Exhibit 99
August 09, 2024
New York Stock Exchange
11, Wall Street,
New York,
NY 10005
USA
Dear Sir,
Sub: Outcome of 30th Annual General Meeting (AGM)- Proceedings, Combined e-voting results & Scrutinizer’s Report
We wish to inform you that the 30th Annual General Meeting (AGM) of the Bank was held on August 9, 2024 at 2:30 p.m. (IST) through two-way video conferencing (VC) means.
Please find enclosed herewith the following:
| 1. | Summary of proceedings of the 30th AGM; |
| 2. | Combined e-voting results in the prescribed format; and |
| 3. | Report on combined e-voting results dated August 9, 2024 issued by the Scrutinizer i.e. Ms. Manisha Maheshwari, Partner of M/s. Bhandari & Associates, Practising Company Secretaries |
You are requested to kindly take the same on your records.
Yours faithfully,
For HDFC Bank Limited
Sd/-
Ajay Agarwal
Company Secretary & Head - Group Oversight
Annexure A
Proceedings of the 30th Annual General Meeting (“AGM”) of the Bank
The 30th AGM of the Bank was held on Friday, August 9, 2024 at 02:30 p.m. (IST) through two-way video conferencing (VC) in compliance with the applicable laws including circulars issued by Ministry of Corporate Affairs, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time and applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
Mr. Atanu Chakraborty, Part-time Chairman of the Board of the Bank, chaired the meeting.
All the Directors were present at the AGM including Mr. M. D. Ranganath, Chairman of the Audit Committee, Mr. Keki Mistry, Chairman of the Stakeholders’ Relationship Committee and Mr. Harsh Kumar Bhanwala, who chairs the Nomination and Remuneration Committee meetings. The representatives of the joint Statutory Auditors, Secretarial Auditors and legal counsel of the Bank, were also present at the meeting.
At the outset, Mr. Ajay Agarwal, the Company Secretary of the Bank welcomed the shareholders to the AGM. He confirmed that the requisite quorum was present.
The Company Secretary thereafter informed that the requisite registers and documents were available for inspection by the Members till the conclusion of the meeting.
The Company Secretary further informed the shareholders that the joint Statutory Auditors and Secretarial Auditors had issued unqualified Audit Reports and pursuant to the applicable provisions of the Companies Act, 2013 and the Secretarial Standards, he stated that with the permission of the shareholders the Audit Reports and the Notice of the AGM would be taken as read.
Thereafter, the Chairman addressed the shareholders of the Bank with a brief speech wherein he apprised them, inter alia, about the domestic as well as global economic environment, the Bank’s performance, technological transformation and governance and risk architecture.
The following businesses as set out in the Notice of 30th AGM were proposed for consideration:
| Item No. | Particulars of the Resolution | Type of Resolution | ||
| Ordinary Business: | ||||
| 1 | To receive, consider and adopt the audited financial statements (standalone) of the Bank for the financial year ended March 31, 2024 along with the Reports of the Board of Directors and Auditors thereon. | Ordinary | ||
| 2 | To receive, consider and adopt the audited financial statements (consolidated) of the Bank for the financial year ended March 31, 2024 along with the Report of Auditors thereon. | Ordinary | ||
| 3 | To consider declaration of dividend on Equity Shares. | Ordinary | ||
| 4 | To appoint a Director in place of Mr. Bhavesh Zaveri (DIN: 01550468), who retires by rotation and being eligible, offers himself for re-appointment. | Ordinary | ||
| 5 | To appoint a director in place of Mr. Keki Mistry (DIN: 00008886), who retires by rotation and, being eligible, offers himself for re-appointment. | Ordinary | ||
| 6 | To appoint M/s. Batliboi & Purohit, Chartered Accountants as Joint Statutory Auditors and to fix the overall remuneration of the Joint Statutory Auditors. | Ordinary | ||
| Special Business: | ||||
| 7 | To Issue Long-Term Bonds (financing of infrastructure and affordable housing), Perpetual Debt Instruments (part of additional Tier I capital) and Tier II capital bonds through private placement mode. | Special | ||
| 8 | To grant equity stock options under Employees Stock Option Master Scheme - 2024. | Special | ||
The Chairman thereafter invited the shareholders to put forth their observations and seek clarifications, if any, relating to the annual financial statements, the Integrated Annual Report for FY 2023-24 and matters related thereto.
