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    500010   INE001A01036

HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

(500010)
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Housing Development Finance : Postal Ballot Notice - October 7, 2021

10/09/2021 | 03:22am EST

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.: +91-22-66316000

Website: www.hdfc.com, E-mail: investorcare@hdfc.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of

the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020 and 10/2021 dated June 23, 2021 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as "MCA circulars") and other applicable laws, rules and regulations, that approval of the Members of Housing Development Finance Corporation Limited (the "Corporation") through Postal Ballot (voting through electronic means only i.e. e-voting) is being sought in respect of the resolutions set out hereinafter.

A statement pursuant to Section 102 of the Companies Act, 2013 read with the rules framed thereunder pertaining to the said resolutions, setting out material facts and the reasons thereof is appended hereto for your consideration.

1. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolutionfor the appointment of Mr. Rajesh Narain Gupta as an Independent Director of the Corporation:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and any other applicable rules made thereunder read with Schedule IV to the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment, modification, variation or re-enactment thereof, the

Articles of Association of the Corporation and on the basis of the recommendation and approval of the Nomination and Remuneration Committee of Directors and the Board of Directors of the Corporation respectively and in respect of whom the Corporation has received notices under Section 160 of the Companies Act, 2013, Mr. Rajesh Narain Gupta (DIN: 00229040) be and is hereby appointed as an Independent Director of the Corporation for a period of 5 (five) consecutive years with effect from August 2, 2021 up to August 1, 2026 AND THAT he shall not be liable to retire by rotation during the above period of appointment."

2. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolutionfor the appointment of Mr. P. R. Ramesh as a Director (Non-ExecutiveNon-Independent) of the Corporation:

"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and any other applicable rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment, modification, variation or re-enactment thereof and the Articles of Association of the Corporation, Mr. P. R. Ramesh (DIN: 01915274), who was appointed as an Additional Director of the Corporation with effect from August 2, 2021 and in respect of whom the Corporation has received notices under Section 160 of the Companies Act, 2013, be and is hereby appointed as a Director (Non-ExecutiveNon-Independent) of the Corporation, liable to retire by rotation."

3. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolutionfor the appointment of Messrs S.R. Batliboi & Co. LLP as one of the Joint Statutory Auditors and to fix their remuneration:

"RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014 and the Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including Housing Finance Companies) dated April 27, 2021 issued by the Reserve Bank of India ("RBI") and Frequently Asked Questions dated June 11, 2021 ("RBI Guidelines"), including any amendment, modification, variation or re-enactment thereof, on the basis of recommendation of the Audit and Governance Committee of Directors and the Board of Directors of the Corporation, Messrs S.R. Batliboi

  • Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005 issued by The Institute of Chartered Accountants of India) be and are hereby appointed as one of the Joint Statutory Auditors of the Corporation for a period of 3 (three) consecutive years to hold office with effect from the date of passing of this resolution until the conclusion of the 47th Annual General Meeting of the Corporation, subject to their continuity of fulfilment of the applicable eligibility norms, for a fee of ` 1,90,00,000 (Rupees One crore Ninety lac only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the audit of the accounts of the Corporation for the financial year 2021-22."

1

4. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolutionfor the appointment of Messrs G. M. Kapadia & Co., as one of the Joint Statutory Auditors and to fix their remuneration:

"RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014 and the Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including Housing Finance Companies) dated April 27, 2021 issued by the Reserve Bank of India ("RBI") and Frequently Asked Questions dated June 11, 2021 ("RBI Guidelines"), including any amendment, modification, variation or re-enactment thereof, on the basis of recommendation of the Audit and Governance Committee of Directors and the Board of Directors of the Corporation, Messrs G. M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W issued by The Institute of Chartered Accountants of India) be and are hereby appointed as one of the Joint Statutory Auditors of the Corporation for a period of 3 (three) consecutive years to hold office with effect from the date of passing of this resolution until the conclusion of the 47th Annual General Meeting of the Corporation, subject to their continuity of fulfilment of the applicable eligibility norms, for a fee of

  • 1,25,00,000 (Rupees One crore Twenty Five lac only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the audit of the accounts of the Corporation for the financial year 2021-22."

