(BASEL- III) (%) 8.23 8.41 7.71 7.5119 Tier II Capital Adequacy Ratio:

(BASEL- II) (%) 3.16 3.43 2.74 2.59

(BASEL- III) (%) 2.37 2.61 2.74 2.4520 Return on Assets (%) 0.24 (0.33) 0.29 0.5721 Earnings Per Share (Basic & Diluted)(in `) (5.98) (12.68) 11.39 22.89

B. CONSOLIDATED

Consolidated (` in crore)Sr.No.

Parameters FY2015-16(Audited)

FY2014-15(Audited)

FY2013-14(Audited)

1. Share Capital 613.80 571.38 544.612. Reserves & Surplus 13737.62 12335.34 11496.683. Net worth (including revaluation reserves) 14351.42 12906.72 12041.294. Deposits 200624.42 193376.00 190834.905. Borrowings 14814.35 14328.50 12138.986. Total Debt (4+5) 215438.77 207704.50 202973.887. Loans &Advances (Net) 152372.05 149877.11 138007.568. Investments 56160.18 55459.16 63122.969. Net Fixed Assets 3266.42 1413.33 1316.3310. Total Income 21006.81 21891.53 21057.4811. Total Expenditure 16844.84 17394.40 17018.4712. Operating Profit 4161.97 4497.13 4039.0113. Provisions & Contingencies 4881.81 3848.14 2850.5814. Profit After Taxation (“PAT”) (719.84) 648.99 1188.4315. Gross NPA to Gross Advances (%) 9.76 5.46 5.7316. Net NPA to Net Advances (%) 6.76 3.99 4.15


Page 21 of 79

(` in crore)Sr.No.

Parameters FY2015-16(Audited)

FY2014-15(Audited)

FY2013-14(Audited)

17. Capital Adequacy Ratio :(BASEL II) (%) 10.96 10.68 10.26

(BASELIII) (%) 11.24 10.60 9.9618. Tier I Capital Adequacy Ratio :

(BASEL II) (%) 7.52 7.95 7.67

(BASEL III) (%) 8.63 7.88 7.52.19. Tier II Capital Adequacy Ratio:

(BASEL II) (%) 3.44 2.73 2.59

(BASELIII) (%) 2.61 2.72 2.4420. Return on Assets (%) (0.30) 0.29 0.5621 Earnings Per Share (Basic & Diluted) (in`) (12.28) 11.91 23.21

5. DEBT EQUITY RATIO OF THE ISSUER(` in crore)

Particulars Pre-Issue(as on December 31,

2016)

Post Issue of Bonds of`1000crore

TOTAL LONG TERM DEBT:Total Long Term Debt 4150.00 *6150.00SHAREHOLDERS’ FUNDS:Share Capital 743.69 743.69Reserve & Surplus (excluding Revaluation Reserve) 11110.89 11110.89Net Worth(excluding Revaluation Reserve) 11854.58 11854.58Gross Debt/ Equity Ratio 0.35 0.52

* Bank has raised Basel III Compliant Tier 2 Bonds aggregating to`1000 crore on 25.01.2017. Accordingly,post issue ratio has been calculated after adding the Tier 2 Bonds aggregating to `1000 crore issued on25.01.2017 and current bond issue amount of `1000 crore.

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

The funds being raised by the Issuer through present issue of Bonds are not meant for financing any particular project.The Issuer shall utilise the proceeds of the Issue for its regular business activities and other associated businessobjectives such as discharging existing debt obligations which were generally undertaken for business operations.

7. SUBSIDIARY, ASSOCIATE ANDJOINT VENTURE OF THE ISSUER

a. AllBank Finance Ltd., a wholly owned subsidiary of Allahabad Bank, engaged in Corporate AdvisoryServices, Issue Management, Loan Syndication, Debenture Trusteeship and Underwriting, posted a profit of`5.74crore during FY 15-16.

b. There is one Regional Rural Bank sponsored by the Bank i.e., Allahabad UP Gramin Bank (“AUPGB”),Banda (UP).The net profit of AUPGB was `10.53 crore during FY 15-16.

c. The Bank holds 30% equity stake in joint venture company “Universal Sompo General InsuranceCompany Limited” for general insurance business along with Indian Overseas Bank, Karnataka Bank Ltd.,Dabur Investment Ltd. and Japanese insurance major Sompo Japan Nipponkoa Insurance Inc. The net profitof Universal Sompo General Insurance Company Limited was `43.66 crore during FY 15-16.

d. The Bank holds 27.04% equity stake in Asset management company “ASREC (India) Ltd.” along with otherBanks/institutions. The net profit of ASREC (India) Ltd. was `2.59 crore during FY 15-16.


Page 22 of 79

VII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANYREORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE,(AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS

1. BRIEF HISTORY OF THE ISSUERa. Major Events/ Milestones

Year Events/ Milestones1865 The Bank was founded at the confluence city of Allahabad by a group of Europeans.1920 The Bank became a part of P & O Banking Corporation’s group with a bid price of `436 per share.1923 The Head Office of the Bank shifted to Calcutta on Business considerations.1969 Nationalized along with 13 other banks, Branches – 151, Deposits - `119 crore, Advances - `82

crore.1989 United Industrial Bank Ltd. Merged with Allahabad Bank.1991 Instituted AllBank Finance Ltd., a wholly owned subsidiary for Merchant Banking.2002 The Bank came out with Initial Public Offer (IPO), of 10 crore share of face value `10 each, reducing

Government shareholding to 71.16%.2005 Follow on Public Offer (FPO) of 10 crore equity shares of face value `10 each with a premium of

`72, reducing Government shareholding to 55.23%.2006 The Bank Transcended beyond the National Boundary, opening Representative Office at Shenzen,

China (since closed). Rolled out first Branch under CBS.

2007 The Bank opened its first overseas branch at Hong Kong. Bank’s business crossed `1,00,000crore mark.

2010 Bank crosses Business figure of `1,75,000/- crore with a growth rate of 23.06%2011 Bank has implemented CBS in all its Branches2012 Bank crosses its branch net work of 2500 branches.2013 Bank crosses bench mark business figure `3, 00,000/- crore and enters in &”Orbit of Large Banks”.2014 Bank celebrates 150 years of foundation.2015 Bank crosses its branch net work of 3000 branches.

b. The Growth Path of the Bank (` in crore)Year ended No. of Branches Paid-up Capital Deposits Advances (Gross)1865 1 0.02 0.01 0.011890 4 0.04 0.70 0.531910 15 0.20 5.53 4.661930 37 0.36 11.36 5.211950 58 0.46 27.16 14.971970 211 1.05 140.70 95.951989 1509 57.50 4,034.04 1,831.771999 1884 246.70 15,510.35 7,057.072000 1893 246.70 17642.10 8240.062001 1903 246.70 20106.02 10315.802002 1914 246.70 22665.94 11815.012003 1923 346.70 25463.38 13486.942004 1935 346.70 31476.61 16387.662005 1951 346.70 40762.08 22151.522006 1999 446.70 48499.69 30061.222007 2060 446.70 59544.66 41913.512008 2155 446.70 71616.38 50312.162009 2278 446.70 84971.79 59443.402010 2287 446.70 106055.75 72437.312011 2416 476.22 131887.16 94570.932012 2517 500.03 159593.08 112249.742013 2717 500.03 178741.60 130936.262014 2841 544.61 190842.81 140905.462015 3108 571.38 193424.05 153095.142016 3210 613.80 200644.40 157707.242016 (31.12.16) 3247 743.69 209338.50 152583.24


Page 23 of 79

2. CAPITAL STRUCTURE (AS ON 31.12.2016)(` in crore)

Particulars Amount1. SHARE CAPITAL 743.69. a. Authorized Equity Share Capital

300,00,00,000 Equity Shares of `10/- each 3,000.00. b. Issued, Subscribed & Paid-up Equity Share Capital

49,02,08,411Equity Shares of `10/- each held by Central Government 490.2125,34,81,445 Equity Shares of `10/- each held by Public & Others 253.48

2. SHARE PREMIUM ACCOUNT 3464.06

3. EQUITY SHARE CAPITAL HISTORY OF THE ISSUER FOR LAST FIVE YEARS (As on 31.12.2016)

Sl.No.

Date ofAllotment

No. ofEquity

Shares

FaceValue(in `)

IssuePrice(in `)

Nature ofconsideration(cash, otherthan cash etc)

Cumulative Share CapitalNo. ofEquityShares

EquityShareCapital(` in crore)

EquitySharePremium(`in crore)

1. 29.03.2012 23810771 10.00 192.94 Cash 500026189 500.03 1796.082. 24.12.2013 44583147 10.00 89.72 Cash 544609336 544.61 2151.503. 25.03.2015 26769282 10.00 119.54 Cash 571378618 571.37 2444.734. 30.09.2015 29181274 10.00 96.98 Cash 600559892 600.56 2698.555. 31.03.2016 13244282 10.00 43.42 Cash 613804174 613.80 2742.816. 16.05.2016 109229064 10.00 63.17 Cash 723033238 723.03 3323.587. 17.10.2016 4230226 10.00 78.01 Cash 727263464 727.26 3352.348. 24.10.2016 16426392 10.00 78.01 Cash 743689856 743.69 3464.06

Notes:a. The Bank issued and allotted 2,38,10,771 equity shares of ` 10.00 each for cash at a premium of `182.94 per share

aggregating to `459.41crore on March 29, 2012 to Life Insurance Corporation of India and its various schemes onpreferential basis. Thereafter, the paid up equity capital of the Bank increased from `476.22crore to`500.03crore.The equity holding of Life Insurance Corporation of India and its various schemes in the Bank postallotment was 12.93% and the holding of Government of India came down to 55.24% from 58.00%.

b. The Bank issued and allotted 4,45,83,147 equity shares of ` 10.00 each for cash at a premium of `79.72 per shareaggregating to `399.99 crore on December24, 2013 to Government of India on preferential basis. Thereafter, thepaid up equity capital of the Bank increased from `500.03crore to `544.61crore and the equity holding ofGovernment of India in the Bank was raised from 55.24% to 58.90%.

c. The Bank issued and allotted 2,67,69,282 equity shares of ` 10.00 each for cash at a premium of `109.54 per shareaggregating to `319.99crores on March 25, 2015 to Government of India on preferential basis. Thereafter, the paidup equity capital of the Bank increased from `544.61crore to `571.37croreand the equity holding of Government ofIndia in the Bank was raised from 58.90% to 60.83%.

d. The Bank issued and allotted 2,91,81,274 equity shares of ` 10.00 each for cash at a premium of `86.98 per shareaggregating to `282.99crore on September30, 2015 to Government of India on preferential basis. Thereafter, thepaid up equity capital of the Bank increased from `571.37crore to `600.56 crore and the equity holding ofGovernment of India in the Bank was raised from 60.83% to 62.73%.

e. The Bank issued and allotted 1,32,44,282 equity shares of ` 10.00 each for cash at a premium of `33.42 per shareaggregating to `57.51 crore on March31, 2016 to Life Insurance Corporation of India on preferential basis.Thereafter, the paid up equity capital of the Bank increased from `600.56 crore to `613.80 crore and the equityholding of Government of India in the Bank was declined from 62.73%to 61.38%.

f. The Bank issued and allotted 10,92,29,064 equity shares of ` 10.00 each for cash at a premium of `53.17 per shareaggregating to `690.00 crore on May 16, 2016 to Government of India on preferential basis. Thereafter, the paid upequity capital of the Bank increased from `613.80 crore to `723.03 crore and the equity holding of Government ofIndia in the Bank was raised from 61.38% to 67.21%.

g. The Bank issued and allotted 42,30,226 equity shares of ` 10.00 each for cash at a premium of `68.01 per shareaggregating to `33.00 crore on October 17, 2016 to Government of India on preferential basis. Thereafter, the paidup equity capital of the Bank increased from `723.03 crore to `727.26 crore and the equity holding of Governmentof India in the Bank was raised from 67.21% to 67.40%.


Page 24 of 79

h. The Bank issued and allotted 1,64,26,392 equity shares of ` 10.00 each for cash at a premium of `68.01 per shareaggregating to `128.14 crore on October 24, 2016 to Life Insurance Corporation of India on preferential basis.Thereafter, the paid up equity capital of the Bank increased from `727.26 crore to `743.69 crore and the equityholding of Government of India in the Bank has decreased from 67.40% to 65.92%.

4. CHANGES IN CAPITAL STRUCTURE OF THE ISSUER FOR LAST FIVE YEARS & UPTO 31.12.2016

Particulars of change Amount(` in crore)

Date of change (AGM/ EGM)

The Bank issued and allotted 2,38,10,771 equity shares of`10.00 each for cash at a premium of `182.94 per shareaggregating to `459.41crore on March 29, 2012 to LifeInsurance Corporation of India and its various schemes onpreferential basis. Thereafter, the paid up equity capital ofthe Bank increased from `476.22crore to `500.03crore.Theequity holding of Life Insurance Corporation of India and itsvarious schemes in the Bank post allotment was 12.93%and the holding of Government of India came down to55.24% from 58.00%.

459.41 Extraordinary General Meeting ofshareholders of Bank was held on24.03.2012 to approve the issue andallotment of 2,38,10,771 equity sharesof `10.00 each for cash at a premiumof `182.94 per share aggregating to`459.41crore to Life InsuranceCorporation of India and its variousschemes on preferential basis.

The Bank issued and allotted 4,45,83,147 equity shares of`10.00 each for cash at a premium of `79.72 per shareaggregating to `399.99crores on December24, 2013 toGovernment of India on preferential basis. Thereafter, thepaid up equity capital of the Bank increased from`500.03crore to `544.61croreand the equity holding ofGovernment of India in the Bank was raised from 55.24% to58.90%.

400.00 Extraordinary General Meeting ofshareholders of Bank was held on24.12.2013 to approve the issue andallotment of 4,45,83,147 equity sharesof ` 10.00 each for cash at a premiumof `79.72 per share aggregating to`399.99croreto Government of Indiaon preferential basis.

The Bank issued and allotted 2,67,69,282 equity shares of`10.00 each for cash at a premium of `109.54 per shareaggregating to `319.99crores on March 25, 2015 toGovernment of India on preferential basis. Thereafter, thepaid up equity capital of the Bank increased from`544.61crore to `571.37croreand the equity holding ofGovernment of India in the Bank was raised from 58.90% to60.83%.

320.00 Extraordinary General Meeting ofshareholders of Bank was held on10.03.2015 to approve the issue andallotment of 2,67,69,282 equity sharesof ` 10.00 each for cash at a premiumof `109.54 per share aggregating to`319.99croreto Government of Indiaon preferential basis.

The Bank issued and allotted 2,91,81,274 equity shares of`10.00 each for cash at a premium of `86.98 per shareaggregating to `282.99 crore on September 30, 2015 toGovernment of India on preferential basis. Thereafter, thepaid up equity capital of the Bank increased from`571.37crore to `600.55 croreand the equity holding ofGovernment of India in the Bank was raised from 60.83% to62.73%.

283.00 Extraordinary General Meeting ofshareholders of Bank was held on30.09.2015 to approve the issue andallotment of 2,91,81,274 equity sharesof ` 10.00 each for cash at a premiumof `86.98 per share aggregating to`282.99 crore to Government of Indiaon preferential basis.

The Bank issued and allotted 1,32,44,282 equity shares of`10.00 each for cash at a premium of `33.42 per shareaggregating to `57.51 crore on March 31, 2016 to LifeInsurance Corporation of India on preferential basis.Thereafter, the paid up equity capital of the Bank increasedfrom `600.56 crore to `613.80 crore and the equity holding ofGovernment of India in the Bank was declined from 62.73%to 61.38%.

57.51 Extraordinary General Meeting ofshareholders of Bank was held on30.03.2016 to approve the issue andallotment of 1,32,44,282 equity sharesof ` 10.00 each for cash at a premiumof `33.42 per share aggregating to`57.51 crore to Life InsuranceCorporation of India on preferentialbasis.


Page 25 of 79

Particulars of change Amount(` in crore)

Date of change (AGM/ EGM)

The Bank issued and allotted 10,92,29,064 equity shares of`10.00 each for cash at a premium of `53.17 per shareaggregating to `690.00 crore on May 16, 2016 toGovernment of India on preferential basis. Thereafter, thepaid up equity capital of the Bank increased from `613.80crore to `723.03 crore and the equity holding of Governmentof India in the Bank was raised from 61.38% to 67.21%.

690.00 Extraordinary General Meeting ofshareholders of Bank was held on04.05.2016 to approve the issue andallotment of 10,92,29,064 equityshares of `10.00 each for cash at apremium of `53.17 per shareaggregating to `690.00 crore toGovernment of India on preferentialbasis.

The Bank issued and allotted 42,30,226 equity shares of `10.00 each for cash at a premium of `68.01 per shareaggregating to `33.00 crore on October 17, 2016 toGovernment of India on preferential basis. Thereafter, thepaid up equity capital of the Bank increased from `723.03crore to `727.26 crore and the equity holding of Governmentof India in the Bank was raised from 67.21% to 67.40%.

33.00 Extraordinary General Meeting ofshareholders of Bank was held on28.09.2016 to approve the issue andallotment of 42,30,226 equity sharesof `10.00 each for cash at a premiumof `68.01 per share aggregating to`33.00 crore to Government of Indiaon preferential basis.

The Bank issued and allotted 1,64,26,392equity shares of `10.00 each for cash at a premium of `68.01 per shareaggregating to `128.14 crore on October 24, 2016 to LifeInsurance Corporation of India on preferential basis.Thereafter, the paid up equity capital of the Bank increasedfrom `727.26 crore to `743.69 crore and the equity holding ofGovernment of India in the Bank has decreased from 67.40%to 65.92%.

128.14 Extraordinary General Meeting ofshareholders of Bank was held on28.09.2016 to approve the issue andallotment of 1,64,26,392 equity sharesof `10.00 each for cash at a premiumof `68.01 per share aggregating to`128.14 crore to Life InsuranceCorporation of India on preferentialbasis.

