Housing Development Finance : 44th AGM Notice

FORTY FOURTH ANNUAL REPORT 2020-21

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 FOURTH ANNUAL GENERAL MEETING OF HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED (THE "CORPORATION") WILL BE HELD ON TUESDAY, JULY 20, 2021, AT 11:00 A.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, 2021 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, 2021 together with the report of the Auditors thereon.

1. To declare dividend on equity shares for the financial year ended March 31, 2021.
2. To appoint a Director in place of Mr. Keki M. Mistry (DIN:00008886), who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolutionfor revision in the salary range of Ms. Renu Sud Karnad, Managing Director of the Corporation:

"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any other rules framed 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, approval of the Members of the Corporation be and is hereby accorded to revise the range of salary payable to Ms. Renu Sud Karnad (DIN:00008064), Managing Director of the Corporation such that the upper limit of the salary payable to her be increased from ` 27,00,000 per month to ` 36,00,000 per month, with effect from January 1, 2021, with authority to 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), to determine her salary, from time to time, within the aforesaid limit."

"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."

5. To consider, and if thought fit, to pass the following resolution as an

Ordinary Resolutionfor revision in the salary range of Mr. V. Srinivasa Rangan, Whole-time Director (designated as 'Executive Director') of the Corporation:

"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any other rules framed 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, approval of the Members of the Corporation be and is hereby accorded to revise the range of salary payable to Mr. V. Srinivasa Rangan (DIN:00030248), Whole-time Director (designated as 'Executive Director') of the Corporation such that the upper limit of the salary payable to him be increased from ` 20,00,000 per month to ` 30,00,000 per month, with effect from January 1, 2021, with authority to 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), to determine his salary, from time to time, within the aforesaid limit."

"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."

6. To consider, and if thought fit, to pass the following resolution as an Ordinary Resolutionfor re-appointment of Mr. Keki M. Mistry as the Managing Director (designated as 'Vice Chairman & Chief Executive Officer') of the Corporation:

"RESOLVED THAT pursuant to the provisions of Sections 196, 203 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the 'Act'), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any other rules framed thereunder read with Schedule V to the Act, including any amendment, modification, variation or re-enactment thereof and the Articles of Association of the Corporation, and in partial modification of the resolution passed by the Members of the Corporation at the 41st Annual General Meeting of the Corporation held on July 30, 2018, approval of the Members of the Corporation be and is hereby accorded to the re-appointment of Mr. Keki M. Mistry (DIN:00008886) as the Managing Director (designated as 'Vice Chairman & Chief Executive Officer') of the Corporation for a period of 3 (three) years with effect from May 7, 2021, 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."

"RESOLVED FURTHER THAT the Board of Directors (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 Mr. Keki M. Mistry in such manner as may be agreed to between the Board and Mr. Keki M. Mistry, 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."

7. 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 (hereinafter referred to as '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 any committee(s) constituted/to be constituted by the Board, from time to time, 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 45th 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 as a fresh and independent transaction or otherwise including banking transactions, transactions for (i) sourcing of home loans for the Corporation by HDFC Bank against the consideration of the commission agreed upon or as may be mutually agreed upon from time to time, (ii) 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, (iii) servicing of home loans assigned/securitised against the consideration agreed upon or as may be mutually agreed upon, from time to time, (iv) any transaction(s) with HDFC Bank for the sale of securities held by the Corporation in any of its

2

FORTY FOURTH ANNUAL REPORT 2020-21

subsidiary and/or associate companies with such rights and subject to the terms and conditions including such consideration as may be mutually agreed between the Corporation and HDFC Bank subject to a maximum limit of 5% of the paid-up share capital of the concerned company, and (v) any other transactions including those as may be disclosed in the notes forming part of the financial statements for the relevant period, notwithstanding that all these transactions 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."

8. To consider, and if thought fit, to pass the following resolution as a Special Resolutionfor increasing the borrowing limits of the Board of Directors of the Corporation:

"RESOLVED THAT in supersession of the resolution passed by the Members of the Corporation at the 41st Annual General Meeting of the Corporation held on July 30, 2018, the approval of the Members of the Corporation be and is hereby accorded under the provisions of Section 180(1)(c) and

other applicable provisions, if any, of the Companies Act, 2013, the rules made thereunder, including any amendment, modification, variation or re-enactment thereof and the Articles of Association of the Corporation, 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 borrow, from time to time, such sum or sums of money as it may deem necessary for the purpose of the business of the Corporation inter alia by way of loan/ financial assistance from various bank(s), financial institution(s) and/or other lender(s), issue of debentures/ bonds or other debt instruments either in Rupee or any other currency, with or without security, whether in India or abroad, issue of commercial papers, external commercial borrowings and through acceptance of deposits and/ or inter corporate deposits on such terms and conditions as the Board at its sole discretion may deem fit, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Corporation (apart from temporary loans obtained from the Corporation's bankers in the ordinary course of business) and remaining outstanding at any point of time shall exceed the aggregate of the paid-up share capital of the Corporation, its free reserves and securities premium; provided that the total amount up to which monies may be borrowed by the Board and which shall remain outstanding at any given point of time shall not exceed

• 6,00,000 crore (Rupees Six lac crore only)."

"RESOLVED FURTHER THAT the Board be and is hereby empowered and authorised to arrange or finalise the terms and conditions of all such borrowings, from time to time, viz. terms as to interest, repayment, security or otherwise as it may deem fit and to sign and execute all such documents, agreements and writings and to do all such acts, deeds, matters and things as may be deemed 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."

9. 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, Reserve Bank of India (RBI) Master Direction - Non- Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (RBI-HFC Directions, 2021), Rule 14 of 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 Debt Securities) Regulations, 2008 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

3

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 II capital under the provisions of the RBI-HFC Directions, 2021, 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 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
June 18, 2021	FCS: 9023

NOTES:

1. In view of the continuing restrictions on the movement of persons at several places in the country due to COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has vide 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 and General Circular No. 02/2021 dated January 13, 2021 (hereinafter collectively referred to as 'MCA circulars') read with various circulars issued by Securities and Exchange Board of India (SEBI) allowed the companies to conduct the AGM through Video Conferencing (VC) or Other Audio Visual Means (OAVM) during the calendar year 2021. Accordingly,

the Corporation would be conducting this meeting through two-way VC and in this connection it has availed the services of National Securities Depository Limited (NSDL) for providing the VC and e-voting facility.

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 th e shareholders as also improve the efficacy of the voting process.

4

I. 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

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 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

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/

FORTY

IdeasDirectReg.jsp

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 be

screen.

FOURTH

e-services.

Computer or on a mobile.

cdslindia.com home page.

redirected to NSDL/CDSL

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

"Login" which is available

web s i te of N S D L at

page by providing Demat

under "IDeAS"

section

https://www.evoting.nsdl.

Account Number and

website, wherein you can

Alternatively, if you are registered for NSDL eservices 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

"Access to e-voting" under e-votingservices 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.

116024+

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

and a Verification Code as

-2020

(For example if your DP

B e n e f i c i a r y

I D

i s

with

the

Corporation

Click on Login.

shown on the screen and

ID is IN300*** and

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

(For

example, if your

Client ID is 12******

then your user ID is

Folio Number is 001***

21

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

then your user ID is

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

and

EVEN

is 116024

authentication,

you will

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

then your user ID is

be

redirected

to NSDL

116024******).

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. 116024.

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