By Order of the Board

Ajay Agarwal

MUMBAI

Company Secretary

October 7, 2021

FCS: 9023

NOTES:

  1. A statement for the proposed resolutions pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts, is annexed hereto and forms part of this Notice.
  2. In view of the ongoing COVID-19 pandemic and the extant provisions of MCA circulars, the Corporation would be sending this Postal Ballot Notice only through e-mail to all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories as on Friday, October 8, 2021 (the cut-off date) who have registered their e-mail addresses with the Corporation/ Depository Participant (DP). The hard copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the Members. Accordingly, the communication of the assent or dissent of the Members would take place through e-voting only.
  3. Members holding shares in physical form and who have not yet registered their e-mail addresses are requested to register the same with the Corporation by sending an e-mail to investorcare@hdfc.com. Members holding shares in electronic form are requested to get their e-mail addresses registered with their respective DP. Thereafter, the Corporation would endeavour to send the Postal Ballot Notice to such Members to enable them to cast their vote through e-voting.

(iv) The Postal Ballot Notice is p l a c e d a t w w w . h d f c . c o m , www.bseindia.com, www.nseindia.com and www.evoting.nsdl.com.

  1. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital

of the Corporation as on the cut-off date i.e. Friday, October 8, 2021.

  1. Inspection of Documents:
    During the e-voting period, all documents referred to in this Notice and other relevant documents would be available for inspection by the
    Members at the Registered Office of the Corporation on all working days except Saturdays, Sundays and National Holidays between 10:00 a.m. and 12 noon.
    The said documents would also be available for virtual inspection on all working days. Members seeking to inspect such documents virtually need to send an e-mail to investorcare@hdfc.com requesting for the said inspection within the aforementioned period.
  2. Instructions for e-voting:
    In compliance with the provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, MCA circulars and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India, the Corporation is providing the e-voting facility to all its Members to enable them to cast their votes on the resolutions listed in this Notice. The e-voting facility is provided by National Securities Depository Limited (NSDL).
    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/DP, in an attempt to increase the participation of the shareholders as also to improve the efficacy of the voting process.

2

Process for 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

Member can also login

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

registered

for NSDL

NSDL IDeAS facility :

for Easi / Easiest facility :

Easi/ Easiest facility :

using the login credentials

Personal Computer or on a mobile.

IDeAS facility :

of their demat account

t h r o u g h t h e i r D P

registered with NSDL/

CDSL for e-voting facility.

Please visit the e-Services

May register 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

myeasi /Regi strati on/

option.

or on a mobile.

for IDeAS" Portal or click

click on New System

EasiRegistration

at

https://eservices.

Myeasi.

nsdl . com/SecureWeb/

IdeasDirectReg.jsp

Click on

the

"Beneficial

Alternatively, the Members

Kindly enter your User ID

Alternatively, the Members

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

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

Owner"

icon

under

may visit the e-voting

and Password.

can directly access e-voting

authentication, you will be

the screen.

"Login" which is available

website of N SD L at

page by providing Demat

redirected to NSDL/CDSL

under "IDeAS"

section

https://www.evoting.nsdl.

Account Number and

website, wherein you can

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

on the

homepage of

com either on a Personal

PAN from a link in www.

see e-voting feature.

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.

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

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

Kindly enter your User ID

Click on "Shareholder/

After successful

login

of

An OTP will be sent on the

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

and Password.

Member" login.

Easi/Easiest, you

will

be

registered mobile number

USER ID is:

able to see the e-voting

and e-mail id for user

Menu.

authentication.

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

be able to see e-voting

account number held with

8 Character DP ID followed

16 Digit Beneficiary

ID

EVEN i.e.

118513+

services.

NSDL), Password/OTP

by 8 Digit Client ID

(For example

if your

Folio Number registered

and a Verification Code as

(For example if your DP

B e n e f i c i a r y

I D

i s

with

the

Corporation

shown on the screen and

ID is IN300*** and

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

(For

example, if your

Click on Login.

