Housing Development Finance : 45th AGM Notice

FORTY FIFTH ANNUAL REPORT 2021-22

HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

Regd. Office: Ramon House, H. T. Parekh Marg, 169, Backbay Reclamation, Churchgate, Mumbai 400 020 Corp. Office: HDFC House, H. T. Parekh Marg, 165-166, Backbay Reclamation, Churchgate, Mumbai 400 020 Corporate Identity Number: L70100MH1977PLC019916, Phone No.: [phone]

Notice

Website: www.hdfc.com, E-mail: [e-mail]

NOTICE IS HEREBY GIVEN THAT THE FORTY FIFTH ANNUAL GENERAL MEETING OF HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED (THE "CORPORATION") WILL BE HELD ON THURSDAY, JUNE 30, 2022, AT 2:00 P.M., THROUGH TWO-WAY VIDEO CONFERENCE TO TRANSACT THE FOLLOWING BUSINESSES:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

1. the audited financial statements of the Corporation for the financial year ended March 31, 2022 together with the reports of the Board of Directors and Auditors thereon; and
2. the audited consolidated financial statements for the financial year ended March 31, 2022 together with the report of the Auditors thereon.

1. To declare dividend on equity shares for the financial year ended March 31, 2022.
2. To appoint a Director in place of Mr. V. Srinivasa Rangan (DIN: 00030248), who retires by rotation and, being eligible, offers himself for re-appointment.
3. To fix the annual remuneration of Messrs S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005 issued by The Institute of Chartered Accountants of India), Joint Statutory Auditors of the Corporation at ` 3,15,00,000 (Rupees Three crore Fifteen lac only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the statutory audit of the accounts of the Corporation for the financial year 2022-23 and for such years thereafter till the same is revised, subject to fulfillment of the eligibility norms by such Joint Statutory Auditors in each financial year of their appointment.
4. To fix the annual remuneration of Messrs G. M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W issued by The Institute of Chartered Accountants of India), Joint Statutory Auditors of the Corporation at ` 2,10,00,000 (Rupees Two crore Ten lac only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the statutory audit of the accounts of the Corporation for the financial

year 2022-23 and for such years thereafter till the same is revised, subject to the fulfillment of the eligibility norms by such Joint Statutory Auditors in each financial year of their appointment.

SPECIAL BUSINESS:

6. To consider, and if thought fit, to pass the following resolution as a Special Resolutionfor re-appointment of Mr. Deepak S. Parekh, as a Non-Executive Director of the Corporation:

"RESOLVED THAT pursuant to the applicable provisions of Companies Act, 2013 and in terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any amendment, modification, variation or re-enactment thereof for the time being in force, Mr. Deepak S. Parekh (DIN: 00009078), who retires by rotation and, being eligible, offers himself for re-appointment be and is hereby re-appointed as a non-executive director of the Corporation liable to retire by rotation."

7. To consider, and if thought fit, to pass the following resolution as a Special Resolutionfor re-appointment of

Ms. Renu Sud Karnad as the Managing Director of the

Corporation:

"RESOLVED THAT pursuant to the provisions of Sections 196, 203 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Schedule V to the Act, including any amendment, modification, variation or re-enactment thereof and the Articles of Association of the Corporation, approval of the Members of the Corporation be and is hereby accorded to the re-appointment of Ms. Renu Sud Karnad (DIN:00008064) as the Managing Director of the Corporation for a period of 2 (two) years with effect from September 3, 2022, who shall be liable to retire by rotation, upon the terms and conditions including those relating to remuneration more specifically set out in the statement pursuant to Section 102(1) of the Act, annexed to this Notice."

1

"RESOLVED FURTHER THAT the Board of Directors of the Corporation (hereinafter referred to as the "Board" which term shall be deemed to include the Nomination and Remuneration Committee of Directors duly constituted by the Board to exercise its powers conferred by this resolution) be and is hereby authorised to alter and vary the terms and conditions of the said re-appointment including authority, from time to time, to determine the amount of salary and commission as also the nature and amount of perquisites, other benefits and allowances payable to Ms. Renu Sud Karnad in such manner as may be agreed to between the Board and Ms. Karnad, subject to the maximum limit approved by the Members of the Corporation in this regard and the limits prescribed under Section 197 of the Act including any amendment, modification, variation or re-enactment thereof and to do all such acts, deeds, matters and things and execute all such agreements, documents, instruments and writings as may be required in relation to the said re-appointment as it may in its sole and absolute discretion deem fit, to give effect to this resolution."

8. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolutionfor approval of Related Party Transactions with HDFC Bank Limited, an associate company of the Corporation:

"RESOLVED THAT pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and any other applicable provisions, including any amendment, modification, variation or re-enactment thereof, the Members of the Corporation do hereby accord their approval to the Board of Directors of the Corporation (hereinafter referred to as the "Board" which term shall be deemed to include the Audit and Governance Commitee of Directors duly constituted by the Board to exercise its powers conferred by this resolution), for carrying out and/or continuing with arrangements and transactions (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) from the conclusion of this Annual General Meeting till the conclusion of the 46th Annual General Meeting of the Corporation with HDFC Bank Limited ("HDFC Bank"), being a related party, whether by way

of renewal(s) or extension(s) or modification(s) of earlier arrangements/transactions or otherwise including the following transactions, subject to applicable regulations:

1. routine banking transactions;
2. sourcing of home loans for the Corporation by HDFC Bank against the consideration of commission agreed upon or as may be mutually agreed upon from time to time;
3. assignment/securitisation of such percentage of home loan sourced by HDFC Bank or others, agreed upon or as may be mutually agreed upon from time to time;
4. servicing of home loans assigned/ securitised against the consideration agreed upon or as may be mutually agreed upon, from time to time;
5. availing of any loans, advances, credit facilities, or any other form of fund-based facilities, guarantees, letters of credit, or any other form of non-fund based facilities on such terms and conditions as per the applicable policies of HDFC Bank;
6. transactions in derivatives wherein HDFC Bank would be the authorised dealer in foreign exchange;
7. Repo/Reverse Repo transactions; and
8. any other transactions including those more specifically set out in the statement pursuant to Section 102(1) of the Companies Act, 2013, annexed to this Notice, including but not limited to placing of fixed deposits, receipt of dividend and issuance of non-convertible debentures,

notwithstanding that all the above transactions individually or in aggregate, may exceed the limits prescribed under the Listing Regulations or any other materiality threshold as may be applicable, from time to time."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all such agreements, documents, instruments and writings as may be required, with power to settle all questions, difficulties or doubts that may arise in relation to the above as it may in its sole and absolute discretion deem fit and to delegate all or any of its powers herein conferred to any Committee of Directors and/or director(s) and/or officer(s) of the Corporation, to give effect to this resolution."

2

FORTY FIFTH ANNUAL REPORT 2021-22

9. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolutionfor approval of Related Party Transactions with HDFC Life Insurance Company Limited, an associate company of the Corporation:

"RESOLVED THAT pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and any other applicable provisions, including any amendment, modification, variation or re-enactment thereof, the Members of the Corporation do hereby accord their approval to the Board of Directors of the Corporation (hereinafter referred to as the "Board" which term shall be deemed to include the Audit and Governance Commitee of Directors duly constituted by the Board, to exercise its powers conferred by this resolution), for carrying out and/ or continuing with arrangements and transactions (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) during the financial year 2022-23, with HDFC Life Insurance Company Limited ("HDFC Life"), being a related party, whether by way of renewal(s) or extension(s) or modification(s) of earlier arrangements/ transactions or otherwise including the following transactions, subject to applicable regulations:

1. receipt of dividend;
2. investment in equity shares;
3. issuance of non-convertible debentures and transactions incidental thereto; and
4. any other transactions including but not limited to reimbursement of expenses and receipt of name usage fees, if any,

notwithstanding that all these transactions individually or in aggregate, may exceed the limits prescribed under the Listing Regulations or any other materiality threshold as may be applicable, from time to time."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all such agreements, documents, instruments and writings as may be required, with power to settle all questions, difficulties or doubts that may arise in relation

to the above as it may in its sole and absolute discretion deem fit and to delegate all or any of its powers herein conferred to any Committee of Directors and/or director(s) and/or officer(s) of the Corporation, to give effect to this resolution."