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

----None---

6. DETAILS OF ANY REORGANIZATION OR RECONSTITUTION IN THELAST 1 YEAR

Type of Event Date of Announcement Date of Completion DetailsNone None None None


Page 26 of 79

7. SHAREHOLDING PATTERN OF THE ISSUER (as on 31.12.2016)

Sr. No. Category No. ofShareholders

Total No. ofShares

No. of Sharesin Dematform

TotalShareholdingas a %age ofTotal No. ofShares

A Shareholding of Promoter & Promoter Group(1) Indian

(a) Individuals/ Hindu Undivided Family 0 0.00 0.00 0.00(b) Central Government/ State

Government(s)1 490208411 490208411 65.92

(c) Bodies Corporate 0 0.00 0.00 0.00(d) Financial Institutions/ Banks 0 0.00 0.00 0.00

Sub-Total (A)(1) 1 490208411 490208411 65.92(2) Foreign

(a) Individuals (Non- Resident Individuals/Foreign Individuals)

0 0.00 0.00 0.00

(b) Bodies Corporate 0 0.00 0.00 0.00

(c) Institutions 0 0.00 0.00 0.00

Sub-Total (A)(2) 0 0.00 0.00 0.00Total Shareholding of Promoter andPromoter Group (A) = (A)(1)+(A)(2)

1 490208411 490208411 65.92

B Public Shareholding(1) Institutions

(a) Mutual Funds/ UTI 16 28789068 28789068 3.87(b) Financial Institutions/ Banks 10 847004 847004 0.11(c) Insurance Companies 17 108869077 108869077 14.64(d) FPIs and FIIs 88 28332526 28332526 3.81

Sub-Total (B)(1) 131 166837675 166837675 22.43(2) Non-Institutions

(a) Individuals(i) Individual shareholders holding nominal

share capital up to `2 lakh 216175 67867889 53051115 9.13

(ii) Individual shareholders holding nominalshare capital in excess of `2 lakh 98 8089045 8018145 1.09

(b) Others(i) Non Resident Indians 1232 1206789 1167289 0.16(ii) Trusts/HUF 16 184925 184925 0.02(iii) Bodies Corporate 1219 8540378 8425978 1.15(iv) Clearing Members/Corp. 196 754744 754744 0.10

Sub-Total(B)(2) 218936 86643770 71602196 11.65Total Public Shareholding(B)= (B)(1)+(B)(2) 219067 253481445 238439871 34.08

TOTAL (A)+(B) 219068 743689856 728648282 100.00C Shares held by Custodians and against

which Depository Receipts have beenissued

0 0.00 0.00 0.00

GRAND TOTAL (A)+(B)+(C) 219068 743689856 728648282 100.00


Page 27 of 79

8. TOP 10 EQUITY SHARE HOLDERS OF THE ISSUER (as on 31.12.2016)

Sr.No.

Name of Shareholder Total No. ofEquityShares held

No. of EquityShares held inDemat form

TotalShareholding as a%age of Total No.of Equity Shares

1. President of India 490208411 490208411 65.922. Life Insurance Corporation of India various A/cs

(13 A/cs)105372997 105372997 14.17

3. HDFC Trustee Company Ltd - A/cs (9 A/cs) 27918617 27918617 3.754. Government Pension Fund Global 3290418 3290418 0.445. The Hartford International Value Fund 2135034 2135034 0.296. Emerging Markets Core Equity Portfolio (The

Portfolio) of DF2104339 2104339 0.28

7. Swiss Finance Corporation (Mauritius) Limited 1494000 1494000 0.208. Vanguard Total International Stock Index Fund 1398237 1398237 0.199. Goldman Sachs (Singapore) PTE 1396933 1396933 0.1910. PIMCO Equity Series PIMCO RAE Fundamental

Emerging Markets Fund1321580 1321580 0.18

TOTAL 636640566 636640566 85.61

9. PROMOTER HOLDING IN THE ISSUER (as on 31.12.2016)

Sr.No.

Name ofShareholder

Total No. ofEquityShares held

No. of EquityShares heldin Dematform

Totalshareholding as a%age of Total No.of Equity Shares

No. ofEquitySharesPledged

% of EquityShares pledgedwith respect toshares owned

1. President of Indiaacting throughMinistry of Finance,Government of India

490208411 490208411 65.92 Nil Not Applicable

10. BORROWINGS OF THE ISSUER (as on 31.12.2016)

a. Secured Loan FacilitiesLender’s Name Type of

FacilityAmount sanctioned(` in crore)

Principal AmountOutstanding(` in crore)

RepaymentDate/ Schedule

Security

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

b. Unsecured Loan Facilities (as on 31.12.2016)

Lender’s Name Type of Facility AmountSanctioned(` in crore)

Principal AmountOutstanding(` in crore)

Repayment Date/Schedule

Reserve Bank of India Export CreditRefinance

Nil Nil N/A

Other Banks Tier I Bonds (IPDI)

Tier II Bonds

114.00

122.30

114.00

122.30

Perpetual

Between 25.09.2017 to20.01.2025

Other Institutions andAgencies

Tier I Bonds (IPDI)

Tier II Bonds

CBLO

Refinance –NABARDSIDBI/IDBIOthers

186.00

3727.70

Nil

Nil0.01

713.15

186.00

3727.70

Nil

Nil0.01

713.15

Perpetual

Between 25.09.2017 to20.12.2025

Borrowing Outside India Loan 7865.72 7865.72 Between 03.01.2017 to13.12.2021

Total 12728.88 12728.88


Page 28 of 79

c. Deposits (as on 31.12.2016)(` in crore)

Sr. No. Particulars AmountA. Demand Deposits

(i) From Banks 290.20(ii) From Others 11821.19

Total (Demand Deposits) (A) 12111.39B. Saving Banks Deposits 79321.99C. Term Deposits

(i) From Banks 1578.68(ii) From Others 116326.44

Total (Term Deposits) © 117905.12Total Deposits (A+B+C) 209338.50

d. Capital Status Bonds (as on 31.12.2016)

BondSeries

Tenure(inmonths)

CouponRate(% p.a.)

Amount(` incrore)

Date ofAllotment

Repayment Date

Credit Rating(current)

Secured/Unsecured

1. Lower Tier 2 BondsSeries VII 120 10.00 500.00 25.09.2007 25.09.2017 AA / Negative by CARE &

AA-/ Negative by CRISILUnsecured

Series VIII 120 9.23 400.00 26.03.2009 26.03.2019 AA/ Negative by CARE &AA-/ Negative by CRISIL

Unsecured

Series IX 120 8.45 450.00 04.08.2009 04.08.2019 AA/ Negative by CARE &AA-/ Negative by CRISIL

Unsecured

Total –Lower Tier 2 Bonds 1350.002. Upper Tier 2 BondsSeries I 180 9.28 * 500.00 19.03.2009 19.03.2024 AA- / Negative by CARE &

A+/ Negative by CRISILUnsecured

Series II 180 8.58 * 500.00 18.12.2009 18.12.2024 AA- / Negative by CARE &A+/ Negative by CRISIL

Unsecured

Total- Upper Tier 2 Bonds 1000.003. Innovative Perpetual Debt InstrumentsSeries I Perpetual 9.20 ** 150.00 30.03.2009 Perpetual AA- / Negative by CARE &

A+/ Negative by CRISILUnsecured

Series II Perpetual 9.08 ** 150.00 18.12.2009 Perpetual AA- / Negative by CARE &A+/ Negative by CRISIL

Unsecured

Total- Innovative Perpetual DebtInstruments

300.00

4. Basel III Compliant Tier 2 Debt InstrumentsSeries I 120 8.78 500.00 20.01.2015 20.01.2025 AA-/ Negative by CRISIL

&AA (Outlook Negative) byBrickwork#

Unsecured

Series II 120 8.64 1000.00 21.12.2015 20.12.2025 AA-/ Negative by CRISIL&AA (Outlook Negative) byBrickwork#

Unsecured

Total- Basel III Compliant Tier 2 DebtInstruments

1500.00

* The Bank reserves the “Call Option” to redeem the bonds at par at the end of 10 th year from the Deemed Date ofAllotment or else pay stepped up coupon rate by 50 basis points for the remaining period of the bonds.

** The Bonds shall have a step-up option which shall be exercised only once during the whole life of the instrument, inconjunction with the Call Option, after the lapse of 10 years from the date of issue. The step up shall be 50 bps. Ineffect, the coupon rate of Bonds shall be stepped up by 50 bps for subsequent years if call option is not exercised bythe bank at the end of 10th year from the Deemed Date of Allotment.

# Brickwork Ratings India Pvt. Ltd. has revised the outlook of the ratings from Negative to Stable on 08.02.2017.


Page 29 of 79

11. TOP 10 BONDHOLDERS*(as on 31.12.2016)(` in crore)

Sr. No. Name of bondholder Total face value amount of bonds held1. CBT EPF-11-C-DM 625.002. CBT EPF-05-C-DM 560.903. LIFE INSURANCE CORPORATION OF INDIA P & GS

FUND 500.004. THE STATE BANK OF INDIA EMPLOYEES PROVIDENT

FUND350.00

5. CBT EPF-05-D-DM 298.906. CBT EPF-05-B-DM 276.007. CBT EPF-05-A-DM 200.008. COAL MINES PROVIDENT FUND ORGANISATION 134.509. CBT-EPF-05-E-DM 100.0010. OIL AND NATURAL GAS CORPORATION LIMITED

EMPLOYEES CONTRIBUTORY PROVIDENT FUND70.00

Total 3115.30

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

12. AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF VARIOUSCOUNTER PARTIES INCLUDING ITS SUBSIDIARIES, JOINT VENTURE ENTITIES, GROUP COMPANIESETC.

The Issuer is a Public Sector Bank and issues Bank Guarantees in its normal course of Banking Business, However,the Bank has not issued any corporate guarantee in favour of its subsidiaries, joint venture entities, group companiesetc.

13. CERTIFICATE OF DEPOSITS ISSUED BY THE ISSUER (As on 31.12.2016)

Sl.No.

Maturity Date Total face value amount of Certificate of Deposits outstanding(` in crore)

NIL

14. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY CONVERTIBLEBONDS (“FCCBs”), OPTIONALLY CONVERTIBLE BONDS/ DEBENTURES/ PREFERENCE SHARES)

(As on 31.12.2016)The Issuer has not issued any hybrid debt like Foreign Currency Convertible Bonds (“FCCBs”), Optionally ConvertibleBonds/ Debentures (“OCBs”)/ Preference Shares etc.


Page 30 of 79

15. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES, DEFAULT(S) AND/OR DELAY(S) INPAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES ANDOTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE ISSUER,IN THE PAST FIVE YEARS

a. The main constituents of the Issuer’s borrowings are generally in the form of deposits, loans from ReserveBank of India, other banks and institutions, bonds, certificate of deposits etc.

b. The Issuer has been servicing all its principal and interest liabilities on time and there has been no instance ofdelay or default since inception.

c. The Issuer has neither defaulted in repayment/ redemption of any of its borrowings nor affected any kind of rollover against any of its borrowings in the past.

d. The Issuer has not defaulted in any of its payment obligations arising out of any corporate guarantee issued byit to any counterparty including its subsidiaries, joint venture entities, group companies etc in the past.

16. OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THANCASH, WHETHER IN WHOLE OR PART, AT A PREMIUM OR DISCOUNT, OR IN PURSUANCE OF ANOPTION

The Issuer confirms that other than and to the extent mentioned elsewhere in this Private Placement Offer Letter, ithas not issued any debt securities or agreed to issue any debt securities or availed any borrowings for a considerationother than cash, whether in whole or in part, at a premium or discount or in pursuance of an option since inception.


Page 31 of 79

17. AUDITED FINANCIAL INFORMATION OF THE ISSUER

A. STANDALONE

a. Statement of Profit & Loss(` in crore)

Sl.No.

Parameters FY FY FY2015-16 2014-15 2013-14

I Incomea. Interest Earned 18884.94 19716.12 18746.68b. Other Income 1910.13 1996.01 2165.75

Total Income 20795.07 21712.13 20912.43II EXPENDITURE

a. Interest Expended 12986.45 13538.24 13435.36b. Operating Expenses 3674.72 3714.18 3456.64c. Provisions and Contingencies 4877.21 3838.81 2848.41

Total Expenditure 21538.38 21091.23 19740.41III PROFIT FOR THE YEAR (743.31) 620.90 1172.02

Profit brought forward 383.23 363.02 229.31Total (360.08) 983.92 1401.33

IV APPROPRIATIONSTransfer to Statutory Reserves Nil 156.00 294.00Transfer to Revenue Reserves Nil 49.50 320.74Transfer to Capital Reserve - Others Nil 25.10 3.28Transfer to Special Reserve (in terms of Sec 36(I)(viii) of I.T.Act, 1961)

Nil 258.00 261.00

Transfer to / from IRS Reserve Nil Nil NilProposed Dividend Nil 93.13 136.15Tax on Dividends Nil 18.96 23.14Balance carried to Balance Sheet (360.08) 383.23 363.02Total (360.08) 983.92 1401.33Earnings Per Share (Basic & Diluted) (in`) (12.68) 11.39 22.89

b. Balance Sheet(` in crore)

Sl.No.

Parameters As on As on As on31-03-2016 31-03-2015 31-03-2014

I CAPITAL & LIABILITIESa. Capital 613.80 571.38 544.61b. Reserves & Surplus 13450.23 12071.40 11256.12

Share Application Money pending Allotment 690.00 Nil Nilc. Deposits 200644.40 193424.05 190842.81d. Borrowings 14807.04 14315.92 12130.77e. Other Liabilities and Provisions 5622.91 6713.73 5659.97

Total 235828.38 227096.48 220434.28II ASSETS

a. Cash & Balances with Reserve Bank of India 9471.14 9660.22 8834.45b. Balances with Banks and Money at Call & Short Notice 10385.02 7473.45 5460.66c. Investments (Net) 55657.92 54985.07 62707.25d. Advances (Net) 152372.05 149876.84 138006.57e. Fixed Assets (Net) 3255.83 1405.41 1309.69f. Other Assets 4686.42 3695.49 4115.66

Total 235828.38 227096.48 220434.28Contingent Liabilities 156069.52 109865.29 73357.45Bills for Collection 12397.75 9221.44 11805.17


Page 32 of 79

c. Cash Flow Statement(` in crore)


A Cash flow from operatingactivities

1,866.33 2,553.45 1,646.73

B Cash flow from investingactivities

(164.26) (194.95) (139.96)

C Cash flow from financingactivities

1,020.41 480.07 (282.40)

Net Change in cash and cashequivalents

2,722.48 2,838.57 1,224.37

D Cash and cash equivalents atthe beginning of the year

17,133.67 14,295.10 13,070.74

E Cash and cash at the end ofthe year(A+B+C+D)

19,856.15 17,133.67 14,295.10


Net Profit before Taxes (1,119.29) 1,603.05 1,636.53Adjustment for:Depreciation 116.32 99.36 81.82(Profit)/Loss on sale of FixedAssets (Net)

(0.08) (0.13) (0.03)

Provision for Bad & DoubtfulDebts including floating

5,973.05 2,004.29 2,030.81

Provision for Standard Assets 51.48 395.43 68.78Depreciation on Investments 86.37 (89.57) 137.67Other Provisions (Net) (857.71) 546.51 146.64Other income : Dep onrevaluated property

(3.44) (3.06) (3.87)

Interest on IPDI & SubordinateBonds

398.00 339.93 331.39

4,644.70 4,895.82 4,429.75Less: Direct Taxes Paid (685.00) 3,959.70 (871.00) 4,024.82 (438.00) 3,991.75

Changes in Operating Assets &LiabilitiesIncrease/ (Decrease) in Deposit 7,220.35 2,581.24 12,101.21Increase/ (Decrease) inBorrowings

(8.88) 1,685.15 2,033.18

(Increase)/ Decrease inInvestments

(759.22) 7,811.76 (4885.22)

(Increase)/ Decrease inAdvances

(7,865.76) (14,184.66) (10,708.23)

Increase/ (Decrease) in OtherLiabilities

(399.02) (672.32) 161.34

(Increase) / Decrease in OtherAssets

(280.84) 1,307.47 (1047.31)

Net cash from operatingactivities

1,866.33 2,553.45 1,646.73

B Cash flow from investingactivities(Increase)/ Decrease in FixedAssets

(164.26) (194.95) (139.96)

Net cash from investingactivities

(164.26) (194.95) (139.96)


Page 33 of 79


C Cash flow from financingactivitiesDividend paid during the year (93.13) - (300.02)Tax Paid on dividend (18.96) - (50.99)Interest on Subordinate bonds (398.00) (339.93) (331.39)Issue of Subordinated Debt(Bonds)

1,000.00 500.00 -

Redemption of SubordinatedDebt (Bonds)

(500.00) - -

Share Capital 42.43 26.77 44.58Share Premium 298.08 293.23 355.42Fund infused/(refund) by/to GOIfor allotment of Capital

690.00 - -

Net cash from financingactivities

1,020.41 480.07 (282.40)

D Cash and cash at thebeginning of the yearCash in hand (including foreigncurrency notes & gold)

594.29 539.23 524.12

Balances with Reserve Bank ofIndia

9,065.93 8,295.21 7,284.10

Balances with Banks and Moneyat Call and Short Notice

7,473.45 5,460.66 5,262.51

17,133.67 14,295.10 13,070.74E Cash and cash at the end of

the yearCash in hand (including foreigncurrency notes & gold)

613.71 594.29 539.23


8,857.43 9,065.93 8,295.21

Balances with Banks and Moneyat Call and Short Notice

10,385.02 7,473.45 5,460.66

19,856.15 17,133.67 14,295.10

d. Auditors’ Qualifications

Financial Year Auditors’ Qualifications2015-16 Nil2014-15 Nil2013-14 Nil


Page 34 of 79

B. CONSOLIDATED

a. Statement of Profit & Loss(` in crore)

Sr.No.


I Incomea. Interest Earned 18914.80 19749.06 18775.60b. Other Income 2092.01 2142.47 2281.88

Total Income 21006.81 21891.53 21057.48II EXPENDITURE

a. Interest Expended 12985.08 13537.38 13434.56b. Operating Expenses 3859.76 3857.02 3583.91c. Provisions and Contingencies 4881.81 3848.14 2850.58

Total Expenditure 21726.65 21242.54 19869.05III PROFIT FOR THE YEAR (719.84) 648.99 1188.43

Profit brought forward 562.17 519.93 373.33Total (157.67) 1168.92 1561.76

IV APPROPRIATIONSTransfer to Statutory Reserves 0.92 160.47 294.00Transfer to Revenue Reserves Nil 49.50 320.74Transfer to Capital Reserve - Others Nil 25.10 3.28Transfer to Special Reserve (in terms of Sec 36(I)(viii) of I.T.Act 1961)

Nil258.00 261.00

Transfer to / from IRS Reserve Nil Nil NilProposed Dividend Nil 94.43 137.48Tax on Dividends Nil 19.25 23.36Balance carried to Balance Sheet (158.59) 562.17 521.90Total (157.67) 1168.92 1561.76Earnings Per Share (Basic & Diluted) (in `) (12.28) 11.91 23.21

b. Balance Sheet(` in crore)

Sr.No.