Client ID is 12******

then your user ID is

Folio Number is ******

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

then your user ID is

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

and

EVEN

is 118513

authentication,

you will

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

then your user ID is

be

redirected

to NSDL

118513******).

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 value added services

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

"EVEN" in which you are holding shares and whose voting cycle is in active status.

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

Click on options available against Housing Development

Finance Corporation Limited or e-voting service provider

i.e. NSDL and you will be

Select "EVEN" of Housing Development Finance Corporation Limited i.e. 118513

re-directed to NSDL e-voting website for casting your vote during the e-voting period, without any further authentication.

3

  • Af ter successful login as mentioned above, cast your vote by selecting appropriate option i.e. assent or dissent, verify/ modify the number of shares for which you wish to cast your vote and click on "Submit" and also
    "Confirm" when prompted.
  • Once you cast your vote and upon confirmation, the message "Vote cast successfully" will be displayed. Thereafter, you will not be allowed to modify your vote.
  • In case of any queries, please refer to the FAQs-Shareholders and e-voting User Manual-Shareholder available in the downloads section at www.evoting.nsdl.com or call on toll free nos.: 1800 1020 990/ 1800 224 430 or send a request to Ms. Pallavi Mhatre, Manager- NSDL at evoting@nsdl.co.in.
  • Password details for shareholders holding shares in physical form or shareholders other than individuals are given below:
  • If you are using NSDL e-voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you by NSDL. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

How to retrieve your 'initial password'?

a. If your e-mail address is registered in your demat account or with the Corporation, your 'initial password' is communicated to you on your e-mail address. Trace the e-mail sent to you from NSDL in your mailbox from evoting@ nsdl.com. Open the e-mail and open the attachment i.e. a .pdf

file. The password to open the

.pdf file is your 8-digit Client ID for NSDL account, last 8 digits of Client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

  1. In case you have not registered your e-mail address with the Corporation/DP, you may obtain the User ID and password by sending a request to evoting@nsdl.co.in.
  • If you are unable to retrieve or have not received the 'initial password' or have forgotten your password:
    1. Click on "Forgot User Details/ Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
    2. "Physical User Reset Password?" (If you are holding shares in physical form) option available on www.evoting.nsdl.com.
    3. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@ nsdl.co.in mentioning your demat account number/ folio number, PAN, name and registered address.
    4. Members can also use the OTP based login for casting the votes on the e-voting system of NSDL.
  • After entering your password, click on Agree to "Terms and Conditions" by selecting on the check box.
  • Now, you will have to click on "Login" button.
  • After you click on the "Login" button, home page of e-voting will open.
  • Kindly follow the e-voting process mentioned above for casting your vote.

• H e l p d e s k f o r I n d i v i d u a l Shareholders holding securities in demat mode for any technical issues related to login through Depositories i.e. NSDL and CDSL:

Login type

Helpdesk details

I n d i v i d u a l

C o n t a c t

N S D L

Shareholders

helpdesk by sending a

h o l d i n g

request at

evoting@

securities in

nsdl.co.in

or call at

demat mode

toll free nos.: 1800

with NSDL

1020 990/1800 224

430.

I n d i v i d u a l

Contact CDSL helpdesk

Shareholders

by sending a request

h o l d i n g

at helpdesk.evoting@

securities in

cdslindia.com or call

demat mode

at 022 - 2305 8738 or

with CDSL

022 - 2305 8542/43.

  1. Some of the important details regarding the remote e-voting facility are provided below:

Cut-off date for

Friday, October

d e t e r m i n i n g

8, 2021

the Members

entitled to vote

Commencement

Tuesday, October

o f e - v o t i n g

1 2, 2021 at

period

10:00 a.m.

End of e-voting

W e d n e s d a y ,

period

November 10,

2021 at 5:00 p.m.

The e - voting module will be disabled by NSDL after 5:00 p.m. on Wednesday, November 10, 2021.

