REG - Housing Dev Fin Corp - Result of AGM

Housing Development FinanceAnnouncement

30/07/2018 18:20

RNS Number : 2274W
Housing Development Fin. Corp. Ltd.
30 July 2018
 


Ref. No.: SE/2018-19/140
 
July 30, 2018
 
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, 34 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)
 
We wish to inform you that the 41st Annual General Meeting (AGM) of the Members of the Corporation was held today at 2.30 p.m. at Mumbai. The Members present at the AGM transacted the business mentioned in the Notice dated May 21, 2018.
 
In this connection and as required under the Listing Regulations and the applicable provisions of the Companies Act, 2013, we submit the following:
 
1.   Summary of the proceedings of the AGM;
2.   Combined e-voting results in the prescribed format;
3.   Report on combined e-voting results dated July 30, 2018 issued by the Scrutinizer i.e. Mr. N. L. Bhatia, Managing Partner, Messrs N. L. Bhatia & Associates, Practicing Company Secretaries; and
4.   Annual Report for the financial year 2017-18.
 
You are requested to kindly take the above documents on record.
 
The Corporation had also provided facility for one-way live web cast of the AGM, which was available on the Corporation's website www.hdfc.com.
 
Thank you.
 
Yours faithfully,
For Housing Development Finance Corporation Limited
 
 
Ajay Agarwal
Company Secretary
 
Encl. a/a
 
cc.        The London Stock Exchange
            10, Paternoster Square,
            London, EC4M 7LS.
 
 
Summary of the Proceedings of the 41st Annual General Meeting of the Corporation
 
The 41st Annual General Meeting (AGM) of the Members of the Corporation was held on Monday, July 30, 2018 at 2:30 p.m. at Birla Matushri Sabhagar, 19, New Marine Lines, Mumbai 400 020. The requisite quorum being present, Mr. Deepak S. Parekh, Chairman of the Corporation called the meeting to order and welcomed the Members to the meeting. The meeting commenced at 2.30 p.m. and concluded at around 5.05 p.m.
 
Mr. Deepak S. Parekh informed the Members that with a view to further refresh the Board of Directors of the Corporation in a phased manner and owing to prior personal commitments, Mr. B. S. Mehta and Dr. Bimal Jalan have resigned as directors of the Corporation with effect from the close of board meeting held earlier during the day of the AGM. He informed the Members that in view of this development, Resolution nos. 5 and 6 contained in the Notice dated May 21, 2018 pertaining to continuation of directorship of Mr. B. S. Mehta and Dr. Bimal Jalan, respectively proposed to be passed at this AGM have become infructuous.
 
Mr. Parekh further informed that the Board has noted the said resignations and placed on record its sincere appreciation for the exemplary governance set by Mr. Mehta and Dr. Jalan and the unstinting support and guidance provided by them during their long association as Independent Directors of the Corporation. He also drew attention of the Members to the resignation of

Dr. S. A. Dave, Mr. D. M. Sukthankar and Mr. D. N. Ghosh as directors of the Corporation and stated that the Board was grateful for the invaluable contributions made by them during their respective tenure. On behalf of the Board of Directors, Mr. Parekh extended a warm welcome to Mr. U. K. Sinha and Mr. Jalaj Dani, newly appointed independent directors.
 
Mr. Parekh stated that all the directors except Mr. Nasser Munjee, were present and that

Mr. Nasser Munjee was on his way to the venue of the AGM. Dr. J.J. Irani, Chairman of the Stakeholders Relationship Committee and member of the Nomination and Remuneration Committee of the Corporation and representatives of the statutory and secretarial auditors attended the meeting. Mr. Nasser Munjee, Chairman of the Audit Committee joined the meeting at a later stage.
 
246 Members attended the AGM in person or through proxy.
 
Mr. Parekh welcomed all the Members to the AGM of the Corporation. He further announced that the Corporation has received 8 proxies representing 0.27 % of the total issued and paid-up share capital of the Corporation.
 
Mr. Parekh informed that the requisite registers were open for inspection by the Members till the conclusion of the meeting.
 
Mr. Parekh then commenced his speech and gave an overview of the operations and the financial performance of the Corporation for the financial year ended March 31, 2018 and also for the quarter ended June 30, 2018. He also provided an insight on the major developments during the

FY 2017-18 and the current year. Thereafter, he invited questions from the Members on the financials and the business listed in the Notice to be transacted at the AGM.
 
After listening to all the queries, Mr. Parekh gave detailed response to the said queries and concluded his speech by placing on record his profound gratitude to all the stakeholders for having reposed their confidence in the Corporation and to the employees of the Corporation for their hard work and dedication. Thereafter, he informed the Members that the Corporation had made arrangements for e-voting at the venue of the meeting for those shareholders who had not cast their vote through remote e-voting facility.
 
The following valid items of business as set out in the Notice dated May 21, 2018 convening this AGM were transacted through e-voting:
 
Ordinary Business:
 
1(a). Adoption of the audited financial statements of the Corporation for the financial year ended March 31, 2018 together with the reports of the Board of Directors and Auditors thereon.
 
1(b). Adoption of the audited consolidated financial statements for the financial year ended March 31, 2018 together with the report of the Auditors thereon.
 
2.       Declaration of final dividend on equity shares of the Corporation for the financial year ended March 31, 2018 and confirmation of payment of interim dividend during the said period.
 
Special Business:
 
3.      Appointment of Mr. Upendra Kumar Sinha (DIN: 00010336) as an Independent Director of the Corporation.
 
4.      Appointment of Mr. Jalaj Ashwin Dani (DIN: 00019080) as an Independent Director of the Corporation.
 
7.      Approval for continuation of directorship of Dr. J.J. Irani (DIN: 00311104).
 
8.      Re-appointment of Mr. Deepak S. Parekh (DIN: 00009078) as a Director of the Corporation and continuation of his directorship.
 
9.      Approval for issuance of redeemable non-convertible debentures and/or other hybrid instruments on private placement basis, up to an amount not exceeding ₹ 85,000 crore.
 
10.    Approval of related party transactions with HDFC Bank Limited.
 
11.    Authority to the Board of Directors of the Corporation to borrow monies for the purposes of the business of the Corporation, such that the overall outstanding amount does not exceed ₹ 5,00,000 crore.
 
12.    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 years, with effect from November 14, 2018.
 
 
Based on the Scrutinizer's Report dated July 30, 2018 issued by Mr. N. L. Bhatia of Messrs N. L. Bhatia & Associates, practising company secretaries, all the aforementioned business were passed by the Members with requisite majority.
 
http://www.rns-pdf.londonstockexchange.com/rns/2274W_1-2018-7-30.pdf
 
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