Parameters As on As on As on31-03-2016 31-03-2015 31-03-2014

I CAPITAL & LIABILITIESa. Capital 613.80 571.38 544.61b. Reserves & Surplus 13737.62 12335.34 11496.68

Share Application Money pending Allotment 690.00 Nil Nilc. Deposits 200624.42 193376.00 190834.90d. Borrowings 14814.35 14328.50 12138.98e. Other Liabilities and Provisions 5980.04 7068.44 5936.77

Total 236460.23 227679.66 220951.94II ASSETS

a. Cash & Balances with Reserve Bank of India 9471.23 9660.29 8834.52b. Balances with Banks and Money at Call & Short Notice 10407.46 7481.08 5481.08c. Investments 56160.18 55459.16 63122.96d. Advances 152372.05 149877.11 138007.56e. Fixed Assets 3266.42 1413.33 1316.33f. Other Assets 4782.89 3788.69 4189.49

Total 236460.23 227679.66 220951.94


Page 35 of 79

c. Cash Flow Statement(` in crore)



1,887.56 2,543.68 1,655.02

B Cash flow from investingactivities

(169.06) (197.98) (142.51)

C Cash flow from financingactivities

1,018.82 480.07 (283.95)

Net Change in cash and cashequivalents

2,737.32 2,825.77 1,228.56

D Cash and cash equivalents atthe beginning of the year

17,141.37 14,315.60 13,087.06

E Cash and cash at the end ofthe year(A+B+C+D)

19,878.69 17,141.37 14,315.62


Net Profit before Taxes (1,093.22) 1,639.95 1,652.94Adjustment for:Depreciation 118.41 101.10 84.05(Profit)/Loss on sale of FixedAssets (Net)

(0.04) (0.13) (0.03)

Provision for Bad & DoubtfulDebts including floating

5,973.08 2,004.30 2,030.81

Provision for Standard Assets 51.48 395.43 68.78Depreciation on Investments 88.38 (89.08) 137.67Other Provisions (Net) (857.75) 546.52 146.64Other income : Dep onrevaluated property

(3.44) (3.06) (3.87)

Interest on IPDI & SubordinateBonds

398.00 339.93 331.39

4,674.90 4,934.96 4,448.39Less: Direct Taxes Paid (690.53) 3,984.37 (871.29) 4,063.67 (443.53) 4,004.85

Changes in Operating Assets &LiabilitiesIncrease/ (Decrease) in Deposit 7,248.42 2,541.10 12,100.96Increase/ (Decrease) inBorrowings

(14.15) 1,689.52 2,034.63

(Increase)/ Decrease inInvestments

(789.40) 7,749.78 (4928.56)

(Increase)/ Decrease inAdvances

(7,865.52) (14,183.95) (10,388.09)

Increase/ (Decrease) in OtherLiabilities

(397.57) (604.82) (105.54)

(Increase) / Decrease in OtherAssets

(278.59) 1,288.38 (1063.23)

Net cash from operatingactivities

1,887.56 2,543.68 1,655.02

B Cash flow from investingactivities(Increase)/ Decrease in FixedAssets

(169.06) (197.98) (142.51)

Net cash from investingactivities

(169.06) (197.98) (142.51)


Page 36 of 79


C Cash flow from financingactivitiesDividend paid during the yearincluding Tax Paid on dividend

(113.68) Nil (352.55)

Interest on Subordinate bonds (398.00) (339.93) (331.39)Issue of Subordinated Debt(Bonds)

1,000.00 500.00 Nil

Redemption of SubordinatedDebt (Bonds)

(500.00) Nil Nil

Share Capital 42.42 26.77 44.58Share Premium 298.08 293.23 355.41Fund infused/(refund) by/to GOIfor allotment of Capital

690.00 Nil Nil

Net cash from financingactivities

1,018.82 480.07 (283.95)

D Cash and cash at thebeginning of the yearCash in hand (including foreigncurrency notes & gold)

594.36 539.31 524.19


9,065.93 8,295.21 7,284.10

Balances with Banks andMoney at Call and Short Notice

7,481.08 5,481.08 5,278.77

17,141.37 14,315.60 13,087.06

E Cash and cash at the end ofthe yearCash in hand (including foreigncurrency notes & gold)

613.80 594.36 539.32


8,857.43 9,065.93 8,295.22

Balances with Banks andMoney at Call and Short Notice

10,407.46 7,481.08 5,481.08

19,878.69 17,141.37 14,315.62

d. Auditors’ Qualifications

Financial Year Auditors’ Qualifications2015-16 Nil2014-15 Nil2013-14 Nil


Page 37 of 79

18. LATEST LIMITED REVIEW QTRLY AND HALF YEARLY STANDALONE FINANCIAL INFORMATION OFTHE ISSUER

(` in Lakh)

Sl.No. Particulars

Quarter Ended Nine Months Ended Year Ended31.12.2016 30.09.2016 31.12.2015 31.12.2016 31.12.2015 31.03.2016

Reviewed Reviewed Reviewed Reviewed Reviewed Audited1 Interest Earned (a) + (b) + (c) +(d) 429526 442246 461853 1328821 1438829 1888494

(a) Interest/Discount on Advances/bills 306029 330313 352884 974280 1112632 1448639(b) Income on Investments 102465 97396 98093 306259 297376 398961

(c) Interest on Balances with Reserve Bank ofIndia and other interbank funds 15623 10316 7768 35486 19122 28494

(d) Others 5409 4221 3108 12796 9699 124002 Other Income 72987 62915 41166 191144 135540 191013A TOTAL INCOME (1)+(2) 502513 505161 503019 1519965 1574369 20795073 Interest Expended 311195 307303 320231 936227 976350 12986454 Operating Expenses (e) + (f) 104984 100825 96750 303627 271954 367472

(e) Employees Cost 59664 58086 57211 174835 161633 213088

(f)

Other operating expenses ( All itemsexceeding 10% of the total expenditureexcluding interest expenditure have beenshown separately)

45320 42739 39539 128792 110321 154384

B Total Expenditure (3) + (4) excludingProvisions and Contingencies 416179 408128 416981 1239854 1248304 1666117

C Operating Profit (A - B) (profit beforeProvisions & Contingencies) 86334 97033 86038 280111 326065 413390

D Provisions ( other than tax) andContingencies 89613 81440 120815 304131 276604 525319

of which provisions for Non-performingAssets 79582 69208 159357 306249 299331 597305

E Exceptional Items 0 0.00 0.00 0.00 0.00 0.00F Provision for Taxes (10805) 9090 13837 18447 65679 (37598)

G Net Profit (+)/Loss(-) from OrdinaryActivities (C-D-E-F) 7526 6503 (48614) (42467) (16218) (74331)

H Extraordinary Items (net of tax expenses) 0.00 0.00 0.00 0.00 0.00 0.00

I Net Profit(+)/Loss(-) for the period(G-H) 7526 6503 (48614) (42467) (16218) (74331)

5 Paid-up equity share capital (Face Value@ `10 per Share) 74369 72303 60056 74369 60056 61380

6Reserves excluding RevaluationReserves (As per balance sheet ofprevious accounting year)

1080220 1080220 1122234 1080220 1122234 1080220

7 Analytical Ratios

(i) Percentage of shares held by Governmentof India 65.92 67.21 62.73 65.92 62.73 61.38

(ii)Capital Adequacy Ratio ( % ) 10.60 10.49 10.38 10.60 10.38 11.02(a) CET 1 Ratio (% ) 8.12 7.98 7.27 8.12 7.27 8.30(b) Additional Tier 1 Ratio (% ) 0.11 0.11 0.13 0.11 0.13 0.11

(iii) Earning per share (EPS) 1.02 0.90 (8.09) (5.98) (2.79) (12.68)

(iv)

a) Amount of Gross Non-Performing Asset1909189 1909453 980210 1909189 980210 1538457

b) Amount of Net Non-Performing Assets 1262112 1280045 630754 1262112 630754 1029251c) % of Gross NPAs 12.51 12.28 6.40 12.51 6.40 9.76


Page 38 of 79

d) % Net NPAs 8.65 8.59 4.23 8.65 4.23 6.76(v) Return on Assets (Annualized) 0.13 0.11 (0.88) (0.24) (0.10) (0.33)

Items of other operating Expenses Exceeded 10% of total expenditure excluding interest Expenditure

Rent, Taxes & Lighting 12492 11803 11531 35699 32262 44594

19. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE

The Issuer hereby confirms that there has been no material event, development or change having implications on thefinancials/ credit quality of the Issuer (e.g. any material regulatory proceedings against the Issuer/ promoters of theIssuer, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which mayaffect the Issue or the investor’s decision to invest/ continue to invest in the debt securities of the Issuer.


Page 39 of 79

VIII. SUMMARY TERM SHEETSecurity Name 11.15 % Allahabad Bank Basel III AT 1Perpetual Bonds Series IIssuer Allahabad Bank (the “Bank”/ the “Issuer”)Issue Size `200 crore with a green shoe option of `800 crore (Aggregating to not exceeding `1000

Crore)Option to retainoversubscription

Nil

Objects of the Issue Augmenting Additional Tier 1 Capital (As the term is defined in Basel III guidelines) andoverall capital of the Bank for strengthening its capital adequacy and for enhancing its long-term resources.The Funds being raised by the bank through present issue are not meant for financing anyparticular project. The Bank shall utilize the proceeds of the issue for its regular businessactivities.The Bank undertakes that the proceeds of the issue shall not be used for any purpose whichmay be in contravention of the regulation/ guidelines / norms issued by RBI/SEBI/StockExchanges.

Instrument Unsecured, Non-Convertible, Subordinated, Fully Paid-up Basel III compliant PerpetualBonds in the nature of Debentures eligible for inclusion in Additional Tier 1 Capital (the“Bonds”)

Nature and Status ofBonds and Seniorityof Claim

Unsecured Additional Tier 1 Bonds (as the term is defined in the Basel III Guidelines underpertinent RBI Circular, to the extent applicable.)Claims of the investors in this instrumentshall be:(i) superior to the claims of investors in equity shares and perpetual non-cumulative

preference shares of the Issuer, if any;(ii) subordinate to the claims of all depositors and general creditors and subordinated debt

of the Issuer other than subordinated debt qualifying as Additional Tier1 Capital (as theterm is defined in the Basel III Guidelines) of the Issuer;

(iii) pari-passu without preference amongst themselves and other debt instrumentsclassifying as Additional Tier 1 Capital in terms of Basel III Guidelines;

(iv) to the extent permitted by the Basel III Guidelines, pari-passu with any subordinatedobligation eligible for inclusion in hybrid Tier 1 capital under the then prevailing Basel IIguidelines; and

v) Neither secured nor covered by a guarantee of the Issuer nor related entity or otherarrangement that legally or economically enhances the seniority of the claim vis-à-visbank creditors.

Issuance In dematerialized form onlyConvertibility Non-ConvertibleTrading Mode In dematerialized form onlyCredit Rating “IND A; Outlook Stable from India Ratings and Research Private Limited and BWR A

(Outlook: Stable) from Brickwork Ratings India Private LimitedMode of Issue Private PlacementSecurity UnsecuredFace Value `10,00,000/- (Rupees Ten Lakh) per BondPremium on Issue NilDiscount on Issue NilIssue Price At par (`10,00,000/- (Rupees Ten Lakh)per Bond)Premium onRedemption

Nil

Discount onRedemption

Nil

Redemption Price At par [`10,00,000/- (Rupees Ten Lakh)per Bond]Tenor PerpetualLock-in-Period Not ApplicableIssue opening date* March 17, 2017Issue Closing date* March 17, 2017Pay-in date* March 17, 2017Deemed date ofallotment*

March 17, 2017

Minimum Application 100 (one hundred) Bonds and in multiples of 1 (one) Bond thereafterPut Option NonePut Option Price Not applicable


Page 40 of 79

Put Option Date Not applicablePut Notification Time Not applicableCall Option i) Issuer Call The issuer, with prior approval of RBI may at its sole discretion,

having notified the Trustee not less than 21 calendar days prior tothe date of exercise of such issuer call (Which notice shall specifythe date fixed for exercise of the issuer Call (The “Issuer calldate”), may exercise a call option on the outstanding Bonds.

The Issuer Call, which is discretionary, may or may not beexercised on the fifth anniversary from the Deemed date ofallotment i.e. the fifth Coupon Payment Date or on any CouponPayment Date thereafter.

Further as per RBI guidelines, Bank must not exercise call optionunless; the instrument should be replaced with capital of the sameor better quality and the replacement of this capital is done atconditions which are sustainable for the income capacity of theissuer. Here, replacement of the capital can be concurrent with butnot after the instrument is called.

OR

(i) The Issuer demonstrates that its capital position is well abovethe minimum capital requirements after the call option isexercised.

(ii) Here, minimum refers to Common Equity Tier 1 of 8% RWAs(Including capital conservation buffer of 2.5% of RWAs) andTotal Capital of 11.5% of RWAs including any additionalcapital requirement identified under Pillar 2.

ii) Tax Call or Variation If a Tax Event (As described below) has occurred and continuing,then the issuer may, having notified the Trustee not less than 21calendar days prior to the date of exercise of such Tax Call orVariation (Which notice shall specify the date fixed for exercise ofthe Tax Call or Variation “Tax Call Date”), may exercise a call onthe Bonds or substitute the Bonds or vary the terms of the Bondsso that the Bonds have better classification.

A Tax event has occurred if, as a result of any change in, oramendment to, the laws affecting taxation or regulations or rulingspromulgated thereunder in India or any change in the officialapplication of such laws, regulations or rulings; the Issuer will nolonger be entitled to claim a deduction in respect of computing itstaxation liabilities with respect to coupon on Bonds.

The exercise of Tax Call by the Issuer is subject to requirementsset out in the applicable RBI Guidelines (as defined below). RBIwill permit the Issuer to exercise the Tax Call only if the RBI isconvinced that the issuer was not in a position to anticipate theTax Event at the time of issuance of the Bonds.

iii) Regulatory Call orVariation

If a Regulatory Event (As described below) has occurred andcontinuing, then the issuer may, having notified the Trustee notless than 21 calendar days prior to the date of exercise of suchRegulatory Call or Variation (Which notice shall specify the datefixed for exercise of the Regulatory Call or Variation “RegulatoryCall Date”), may exercise a call on the Bonds and replace with theinstrument with better regulatory classification or lower couponwith same regulatory classification with prior approval of RBI orsubstitute the Bonds or vary the terms of the Bonds so that theBonds have better classification.

A Regulatory event is deemed to have occurred if there is adowngrade of the Bonds in regulatory classification e.g. Bonds areexcluded from the regulatory Tier 1 Capital of the Issuer.The exercise of Regulatory Call by the Issuer is subject to


Page 41 of 79

requirements set out in the applicable RBI Guidelines (as definedbelow). RBI will permit the Issuer to exercise the Regulatory Callonly if the RBI is convinced that the issuer was not in a position toanticipate the Regulatory Event at the time of issuance of theBonds.

Call Option Price `1000000/- (Rupees Ten Lakh ) per BondCall Notification Time 22 calendar days prior to the date of exercise of call.Repurchase/Buyback/Redemption

Principal of the instruments may be repaid (e.g. through repurchase or redemption) only withprior approval of RBI and banks should not assume or create market expectations thatsupervisory approval will be given ( this repurchase / buy-back /redemption of the principal isin a situation other than in the event of exercise of call option by the bank. One of the majordifferences is that in the case of the former, the option to offer the instrument for repaymenton announcement of the decision to repurchase / buy-back /redeem the instrument, would liewith the investors whereas, in case of the latter, it lies with the bank).

Bank may repurchase/ buyback/ redeem the Bond only if it replaces the bond with capital ofthe same or better quality and the replacement of this capital is done at conditions which aresustainable for the income capacity of the bank; or

The bank demonstrates that its capital position is well above the minimum capitalrequirements after repurchase/buyback or redemption.

Redemption Date Not applicableCoupon Rate 11.15 % per annumStep Up/ Step DownCoupon Rate

Nil

Coupon PaymentFrequency

Annual(Subject to RBI Regulations)

Coupon Type FixedCoupon Reset Not applicableCoupon PaymentDates

Annually on the anniversary of deemed date of allotment subject to RBI Regulations andeffect of holidays.

Day Count Basis(Calculation ofInterest)

Actual/ ActualInterest shall be computed on an “actual/actual basis”. Where the interest period (start dateto end date) includes February 29, interest shall be computed on 366 days-a-year basis.

Coupon Discretion i. The Issuer shall have full discretion at all times to cancel coupon distribution/payment.ii. The Issuer shall have full access to cancelled payments to meet obligations as they fall

due.iii. Cancellation of discretionary payments shall not be an event of default.iv. Cancellation of distributions/payments shall not impose restrictions on the bank except

in relation to distributions to common stakeholders.v. Further, the Coupon will be paid out of distributable items. In this context, coupon may

be paid out of current year’s profits. However, if current year’s profits are not sufficient,coupon may be paid subject to availability of (A) Profits brought forward from previousyears, and/or (B) Reserves representing appropriation of net profits, including statutoryreserves and excluding share premium, revaluation reserve, foreign currency translationreserve, investment reserve and reserves created on amalgamation.The accumulated losses and deferred revenue expenditure, if any, shall be netted offfrom (A) and (B) to arrive at the available balances for payment of coupon.If the aggregate of: (a) profits in the current year; (b) profits brought forward from theprevious years and (c) permissible reserves as at (B) above, excluding statutoryreserves, net of accumulated losses and deferred revenue expenditure are less than theamount of coupon, only then bank shall make appropriation from statutory reserves. Insuch cases, banks are required to report to the Reserve Bank within twenty one daysfrom the date of such appropriation in compliance with section 17(2) of the BankingRegulation Act, 1949.

vi. However, payment of coupons from the reserves is subject to the Issuing Bank meetingminimum regulatory requirements for CET1, Tier 1 and total capital ratios (Each asdefined and calculated in accordance with the Basel III Guidelines) including theadditional capital requirements for Domestic Systematically Important Banks at all timesand subject to the restrictions under the capital buffer frameworks(i.e. capital


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conservation buffer and countercyclical capital buffer in terms of paras 15 and 17respectively of the Master Circular on Basel III Capital Regulations dated 01.07.2015 asamended from time to time).

vii. The Coupon on Bonds shall be non-cumulative.viii. In the event that the Issuer determines that it shall not make payment of coupon on the

Bonds, the Issuer shall notify the Trustee not less than 21 calendar days prior to therelevant Coupon payment date of that fact and of the amount that shall not be paid.

Dividend StopperClause

In general, it may be in order for banks to have dividend stopper arrangement that stopdividend payments on common shares in the event the holders of AT1 instruments are notpaid dividend/coupon.

However, In the event the holders of these Instrument are not paid coupon, they shall notimpede the full discretion that Issuer has at all times to cancel distributions/payments on theBonds, nor will they impede / hinder:(i) The Re-Capitalization of the Issuer.(ii) The Issuer’s right to make payments on other instruments, where the payments on this

other instrument were not also fully discretionary(iii) The Issuer’s right of making distributions to shareholders for a period that extends

beyond the point in time that coupon /dividends on the Bonds are resumed.

(iv) The normal operation of the Issuer or any restructuring activity (including acquisitions/disposals).

A stopper may act to prohibit actions that are equivalent to the payment of a dividend, suchas the bank undertaking discretionary share buybacks, if otherwise permitted.

Interest onApplication Money

In respect of applicants who get allotment of Bonds in the Issue, interest on applicationmoney shall be paid at the Coupon Rate (subject to deduction of income tax under theprovisions of the Income Tax Act, 1961, or any other statutory modification or re-enactmentthereof, as applicable) will be paid to all the applicants on the application money for theBonds. Such interest shall be paid from the date of realization of cheque(s)/demand draft(s)and in case of RTGS/ other means of electronic transfer, interest shall be paid from the dateof receipt of funds to one day prior to the deemed date of Allotment.The interest on application money will be computed as per Actual/Actual day countconvention. Such interest would be paid on all the valid applications including the refunds.For the application amount that has been refunded, the interest on application money will bepaid along with the refund orders and for the application amount against which Bonds havebeen allotted, the interest on application money will be paid within ten working days from thedeemed date of Allotment. Where an applicant is allotted lesser number of Bonds thanapplied for, the excess amount paid on application will be refunded to the applicant alongwith the interest on refunded money. Income Tax at Source (TDS) will be deducted at theapplicable rate on interest on application money.The Bank shall pay the interest amount by way of direct credit/ NECS/ NACH/ RTGS/ NEFTmechanism or any other online facility allowed by the RBI or dispatch the cheque(s)/ interestwarrant(s)/ demand draft(s) at the address of investor to sole/first applicant .

