REG - Housing Dev Fin Corp - Voting results-meeting of the equity shareholders

Housing Development FinanceAnnouncement

25/11/2022 13:15

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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
(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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