TIDM60CX
RNS Number : 6680H
Housing Development Fin. Corp. Ltd.
25 November 2022
Ref. No.: SE/2022-23/236
November 25, 2022
BSE Limited National Stock Exchange of India Limited
P. J. Towers Exchange Plaza, Plot No. C/1, G Block
Dalal Street Bandra-Kurla Complex
Mumbai 400 001 Bandra (East), Mumbai 400 051
Kind Attn: Sr. General Manager Kind Attn: Head - Listing
DCS - Listing Department
Dear Sirs,
Sub: Intimation under Regulations 30 and 44 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations")
Ref: Declaration of voting results in respect of resolution
passed at the meeting of the equity shareholders (which includes
Public Shareholders) of Housing Development Finance Corporation
Limited ("the Corporation") convened on November 25, 2022 pursuant
to the order dated October 14, 2022 passed by the Hon'ble National
Company Law Tribunal, Mumbai Bench, Mumbai ("NCLT"); and
Declaration of Voting Results pursuant to Master Circular No.
SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021
issued by the Securities and Exchange Board of India ("SEBI
Circular") in respect of the resolution passed by the Public
Shareholders of the Corporation
This is in connection with our letter dated October 14, 2022
informing that the NCLT convened meeting of the equity shareholders
(which includes Public Shareholders) ("NCLT Convened Meeting") of
the Corporation is scheduled to be held on Friday, November 25,
2022, at 11.00 a.m. (1100 hours) IST and subsequently vide our
letter dated October 17, 2022, we had also submitted a copy of the
notice of the said meeting along with the explanatory statement and
other annexures.
In this connection, we wish to inform you that the NCLT Convened
Meeting was held today i.e. on November 25, 2022, at 11.00 a.m.
(1100 hours) IST through video conference for considering, and if
thought fit, approving the composite scheme of amalgamation for the
amalgamation of: (i) HDFC Investments Limited and HDFC Holdings
Limited, wholly-owned subsidiaries of the Corporation, with and
into the Corporation and (ii) the Corporation with and into HDFC
Bank Limited, and their respective shareholders and creditors,
under Sections 230 to 232 of the Companies Act, 2013, the Companies
(Compromises, Arrangements and Amalgamations) Rules, 2016 and other
rules and regulations framed thereunder.
In this connection and as required under the Listing
Regulations, the applicable provisions of the Companies Act, 2013
and SEBI Circular, we submit the following:
1. Summary of the proceedings of the NCLT Convened Meeting, enclosed as Annexure I;
2. Combined e-voting results [in respect of the equity
shareholders (which includes Public Shareholders) of the
Corporation] in the prescribed format, enclosed as Annexure II;
3. Combined e-voting results [in respect of the Public
Shareholders of the Corporation] in the prescribed format, enclosed
as Annexure III;
4. Report on combined e-voting results dated November 25, 2022
issued by the Scrutinizer i.e. Mr. Dhawal Gadda, Practicing Company
Secretary, in respect of the equity shareholders (which includes
Public Shareholders) of the Corporation, enclosed as Annexure IV;
and
5. Report on combined e-voting results dated November 25, 2022
issued by the Scrutinizer i.e. Mr. Dhawal Gadda, Practicing Company
Secretary, in respect of the Public Shareholders of the
Corporation, enclosed as Annexure V.
The resolution approving the Scheme was passed by requisite
majority of the equity shareholders (which includes Public
Shareholders) representing three-fourth in value of the equity
shareholders (which includes Public Shareholders) voting through
remote e-voting and e-voting during the meeting, in terms of the
provisions of Sections 230-232 of the Companies Act, 2013.
The resolution approving the Scheme was passed by the requisite
majority of the Public Shareholders of the Corporation, voting
through remote e-voting and e-voting during the meeting, as
required under the SEBI Circular.
We would also like to bring to your notice that there are no
Promoters of the Corporation.
You are requested to kindly take the above documents on
record.
Thank you.
Yours faithfully,
For Housing Development Finance Corporation Limited
Ajay Agarwal
Company Secretary
Encl. a/a
http://www.rns-pdf.londonstockexchange.com/rns/6680H_1-2022-11-25.pdf
cc. The London Stock Exchange
10, Paternoster Square,
London, EC4M 7LS.
Annexure I
Summary of the proceedings of the NCLT Convened Meeting
A meeting of the equity shareholders of Housing Development
Finance Corporation Limited ("the Corporation") convened by the
Hon'ble National Company Law Tribunal, Mumbai Bench, Mumbai (NCLT)
was held on Friday, November 25, 2022, at 11.00 a.m. (1100 hours)
IST ("NCLT Convened Meeting") through Video Conference (VC) in
compliance with the applicable laws including relevant circulars
issued by the Ministry of Corporate Affairs, the Securities and
Exchange Board of India (SEBI) (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and applicable provisions of the
Companies Act, 2013 and the rules made thereunder.
224 Equity Shareholders (including corporate representatives)
attended the NCLT Convened Meeting through VC. The requisite quorum
being present through VC at 11.00 a.m., Mr. Gautam Doshi, Chartered
Accountant, Chairperson of the meeting (appointed as such by the
Hon'ble NCLT) commenced the meeting and welcomed the equity
shareholders to the meeting. The Chairperson of the meeting
confirmed that the Corporation had taken adequate steps and all
efforts feasible, to enable equity shareholders to participate and
vote on the resolutions being considered at the NCLT Convened
Meeting.
The Chairperson of the meeting confirmed that the directors of
the Corporation including independent directors were present at the
NCLT Convened Meeting. He further confirmed that certain members of
senior management, the Company Secretary, legal and transaction
counsels and representatives of the joint statutory auditors and
secretarial auditors, who were also invited to participate in the
proceedings of the meeting, participated through VC.
The Chairperson of the meeting thereafter informed that the
Corporation has enabled the equity shareholders (which includes
Public Shareholders) to participate at the said meeting through the
VC facility provided by National Securities Depository Limited
(NSDL) and stated that the proceedings of the meeting could be
viewed through the website of the Corporation and that the
requisite documents were available for inspection by the equity
shareholders till the conclusion of the meeting.
The Chairperson of the meeting then commenced his speech and
thereafter, invited questions from the equity shareholders on the
said business.
After all the queries were raised, the Chairperson of the
meeting invited Mr. Deepak S. Parekh, Chairman of the Corporation
and Mr. Keki M. Mistry, Vice Chairman & CEO of the Corporation
to provide responses to the said queries.
Mr. Parekh provided detailed responses to all the queries raised
by speaker shareholders.
Mr. Doshi thereafter concluded his speech by placing on record
his gratitude to all the equity shareholders of the Corporation for
co-operating with him in the smooth conduct of the meeting .
Thereafter, he informed that the equity shareholders who had not
cast their vote through the remote e-voting, may cast their vote
through the e-voting platform being provided by NSDL within next 30
minutes i.e. up to 1.20 p.m. The NCLT Convened Meeting accordingly,
was concluded at 1.20 p.m.
The resolution for approval of the Scheme as set out in the
Notice dated October 17, 2022 convening the NCLT Convened Meeting
was transacted through e-voting (remote e-voting and e-voting
during the meeting) and was passed through requisite statutory
majority as prescribed under the provisions of the Companies Act,
2013 and under the SEBI Circular.
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END
ROMEADFSAEXAFFA
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