Listing The Bonds are proposed to be listed on the Wholesale Debt Market (WDM) segment of theNational Stock Exchange of India Limited (NSE).

Trustees M/s Axis Trustee Services LimitedRole andResponsibility ofTrustee

As set out in the Debenture Trust Deed and the Securities and Exchange Board of India(Debenture Trustees) Regulation, 1993.

Cross Default Not applicable.Depositories National Securities Depository Limited (“NSDL”) and Central Depository Services (India)

Limited (“CDSL”).Registrars M/s Maheshwari Datamatics Private LimitedSettlement Payment of interest and repayment of principal amount shall be made by the Bank by way of

cheque(s)/ interest warrant(s)/ demand draft(s)/ credit through direct credit/ NECS/ RTGS/NEFT mechanism or any other online facility allowed by the RBI.

The Bonds shall be taken as discharged on payment of the Call Option Price by the Bank onthe Call Option Due Date to the sole/ first Beneficial Owners of the Bonds as given by theDepository to the Bank as on the Record Date. Such payment will be a legal discharge of theliability of the Bank towards the Bondholders and the Bank shall not be liable to pay anyinterest or compensation from the Call Option Due Date. On such payment being made, the


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Bank shall inform NSDL /CDSL/ Depository Participant and accordingly the account of theBeneficial Owners with NSDL / CDSL/Depository Participant shall be adjusted.

Record Date 15 Calendar days prior to each Coupon Payment Date/ Issuer Call date/ Tax Call date/Regulatory Call Date (Each as defined herein above) on which interest or principal is due forrepayment and payable. In the event the record date for coupon payment falls on a daywhich is not a business day, the next business day will be considered as Record Date.

Business Day/Working Day

Business Day/ Working Day means a day (other than a Sunday and Saturday or a Bankholiday on which banks are open for general business in Kolkata#.

1. If the interest payment date falls on a holiday, the payment may be made on the followingworking day however the dates of the future coupon payments would be as per theschedule originally stipulated at the time of issuing the security. In other words, thesubsequent coupon schedule would not be disturbed merely because the payment datein respect of one particular coupon payment has been postponed earlier because of ithaving fallen on a holiday.

2. If the Redemption Date and Coupon Payment Date of the debentures falls together on aday that is not a Business Day, the redemption proceeds shall be paid by the Issuer onprevious working Business Day along with interest accrued on the debentures until butexcluding the date of such payment.

#In terms of the SEBI Circular No. CIR/MD/DF-1/122/2016 dated 11 Nov, 2016,interest/redemption payments shall be made only on the days when the money market isfunctioning in Mumbai.

Effect of holidays If the interest payment date falls on a holiday, the payment may be made on the followingworking day however the dates of the future coupon payments would be as per the schedulementioned hereinafter in this document.If the Issuer Call date/ Tax Call date/ Regulatory Call Date (Each as specified herein above)of the Bonds falls on a day that is not a Business Day, the redemption proceeds shall be paidby the Bank on the immediately preceding working Day along with interest accrued on theBonds until but excluding the date of such payment.

However, in terms of SEBI Circular CIR/IMD/DF-1/122/2016 dated 11th November, 2016,interest/redemption payments shall be made only on the days when the money market isfunctioning in Mumbai.

Payment Mode Applicants may make remittance of application money either through cheque(s)/ demanddraft(s) drawn in favour of “Allahabad Bank A/c- Additional Tier 1 Bonds Application Money”and crossed “Account Payee Only” payable at par at place/ centre where the applicationform is deposited or by way of electronic transfer of funds through funds transfer/ RTGSmechanism for credit in the account as per following details:Name of the CollectingBanker

Allahabad Bank Kolkata Main

Account Name Allahabad Bank A/c- Additional Tier 1 Bonds Application MoneyCredit into Current A/cNo.

50374988412

IFSC Code ALLA0210031Address of the Branch 14, India Exchange Place, Kolkata- 700001Narration Application Money for Basel III compliant AT-1 Bonds Series-I

Eligible Investors Insurance Companies, Mutual Funds, Public Financial Institutions as defined under section2(72) of the Companies Act, 2013, Scheduled Commercial Banks, Provident Funds, GratuityFunds, Superannuation Funds and Pension Funds, Co-operative Banks, Regional RuralBanks authorized to invest in bonds/ debentures, Companies and Bodies Corporateauthorized to invest in bonds/ debentures, Trusts authorized to invest in bonds/ debentures,Statutory Corporations/ Undertakings established by Central/ State legislature authorized toinvest in bonds/ debentures, Resident Indian Individuals, Partnership Firms formed underapplicable laws in India in the name of the partners, Hindu Undivided Families through Karta.

Prospective subscribers must make their own independent evaluation and judgmentregarding their eligibility to invest in the issue.

All investors are required to comply with the relevant regulations/ guidelines applicable tothem for investing in the issue of Bonds as per the norms approved by Government of India,Reserve Bank of India or any other statutory body from time to time.


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However, out of the aforesaid class of investors eligible to invest, this Private PlacementOffer Letter is intended solely for the use of the person to whom it has been sent by theIssuer for the purpose of evaluating a possible investment opportunity by the recipient(s) inrespect of the securities offered herein, and it is not to be reproduced or distributed to anyother persons (other than professional advisors of the prospective investor receiving thisPrivate Placement Offer Letter from the Issuer).

Non-Eligible classesof Investors

Retail Investors, Minors without a guardian name, Qualified Foreign Investors, ForeignNationals, Non Resident Indians, Persons resident outside India, Venture Capital Funds,Alternative Investment Funds, Overseas Corporate Bodies and Person ineligible to contractunder applicable statutory/ regulatory requirements.

Event of Default Failure on the part of the in making payment of any interest on the Bonds on the respectivedue dates (except in case of regulatory requirements prescribed under Applicable RBIRegulations), shall constitute an Event of Default for the purpose of the Issue.

Loss Absorption i)LossAbsorptionFeatures

ii) Point ofNonViability( PONV)TriggerEvent

The Bonds shall have principal loss absorption through a write-downmechanism which shall allocate losses to the Bonds at a pre-specified triggerpoint. The write-down will have the following effects:-

(a) Reduce the claim of the Bonds in liquidation;(b) Reduce the amount to be re-paid when Call Option is exercised; and(c) Partially or fully reduce coupon payments on the Bonds

Thus the Bonds may be classified as liabilities only for accounting purposesand not for the purpose of insolvency as indicated hereinafter.

The Bonds shall be subject to loss absorbency features applicable for non-equity capital instruments vide Master Circular No.DBR.No.BP.BC.1/21.06.201/2015-16 dated July 01, 2015 issued by theReserve Bank of India on Basel III Capital Regulations covering terms andconditions for issue of Debt Capital Instruments for inclusion as AdditionalTier 1 Capital (Annex 4 of the RBI Master Circular) and minimum requirementto ensure loss absorbency of non-equity regulatory capital instruments at thePoint of Non Viability (PONV) (Annex 16 of the RBI Master Circular) to theextent applicable to Additional Tier 1 Bonds.

If a PONV Trigger Event (as described below) occurs, the Issuer shall:-

(i) notify the Trustee;(ii) cancel any coupon which is accrued and unpaid on the Bonds as on

the write-down date; and(iii) Without the need for the consent of Bondholders or the Trustee, write

down the outstanding principal of the Bonds by such amount as maybe prescribed by RBI (“PONV Write Down Amount”) and subject as isotherwise required by the RBI at the relevant time. The Issuer willaffect a write-down within thirty days of the PONV Write-DownAmount being determined as may be prescribed by RBI.

Once the principal of the Bonds have been written down pursuant to PONVTrigger Event, the PONV Write-Down Amount will not be restored in anycircumstances, including where the PONV Trigger Event has ceased tocontinue.PONV Trigger Event, in respect of the Issuer [or its group], means the earlierof:a) a decision that the conversion or permanent write off, without which the

Bank would become nonviable, is necessary, as determined by theReserve Bank of India; and

b) the decision to make a public sector injection of capital, or equivalentsupport, without which the Bank would have become non-viable, asdetermined by the RBI/ Relevant authority.

The Write-off of any Common Equity Tier 1 capital shall not be requiredbefore the write-off of any Non-equity (Additional Tier 1 and Tier 2) regulatorycapital instrument.


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Such a decision would invariably imply that the write-off consequent upon thetrigger event must occur prior to any public sector injection of capital so thatthe capital provided by the public sector is not diluted. As such, there will notbe any residual claims on the issuer which are senior to ordinary shares ofthe bank, following a trigger event and when conversion or write-off isundertaken.

Anon-viable bank will be a bank which, owing to its financial and otherdifficulties, may no longer remain a going concern on its own in the opinion ofthe Reserve Bank unless appropriate measures are taken to revive itsoperations and thus, enable it to continue as a going concern. The difficultiesfaced by a bank should be such that these are likely to result in financiallosses and raising the Common Equity Tier I capital of the bank should beconsidered as the most appropriate way to prevent the bank from turningnon-viable. Such measures would include conversion or permanent write-offof non-equity regulatory capital, fully or partially, with or without othermeasures as considered appropriate by the Reserve Bank.

In rare situations, a bank may also become non-viable due to non-financialproblems, such as conduct of affairs of the bank in a manner which isdetrimental to the interest of depositors, serious corporate governanceissues, etc. In such situations raising capital is not considered a part of thesolution.

A bank facing financial difficulties and approaching PONV will be deemed toachieve viability if within a reasonable time in the opinion of Reserve Bank ofIndia; it will be able to come out of the present difficulties if appropriatemeasures are taken to revive it. The measures including conversion or write-off / public sector injection of funds are likely to:a) Restore depositors’/investors’ confidence;b) Improve rating/creditworthiness of the bank and thereby improve itsborrowing capacity and liquidity and reduce cost of funds; andc) Augment the resource base to fund balance sheet growth in the case offresh injection of funds.

The amount of Bonds to be written-off shall be determined by RBI.

I. Treatment of Bonds in the event of winding-up, amalgamation, acquisition,reconstitution etc. of the Bank :a) If the Bank goes into liquidation before the Bonds have been written-off,

the Bonds will absorb losses in accordance with the order of seniority andas per usual legal provisions governing priority of charges.

b) If the Bank goes into liquidation after the Bonds have been written-off, theholders of the Bonds shall have no claim on the proceeds of liquidation.

II. Amalgamation of a banking company (Section 44 A of BR Act, 1949):a) If the Bank is amalgamated with any other bank before the Bonds have

been written-off, the Bonds shall become part of the correspondingcategories of regulatory capital of the new bank emerging after the merger.

b) If the Bank is amalgamated with any other bank after the Bonds have beenwritten-off, the Bonds cannot be written-up by the amalgamated entity.

III. Scheme of reconstitution or amalgamation of a banking company (Section45 of BR Act, 1949):If the relevant authorities decide to reconstitute the Bank or amalgamate theBank with any other bank under the Section 45 of BR Act, 1949, such a bankwill be deemed as non-viable or approaching non-viability and both the pre-specified trigger and the trigger at the point of non-viability for write off/write-down of Bonds shall be activated. Accordingly, the Bonds shall be written-offbefore amalgamation/ reconstitution in accordance with these rules.

IV. Order of write off/ write-down of various types of capital instruments. Thecapital instruments shall be written-off in order in which they would absorblosses in a gone concern situation. The capital instruments shall absorb


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losses in accordance with the order of seniority and as per usual legalprovisions governing priority of charges.

V. Criteria to Determine the PONV:The above framework will be invoked when the Bank is adjudged by ReserveBank of India to be approaching the point of non-viability, or has alreadyreached the point of non-viability, but in the views of RBI:-

a) there is a possibility that a timely intervention inform of capital support, withor without other supporting interventions, is likely to rescue the Bank; andb) if left unattended, the weaknesses would inflict financial losses on the Bankand, thus, cause decline in its common equity level.

The purpose of write-off of the Bonds shall be to shore up the capital level ofthe Bank. RBI would follow a two-stage approach to determine the non-viability of the Bank. The Stage 1 assessment would consist of purelyobjective and quantifiable criteria to indicate that there is a prima facie case ofthe Bank approaching non viability and, therefore, a close re-examination ofthe Bank’s financial situation is warranted. The Stage 2 assessment wouldconsist of supplementary subjective criteria which, in conjunction with theStage 1 information, would help in determining whether the Bank is about tobecome non-viable. These criteria would be evaluated together and not inisolation.

Once the PONV is confirmed, the next step would be to decide whetherrescue of the Bank would be through write-off alone or write-off in conjunctionwith public sector injection of funds.

The trigger at PONV shall be evaluated both at consolidated and solo leveland breach at either level shall trigger write-off. As the capital adequacy isapplicable both at solo and consolidated levels, the minority interests inrespect of capital instruments issued by subsidiaries of the Banks includingoverseas subsidiaries can be included in the consolidated capital of thebanking group only if these instruments have pre-specified triggers/lossabsorbency at the PONV.

The cost to the parent of its investment in each subsidiary and the parent’sportion of equity of each subsidiary, at the date on which investment in eachsubsidiary is made, is eliminated as per AS-21. So, in case of wholly-ownedsubsidiaries, it would not matter whether or not it has same characteristics asthe Bank’s capital. However, in the case of less than wholly ownedsubsidiaries, minority interests constitute additional capital for the bankinggroup over and above what is counted at solo level; therefore, it should beadmitted only when it (and consequently the entire capital in that category)has the same characteristics as the Bank’s capital. In addition, if the Bankwishes the instrument issued by its subsidiary to be included in theconsolidated group’s capital, the terms and conditions of that instrument mustspecify an additional trigger event.

The additional trigger event is the earlier of:-a) a decision that write-off of the Bonds, without which the Bank or thesubsidiary would become non-viable, is necessary, asdetermined by the Reserve Bank of India; andb) the decision to make a public sector injection of capital, or equivalentsupport, without which the Bank or the subsidiary would have becomenonviable, as determined by the Reserve Bank of India. Such a decisionwould invariably imply that the write-off of the Bonds consequent upon thetrigger event must occur prior to any public sector injection of capital so thatthe capital provided by the public sector is not diluted.

In such cases, the subsidiary should obtain its regulator’s approval/no-objection for allowing the capital instrument to be written-off at the additionaltrigger point referred above.


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Any common stock paid as compensation to the holders of the Bonds mustbe common stock of either the issuing subsidiary or the Bank (including anysuccessor in resolution).

iii) Pre-specifiedCET1TriggerEvent

iii)-a) If a CET1 Trigger Event (as described below) occurs, theIssuer shall:

(i) notify the Trustee;(ii) cancel any coupon which is accrued and unpaid to as

on the write-down date; and(iii) without the need for the consent of Bondholders or

the Trustee, write down the outstanding principal ofthe Bonds by such amount as the Issuer may in itsabsolute discretion decide and in no case suchamount shall be less than the amount required toimmediately return the Issuer’s Common Equity Tier IRatio (as defined below) to above the CET1 TriggerEvent Threshold (as defined below) (the “CET1 writeDown Amount”).

Notwithstanding the above, as may be prescribed by RBIprior to the occurrence of the relevant CET1 Trigger Eventthat a write-down shall not occur because it is satisfied thatactions, circumstances or events have had, or imminentlywill have, the effect of restoring the Common Equity Tier IRatio to a level above the CET1 Trigger Event Thresholdthat the RBI and the Issuer deem, in their absolutediscretion, to be adequate at such time, no CET1 TriggerEvent in relation thereto shall be deemed to have occurred.

A Write-Down may occur on more than one occasion incase the issuer breaches the CET1 Trigger event thresholdsubsequent to the first Write-Down which was partial orfollowing one or more Reinstatements. Once the principal ofa Bond has been written down pursuant to this Condition(Temporary write down), it may be restored in accordancewith Condition laid out by RBI.

Effect of Amalgamation

a. If the Issuer is amalgamated with any other bankbefore the Bonds have been written down, the Bondswill become part of the Additional Tier 1 capital of thenew bank emerging after the merger.

b. If the Issuer is amalgamated with any other bank afterthe Bonds have been written down pursuant to aCET1 Trigger Event, the amalgamated bank canreinstate these instruments according to its discretion.

c. If the RBI or other relevant authority decides toreconstitute the Issuer or amalgamate the Issuer withany other bank, pursuant to Section 45 of the BR Act,the Issuer will be deemed as non-viable orapproaching non-viability and both the Pre-SpecifiedTrigger Event & the PONV Trigger Event will beactivated. Accordingly, the Bonds will be permanentlywritten-down in full prior to any reconstitution oramalgamation.

d. If the Issuer goes into liquidation before the Bondshave been written down the Bonds will absorb lossesin accordance with order of seniority set out in “pointno.7” above & “point no. 41 below” If the issuer goesin to liquidation after the Bonds have been writtendown, the holders of Bonds will have no claim on theproceeds of liquidation.


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CET1 Trigger Event means that the Issuer’s or [its group’s]Common Equity Tier I Ratio is (i) if calculated at any timeprior to March 31, 2019, at or below 5.5%of RWAs; or(ii) if calculated at any time from and including March 31,2019, at or below 6.125%of RWAs, (the “CET1 TriggerEvent Threshold”);

Common Equity Tier I Ratio means the Common Equity TierI Capital (as defined and calculated in accordance with theBasel III Guidelines) of the Issuer or [its group] (as the casemay be) expressed as a percentage of the total RiskWeighted Assets (RWAs) (as defined and calculated inaccordance with the Basel III Guidelines) of the Issuer or [itsgroup] (as applicable);

The purpose of a write-down on occurrence of theCET1Trigger Event shall be to shore up the capital level ofthe Issuer. If the Issuer or its group breaches the CET1Trigger Event Threshold and equity is replenished throughwrite-down of the Bonds, such replenished amount of equitywill be excluded from the total equity of the Issuer for thepurpose of determining the proportion of earnings to be paidout as dividend in terms of rules laid down for maintainingthe capital conservation buffer (as described in the Basel IIIGuidelines). However, once the Issuer or its group (as thecase may be) has attained a total Common Equity Tier IRatio of 8% without counting the replenished equity capital,from that point onwards, the Issuer may include thereplenished equity capital for all purposes.

iii-b)Re-instatement

Following a write-down pursuant to above Condition(Temporary write down), the outstanding principal amount ofthe bonds may be increased in accordance with RBIguidelines. Bonds may be subject to more than oneReinstatement.

Treatment inInsolvency

These Bonds shall not contribute to liabilities exceeding assets if such a balance sheet testforms part of a requirement to prove insolvency under any law or otherwise.

Order of claim of AT 1instruments at theevent of Goneconcern situation

The order of claim of various types of Regulatory capital instruments issued by the Issuerand that may be issued in future shall be as under:Additional Tier I debt instruments will be superior to the claims of investors in equity sharesand perpetual non-cumulative preference shares and subordinate to the claims of alldepositors and general creditors & subordinated debt of the Issuer. However, write down /claim of AT 1 debt instruments will be on pari-passu basis amongst themselves irrespectiveof the date of issue.

TransactionDocuments

The issuer has executed/ shall execute the documents including but not limited to thefollowing in connection with the issue.(i) Letter appointing Trustees to the Bond Holders.(ii) Bond trustee agreement;(iii) Bond trustee deed;(iv) Rating agreement with Rating agency;(v) Tripartite agreement between the issuer, Registrar and NSDL for issue of Bonds indematerialized form;(vi)Tripartite agreement between the Issuer, Registrar and CSDL for issue of Bonds indematerialized form;(vii) Letter appointing Registrar and agreement entered into between the Issuer and theRegistrar,(viii) Uniform Listing Agreement with NSE & BSE Limited;(ix) Information Memorandum / Private Placement Offer Letter/Disclosure Document.