10. To consider, and if thought fit, to pass the following resolution as a Special Resolutionfor issuance of Redeemable Non-Convertible Debentures and/or other hybrid instruments on a private placement basis:

"RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013, the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 ("RBI-HFC Directions"), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment, modification, variation or re-enactment thereof and other applicable guidelines, directions or laws, the approval of the Members of the Corporation be and is hereby accorded to the Board of Directors of the Corporation (hereinafter referred to as the "Board" which term shall be deemed to include any committee(s) constituted/to be constituted by the Board, from time to time, to exercise its powers conferred by this resolution), to issue Redeemable Non-Convertible Debentures ("NCDs") secured or unsecured and/or any other hybrid instruments (not in the nature of equity shares) which may or may not be classified as being Tier

1. capital under the provisions of RBI-HFC Directions for cash either at par or premium or at a discount to the face value, for an aggregate amount not exceeding ₹ 1,25,000 crore (Rupees One lac Twenty Five thousand crore only) under one or more shelf disclosure document(s) and/or under one or more letter(s) of offer as may be issued by the Corporation and in one or more series, during a period of one year commencing from the date of this Annual General Meeting, on a private placement basis and on such terms and conditions as the Board may deem fit and appropriate for each series, as the case may be; provided however that the borrowings including by way of issue of NCDs and/or any other hybrid instruments shall be within the overall

3

limit of borrowings as approved by the Members of the Corporation, from time to time."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all such agreements, documents, instruments and writings as may be required, with power to settle all questions, difficulties or doubts that may arise in relation to the above as it may in its sole and absolute discretion deem fit and to delegate all or any of its powers herein conferred to any Committee of Directors and/or director(s) and/or officer(s) of the Corporation, to give effect to this resolution."

	By Order of the Board
	Ajay Agarwal
MUMBAI	Company Secretary
May 2, 2022	FCS: 9023

NOTES:

1. The Corporation has appointed Link Intime India Private Limited (Link Intime), a SEBI Registered Category - I Registrar and Share Transfer Agent, having Registration no. INR000004058 as its Registrar and Share Transfer Agent with effect from April 1, 2022 and consequently, the existing in-house share transfer facility has been withdrawn from the said date. In view of the above arrangement, we request you to send/deliver all documents/correspondence/queries for transmission, dematerialisation, rematerialisation, loss of share certificates, non-receipt of dividend and various other investor services in respect of the Corporation's securities to the below mentioned address:
   Registrar and Share Transfer Agent
   Link Intime India Private Limited
   Unit: Housing Development Finance Corporation Limited C-101, 247 Park, L.B.S. Marg,
   Vikhroli (West), Mumbai-400 083. Tel. no.: [phone],
   E-mail : [e-mail]
   Website: www.linkintime.co.in

1. In accordance with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020 read with General Circular No. 02/2021 dated January 13, 2021, General Circular No. 19/2021 dated December 8, 2021 and General Circular No. 21/2021 dated December 14, 2021 issued by the Ministry of Corporate Affairs (MCA) (hereinafter collectively referred to as "MCA circulars"), applicable provisions of the Companies Act, 2013 and the rules made thereunder and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Corporation would be providing a two-way Video Conference (VC) facility in order to provide an opportunity to all its Members to participate virtually at this AGM.
2. The Corporation has availed the services of National Securities Depository Limited ("NSDL") for providing VC facility and e-voting.

1. Process for e-voting and participation at the AGM through
   VC

A. E-voting

In compliance with the provisions of Regulation 44 of the Listing Regulations, Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, MCA circulars and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, the Corporation is providing a facility to all its Members to enable them to cast their vote on the resolutions listed in this Notice by electronic means i.e. remote e-voting prior to the AGM and also during the AGM (for those Members who have not exercised their votes through remote e-voting).

SEBI vide circular SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, has enabled e-voting for all the individual demat account holders by way of a single login credential through their demat accounts and/or website of the depositories/depository participants (DP), in an attempt to increase the participation of the shareholders as also improve the efficacy of the voting process.

