Ref/No/HDFCAMC/SE/2020-21/33 Date- June 27, 2020
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Ref/No/HDFCAMC/SE/2020-21/33 Date- June 27, 2020 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Plot C/1, Block G, Sir PJ Towers, Bandra Kurla Complex, Bandra (East) Dalal Street, Mumbai – 400051 Mumbai – 400001 Kind Attn: Head – Listing Department Kind Attn: Sr. General Manager – DCS Listing Department Sub: Notice of the 21st Annual General Meeting (AGM) and Annual Report 2019-20 Dear Sir/Madam, This is further to our letter dated June 18, 2020, wherein the Company had informed that the Annual General Meeting (AGM) of the Company is scheduled to be held on July 23, 2020. Please find enclosed herewith Notice of the 21st AGM and the Annual Report for the financial year 2019-20 (Annual Report) for your information and records. Kindly note that in accordance with MCA circulars dated May 5, 2020, April 8, 2020 and April 13, 2020, the Notice of the 21st AGM and Annual Report are sent by email to those Members whose email addresses are registered with the Depository Participant(s)/ Registrar & Share Transfer Agent. The requirements of sending physical copy of the Notice of the AGM and Annual Report to the Members have been dispensed with vide said MCA Circulars and SEBI Circular dated May 12, 2020. Additionally, the Notice of the AGM and the Annual Report are also being uploaded on the website of the Company at www.hdfcfund.com. Further, in terms of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management & Administration) Rules, 2014 (as amended), the Company has fixed July 16, 2020 as the cut-off date to determine the eligibility of the members to cast their vote through remote e-Voting or through e-Voting during the AGM scheduled to be held on Thursday, July 23, 2020 at 2.30 p.m. (IST) at Rama & Sundri Watumall Auditorium, K.C. College, Dinshaw Wacha Road, Churchgate, Mumbai – 400 020 and through Video Conferencing (VC) / Other Audio Visual Means (OAVM). In the event the Company is not able to hold physical AGM due to non-receipt of necessary permissions/approvals from the relevant authorities, participation of the Members at the AGM would be only through VC / OAVM. This is for your information and records. Thanking you, Yours faithfully, For HDFC Asset Management Company Limited Sylvia Furtado Company Secretary Encl: as above HDFC Asset Management Company Limited A Joint Venture with Standard Life Investments CIN: L65991MH1999PLC123027 Registered Office :"HDFC House", 2ndFloor, H.T. Parekh Marg, 165-166, Backbay Reclamation, Churchgate, Mumbai-400 020 Tel.: 022 - 6631 6333 Fax: 022 - 6658 0203 Website: www.hdfcfund.com email: [email protected] NOTICE HDFC AssetCIN: Management L65991MH1999PLC123027 Company Limited Regd. Office: "HDFC House", 2nd Floor, H.T. Parekh Marg, 165-166, Backbay Reclamation, Churchgate, Mumbai – 400020 Website: www.hdfcfund.com; Email: [email protected]; Tel: +91(22)6631 6333; Fax: +91(22)6658 0203 NOTICE Notice is hereby given that the Twenty-First Annual General Rules, 2014 and Securities and Exchange Board of India (Listing Meeting of the Members of HDFC Asset Management Company Obligations and Disclosure Requirements) Regulations, 2015 Limited (“the Company”) will be held on Thursday, July 23, (“Listing Regulations”), including any statutory modification 2020, at 2.30 p.m. (IST) at Rama & Sundri Watumull Auditorium, or re-enactment thereof for the time being in force, K. C. College, Dinshaw Wacha Road, Churchgate, Mumbai - Mr. Shashi Kant Sharma (DIN: 03281847), who has given his 400020 and through Video Conferencing (“VC”) / Other Audio consent for appointment as an Independent Director of the Visual Means (“OAVM”), to transact the following business: Company and has also submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act ORDINARY BUSINESS: and the Listing Regulations and who is eligible for appointment, Item No. 1: Adoption of financial statements be and is hereby appointed as an Independent Director of the To receive, consider and adopt the audited financial statements Company for a term of 5 (five) consecutive years with effect of the Company for the financial year ended March 31, 2020 and from October 26, 2019 up to October 25, 2024, not liable to the Reports of the Board of Directors and Auditors thereon. retire by rotation.” Item No. 2: Declaration of Dividend Item No. 7: Approval for issuance of equity shares To declare a dividend of ` 28/- per equity share for the financial under Employees Stock Option Scheme – 2020 to the year ended March 31, 2020. employees and directors of the Company To consider and if thought fit, to pass the following resolution as Item No. 3: Re-appointment of Mr. James Aird a Special Resolution: To appoint a director in place of Mr. James Aird (DIN 01057384), who retires by rotation and being eligible, seeks re-appointment. “RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, Item No. 4: Re-appointment of Mr. Deepak Parekh 2013 and the rules framed there under, the relevant provisions To appoint a director in place of Mr. Deepak Parekh (DIN of Securities and Exchange Board of India (SEBI) (Share Based 00009078), who retires by rotation and being eligible, seeks Employee Benefits) Regulations, 2014 and Circular No. CIR/ re-appointment. CFD/POLICY CELL/2/2015 dated June 16, 2015 issued by SEBI Item No. 5: Authority to Board of Directors to fix (collectively referred to as SEBI ESOP Regulations) and SEBI remuneration of M/s. B S R & Co. LLP, Chartered (Listing Obligations and Disclosure Requirements) Regulations, Accountants, Statutory Auditors 2015 (including any statutory amendment(s), modification(s) To authorize the Board of Directors of the Company to fix or re-enactment(s) of any of them for the time being in force), remuneration of M/s. B S R & Co. LLP, Chartered Accountants, the relevant provisions of the Memorandum and Articles of Statutory Auditors of the Company from the financial year Association of the Company and subject to such other rules, 2020-21 up to their remaining term. regulations and guidelines that may be issued by SEBI and/or such other authorities, from time to time, the consent of the SPECIAL BUSINESS: Members of the Company be and is hereby accorded to the Item No. 6: Approval for appointment of Mr. Shashi Kant Board of Directors of the Company (hereinafter referred to as the Sharma as an Independent Director ‘Board’ which term shall be deemed to include the Nomination & To consider and if thought fit, to pass the following resolution as Remuneration Committee duly constituted by the Board which an Ordinary Resolution: shall be treated as the Compensation Committee in accordance with Regulation 5 of the SEBI (Share Based Employee Benefits) “ pursuant to the provisions of Sections 149, RESOLVED THAT Regulations, 2014)) to introduce ‘Employees Stock Option 152 and other applicable provisions, if any, of the Companies Scheme - 2020’ (“ ”) and to create, issue, offer and Act, 2013 (“the Act”) read with Schedule IV to the Act and ESOS - 2020 allot, from time to time, equity shares of the aggregate nominal the Companies (Appointment and Qualification of Directors) face value not exceeding ` 1,60,00,000 (Rupees one crore sixty Annual Report 2019-20 1 HDFC Asset Management Company Limited lakhs only) represented by 32,00,000 (Thirty two lakh only) as may be deemed necessary, expedient and incidental thereto equity shares of ` 5 each of the Company, fully paid (or such and to delegate all or any of its powers herein conferred to any adjusted numbers for any bonus, stock splits or consolidation or Committee of Directors and/or director(s) and/ or officer(s) of other re-organisation of the capital structure of the Company the Company, to give effect to this resolution.” as may be applicable, from time to time) to the present and Item No. 8: Approval for re-appointment of Mr. Milind future permanent employees and directors of the Company Barve as Managing Director of the Company (to the extent and in the manner as may be permissible under To consider and if thought fit, to pass the following resolution as the relevant provisions of the Companies Act, 2013, rules an Ordinary Resolution: made thereunder, SEBI ESOP Regulations and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), “RESOLVED THAT pursuant to the recommendation of whether working in India or abroad, under ESOS – 2020 in terms Nomination & Remuneration Committee and approval of the of this resolution and on such terms and conditions and in such Board of Directors of the Company, and in accordance with the tranches and series as may be decided by the Board, in its sole provisions of Sections 196, 197, 198, 203 read with Schedule V and absolute discretion in accordance with the ESOS - 2020 and and other applicable provisions, if any, of the Companies Act, in due compliance with applicable law or regulations/ guidelines 2013, and the Companies (Appointment and Remuneration issued by relevant authority(ies).” of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being without prejudice to the generality “RESOLVED FURTHER THAT in force), the consent of the members of the Company be and of the above but subject to the terms mentioned in the explanatory is hereby accorded to the re-appointment of Mr. Milind Barve statement to this resolution, which are hereby approved by the (DIN: 00087839) as the