Conditions precedentto subscription ofBonds

The subscription from investors shall be accepted for allocation and allotment by the Issuersubject to the following:(i) Rating letter(s) from the aforesaid rating agencies not being more than one month oldfrom the issue opening date;


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(ii) Letter from the Trustees conveying their consent to act as Trustees for the Bondholder(s);(iii) Letter to NSE for seeking its In-principle approval for listing and trading of Bonds.

Conditionssubsequent tosubscription of Bonds

The Issuer shall ensure that the following documents are executed / activities are completedas per time frame mentioned below:(i) Credit to demat account(s) of the allottee(s) by number to Bonds allotted within 2 workingdays from the Deemed Date of Allotment initially in the form of LOA;(ii) Making listing application of NSE within 15 days from the deemed Date of Allotment ofBonds and seeking listing permission within 20 days from the Deemed Date of Allotment ofBonds in pursuance of SEBI Debt Regulations.(In the event of a delay in listing of the Bonds beyond 20 days of the Deemed date ofAllotment, the Issuer will pay to the investor penal interest of 1% per annum over the Couponrate commencing on the expiry of 30 days from the Deemed Date of Allotment until the listingof the Bonds. Such penal interest shall be paid by the Bank to the Bond holders on the firstcoupon date.)

Governing Law andjurisdiction

The Bonds are governed by and shall be construed in accordance with the existing laws ofIndia. Any dispute arising thereof shall be subject to the jurisdiction of competent courts atKolkata, West Bengal.

Applicable RBIGuidelines

The present issue of Bonds is being made pursuant to Master Circular on Basel III capitalregulations vide Master Circular No.DBR.No.BP.BC.1/21.06.201/2015-16dated July 01, 2015by the RBI covering criteria for inclusion of debt capital instruments as Additional Tier –Icapital (Annex 4) and minimum requirements to ensure loss of absorbency of additional Tier-1 instruments at pre-specified trigger and of all non-equity regulatory capital instruments atthe PONV as amended or replaced from time to time, clarifications thereon issued by RBIvide RBI/2015-16/285 DBR.NO.BP.BC.71/21.06.201/2015-16 dated January 14, 2016 andRBI Circular RBI/2016-17/222 DBR.BP.BC.No.50/21.06.201/2016-17 dated 02.02.2017.The issue of Bonds and the terms and conditions of the Bonds will be subject to theapplicable guidelines issued by the Reserve Bank of India and the Securities and ExchangeBoard of India from time to time.In the event of any inconsistency in terms of the Bonds as laid down in any of the transactiondocument(s) and the terms of RBI Regulations, the provisions of the RBI Regulations shallprevail.

Applicable SEBIGuidelines

The present issue of Bonds is being made pursuant to Securities and Exchange Board ofIndia (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended upto date.

Prohibition onPurchase / Fundingof Bonds

Neither the issuer nor a related party over which the issuer exercises control or significantinfluence (as defined under relevant Accounting Standards) shall purchase the Bonds, norshall the issuer directly or indirectly fund the purchase of the Bonds. The issuer shall also notgrant advances against the security of the Bonds issued by it.

* The Bank reserves its sole and absolute right to modify (pre-pone/ post-pone) the above issue schedule withoutgiving any reasons or prior notice. In such a case, applicants shall be intimated about the revised time schedule by theBank. The Bank also reserves the right to keep multiple Date(s) of Allotment at its sole and absolute discretion withoutany notice. In case if the Issue Closing Date/ Pay in Dates is/are changed (pre-poned/ post-poned), the Deemed Dateof Allotment may also be changed (pre-poned/ post-poned) by the Bank at its sole and absolute discretion.Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates may also be changed at the soleand absolute discretion of the Bank.


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IX. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OFISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERESECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELDON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR)

PRIVATE PLACEMENT OF UNSECURED NON-CONVERTIBLE SUBORDINATED FULLY PAID UPPERPETUALBASEL III COMPLIANT ADDITIONAL TIER 1 BONDS IN THE NATURE OF DEBENTURESFORINCLUSION IN TIER 1 CAPITAL (“BONDS”) FOR`200 CRORE WITH A GREEN SHOE OPTION OFADDITIONAL `800 CRORE (AGGREGATING TO NOT EXCEEDING `1000 CRORE) BY ALLAHABAD BANK (THE“ISSUER” OR THE “BANK”)

1. ISSUE SIZE

Allahabad Bank (the “Issuer” or the “Bank”) proposes to raise `200 crore with a green shoe option of `800 crore(Aggregating to not exceeding `1000 crore) through issue of Unsecured Perpetual Non-Convertible Fully Paid UpBasel III Compliant Additional Tier 1 Bonds in the nature of Debentures for inclusion in Tier 1 Capital (“Bonds”) (the“Issue”) by way of private placement.

2. ELIGIBILITY TO COME OUT WITH THE ISSUE

The Bank or its promoter has not been restrained or prohibited or debarred by SEBI/any other Government authorityfrom accessing the securities market or dealing in securities and no such direction or order is in force.

3. REGISTRATION AND GOVERNMENT APPROVALS

The Issuer can undertake the activities proposed by it in view of the present approvals and no further approval fromany government authority(ies) is/are required by it to undertake the proposed activities save and except thoseapprovals which may be required to be taken in the normal course of business from time to time.

4. AUTHORITY FOR THE ISSUE

The present issue of Bonds is being made pursuant to the resolution of the Board of Directors of the Issuer, passed atits meeting held on12.08.2016 and the delegation provided thereunder.

The present issue of Bonds is being made in pursuance of Master Circular No. DBR.No.BP.BC.1/21.06.201/2015-16dated July 01, 2015issued by the Reserve Bank of India on Basel III capital regulations covering terms andconditions for issue of debt capital instruments for inclusion in Additional Tier 1Capital (Annex 4 of the MasterCircular) and minimum requirements to ensure Loss Absorbency of Additional Tier 1 Instruments at Pre-specifiedTrigger and at the Point of Non-viability(PONV)(Annex 16 of the Master Circular), clarifications thereon issued by RBIvide RBI/2015-16/285 DBR.NO.BP.BC.71/21.06.201/2015-16 dated January 14, 2016 and RBI Circular RBI/2016-17/222 DBR.BP.BC.No.50/21.06.201/2016-17 dated 02.02.2017.

The Bank can issue the Bonds proposed by it in view of the present approvals and no further internal or externalpermission/ approval(s) is/are required by it to undertake the proposed activity.

The Bonds offered are subject to provisions of the Companies Act, 2013 as applicable, Securities Contract RegulationAct 1956 as applicable, Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980, terms of thisPrivate Placement Offer Letter, instructions contained in the Application Form and other terms and conditions as maybe incorporated in the Debenture Trustee Agreement. Over and above such terms and conditions, the Bonds shallalso be subject to the applicable provisions of the Depositories Act 1996 and the laws as applicable, guidelines,notifications and regulations relating to the allotment & issue of capital and listing of securities issued from time to timeby the Government of India (GOI), Reserve Bank of India (RBI), Securities & Exchange Board of India (SEBI),concerned Stock Exchange or any other documents that may be executed in respect of the Bonds.

5. OBJECTS OF THE ISSUE

The proposed issue of Bonds is being made for augmenting overall Capital of the Bank for strengthening its capitaladequacy and for enhancing its long-term resources.


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6. UTILISATION OF ISSUE PROCEEDS

The funds being raised by the Issuer through present issue of Bonds are not meant for financing any particular project.The Issuer shall utilise the proceeds of the Issue for its regular business activities. The Issuer is subject to a number ofregulatory checks and balances as stipulated in its regulatory environment. The Issuer is a Government of Indiaundertaking under the administrative control of Ministry of Finance, Government of India and is managed byprofessionals under the supervision of the Board of Directors. The management of the Issuer shall ensure that thefunds raised via the present Issue shall be utilized only towards satisfactory fulfilment of the objects of the Issue.

The Issuer undertakes that proceeds of the present Issue shall not be used for any purpose which may be incontravention of the regulations/ guidelines/ norms issued by the RBI/ SEBI/Stock Exchange(s).

In accordance with the SEBI Debt Regulations, the Issuer undertakes that it shall not utilise the proceeds of the Issuefor providing loan to or acquisition of shares of any person who is part of the same group or who is under the samemanagement. However, the Issuer is a Government of India undertaking and, as such, it does not have anyidentifiable ‘Group Companies’ or ‘Companies under the same Management’. The Issue proceeds shall not be utilisedtowards full or part consideration for the purchase or any acquisition, including by way of a lease, of any property.

Further, the Issuer undertakes that Issue proceeds from the present issue of Bonds shall not be used for any purposewhich may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating toclassification as capital market exposure or any other sectors that are prohibited under the RBI regulations.

7. MINIMUM SUBSCRIPTION

As the current Issue is being made on private placement basis, the requirement of minimum subscription shall not beapplicable and therefore the Bank shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of thetotal issue collection falling short of issue size or certain percentage of issue size.

8. UNDERWRITING

The present Issue of Bonds is not underwritten.

9. NATURE AND STATUS OF THE BONDS / SENIORITY OF CLAIM

Unsecured Additional Tier 1 Bonds (as the term is defined in the Basel III Guidelines under pertinent RBI Circular, tothe extent applicable.)Claims of the investors in this instrument shall be:(i) Superior to the claims of investors in equity shares and perpetual non-cumulative preference shares of the

Issuer;(ii) Subordinate to the claims of all depositors and general creditors and subordinated debt of the Issuer other than

subordinated debt qualifying as Additional Tier1 Capital (as the term is defined in the Basel III Guidelines) of theIssuer;

(iii) Pari passu without preference amongst themselves and other debt instruments classifying as Additional Tier 1Capital in terms of Basel III Guidelines;

(iv) To the extent permitted by the Basel III Guidelines, pari-passu with any subordinated obligation eligible forinclusion in hybrid Tier 1 capital under the then prevailing Basel II guidelines; and

v) Neither secured nor covered by a guarantee of the Issuer nor related entity or other arrangement that legally oreconomically enhances the seniority of the claim vis-à-vis bank creditors.

10. LOSS ABSORPTION FEATURES

The Bonds shall have principal loss absorption through a write-down mechanism which shall allocate losses to theBonds at a pre-specified trigger point. The write-down will have the following effects:-

(a) Reduce the claim of the Bonds in liquidation;(b) Reduce the amount to be re-paid when Call Option is exercised; and(c) Partially or fully reduce coupon payments on the Bonds

Thus the Bonds may be classified as liabilities only for accounting purposes and not for the purpose of insolvency asindicated hereinafter.

Point of Non Viability (PONV) Trigger Event:

The Bonds shall be subject to loss absorbency features applicable for non-equity capital instruments vide MasterCircular No. DBR.No.BP.BC.1/21.06.201/2015-16 dated July 01, 2015 issued by the Reserve Bank of India on Basel


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III Capital Regulations covering terms and conditions for issue of Debt Capital Instruments for inclusion as AdditionalTier 1 Capital (Annex 4 of the RBI Master Circular) and minimum requirement to ensure loss absorbency of non-equityregulatory capital instruments at the Point of Non Viability (PONV) (Annex 16 of the RBI Master Circular) to the extentapplicable to Additional Tier 1 Bonds.

If a PONV Trigger Event (as described below) occurs, the Issuer shall:-

(i) Notify the Trustee;(ii) Cancel any coupon which is accrued and unpaid on the Bonds as on the write-down date; and(iii) Without the need for the consent of Bondholders or the Trustee, write down the outstanding principal of the

Bonds by such amount as may be prescribed by RBI (“PONV Write Down Amount”) and subject as is otherwiserequired by the RBI at the relevant time. The Issuer will affect a write-down within thirty days of the PONVWrite-Down Amount being determined as may be prescribed by RBI.

Once the principal of the Bonds have been written down pursuant to PONV Trigger Event, the PONV Write-DownAmount will not be restored in any circumstances, including where the PONV Trigger Event has ceased to continue.PONV Trigger Event, in respect of the Issuer [or its group], means the earlier of:

a) a decision that the permanent write off, without which the Bank would become nonviable, is necessary, asdetermined by the Reserve Bank of India; and

b) the decision to make a public sector injection of capital, or equivalent support, without which the Bank wouldhave become non-viable, as may be prescribed by the RBI.

However, any capital infusion by Government of India into the Issuer as the promoter of the Issuer in the normalcourse of business may not be construed as a PONV trigger.

Such a decision would invariably imply that the write-off consequent upon the trigger event must occur prior to anypublic sector injection of capital so that the capital provided by the public sector is not diluted. As such, there will notbe any residual claims on the issuer which are senior to ordinary shares of the bank, following a trigger event andwhen write-off is undertaken.

For the purpose of these guidelines, a non-viable bank will be a bank which, owing to its financial and other difficulties,may no longer remain a going concern on its own in the opinion of the Reserve Bank unless appropriate measures aretaken to revive its operations and thus, enable it to continue as a going concern. The difficulties faced by a bankshould be such that these are likely to result in financial losses and raising the Common Equity Tier I capital of thebank should be considered as the most appropriate way to prevent the bank from turning non-viable. Such measureswould include permanent write-off of non-equity regulatory capital, fully or partially, with or without other measures asconsidered appropriate by the Reserve Bank.

In rare situations, a bank may also become non-viable due to non-financial problems, such as conduct of affairs of thebank in a manner which is detrimental to the interest of depositors, serious corporate governance issues, etc. In suchsituations raising capital is not considered a part of the solution and therefore, may not attract provisions of thisframework.

A bank facing financial difficulties and approaching PONV will be deemed to achieve viability if within a reasonabletime in the opinion of Reserve Bank of India; it will be able to come out of the present difficulties if appropriatemeasures are taken to revive it. The measures including write-off / public sector injection of funds are likely to:

a) Restore depositors’/investors’ confidence;b) Improve rating/creditworthiness of the bank and thereby improve its borrowing capacity and liquidity and reduce

cost of funds; andc) Augment the resource base to fund balance sheet growth in the case of fresh injection of funds.

The amount of Bonds to be written-off shall be determined by RBI.

I. Treatment of Bonds in the event of winding-up, amalgamation, acquisition, reconstitution etc. of the Bank:a) If the Bank goes into liquidation before the Bonds have been written-off, the Bonds will absorb losses in

accordance with the order of seniority and as per usual legal provisions governing priority of charges.b) If the Bank goes into liquidation after the Bonds have been written-off, the holders of the Bonds shall have no

claim on the proceeds of liquidation.II. Amalgamation of a banking company (Section 44 A of BR Act, 1949):

a) If the Bank is amalgamated with any other bank before the Bonds have been written-off, the Bonds shall becomepart of the corresponding categories of regulatory capital of the new bank emerging after the merger.

b) If the Bank is amalgamated with any other bank after the Bonds have been written-off, the Bonds cannot bewritten-up by the amalgamated entity.


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III. Scheme of reconstitution or amalgamation of a banking company (Section 45 of BR Act, 1949):If the relevant authorities decide to reconstitute the Bank or amalgamate the Bank with any other bank under theSection 45 of BR Act, 1949, such a bank will be deemed as non-viable or approaching non-viability and both the pre-specified trigger and the trigger at the point of non-viability for write off /write-down of Bonds shall be activated.Accordingly, the Bonds shall be written-off before amalgamation/ reconstitution in accordance with these rules.IV. Order of write off/ write-down of various types of capital instrumentsThe capital instruments shall be written-off in order in which they would absorb losses in a gone concern situation. Thecapital instruments shall absorb losses in accordance with the order of seniority and as per usual legal provisionsgoverning priority of charges.V. Criteria to Determine the PONV:The above framework will be invoked when the Bank is adjudged by Reserve Bank of India to be approaching thepoint of non-viability, or has already reached the point of non-viability, but in the views of RBI:-

a) there is a possibility that a timely intervention in form of capital support, with or without other supportinginterventions, is likely to rescue the Bank; and

b) if left unattended, the weaknesses would inflict financial losses on the Bank and, thus, cause decline in itscommon equity level.

The purpose of write-off of the Bonds shall be to shore up the capital level of the Bank. RBI would follow a two-stageapproach to determine the non-viability of the Bank. The Stage 1 assessment would consist of purely objective andquantifiable criteria to indicate that there is a prima facie case of the Bank approaching non viability and, therefore, acloser examination of the Bank’s financial situation is warranted. The Stage 2 assessment would consist ofsupplementary subjective criteria which, in conjunction with the Stage 1 information, would help in determiningwhether the Bank is about to become non-viable. These criteria would be evaluated together and not in isolation.

Once the PONV is confirmed, the next step would be to decide whether rescue of the Bank would be through write-offalone or write-off in conjunction with public sector injection of funds.

The trigger at PONV shall be evaluated both at consolidated and solo level and breach at either level shall triggerwrite-off. As the capital adequacy is applicable both at solo and consolidated levels, the minority interests in respect ofcapital instruments issued by subsidiaries of the Banks including overseas subsidiaries can be included in theconsolidated capital of the banking group only if these instruments have pre-specified triggers/loss absorbency at thePONV.

The cost to the parent of its investment in each subsidiary and the parent’s portion of equity of each subsidiary, at thedate on which investment in each subsidiary is made, is eliminated as per AS-21. So, in case of wholly-ownedsubsidiaries, it would not matter whether or not it has same characteristics as the Bank’s capital. However, in the caseof less than wholly owned subsidiaries, minority interests constitute additional capital for the banking group over andabove what is counted at solo level; therefore, it should be admitted only when it (and consequently the entire capitalin that category) has the same characteristics as the Bank’s capital. In addition, if the Bank wishes the instrumentissued by its subsidiary to be included in the consolidated group’s capital, the terms and conditions of that instrumentmust specify an additional trigger event.

The additional trigger event is the earlier of:-a) a decision that write-off of the Bonds, without which the Bank or the subsidiary would become non-viable, is

necessary, as determined by the Reserve Bank of India; andb) the decision to make a public sector injection of capital, or equivalent support, without which the Bank or the

subsidiary would have become nonviable, as determined by the Reserve Bank of India. Such a decision wouldinvariably imply that the write-off of the Bonds consequent upon the trigger event must occur prior to any publicsector injection of capital so that the capital provided by the public sector is not diluted.

In such cases, the subsidiary should obtain its regulator’s approval/no-objection for allowing the capital instrument tobe written-off at the additional trigger point referred above.

Any common stock paid as compensation to the holders of the Bonds must be common stock of either the issuingsubsidiary or the Bank (including any successor in resolution).

(a) Pre-Specified CET 1 Trigger Event:

If a CET1 Trigger Event (as described below) occurs, the Issuer shall:(i) Notify the Trustee;(ii) Cancel any coupon which is accrued and unpaid to as on the write-down date; and(iii) Without the need for the consent of Bondholders or the Trustee, write down the outstanding principal of theBonds by such amount as the Issuer may in its absolute discretion decide and in no case such amount shall be


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less than the amount required to immediately return the Issuer’s Common Equity Tier I Ratio (as defined below)to above the CET1 Trigger Event Threshold (as defined below) (the “CET1 write Down Amount”).

