HOUSING DEVELOPMENT FINANCE CORP LTD
Proposal 1
RESOLVED THAT PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 230 - 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND ANY OTHER RULES, CIRCULARS AND NOTIFICATIONS MADE THEREUNDER (INCLUDING ANY AMENDMENT, STATUTORY MODIFICATION, VARIATION OR RE-ENACTMENT THEREOF) AS MAY BE APPLICABLE; SECTION 2(1B) OF THE INCOME-TAX ACT, 1961; THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 AND THE REGULATIONS THEREUNDER INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015; COMPETITION ACT, 2002; THE BANKING REGULATION ACT, 1949, AS MAY BE APPLICABLE; AND ANY OTHER APPLICABLE LAWS AND REGULATIONS, INCLUDING SUCH OTHER DIRECTIONS, GUIDELINES OR REGULATIONS ISSUED/NOTIFIED BY THE RESERVE BANK OF INDIA AND THE SECURITIES AND EXCHANGE BOARD OF INDIA WHICH MAY BE APPLICABLE, ANY AND ALL OF WHICH AS NOTIFIED OR AS MAY BE AMENDED FROM TIME TO TIME AND INCLUDING ANY STATUTORY REPLACEMENT OR RE-ENACTMENT THEREOF, IF ANY; THE SECURITIES AND EXCHANGE BOARD OF INDIA MASTER CIRCULAR NO. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 DATED NOVEMBER 23, 2021; RESERVE BANK OF INDIA'S MASTER DIRECTION - AMALGAMATION OF PRIVATE SECTOR BANKS, DIRECTIONS, 2016, THE NO ADVERSE OBSERVATIONS LETTER/NO-OBJECTION LETTER ISSUED BY BSE LIMITED AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED, RESPECTIVELY, BOTH DATED JULY 2, 2022; AND SUBJECT TO THE PROVISIONS OF THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED ("CORPORATION"); AND SUBJECT TO THE APPROVAL OF HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, MUMBAI ("NCLT"); AND SUBJECT TO RECEIPT OF ALL STATUTORY, GOVERNMENTAL, PERMISSIONS AND THIRD PARTY CONSENTS AS MAY BE REQUIRED INCLUDING THE COMPETITION COMMISSION OF INDIA, SECURITIES AND EXCHANGE BOARD OF INDIA, RESERVE BANK OF INDIA, NATIONAL HOUSING BANK, INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA, PENSION FUND REGULATORY AND DEVELOPMENT AUTHORITY AND SUCH OTHER APPROVALS, PERMISSIONS AND SANCTIONS OF REGULATORY AND OTHER AUTHORITIES OR TRIBUNALS, AS MAY BE NECESSARY; AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED OR IMPOSED BY THE NCLT OR BY ANY REGULATORY OR OTHER AUTHORITIES, WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS OF THE CORPORATION (HEREINAFTER REFERRED TO AS THE "BOARD", WHICH TERM SHALL BE DEEMED TO MEAN AND INCLUDE ONE OR MORE COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY THE BOARD OR ANY PERSON(S) WHICH THE BOARD MAY NOMINATE TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION), THE ARRANGEMENT EMBODIED IN THE COMPOSITE SCHEME OF AMALGAMATION AMONG HDFC INVESTMENTS LIMITED AND HDFC HOLDINGS LIMITED AND THE CORPORATION AND HDFC BANK LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS ("SCHEME") THE DRAFT OF WHICH WAS CIRCULATED ALONG WITH THIS NOTICE, BE AND IS HEREBY APPROVED. RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORIZED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS, AS IT MAY, IN ITS ABSOLUTE DISCRETION DEEM REQUISITE, DESIRABLE, APPROPRIATE OR NECESSARY TO GIVE EFFECT TO THE ABOVE RESOLUTION AND EFFECTIVELY IMPLEMENT THE ARRANGEMENT EMBODIED IN THE SCHEME AND TO ACCEPT SUCH MODIFICATIONS, AMENDMENTS, LIMITATIONS AND/OR CONDITIONS, IF ANY, WHICH MAY BE REQUIRED AND/OR IMPOSED BY THE NCLT WHILE SANCTIONING THE ARRANGEMENT EMBODIED IN THE SCHEME OR BY ANY REGULATORY OR OTHER AUTHORITIES, AS MAY BE REQUIRED FOR THE PURPOSE OF RESOLVING ANY QUESTIONS OR DOUBTS OR DIFFICULTIES THAT MAY ARISE OR MEANING OR INTERPRETATION OF THE SCHEME OR IMPLEMENTATION THEREOF OR IN ANY MATTER WHATSOEVER CONNECTED THEREWITH, INCLUDING PASSING OF SUCH ACCOUNTING ENTRIES AND /OR MAKING SUCH ADJUSTMENTS IN THE BOOKS OF ACCOUNTS AS CONSIDERED NECESSARY IN GIVING EFFECT TO THE SCHEME, AS THE BOARD MAY DEEM FIT AND PROPER
Caisse vote:
For
Applicable policy or principle:
PC_00