  1. In case of joint holders, the Member whose name appears higher in the order of names as per the Register of Members of the Corporation will be entitled to vote.
  2. Institutional/corporate members are requested to send a certified copy of the board resolution authorising their representative(s) to vote on their behalf, to the

4

Scrutinizer by sending an e-mail to scrutinizer@hdfc.com with a copy marked to evoting@nsdl.co.in by quoting the concerned DP ID and Client ID or Folio Number.

  1. Mr. Bhaskar Upadhyay, Company Secretary (Membership No. FCS 8663), Partner, Messrs N L Bhatia & Associates, Practising Company Secretaries (C.P. No. 9625) having communicated his willingness, has been appointed by the Corporation to act as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
  2. The Scrutinizer shall submit his report on the total votes cast in favour of or against, if any, on each of the resolutions set out in this Notice to the Chairman of the Corporation or any other person authorised by him, who shall declare the results of the voting forthwith.
  3. The results, along with the Scrutinizer's Report, will be announced on Wednesday, November 10, 2021 and be placed on the website of the Corporation and NSDL and shall be communicated to BSE Limited and National Stock Exchange of India Limited. The results will also be displayed on the notice board at the Registered Office and Corporate Office of the Corporation.
    Subject to the receipt of the requisite number of votes, the resolutions as set out in this Notice shall be deemed to have been passed on the last date for e-voting i.e. Wednesday, November 10, 2021.
  4. Information with regard to the Directors proposed to be appointed is appended to this Notice in terms of the Listing Regulations and the Secretarial Standard on General Meetings.

Annexure to the Notice

Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts

Resolution Nos. 1 and 2

Consequent upon the retirement of Mr. Nasser Munjee and Dr. J. J. Irani as Independent Directors of the Corporation with effect from July 20, 2021, the Nomination and Remuneration Committee noted that the Corporation needs a few more directors on its Board having certain specific skill sets including accountancy, financial management and law.

The Nomination and Remuneration Committee after evaluating the candidature of several eminent persons and mapping their skills with the skill set required to be possessed by the Directors of the Corporation, recommended the appointment of Mr. Rajesh Narain Gupta (DIN: 00229040), who has vast experience and expertise in banking and finance laws, commercial laws, real estate laws, litigation, areas of stressed assets and succession & estate planning, as an Independent (Additional) Director of the Corporation for a term of 5 (five) consecutiveyearswitheffectfrom August 2, 2021.

The Nomination and Remuneration Committee after evaluating the profile of Mr. P. R. Ramesh (DIN: 01915274), who has vast experience and expertise in accountancy, audit, financial management, risk management, strategic planning, corporate governance and banking & financial services, recommended his appointment as an Additional (Non- Executive Non-Independent) Director of the Corporation.

T h e C o m m i t te e n ote d t h a t Mr. P. R. Ramesh was the Chairman of Messrs Deloitte Haskins & Sells LLP up to March 31, 2020, who are the statutory auditors of one of the subsidiaries of the Corporation

and accordingly as per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") he is not eligible to be appointed as an independent director of the Corporation till March 31, 2023 although he meets all the other eligibility criteria for independence.

Further, it is to be noted that under international governance practices, there is no requirement stating that a person associated with a firm of auditors of the concerned company or its subsidiary/ associate in any three financial years immediately preceding the year in which he/she is proposed to be appointed, is not eligible to be appointed as an independent director.

The Committee also noted that Mr. Gupta and Mr. Ramesh meet the criteria enumerated in the Policy on Appointment of Directors and Members of Senior Management formulated by the Corporation.

Profiles of Mr. Rajesh Narain Gupta and Mr. P. R. Ramesh are provided as a part of this Notice.

The Corporation has also received declaration from Mr. Rajesh Narain Gupta confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the Listing Regulations. The Nomination and Remuneration Committee and the Board of Directors have confirmed that Mr. Rajesh Narain Gupta fulfills the said criteria prescribed for independent directors and is independent from the Management of the Corporation.

Mr. Rajesh Narain Gupta and Mr. P. R. Ramesh have also confirmed that they satisfy the fit and proper criteria as prescribed under Chapter IX of the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 and that they are not disqualified from being

5

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HDFC - Housing Development Finance Corporation Limited published this content on 09 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 October 2021 07:21:02 UTC.


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