Notwithstanding the above, as may be prescribed by RBI prior to the occurrence of the relevant CET1 TriggerEvent that a write-down shall not occur because it is satisfied that actions, circumstances or events have had, orimminently will have, the effect of restoring the Common Equity Tier I Ratio to a level above the CET1 TriggerEvent Threshold that the RBI and the Issuer deem, in their absolute discretion, to be adequate at such time, noCET1 Trigger Event in relation thereto shall be deemed to have occurred.

A Write-Down may occur on more than one occasion incase the issuer breaches the CET1 Trigger eventthreshold subsequent to the first Write-Down which was partial or following one or more Reinstatements. Oncethe principal of a Bond has been written down pursuant to this Condition (Temporary write down), it may berestored in accordance with Condition laid out by RBI.

Effect of Amalgamation

a. If the Issuer is amalgamated with any other bank before the Bonds have been written down, the Bonds willbecome part of the Additional Tier 1 capital of the new bank emerging after the merger.b. If the Issuer is amalgamated with any other bank after the Bonds have been written down pursuant to a CET1Trigger Event, the amalgamated bank can reinstate these instruments according to its discretion.c. If the RBI or other relevant authority decides to reconstitute the Issuer or amalgamate the Issuer with any otherbank, pursuant to Section 45 of the BR Act, the Issuer will be deemed as non-viable or approaching non-viabilityand both the Pre-Specified Trigger Event & the PONV Trigger Event will be activated. Accordingly, the Bonds willbe permanently written-down in full prior to any reconstitution or amalgamation.d. If the Issuer goes into liquidation before the Bonds have been written down the Bonds will absorb losses inaccordance with order of seniority set out in “point no.7” above & “point no. 41 below” If the issuer goes in toliquidation after the Bonds have been written down, the holders of Bonds will have no claim on the proceeds ofliquidation.

CET1 Trigger Event means that the Issuer’s or [its group’s] Common Equity Tier I Ratio is:(i) if calculated at any time prior to March 31, 2019, at or below 5.5%of RWAs; or(ii) if calculated at any time from and including March 31, 2019, at or below 6.125%of RWAs, (the “CET1 TriggerEvent Threshold”);

Common Equity Tier I Ratio means the Common Equity Tier I Capital (as defined and calculated in accordancewith the Basel III Guidelines) of the Issuer or [its group] (as the case may be) expressed as a percentage of thetotal Risk Weighted Assets (RWAs) (as defined and calculated in accordance with the Basel III Guidelines) of theIssuer or [its group] (as applicable);

The purpose of a write-down on occurrence of the CET1Trigger Event shall be to shore up the capital level of theIssuer. If the Issuer or its group breaches the CET1 Trigger Event Threshold and equity is replenished throughwrite-down of the Bonds, such replenished amount of equity will be excluded from the total equity of the Issuer forthe purpose of determining the proportion of earnings to be paid out as dividend in terms of rules laid down formaintaining the capital conservation buffer (as described in the Basel III Guidelines). However, once the Issuer orits group (as the case may be) has attained a total Common Equity Tier I Ratio of 8% without counting thereplenished equity capital, from that point onwards, the Issuer may include the replenished equity capital for allpurposes.

b) Re-instatement:

Following a write-down pursuant to above Condition (Temporary write down), the outstanding principal amount ofthe bonds may be increased in accordance with RBI guidelines. Bonds may be subject to more than oneReinstatement.

11. APPLICABLE RBI REGULATIONS

The present issue of Bonds is being made in pursuance of Master Circular No. DBR.No.BP.BC.1/21.06.201/2015-16dated July 01, 2015issued by the Reserve Bank of India on Basel III capital regulations covering terms andconditions for issue of debt capital instruments for inclusion as Additional Tier 1 Capital(Annex 4 of the MasterCircular) and minimum requirement to ensure loss absorbency of Additional Tier 1 Instruments at Pre-specifiedTrigger and at the Point of Non Viability (PONV)(Annex 16 of the Master Circular), clarifications thereon issued by RBI


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vide RBI/2015-16/285 DBR.NO.BP.BC.71/21.06.201/2015-16 dated January 14, 2016 and RBI Circular RBI/2016-17/222 DBR.BP.BC.No.50/21.06.201/2016-17 dated 02.02.2017.

In the case of any discrepancy or inconsistency between the terms of the Bonds or any other Transaction Documentthe provisions of Master Circular No. DBR.No.BP.BC.1/21.06.201/2015-16dated July 01, 2015 issued by the ReserveBank of India on Basel III Guidelines as amended shall prevail.

12. FACE VALUE, ISSUE PRICE, EFFECTIVE YIELD FOR INVESTOR

Each Bond has a face value of `10 lakh and is issued as well. The Bonds shall be perpetual in nature subject to termsand conditions specified herein. The effective yield for the investors shall be the same as the Coupon Rate on theBonds.

13. SECURITY

The Bonds are unsecured.

14. TERMS OF PAYMENT OF APPLICATION MONEY

The full face value of the Bonds applied for is to be paid along with the Application Form. Applicant needs to send inthe Application Form andthe cheque(s)/ demand draft(s)/ RTGSfor the full value of Bonds applied for.

Face Value per Bond Minimum Application for Amount Payable on Application per Bond`10 lakh 1 Bond and in multiples of 1 Bond thereafter `10 lakh

15. DEEMED DATE OF ALLOTMENT

All benefits under the Bonds including payment of interest will accrue to the Bondholders from and including (March17, 2017) , which shall be the Deemed Date of Allotment. All benefits relating to the Bonds will be available to theinvestors from the Deemed Date of Allotment. The actual allotment of Bonds may take place on a date other than theDeemed Date of Allotment. The Issuer reserves the right to keep multiple allotment date(s)/ deemed date(s) ofallotment at its sole and absolute discretion without any notice. In case if the issue closing date/ pay in dates is/arechanged (preponed / postponed), the Deemed Date of Allotment may also be changed (pre-pond/ postponed) by theBank at its sole and absolute discretion.

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

The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central DepositoryServices (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 working days from theDeemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of theall statutory formalities, such credit in the account will be akin to a Bond Certificate.

17. ISSUE OF BOND CERTIFICATE(S)

Subject to the completion of all statutory formalities within timeframe prescribed in the relevant regulations/act/rulesetc, the initial credit akin to a Letter of Allotment in the Beneficiary Account of the investor would be replaced with thenumber of Bonds allotted. The Bonds since issued in electronic (dematerialized) form, will be governed as per theprovisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants)Regulations, 1996, rules notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable lawsand rules notified in respect thereof. The Bonds shall be allotted in dematerialized form only.

18. DEPOSITORY ARRANGEMENTS

The Issuer has appointed M/s. Maheshwari Datamatics Private Limited (Address: Maheshwari Datamatics PrivateLimited, 6, Mangoe Lane (Surendra Mohan Ghosh Sarani), 2nd Floor, Kolkata – 700001, Tel: (033) 22435029/22435809, Fax: +91-33-22484787, e-mail: [email protected]) as the Registrar (“Registrar”) for the present BondIssue. The Issuer has entered into necessary depository arrangements with National Securities Depository Limited(“NSDL”) and Central Depository Services (India) Limited (“CDSL”) for dematerialization of the Bonds offered under


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the present Issue, in accordance with the Depositories Act, 1996 and regulations made thereunder. In this context, theBank has signed two tripartite agreements as under:

Tripartite Agreement between the Issuer, NSDL and the Registrar for dematerialization of the Bonds offered underthe present Issue.

Tripartite Agreement between the Issuer, “CDSL” and the Registrar for dematerialization of the Bonds offeredunder the present Issue.

Investors can hold the bonds only in dematerialised form and deal with the same as per the provisions of DepositoriesAct, 1996 as amended from time to time.

19. PROCEDURE FOR APPLYING FOR DEMAT FACILITY

a. Applicant(s) must have a Beneficiary Account with any Depository Participant of NSDL or CDSL prior to makingthe application.

b. The applicant(s) must specify their beneficiary account number and depository participants ID in the relevantcolumns of the Application Form.

c. If incomplete/incorrect beneficiary account details are given in the Application Form which does not match withthe details in the depository system, the allotment of Bonds shall be held in abeyance till such time satisfactorydemat account details are provided by the applicant.

d. The Bonds shall be directly credited to the Beneficiary Account as given in the Application Form and after dueverification, allotment advice/refund order, if any, would be sent directly to the applicant by the Registrars to theIssue but the confirmation of the credit of the Bonds to the applicant’s Depository Account will be provided to theapplicant by the Depository Participant of the applicant.

e. Interest or other benefits with respect to the Bonds would be paid to those bondholders whose names appear onthe list of beneficial owners given by the depositories to the Issuer as on the Record Date. In case, the beneficialowner is not identified by the depository on the Record Date due to any reason whatsoever, the Issuer shall keepin abeyance the payment of interest or other benefits, till such time the beneficial owner is identified by thedepository and intimated to the Issuer. On receiving such intimation, the Issuer shall pay the interest or otherbenefits to the beneficiaries identified, within a period of 15 days from the date of receiving such intimation.

f. Applicants may please note that the Bonds shall be allotted and traded on the stock exchange(s) only indematerialized form.

20. FICTITIOUS APPLICATIONS

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of section 38 of the CompaniesAct, 2013 which is reproduced below:

“Any person who:-(a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its

securities; or(b) Makes or abets making of multiple applications to a company in different names or indifferent combinations of his

name or surname for acquiring or subscribing for its securities; or(c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any

other person in a fictitious name, Shall be liable for action under section 447.”

21. MARKET LOT

The market lot will be one Bond (“Market Lot”). Since the Bonds are being issued only in dematerialised form, the oddlots will not arise either at the time of issuance or at the time of transfer of Bonds.

22. TRADING OF BONDS

The marketable lot for the purpose of trading of Bonds shall be 1 (one) Bond of face value of `10 lakh each. Trading ofBonds would be permitted in demat mode only in standard denomination of `10 lakh and such trades shall be clearedand settled in recognised stock exchange(s) subject to conditions specified by SEBI. In case of trading in Bonds which


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has been made over the counter, the trades shall be reported on a recognized stock exchange having a nationwidetrading terminal or such other platform as may be specified by SEBI.

23. MODE OF TRANSFER OF BONDS

The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respectthereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed fortransfer of these Bonds held in electronic form. The seller should give delivery instructions containing details of thebuyer’s DP account to his depository participant. The transferee(s) should ensure that the transfer formalities arecompleted prior to the Record Date. In the absence of the same, interest will be paid to the person, whose nameappears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settledwith the transferor(s) and not with the Issuer.

Transfer of Bonds to and from NRIs/ OCBs, in case they seek to hold the Bonds and are eligible to do so, will begoverned by the then prevailing guidelines of RBI.

24. COMMON FORM OF TRANSFER

The Issuer undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of thisPrivate Placement Offer Letter.

25. INTEREST ON APPLICATION MONEY AGAINST WHICH ALLOTMENT IS MADE

In respect of applicants who get allotment of Bonds in the Issue, interest on application money shall be paid at theCoupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any otherstatutory modification or re-enactment thereof, as applicable) on the aggregate face value amount of Bonds for theperiod starting from and including the date of realization of application money in Issuer’s account upto but excludingthe Deemed Date of Allotment. The interest on application money shall be paid by credit through direct credit/ NECS/RTGS/ NEFT /cheque(s)/ demand draft(s) within 15 days from the Deemed Date of Allotment. The relative cheque(s)/demand draft(s) along with the Refund Order(s), if any, as the case may be, will be dispatched by registered/speedpost/courier to the sole/ first applicant, at the sole risk of the applicant.

26. INTEREST ON REFUNDED MONEY AGAINST WHICH ALLOTMENT IS NOT MADE

In respect of applications, which are valid but rejected on account of oversubscription(excluding the valid rejections),interest on refunded money shall be paid at the Coupon Rate (subject to deduction of income tax under the provisionsof the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) for the periodstarting from and including the date of realization of application money in Issuer’s account upto but excluding theDeemed Date of Allotment. Such interest on application money shall be paid by credit through direct credit/ NECS/RTGS/ NEFT /cheque(s)/ demand draft(s) within 15 days from the Deemed Date of Allotment. The relative cheque(s)/demand draft(s) along with the Refund Order(s), will be dispatched by registered/speed post/courier to the sole/ firstapplicant, at the sole risk of the applicant.

No interest on application money will be paid in respect of applications which are invalid and rejected for not being inaccordance with the terms of the Private Placement Offer Letter.

27. INTEREST ON THE BONDS

The Bonds shall carry a fixed rate of interest at the rate of 11.15 percent (%) per annum from, and including, theDeemed Date of Allotment payable on the “Coupon Payment Dates”, on the outstanding principal amount of Bonds, tothe holders of Bonds (the “Holders” and each, a “Holder”) as of the relevant Record Date.

In pursuance of Master Circular No.DBR.No.BP.BC.1/21.06.201/2015-16dated July 1, 2015, issued by the ReserveBank of India on Basel III capital regulations covering criteria for inclusion of debt capital instruments as Additional Tier1 Capital, the Bonds shall not have any step-ups or any other incentives to redeem. Further, the Bonds shall not havea credit sensitive coupon feature, i.e. a coupon that is rest periodically based in whole or in part on Bank’s creditstanding.

However, in terms of SEBI Circular CIR/IMD/DF-1/122/2016 dated 11thNovember, 2016, interest/ redemptionpayments shall be made only on the days when the money market is functioning in Mumbai.


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28. BUSINESS DAY/ WORKING DAY

Business Day/ Working Day means a day (other than a Sunday and Saturday or a Bank holiday on which banks areopen for general business in Kolkata#.

1. If the interest payment date falls on a holiday, the payment may be made on the following working day howeverthe dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuingthe security. In other words, the subsequent coupon schedule would not be disturbed merely because the paymentdate in respect of one particular coupon payment has been postponed earlier because of it having fallen on aholiday.

2. If the Redemption Date and Coupon Payment Date of the debentures falls together on a day that is not a BusinessDay, the redemption proceeds shall be paid by the Issuer on previous working Business Day along with interestaccrued on the debentures until but excluding the date of such payment.

# In terms of the SEBI Circular No. CIR/MD/DF-1/122/2016 dated 11 Nov, 2016, interest/redemption payments shallbe made only on the days when the money market is functioning in Mumbai.

29. EFFECT OF HOLIDAYS

If any interest payment date falls on a day which is not a Business Day then payment of interest will be made on thesucceeding Business Day.

However, in terms of SEBI Circular CIR/IMD/DF-1/122/2016 dated 11thNovember, 2016, interest/redemption paymentsshall be made only on the days when the money market is functioning in Mumbai.

In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Daywill be considered as the Record Date.

30. DAY COUNT CONVENTION

Interest shall be computed on an “actual/actual basis”. Where the interest period (start date to end date) includesFebruary 29, interest shall be computed on 366 days-a-year basis on the outstanding face value of the Bonds.

31. ILLUSTRATION OF CASH FLOWS

In pursuance of SEBI circular No. CIR/IMD/DF/18/2013 dated October 29, 2013 and clarifications vide SEBI CircularCIR/IMD/DF-1/122/2016 dated 11th November, 2016, set forth below is an illustration for guidance in respect of theday count convention and effect of holidays on payments.

Name of the Issuer Allahabad BankFace Value of the Bonds (per Bond) `10,00,000Deemed Date of Allotment March 17, 2017Coupon / Interest Rate 11.15%Frequency of the Interest Payment withspecified dates

First coupon/interest payment date March 19, 2018*and subsequentlyon March10of every year subject to RBI Regulations and effect ofholidays.

Day Count Convention Actual / Actual

Cash FlowsParticulars Coupon Payment Date & Redemption Date No. of Days Amount payable per Bond (in `)Allotment Date March 17, 2017 -10,00,0001st Coupon Payment March 19, 2018* 365 1115002nd Coupon Payment March 18, 2019** 365 1115003rd Coupon Payment March 17, 2020 366 1115004th Coupon Payment March 17, 2021 365 1115005th Coupon Payment# March 17, 2022 365 111500On Redemption 10,00,000

#The Bond is Perpetual; however, the Bank can exercise Call Option (Detailed elsewhere) on any date after five yearsfrom the Deemed Date of Allotment.


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Assumptions:For the purposes of the above illustration Saturdays and Sundays have been considered as non-working days.Wherever the Coupon/ Interest Payment Date and Call Option Due Date are falling on days which are not BusinessDays, the effect of holidays will be applicable as mentioned elsewhere.

Notes:

In terms of SEBI Circular CIR/IMD/DF-1/122/2016 dated 11th November, 2016, interest/redemption paymentsshall be made only on the days when the money market is functioning in Mumbai.

*The due date of 1st Coupon Payment i.e. March17, 2018 is Saturday and as such the Coupon Payment Datehas been postponed on March 19, 2018.**The due date of 2nd Coupon Payment i.e. March 17, 2019 is Sunday and as such the Coupon Payment Datehas been postponed on March 18, 2019.

THE AGGREGATE COUPON / INTEREST PAYABLE TO EACH BONDHOLDER SHALL BE ROUNDED OFF TOTHE NEAREST RUPEE AS PER THE FIXED INCOME MONEY MARKET AND DERIVATIVES ASSOCIATIONHANDBOOK ON MARKET PRACTICES.

32. RECORD DATE

15 Calendar days prior to each Coupon Payment Date/ Issuer Call date/ Tax Call date/ Regulatory Call Date (Each asdefined herein above) on which interest or principal is due for repayment and payable. In the event the record date forcoupon payment falls on a day which is not a business day, the next business day will be considered as Record Date.

33. DEDUCTION OF TAX AT SOURCE

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will bededucted at source out of interest payable on Bonds.

Interest payable subsequent to the Deemed Date of Allotment of Bonds shall be treated as “Interest on Securities” asper Income Tax Rules. Bondholders desirous of claiming exemption from deduction of income tax at source on theinterest payable on Bonds should submit tax exemption certificate/ document, under Section 193 of the Income TaxAct, 1961, if any, with the Registrars, or to such other person(s) at such other address(es) as the Issuer may specifyfrom time to time through suitable communication, at least 45 days before the payment becoming due. However, witheffective from 01.06.2008, tax is not to be deducted at source under the provisions of section 193 of Income Tax Act,1961, if the following conditions are satisfied:

a. interest is payable on any security issued by a companyb. such security is in dematerlized formc. such security is listed in a recognised stock exchange in India

Present issue of Bonds fulfils the above conditions and therefore, no tax would be deducted on the interest payable.However, the Issuer shall pursue the provisions as amended from time to time with respect to applicability of TDS atthe time of payment of interest on Bonds. Regarding deduction of tax at source and the requisite declaration forms tobe submitted, applicants are advised to consult their own tax consultant(s).

34. PUT & CALL OPTION

In terms of Master Circular No.DBR.No.BP.BC.1/21.06.201/2015-16dated July 1, 2015, issued by the Reserve Bank ofIndia on Basel III capital regulations covering terms and conditions for issue of debt capital instruments for inclusion asAdditional Tier 1 Capital,the Bonds shall not have any “Put Option”.