4

1. Process for remote e-voting

Individual Shareholders holding shares in electronic form

Shareholders holding shares in physical form or shareholders

other than individual

NSDL

CDSL

Login through DP

M e m b e r s

a l r e a d y

Members not registered for

Members who have opted

Members not registered for

M e m b e r s

c a n

a l s o

Visit the e-Voting website of NSDL at https://www.evoting.nsdl.com either on a

registered for NSDL IDeAS

NSDL IDeAS facility

for Easi/Easiest facility

Easi/Easiest facility

login using the

login

Personal Computer or on a mobile.

facility

credentials of their demat

account through their DP

registered

with NSDL/

CDSL for e-Voting facility.

Please visit the e-Services

M ay reg i ster at th e

Please click on https://

May register at the option

After login, you will be

Click on "Shareholder/Member" login.

website of NSDL: https://

option available at https://

w e b . c d s l i n d i a . c o m /

available at https://

able to see e-voting

eservices.nsdl.com either

e s e r v i c e s . n s d l . c o m .

myeasi/home/login or

w e b . c d s l i n d i a . c o m /

option. Click on e-voting

on a Personal Computer

Select "Register Online

www.cdslindia.com and

myeas i /Reg i strati on/

option.

or on a mobile

for IDeAS" Portal or click

click on login-New System

EasiRegistration

at

https://eservices.

Myeasi.

nsdl . com/SecureWeb/

IdeasDirectReg.jsp

FORTY

Click on the "Beneficial

Alternatively, the Members

Kindly enter your USER ID

Alternatively, the Member

A f t e r s u c c e s s f u l

Kindly enter your User ID and Password/OTP/Verification Code as shown on the

Owner"

icon

under

may visit the e-Voting

and Password.

can directly access e-Voting

authentication, you will

screen.

"Login" which is available

web s i te of N S D L a t

page by providing Demat

be redirected to NSDL/

under "IDeAS"

section

https://www.evoting.nsdl.

Account Number and

CDSL Depository

site,

Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at

FIFTH

on the

homepage of

com either on a Personal

PAN No. from a link in www.

wherein you can

see

https://eservices.nsdl.com with your existing IDeAS login. Once you log-in to NSDL

e-services.

Computer or on a mobile.

cdslindia.com home page.

e-voting feature.

eservices after using your log-in credentials, Click on e-votingservices. Click on

"Access to e-voting" under e-Voting services and you will be able to see e-voting page.

ANNUAL

Kindly enter your User ID

Click on "Shareholder/

After successful login

An OTP will be sent on the

Manner of holding shares i.e. Demat mode (NSDL or CDSL) or Physical mode and

and Password.

Member" login.

of Easi/Easiest, you will

registered Mobile number

the USER ID is:

be also able to see the

and e-mail id for user

E-Voting Menu.

authentication.

REPORT

be able to see e-voting

account number held with

8 Character DP ID followed

16 Digit Beneficiary

ID

EVEN i.e.

119828+

A f t e r s u c c e s s f u l

Kindly enter your User ID

NSDL

CDSL

Physical

authentication,

you will

(i.e. your 16 digit demat

services.

NSDL), Password/OTP

by 8 Digit Client ID

(For example

if your

Folio Number registered

2021

and a Verification Code as

DP ID is IN300*** and

1 2 * * * * * * * * * * * * * *

(For

example, if your

shown on the screen and

(For example, if your

B e n e f i c i a r y

I D

i s

with

the

Corporation

Click on Login.

Client ID is 12******

then your user ID is

Folio Number is 001***

-

22

A f t e r s u c c e s s f u l

then your user ID is

12**************).

and

EVEN

is 119828

authentication,

you will

IN300***12******).

then your user ID is

be

redirected

to NSDL

119828******).

Depository site wherein you

can see e-voting services.

After successful login as mentioned above, you will be able to see all the companies

Click on "Access to e-voting" under e-Voting services

Click on the link of e-voting service provider i.e. NSDL.

"EVEN" in which you are holding shares and whose voting cycle and General meeting

and you will be able to see e-Voting page.

is in active status.

Click on options available against Housing Development Finance Corporation Limited or e-voting service provider i.e. NSDL and you will

Select "EVEN" of Housing Development Finance Corporation Limited i.e. 119828.

be re-directed to NSDL e-voting website for casting your vote during the remote e-voting period or joining virtual meeting & voting during

the meeting.

5