Event Date: N/A
HDB Financial Services Limited issued a notice for a postal ballot pursuant to Section 110 of the Companies Act, 2013, to its members as of the Cut-off Date. The resolutions proposed will be passed through remote e-voting. The notice and instructions for remote e-voting are being sent electronically to members with registered email addresses.
Resolutions Proposed:
Item 1: Authority to Issue and Allotment of Subordinated Bonds: Approval is sought to issue and allot Subordinated Bonds on a private placement basis for up to Rs. 3,000 Crores. These bonds will be classified as Tier II capital under RBI guidelines and offered in one or more tranches/series, with terms determined by the Board based on prevailing market conditions, valid for one year from the date of this notice. This is in line with Section 42, 71 and other relevant sections of the Companies Act, 2013 and other regulations. This issuance is to maintain a healthy Capital Risk Adequacy Ratio as RBI has increased the risk weight of NBFCs consumer credit exposure.
Item 2: Authority to Issue and Allotment of Perpetual Debt Instruments: Approval is sought to issue and allot Perpetual Debt Instruments on a private placement basis for up to Rs. 500 Crores. These instruments will be classified as Tier I capital under RBI guidelines and offered in one or more tranches/series, with terms determined by the Board based on prevailing market conditions, valid for one year. This is in line with Section 42, 71 and other relevant sections of the Companies Act, 2013 and other regulations. The company already exhausted the limit for perpetual debt instruments of Rs. 350 Crores during the quarter ended December 31, 2023.
Item 3: Approval of Material Related Party Transactions with HDFC Bank Limited for FY 2024-25: Approval is sought for related party transactions with HDFC Bank Limited, the holding company, for FY 2024-25. This includes availing loans/credit facilities, selling loans/loan pools, and issuing debt securities to HDFC Bank. These transactions may exceed the materiality threshold of 10% of the annual consolidated turnover or Rs. 1,000 Crores, whichever is lower. Specifically mentioned transactions include potential borrowing of up to Rs. 18,000 Crores, assignment of loans up to Rs. 5,000 Crores, and issuance of debt securities up to Rs. 18,000 Crores. They also include back-office and collection service for fees (estimated up to Rs. 4,500 Crores) , and placing fixed deposits up to Rs. 2,000 Crores.
Item 4: Approval of Material Related Party Transactions with HDFC Life Insurance Company Limited for FY 2024-25: Approval is sought for related party transactions with HDFC Life Insurance Company Limited for FY 2024-25. This includes issuance of debt securities and other transactions like corporate agency services and availing insurance services. The value of transactions is up to Rs. 1,200 Crores.
Item 5: Increase in Borrowing Limits of the Company: Approval is sought to increase the company's borrowing limits from Rs. 80,000 Crores to Rs. 1,25,000 Crores. As of December 31, 2023, outstanding borrowings were Rs. 67,005 Crores.
Item 6: Increase in Limits for Creation of Charge on the Assets of the Company: Approval is sought to increase the limit for creating a charge on the company's assets up to Rs. 1,25,000 Crores to secure its borrowings. As of December 31, 2023, total amount of charge created stood at Rs. 70,957 Crores.
Item 7: Re-Appointment of Dr. Amla Samanta as an Independent Director: Approval is sought for the re-appointment of Dr. Amla Samanta (DIN: 00758883) as an Independent Director for a second term of three years, commencing from May 1, 2024, up to April 30, 2027.
Item 8: Appointment of Mr. Jayesh Chakravarthi as an Independent Director: Approval is sought for the appointment of Mr. Jayesh Chakravarthi (DIN: 08345495) as an Independent Director for a term of three years, commencing from January 25, 2024, up to January 24, 2027.
Voting and Scrutiny:
The remote e-voting period will begin on January 30, 2024, at 10:00 a.m. (IST) and end on February 28, 2024, at 5:00 p.m. (IST). Mr. Mitesh Shah of M/s. Mitesh J. Shah & Associates, Practicing Company Secretary, Mumbai, has been appointed as the Scrutiniser. The Scrutiniser will submit a consolidated report to the Chairman within three days of the conclusion of the postal ballot. The voting results will be announced within three days after the conclusion of the Postal Ballot on the company's website. Detailed instructions for remote e-voting, including processes for members whose email IDs are not registered, are provided. Members can inspect relevant documents electronically by sending an email request. Institutional/Corporate members should also provide a scanned copy of Board Resolution/Authority Letter with the specimen signature to the Scrutinizer.
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