However, the Bonds have “Call Option” exercisable at the initiative of the Bank only after a minimum period of fiveyears from the deemed date of allotment, subject to compliance with the terms specified in the RBI Regulations. TheBank shall exercise “Call Option” as described herein after:-

A) Issuer Call

The issuer may at its sole discretion, having notified the Trustee not less than 21 calendar days prior to the date ofexercise of such issuer call (Which notice shall specify the date fixed for exercise of the issuer Call (The “Issuercall date”), may exercise a call on the outstanding Bonds.


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The Issuer Call, which is discretionary, may or may not be exercised on the fifth anniversary from the Deemed dateof allotment i.e. the fifth Coupon Payment Date or on any Coupon Payment Date thereafter.

Prior approval of RBI will be required.

Further as per RBI guidelines, Bank must not exercise call option unless; the instrument should be replaced withcapital of the same or better quality and the replacement of this capital is done at conditions which are sustainablefor the income capacity of the issuer. Here, replacement of the capital can be concurrent with but not after theinstrument is called.

OR

(i) The Issuer demonstrates that its capital position is well above the minimum capital requirements after the calloption is exercised.

(ii) Here, minimum refers to Common Equity Tier 1 of 8% RWAs (Including capital conservation buffer of 2.5% ofRWAs) and Total Capital of 11.5% of RWAs including any additional capital requirement identified under Pillar 2.

B) Tax Call or Variation

If a Tax Event (As described below) has occurred and continuing, then the issuer may, having notified the Trusteenot less than 21 calendar days prior to the date of exercise of such Tax Call or Variation (Which notice shallspecify the date fixed for exercise of the Tax Call or Variation “Tax Call Date”), may exercise a call on the Bonds orsubstitute the Bonds or vary the terms of the Bonds so that the Bonds have better classification.

A Tax event has occurred if, as a result of any change in, or amendment to, the laws affecting taxation orregulations or rulings promulgated thereunder in India or any change in the official application of such laws,regulations or rulings; the Issuer will no longer be entitled to claim a deduction in respect of computing its taxationliabilities with respect to coupon on Bonds.

The exercise of Tax Call by the Issuer is subject to requirements set out in the applicable RBI Guidelines (asdefined below). RBI will permit the Issuer to exercise the Tax Call only if the RBI is convinced that the issuer wasnot in a position to anticipate the Tax Event at the time of issuance of the Bonds.

C) Regulatory Call or Variation

If a Regulatory Event (As described below) has occurred and continuing, then the issuer may, having notified theTrustee not less than 21 calendar days prior to the date of exercise of such Regulatory Call or Variation (Whichnotice shall specify the date fixed for exercise of the Regulatory Call or Variation “Regulatory Call Date”), mayexercise a call on the Bonds or substitute the Bonds or vary the terms of the Bonds so that the Bonds have betterclassification.

A Regulatory event is deemed to have occurred if there is a downgrade of the Bonds in regulatory classification i.e.Bonds are excluded from the consolidated Tier 1 Capital of the Issuer.The exercise of Regulatory Call by the Issuer is subject to requirements set out in the applicable RBI Guidelines(as defined below). RBI will permit the Issuer to exercise the Regulatory Call only if the RBI is convinced that theissuer was not in a position to anticipate the Regulatory Event at the time of issuance of the Bonds.

35. REDEMPTION

The Bonds shall be perpetual in nature interms of Master Circular No.DBR.No.BP.BC.1/21.06.201/2015-16dated July1, 2015, issued by the Reserve Bank of India on Basel III capital regulations covering terms and conditions for issue ofdebt capital instruments for inclusion as Additional Tier 1 Capital, clarifications thereon issued by RBI vide RBI/2015-16/285 DBR.NO.BP.BC.71/21.06.201/2015-16 dated January 14, 2016 and RBI Circular RBI/2016-17/222DBR.BP.BC.No.50/21.06.201/2016-17 dated 02.02.2017.

36. EVENT OF DEFAULT

Failure on the part of the in making payment of any interest on the Bonds on the respective due dates (except in caseof regulatory requirements prescribed under Applicable RBI Regulations), shall constitute an Event of Default for thepurpose of the Issue.

37. ADDITIONAL COVENANT

a) Default in Payment: In case of default in payment of interest on the due dates (except in case of regulatoryrequirements prescribed under Applicable RBI Regulations), the Bank shall pay additional interest at the rate of


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2.00% p.a. over the Coupon Rate for the defaulting period i.e. the period commencing from and including thedate on which such amount becomes due and upto but excluding the date on which such amount is actuallypaid.

b) Delay in Listing: The Bank shall make listing application to NSE within 15 days from the Deemed Date ofAllotment of the Bonds and seek listing permission within 20 days from the Deemed Date of Allotment ofBonds. In case of delay in listing of the Bonds beyond 20 days from the Deemed Date of Allotment, the Bankshall pay penal interest at the rate of 1.00% p.a. over the Coupon Rate from the expiry of 30 days from theDeemed Date of Allotment till the listing of Bonds to the Bondholder(s).

The interest rates mentioned in covenants (a) and (b) shall be independent of each other.

38. SETTLEMENT/ PAYMENT IN CASE OF CALL OPTION

Payment of interest and repayment of principal amount (In case a call option is exercised) shall be made by the Bankby way of cheque(s)/ interest warrant(s)/ demand draft(s)/ credit through direct credit/ NECS/ RTGS/ NEFTmechanism or any other online facility allowed by the RBI in the name of the Bondholders whose name appear on theList of Beneficial Owners given by Depository to the Issuer as on the Record Date.

The Bonds shall be taken as discharged on payment of the principal amount by the Issuer on the Call Option Date(Incase a call option is exercised)to the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant ason Record Date. Such payment will be a legal discharge of the liability of the Issuer towards the Bondholders. On suchpayment being made, the Issuer shall inform NSDL/ CDSL/ Depository Participant and accordingly the account of theBondholders with NSDL/ CDSL/ Depository Participant shall be adjusted.

The Issuer’s liability to the Bondholders towards all their rights including for payment or otherwise shall cease andstand extinguished from the date of such exercise of Call Option in all events.

39. LIST OF BENEFICIAL OWNERS

The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. Thisshall be the list, which shall be considered for payment of interest or repayment of principal amount (In case a calloption is exercised), as the case may be.

40. SUCCESSION

In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for the timebeing, the Issuer shall recognize the executor or administrator of the deceased Bondholder, or the holder ofsuccession certificate or other legal representative as having title to the Bond(s). The Issuer shall not be bound torecognize such executor or administrator, unless such executor or administrator obtains probate, wherever it isnecessary, or letter of administration or such holder is the holder of succession certificate or other legal representation,as the case may be, from a Court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion,where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legalrepresentation, in order to recognize such holder as being entitled to the Bond(s) standing in the name of thedeceased Bondholder on production of sufficient documentary proof or indemnity.

Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps have to becomplied:a. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was acquired by

the NRI as part of the legacy left by the deceased holder.b. Proof that the NRI is an Indian National or is of Indian origin.

Such holding by the NRI will be on a non-repatriation basis.

41. WHO CAN APPLY

The following categories of investors are eligible to apply for this Issue of Bonds. However, the prospective subscribersmust make their own independent evaluation and judgement regarding their eligibility to invest in the Issue.

a. Insurance Companies,b. Mutual Funds,c. Public Financial Institutions as defined under section 2(72) of the Companies Act, 2013,d. Scheduled Commercial Banks,e. Provident Funds, Gratuity Funds, Superannuation Funds and Pension Funds,f. Co-operative Banks and Regional Rural Banks authorized to invest in bonds/ debentures,


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g. Companies and Bodies Corporate authorized to invest in bonds/ debentures,h. Trusts authorized to invest in bonds/ debentures,i. Statutory Corporations/ Undertakings established by Central/ State legislature authorized to invest in bonds/

debentures.j. Resident Indian Individuals,k. Partnership Firms formed under applicable laws in India in the name of the partners,l. Hindu Undivided Families through Karta

Prospective subscribers must make their own independent evaluation and judgment regarding their eligibility to investin the issue.

All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in theissue of Bonds as per the norms approved by Government of India, Reserve Bank of India or any other statutory bodyfrom time to time.

However, out of the aforesaid class of investors eligible to invest, this Private Placement Offer Letter is intended solelyfor the use of the person to whom it has been sent by the Issuer for the purpose of evaluating a possible investmentopportunity by the recipient(s) in respect of the securities offered herein, and it is not to be reproduced or distributed toany other persons (other than professional advisors of the prospective investor receiving this Private Placement OfferLetter from the Issuer).

42. WHO ARE NOT ELIGIBLE TO APPLY FOR BONDS

This Issue is not being offered to the following categories of investors and any application from such investors will bedeemed an invalid application and rejected:

a. Retail investors;b. Minors without a guardian name,c. Qualified Foreign Investors,d. Foreign Nationals,e. Non Resident Indians,f. Persons resident outside India,g. Venture Capital Funds,h. Alternative Investment Funds,i. Overseas Corporate Bodies andj. Person ineligible to contract under applicable statutory/ regulatory requirements.

43. DOCUMENTS TO BE PROVIDED BY INVESTORS

Investors need to submit the certified true copies of the following documents, along-with the Application Form, asapplicable:

Memorandum and Articles of Association/Constitution/ Bye-laws/ Trust Deed; Board Resolution authorizing the investment and containing operating instructions; Power of Attorney/ relevant resolution/authority to make application; Specimen signatures of the authorized signatories (ink signed), duly certified by an appropriate authority; Government Notification (in case of Primary Co-operative Bank and RRBs); Copy of Permanent Account Number Card (“PAN Card”) issued by the Income Tax Department; Copy of a cancelled cheque for ECS payments; Necessary forms for claiming exemption from deduction of tax at source on interest on application money,

wherever applicable.

44. HOW TO APPLY

This being a private placement Issue, the eligible investors who have been addressed through this communicationdirectly, only are eligible to apply. Applications for the Bonds must be in the prescribed form and completed in BLOCKLETTERS in English and as per the instructions contained therein.

Applications complete in all respects must be submitted before the last date indicated in the issue time table or suchextended time as decided by the Issuer, at any of the designated collection centres, accompanied by the applicationmoney by way of cheque(s)/ demand draft(s) drawn on any bank including a co-operative bank which is situated atand is a member of the Bankers’ clearing house located at a place where the application form is submitted. Theoriginal Applications Forms (along with all necessary documents as detailed in this Private Placement Offer Letter),pay-in slip and other necessary documents should be sent to the Corporate Office of the Issuer on the same day.


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Outstation cheque(s)/ demand draft(s) drawn on bank(s) not participating in the clearing process at the designatedclearing centres will not be accepted. Money orders/postal orders will also not be accepted. Investors in centres, whichdo not have any bank, including a co-operative bank, which is a member or sub member of the banker’s clearinghouse located at the specified centres would be required to make payment only through demand draft payable at anyone of the specified centres. The Issuer assumes no responsibility for any applications/cheques/ demand drafts lost inmail. The entire amount of `10 lakhper Bond is payable on application.

The applicants may make remittance of application money through either of following two modes:

a. Cheque(s)/ demand draft(s)/ bank funds transfer may be drawn in favour of “Allahabad Bank A/c – AT 1Bonds Application Money” and marked “A/c Payee Only” payable at par at any of the CBS branches ofthe Issuer Bank.

b. Electronic transfer of funds through RTGS mechanism for credit as per details given hereunder:Name of the Collecting Banker Allahabad BankAccount Name Allahabad Bank A/c – AT1 Bonds Application MoneyCredit into Current A/c No. 50374988412IFSC Code ALLA0210031Address of the Branch Allahabad Bank, Kolkata Main Branch, Kolkata.Narration Allahabad Bank A/c – AT1 Bonds 2016-17

Applications should be for the number of Bonds applied by the Applicant. Applications not completed in the saidmanner are liable to be rejected. The name of the applicant’s bank, type of account and account number must befilled in the Application Form. This is required for the applicant’s own safety and these details will be printed on therefund orders and interest warrants.

The applicant or in the case of an application in joint names, each of the applicant, should mention his/her PermanentAccount Number (PAN) allotted under the Income-Tax Act, 1961. In case the applicant is not assessed to income tax,the applicant shall mention ‘Not Applicable’ (stating reasons for non-applicability) in the appropriate box provided forthe purpose. Application Forms without this information will be considered incomplete and are liable to be rejected.

Unless the Issuer specifically agrees in writing with or without such terms or conditions it deems fit, a separate singlecheque/ demand draft must accompany each Application Form. Applicants are requested to write their names andApplication Form serial number on the reverse of the instruments by which the payments are made.

All applicants are requested to tick the relevant column “Category of Investor” in the Application Form. Public/ Private/Religious/ Charitable Trusts, Provident Funds and Other Superannuation Trusts and other investors requiring“approved security” status for making investments.

For further instructions about how to make an application for applying for the Bonds and procedure forremittance of application money, please refer to the Summary Term Sheet and the Application Form.

45. FORCE MAJEURE

The Issuer reserves the right to withdraw the issue prior to the Issue Closing Date in the event of any unforeseendevelopment adversely affecting the economic and regulatory environment.

46. APPLICATIONS UNDER POWER OF ATTORNEY

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names andspecimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must belodged along with the submission of the completed Application Form. Further modifications/ additions in the power ofattorney or authority should be notified to the Issuer or to the Registrars or to such other person(s) at such otheraddress(es) as may be specified by the Issuer from time to time through a suitable communication.

47. APPLICATION BY MUTUAL FUNDS

In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an IndianMutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that theapplication made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to thescheme for which the application has been made.


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48. APPLICATION BY PROVIDENT FUNDS, SUPERANNUATION FUNDS AND GRATUITY FUNDS

The applications must be accompanied by certified true copies of (i) Trust Deed/Bye Laws/Resolutions, (ii) Resolutionauthorising investment and (iii) specimen signatures of the authorised signatories. Those desirous of claiming taxexemptions on interest on application money are compulsorily required to submit a certificate issued by the IncomeTax authority along with the Application Form. For subsequent interest payments, such certificates have to besubmitted periodically.

49. ACKNOWLEDGEMENTS

No separate receipts will be issued for the application money. However, the Bankers to the Issue receiving the dulycompleted Application Form will acknowledge receipt of the application by stamping and returning to the applicant theacknowledgement slip at the bottom of each Application Form.

50. BASIS OF ALLOCATION

Beginning from the issue opening date and until the day immediately prior to the issue closing date, full and firmallotment against all valid applications for the Bonds will be made to applicants on a first-come-first-served basis,subject to a limit of the Issue size, in accordance with applicable laws.

If and to the extent, the Issue (including the option to retain oversubscription as decided and finalised by the Issuer) isfully subscribed prior to the issue closing date, no allotments shall be accepted once the Issue is fully subscribed.

Allotment will be done on “day-priority basis”. In case of oversubscription over and above the basic size, the allotmentof such valid applications received on the closing day shall be on pro rata basis. If the proportionate allotment of Bondsto such applicants is not a minimum of one Bond or in multiples of one Bond (which is the market lot), the decimalwould be rounded off to the next higher whole number if that decimal is 0.5 or higher and to the next lower wholenumber if that decimal is lower than 0.5. All successful applicants on the issue closing date would be allotted thenumber of Bonds arrived at after such rounding off.

51. RIGHT TO ACCEPT OR REJECT APPLICATIONS

The Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, withoutassigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, tobe sent. Interest on application money will be paid from the date of realization of the cheque(s)/ demand drafts(s) tillone day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejectedand would not be paid any interest on the application money. Application would be liable to be rejected on one or moretechnical grounds, including but not restricted to:

a. Number of bonds applied for is less than the minimum application size;b. Applications exceeding the issue size;c. Bank account details not given;d. Details for issue of Bonds in electronic/ dematerialized form not given;e. PAN/GIR and IT Circle/Ward/District not given;f. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevantdocuments not submitted;

In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such Bonds will berefunded, as may be permitted.

52. PAN

All applicants should mention their Permanent Account Number allotted under Income Tax Act, 1961 and the IncomeTax Circle/ Ward/ District. In case where the PAN has not been allotted, the fact of such a non-allotment should bementioned in the Application Form in the space provided.

53. SIGNATURES

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by anauthorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal.


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54. NOMINATION FACILITY

As per Section 72 of the Companies Act, 2013, only individuals applying as sole applicant/Joint Applicant cannominate, in the prescribed manner, a person to whom his Bonds shall vest in the event of his death. Non-individualsincluding holders of Power of Attorney cannot nominate.

55. RIGHT OF BONDHOLDER(S)

Bondholder is not a shareholder. The Bondholders will not be entitled to any other rights and privilege of shareholdersother than those available to them under statutory requirements. The Bond(s) shall not confer upon the holders theright to receive notice, or to attend and vote at the General Meeting of the Issuer. The principal amount and interest onthe Bonds will be paid to the registered Bondholders only, and in case of Joint holders, to the one whose name standsfirst.

Besides the above, the Bonds shall be subject to the provisions of the Banking Regulation Act, 1949, as amended, theterms of this bond issue and the other terms and conditions as may be incorporated in the Debenture TrusteeshipAgreement and other documents that may be executed in respect of these Bonds.

56. MODIFICATION OF RIGHTS

The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with theconsent, in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of the Bondsor with the sanction accorded pursuant to a resolution passed at a meeting of the Bondholders, provided that nothingin such consent or resolution shall be operative against the Issuer where such consent or resolution modifies or variesthe terms and conditions of the Bonds, if the same are not acceptable to the Issuer.

57. FUTURE BORROWINGS

The Issuer shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue Bonds/Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to change itscapital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, onsuch terms and conditions as the Issuer may think appropriate, without the consent of, or intimation to, theBondholder(s) or the Trustees in this connection.

58. BOND/ DEBENTURE REDEMPTION RESERVE (“DRR”)

The Ministry of Corporate Affairs, Government of India has vide circular no. 11/02/2012-CL.V(A) dated February 11,2013, clarified that no Debenture Redemption Reserve is required for debentures issued by the Banking Companiesfor both public as well as privately placed debentures. The Bank has appointed a trustee to protect the interest of theinvestors.

59. NOTICES

All notices required to be given by the Issuer or by the Trustees to the Bondholders shall be deemed to have beengiven if sent by ordinary post/ courier to the original sole/ first allottees of the Bonds and/ or if published in one All IndiaEnglish daily newspaper and one regional language newspaper.

All notices required to be given by the Bondholder(s), including notices referred to under “Payment of Interest” shall besent by registered post or by hand delivery to the Issuer or to such persons at such address as may be notified bytheIssuer from time to time.

60. JOINT- HOLDERS

Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same jointly with benefits ofsurvivorship subject to provisions contained in the Companies Act, 2013.

61. DISPUTES & GOVERNING LAW

The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arisingthereof shall be subject to the jurisdiction of district courts of Kolkata.


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62. INVESTOR RELATIONS AND GRIEVANCE REDRESSAL

Arrangements have been made to redress investor grievances expeditiously as far as possible, the Issuer endeavoursto resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue quoting theApplication Number (including prefix), number of Bonds applied for, amount paid on application and details ofcollection centre where the Application was submitted, may be addressed to the Compliance Officer at Corporateoffice of the Issuer. All investors are hereby informed that the Issuer has appointed a Compliance Officer who may becontacted in case of any pre-issue/ post-issue related problems such as non-credit of letter(s) of allotment/ bondcertificate(s) in the demat account, non-receipt of refund order(s), interest warrant(s)/ cheque(s) etc. Contact details ofthe Compliance Officer are given elsewhere in this Private Placement Offer Letter.

63. PURCHASE / FUNDING OF BONDS BY THE BANK

Neither the Bank nor a related party over which the Bank exercises control or significant influence (as defined underrelevant Accounting Standards) shall purchase the Bonds, nor shall the Bank directly or indirectly fund the purchase ofBonds. The Bank shall also not grant advances against the security of the Bonds issued by it.

64. CONDITIONS PRECEDENT TO SUBSCRIPTION OF BONDS

The subscription from applicants shall be accepted for allocation and allotment by the Bank subject to the following:a. Rating letter from India Ratings not being more than one month old from the issue opening date;b. Rating letter from Brickwork Ratings not being more than one month old from the issue opening date;c. Consent letter from the Trustees to act as Trustee to the Bondholder(s);d. Letter from NSE conveying in-principle approval for listing and trading of Bonds.

65. CONDITIONS SUBSEQUENT TO SUBSCRIPTION OF BONDS

The Bank shall ensure that the following documents are executed/ activities are completed as per terms of the PrivatePlacement Offer Letter:

a. Credit of demat account(s) of the Allottee(s) by the number of Bonds allotted within 2 working days from theDeemed Date of Allotment;

b. Making application to NSE within 15 days from the Deemed Date of Allotment to list the Bonds;

Besides, the Bank shall perform all activities, whether mandatory or otherwise, as mentioned in the PrivatePlacement Offer Letter.

X. CREDIT RATING FOR THE BONDS

India Ratings and Research Pvt. Ltd. (India Ratings), vide its letter dated 14th March, 2017, has assigned a creditrating of “IND A; Outlook Stable” for the present issue of Bonds aggregating upto`1000.00crore.Instruments withthis rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Suchinstruments carry very low credit risk. A copy of rating letter fromIndia Ratings is enclosed elsewhere in this PrivatePlacement Offer Letter.

Brickwork Ratings India Pvt. Ltd., vide its letter no. BWR/NCD/HO/ERC/MM/0613/2016-17dated 08th February, 2017has assigned a credit rating of “BWR A” (Outlook: Stable) for the present issue of Bonds aggregating upto`1000.00crore. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing offinancial obligations. Such instruments carry very low credit risk.Brickwork Ratings India Pvt. Ltd., vide its letter no.BWR/NCD/HO/ERC/MM/0659/2016-17dated01st March, 2017 has revalidated said rating assigned to present issue. Acopy of rating letter from Brickwork Ratings India Pvt. Ltd.is enclosed elsewhere in this Private Placement Offer Letter.

At the request of Bank, CRISIL Ltd. vide its letter ALLHBAN/172015/LTB/021700725/2 dated 20.02.2017 haswithdrawn its outstanding Rating (A-/ Negative) assigned to Tier 1 Bonds aggregating to `1000.00 crore under BaselIII as the same was not utilised by the Bank.

Other than the credit ratings mentioned hereinabove, the Bank has not sought any other credit rating from any othercredit rating agency(ies) for the Bonds offered for subscription under the terms of this Private Placement Offer Letter.

The above ratings are not a recommendation to buy, sell or hold securities and investors should take their owndecision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and eachrating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point


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of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis ofnew information etc.

XI. TRUSTEES FOR THE BONDHOLDERS

In accordance with the provisions of (i) Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended,(ii)Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issuedvide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended, and Securities and ExchangeBoard of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014, as amended (iii) Section 71 of the Companies Act, 2013 and (iv)Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 as amended, the Issuer hasappointed Axis Trustee Services Limited, to act as Trustees (“Trustees”) for and on behalf of the holder(s) of theBonds. The address and contact details of the Trustees are as under:

Axis Trustee Services LimitedRegistered Office2nd Floor 'E', Axis HouseBombay Dyeing Mills CompoundPandurang Budhkar MargWorli, Mumbai - 400025Tel No: (022) 24252525Fax No: +91-22-24252525E-mail: [email protected]

A copy of letter from Axis Trustee Services Limited conveying their consent to act as Trustees for the current issueof Bonds is enclosed elsewhere in this Private Placement Offer Letter.

The Issuer hereby undertakes that a Debenture Trusteeship Agreement shall be executed by it in favour of theTrustees within period permissible under applicable laws. The Debenture Trusteeship Agreement shall contain suchclauses as may be prescribed under section 71 of the Companies Act, 2013 and those mentioned in Schedule IV ofthe Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 as amended. Further, theDebenture Trusteeship Agreement shall not contain a clause which has the effect of (i) limiting or extinguishing theobligations and liabilities of the Trustees or the Issuer in relation to any rights or interests of the holder(s) of theBonds, (ii) limiting or restricting or waiving the provisions of the Securities and Exchange Board of India Act, 1992 (15of 1992); Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Securitiesand Exchange Board of India (Issue and Listing of Debt Securities)(Amendment)Regulations, 2012, Securities andExchange Board of India (Issue and Listing of Debt Securities)(Amendment)Regulations, 2014 and circulars,regulations or guidelines issued by SEBI and(iii) indemnifying the Trustees or the Issuer for loss or damage caused bytheir act of negligence or commission or omission.

The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to theTrustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of orrelating to the Bonds as the Trustees may in their absolute discretion deem necessary or require to be done in theinterest of the holder(s) of the Bonds. Any payment made by the Issuer to the Trustees on behalf of the Bondholder(s)shall discharge the Issuer pro tanto to the Bondholder(s). The Trustees shall protect the interest of the Bondholders inthe event of default by the Issuer in regard to timely payment of interest and repayment of principal and shall takenecessary action at the cost of the Issuer. No Bondholder shall be entitled to proceed directly against the Issuerunless the Trustees, having become so bound to proceed, fail to do so.

The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trustreposed in the Trustees by the holder(s) of the Bonds and shall further conduct itself, and comply with the provisionsof all applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicableto the Trustees. The Trusteesshall carry out its duties and perform its functions as required to discharge its obligationsunder the terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees)Regulations, 1993 as amended, the Debenture Trusteeship Agreement, Private Placement Offer Letter and all otherrelated transaction documents, with due care, diligence and loyalty.

The Trustees shall be vested with the requisite powers for protecting the interest of holders of the Bond including butnot limited to the right to appoint a Nominee director on the Board of the Bank in consultation with institutional holders


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of such bonds. The Trustees shall ensure disclosure of all material events on an on-going basis.

The Bank will disclose the complete name and address of the Bond Trustee in its Annual Report. The Issuer shall tillthe redemption of Bond submit its latest audited / limited review consolidated (wherever available) and standalonefinancial information such as statement of profit & loss, Balance Sheet and Cash Flow statement and Auditor’squalifications if any, to the trustees within the time lines as mentioned in Uniform Listing Agreement prescribed bySEBI vide Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015. Besides, the Issuer shall within 180 days fromthe end of the financial year submit a copy of the latest annual report to the Trustees and the Trustees shall be obligedto share the details so submitted with all the QIB’s within two working days of their request.

XII. STOCK EXCHANGE WHERE BONDS ARE PROPOSED TO BE LISTED

The Bonds are proposed to be listed on the Wholesale Debt Market (WDM) segment of National Stock Exchange ofIndia Limited (“NSE”).NSE shall be the designated stock exchange for the purpose of present Issue of Bonds. TheIssuer has made an application to NSE for seeking its in-principle approval for listing of Bonds offered under the termsof this Private Placement Offer Letter.

In terms of sub-section (1) of Section 40 of the Companies Act, 2013, the Issuer shall make an application to NSEalong with applicable disclosures within 15 days from the Deemed Date of Allotment of the Bonds to list the Bonds tobe issued and allotted under this Private Placement Offer Letter. The Issuer shall complete all the formalities and seeklisting permission within 20 days from the Deemed Date of Allotment.

In connection with listing of Bonds with NSE, the Issuer hereby undertakes that:

(a) It shall comply with the conditions of listing as specified in the Listing Agreement;

(b) The credit rating(s) obtained for the Bonds shall be got periodically reviewed by the credit rating agency(ies) andany revision in the rating(s) shall be promptly disclosed by the Issuer to NSE;

(c) Any change in credit rating(s) shall be promptly disseminated to the Bondholder(s) in such manner as NSE maydetermine from time to time;

(d) The Issuer, the Trustees and NSE shall disseminate all information and reports on the Bonds includingcompliance reports filed by the Issuers and the Trustees regarding the Bonds to the Bondholder(s) and thegeneral public by placing them on their websites;

(e) Trustees shall disclose the information to the Bondholder(s) and the general public by issuing a press releaseand placing on the websites of the Trustees, the Issuer and NSE, in any of the following events:

(i) Default by Issuer to pay interest on the Bonds or redemption amount (In case of exercise of Call Option bythe Issuer);

(ii) Revision of the credit rating(s) assigned to the Bonds.

(f) The Issuer shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly consolidated(wherever available) and standalone financial information such as Statement of Profit & Loss, Balance Sheetand Cash Flow Statement and auditor qualifications, if any, to the Trustees within the timelines as mentioned inUniform Listing Agreement issued by SEBI vide circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015.Besides, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annualreport to the Trustees and the Trustees shall be obliged to share the details so submitted with all QualifiedInstitutional Buyers (“QIBs”) and other existing Bondholder(s) within two working days of their specific request.

XIII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

By very nature of its business, the Issuer is involved in a large number of transactions involving financial obligationsand therefore it may not be possible to furnish details of all material contracts and agreements involving financialobligations of the Issuer. However, the contracts referred to in Para A below (not being contracts entered into in theordinary course of the business carried on by the Issuer) which are or may be deemed to be material have beenentered into by the Issuer. Copies of these contracts together with the copies of documents referred to in Para B maybe inspected at the Head Office of the Issuer between 10.00 a.m. and 2.00 p.m. on any working day until the issueclosing date.


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A. MATERIAL CONTRACTS

a. Copy of letter appointing Registrars and copy of MoU entered into between the Issuer and the Registrars.b. Copy of letter appointing Trustees to the Bondholders.

B. DOCUMENTS

a. The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, as amended from time to time.b. Board resolution dated12.08.2016, authorizing issue of Bonds offered under terms of this Private Placement

Offer Letter.c. Letter of consent from the Trustees for acting as trustees for and on behalf of the holder(s) of the Bonds.d. Letter of consent from the Registrar for acting as Registrar to the Issue.e. Application made to the NSE for grant of in-principle approval for listing of Bonds.f. Letter from India Ratings and Research Pvt. Ltd. conveying the credit rating for the Bonds.g. Letter from Brickwork Ratings India Pvt. Ltd. conveying the credit rating for the Bonds.h. Tripartite Agreement between the Issuer, NSDL and Registrars for issue of Bonds in dematerialized form.i. Tripartite Agreement between the Issuer, CDSL and Registrars for issue of Bonds in dematerialized form.

XIV. DECLARATION

The Issuer undertakes that this Private Placement Offer Letter contains full disclosures in accordance with Securitiesand Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended upto date.

The Issuer also confirms that this Private Placement Offer Letter does not omit disclosure of any material fact whichmay make the statements made therein, in light of the circumstances under which they are made, misleading. ThePrivate Placement Offer Letter also does not contain any false or misleading statement.

Neither the issuer nor any of its Promoter or Directors is a wilful defaulter as defined under Regulation 2 (1) (zn) ofSEBI (ICDR) Regulations, 2009 as amended.

The Issuer accepts no responsibility for the statement made otherwise than in the Private Placement Offer Letter or inany other material issued by or at the instance of the Issuer and that any one placing reliance on any other source ofinformation would be doing so at his own risk.


COPY OF RATING LETTER FROMINDIA RATINGS & RESEARCH PVT. LTD.


COPY OF RATING LETTER FROM BRICKWORK RATINGS INDIA PVT. LTD.


COPY OF CONSENT LETTER FROM AXIS TRUSTEE SERVICES LIMITED


ALLAHABAD BANK(A Government of India Undertaking)Head Office: 2, Netaji Subhas Road, Kolkata 700 001Tel.: (033) 22420899, 22104018, 22420878; Fax: (033) 22623279

APPLICATION FORM FOR 11.15% ALLAHABAD BANK BASEL III AT 1 PERPETUALBONDS SERIES 1To,Allahabad Bank, Head Office: 2, Netaji Subhas Road, Kolkata- 700 001

Dear Sir,

"By making this application, I / We acknowledge that I/We have read, understood and agreed to the contents and terms andconditions of issue of 11.15% Allahabad Bank Basel III AT 1 Perpetual Bonds Series 1as disclosed in Private PlacementOffer Letter Dated March 14, 2017, i/we hereby apply for allotment to me/us, of the under mentioned Bonds (hereinafterreferred to as “Bonds”), out of the Private Placement Issue. I/We irrevocably give my/ our authority and consent to AxisTrustee Services Ltd., to act as my/our Trustees and for doing such acts and signing such documents as may be necessaryto carry out their duties in the said capacity. The amount payable on application as shown below is remitted herewith. I/Wenote that the Bank is entitled in its sole and absolute discretion to accept or reject this application in whole or in part withoutassigning any reason whatsoever.I/We confirm that I/we have not received and will not receive any commission or brokerage or any other incentive in any form, directly or indirectly, forsubscribing to the Issue.APPLICANT’S DETAILS (PLEASE READ CAREFULLY THE INSTRUCTIONS ON THE NEXT PAGE BEFORE FILLING UP THIS FORM)

SOLE/FIRST APPLICANT’S NAME IN FULL SIGNATORY/AUTHORISED SIGNATORY

SECOND APPLICANT’S NAME

THIRD APPLICANT’S NAME

ADDRESS (Do not repeat name) (Post Box No. alone is not sufficient)

TEL FAX PIN CODE

SOLE/ FIRST APPLICANT CATEGORY (Tick one) INVESTMENT DETAILS Scheduled Commercial Bank Face Value/ Issue Price `10,00,000/- (Rupees Ten Lakh Only) per Bond Financial Institution Minimum Application 100 Bond Insurance Company Tenure Perpetual Primary/ State/ District/ Central Co-operative Bank Coupon Rate 11.15% p.a. Regional Rural Bank Interest Payment Annual Mutual Fund Amount payable per Bond (i) `10,00,000/- Company/ Body Corporate No. of Bonds Applied For (ii) Provident/ Gratuity/ Superannuation Fund Total Amount Payable (`) (in fig) (i) x (ii) Others (please specify) – Total Amount Payable (`) (in words)

PAYMENT DETAILSTotal Amount Payable Cheque/ Demand Draft No.& Date

(`in figures) (`. in words) Drawn on (Name of the Bank)BranchRTGS UTR No.(If applicable)

Applicants can alternatively remit their application money by way of RTGS credit in the account of “Allahabad Bank A/c – Additional Tier 1 Bonds ApplicationMoney” A/c no.-50374988412,Allahabad Bank, Kolkata Main Branch Kolkata IFSC Code No. “ALLA0210031”SOLE/ FIRST APPLICANT’S BANK DETAILS (Ref. Instructions) INCOME TAX DETAILS (Ref. Instructions)

Bank Name& Br. Sole/ First Applicant Second Applicant Third ApplicantA/C Number PAN No.IFSC CodeMICR CodeType of Account Savings Current Others

TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTIONName of the Authorised Signatory(ies) Designation Signature1. 1.2. 2.3. 3.4. 4.

DETAILS FOR ISSUE OF BONDS IN ELECTRONIC/ DEMATERIALISED FORM APPLICANT’S SIGNATURE(S)Depository Name (please tick) NSDL CDSL Sole/ First ApplicantDepository Participant NameDP-ID NumberClient-ID Second ApplicantName of the ApplicantOther Detail, if any Third Applicant

-------------*-------------*-----------*-----------*-------------*------------*-----------*-----------(Tear Here)-----------*-------------*-------------*-----------*-----------*-----------* -------------*------------ACKNOWLEDGEMENT SLIP

ALLAHABAD BANK(To be filled in by the Applicant)Received from_________________________________________________________________Address______________________________________________________________________an application for ___________ Bonds vide Cheque/ Demand Draft No. ___________________Drawn on____________________________or RTGS UTR No.___________________________Dated____________ amounting to ` _____________________________________________.Note: Cheque(s) are subject to realisation.

All future communication in connection with this application should beaddressed to the Registrars: M/s. Maheshwari Datamatics Pvt. Ltd.(Address: R.O 6, Mangoe Lane, (Surendra Mohan GhoshSarani), 2nd Floor,Kolkata-700 001; Tel No. (033) 22435809/5029; Fax No. (033) 22484787)quoting full name of Sole/ First Applicant, , Number of Bonds applied for,Date, Bank and Branch where the application was submitted and Cheque/Demand Draft Number and Issuing Bank, RTGS UTR No.

For Office Use OnlyDate of Receipt of Application

/ 0 3 / 1 7

Date of Clearance ofCheque/RTGS

/ 0 3 / 1 7

IMPORTANT INSTRUCTIONS

1. Application forms must be completed in BLOCK CAPITAL LETTERS IN ENGLISH. A blank space mustbe left between two or more parts of the name.

A B C D E L T D

Signatures should be made in English or in any other Indian languages. Thumb impressions must beattested by an authorized official of a Bank or by a Magistrate/ Notary Public under his/ her official seal.

2. Application forms duly completed in all respect must be submitted to the respective Collecting Banker.Cheque(s)/ Demand Draft(s) should be drawn in favour of “Allahabad Bank A/c – Additional Tier 1 BondsApplication Money” and crossed “Account Payee Only”. Cheque(s)/ Demand draft(s) may be drawn onany bank including a co-operative bank, which is a member or a sub-member of the Banker’s ClearingHouse located at Mumbai.

3. Applicants can alternatively remit the application money by way of electronic transfer of funds throughRTGS mechanism for credit in the account of “Allahabad Bank A/c – Additional Tier 1 BondsApplication Money”, A/c No.-50374988412,Allahabad Bank, Kolkata Main Branch IFSC Code No.“ALLA0210031”.

4. Outstation cheques, cash, money orders, postal orders and stock invest shall not be accepted.

5. As a matter of precaution against possible fraudulent encashment of interest warrants due toloss/misplacement, applicants are advised to mention the full particulars of their bank details, asspecified in the Application Form. Interest warrants will then be issued in favour of the bondholders withmentioned of the bank details as mentioned in the application form. In case the full particulars are notgiven, cheques will be issued in the name of the applicant at his/ her risk. The Bond interest will also bepaid through NEFT/RTGS to respective Bondholders as per Bank details provided by them.

6. Receipt of applications will be acknowledged by the respective Collecting Branch of the Bank in the“Acknowledgment Slip”, appearing below the Application Form. No separate receipt will be issued.

7. All applicants should mention their Permanent Account Number allotted to them by income taxauthorities, promptly at the appropriate place in the application form. The copy of the PAN card must beattached along with the application form.

8. The application would be accepted as per the terms of the Scheme outlined in the Private PlacementOffer Letter dated March 14, 2017.

ADDRESSES OF COLLECTING BRANCHES OF THE BANK

Centre Branch Address STD Code Telephone No. Fax No.Kolkata 14 India Exchange Place,

Kolkata- 700001033 22308992,

2230502822303015

New Delhi 17, Parliament Street, NewDelhi

011 23368007,23361286

23363694

Mumbai 37, Mumbai SamacharMarg 022 22655739,22810361

22661935

Chennai 40/41, Mount Road, Chennai,Tamilnadu- 600002

044 28585641,28516194

28525535

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