Some of the shareholders attending the meeting through VC, expressed their views / sought clarifications on various aspects such as customer service, overseas branches, dividend payout ratio, technological advancements, cyber security, synergies arising out of the merger with e-HDFC Limited, key financial ratios, Initial Public Offering (IPO) of HDB Financial Services Limited and reservation for shareholders of the Bank therein, etc. After all the queries were raised, the Chairman as well as the Managing Director & Chief Executive Officer, gave detailed responses to the said queries.
The Chairman reiterated that the e-voting facility was also available for thirty (30) minutes after the conclusion of the AGM, to those shareholders who had not already voted by means of remote e-voting. He further stated that Ms. Manisha Maheshwari, Partner of M/s. Bhandari & Associates, Practising Company Secretaries, had been appointed as Scrutinizer for scrutinizing the e-voting process in a fair and transparent manner.
The Chairman then stated that the results of the remote e-voting and e-voting at the 30th AGM, together with the Scrutinizer’s report, will be disclosed to the stock exchanges and displayed on the website of the Bank within two (2) working days from the conclusion of the AGM.
The Chairman thanked the shareholders for joining the 30th AGM of the Bank and concluded the meeting at 06.45 p.m. (IST).
Based on the Scrutinizer’s Report dated August 9, 2024 issued by Ms. Manisha Maheshwari, Partner of M/s. Bhandari & Associates, Practising Company Secretaries, all the aforementioned businesses were passed by shareholders with requisite majority.
 |
CIN: L65920MH1994PLC080618 Email: shareholder.grievances@hdfcbank.com Website: www.hdfcbank.com |
HDFC Bank Limited, HDFC House, H.T. Parekh Marg, 165-66, Backbay Reclamation Churchgate, Mumbai- 400020 Tel.: 022-66316000 |
HDFC BANK LIMITED - VOTING RESULTS OF THE THIRTIETH ANNUAL GENERAL MEETING
Date of declaration of result of Annual General Meeting | August 09, 2024 | |||||||||||||||
Total number of shareholders on cut off date (August 02, 2024) | 3746518 | |||||||||||||||
No. of Shareholders present in the meeting either in person or through proxy | ||||||||||||||||
Promoters and Promoter Group: | Not Applicable | |||||||||||||||
Public: | ||||||||||||||||
No. of Shareholders attended the meeting through Video Conferencing | ||||||||||||||||
Promoters and Promoter Group: | - | |||||||||||||||
Public: | 263 | |||||||||||||||
| Resolution required: (Ordinary/Special) | Ordinary (01) : To receive, consider and adopt the audited financial statements (standalone) of the Bank for the financial year ended March 31, 2024 along with the Reports of the Board of Directors and Auditors thereon. | |||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||||||||||
Category | Mode of Voting | No. of shares held | No. of Votes | % of Votes Polled on outstanding Shares | No. of Votes - | No. of Votes - | % of Votes Polled | % of Votes against on votes Polled | ||||||||
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||||||||||
Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
Public - Institutions | E-Voting | 4867827687 | 89.490 | 4859077617 | 8750070 | 99.820 | 0.180 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 5439520886 | 4867827687 | 89.490 | 4859077617 | 8750070 | 99.820 | 0.180 | |||||||||
Public - Non Institutions | E-Voting | 80968862 | 3.718 | 80738976 | 229886 | 99.716 | 0.284 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 2177972468 | 80968862 | 3.718 | 80738976 | 229886 | 99.716 | 0.284 | |||||||||
Total | 7617493354 | 4948796549 | 64.966 | 4939816593 | 8979956 | 99.819 | 0.181 | |||||||||
| Resolution required: (Ordinary/Special) | Ordinary (02) : To receive, consider and adopt the audited financial statements (consolidated) of the Bank for the financial year ended March 31, 2024 along with the Report of Auditors thereon. | |||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||||||||||
Category | Mode of Voting | No. of shares held | No. of Votes | % of Votes Polled on outstanding Shares | No. of Votes - | No. of Votes - | % of Votes Polled | % of Votes against on votes Polled | ||||||||
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||||||||||
Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
Public - Institutions | E-Voting | 4867827687 | 89.490 | 4862163674 | 5664013 | 99.884 | 0.116 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 5439520886 | 4867827687 | 89.490 | 4862163674 | 5664013 | 99.884 | 0.116 | |||||||||
Public - Non Institutions | E-Voting | 80953588 | 3.717 | 80723580 | 230008 | 99.716 | 0.284 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 2177972468 | 80953588 | 3.717 | 80723580 | 230008 | 99.716 | 0.284 | |||||||||
Total | 7617493354 | 4948781275 | 64.966 | 4942887254 | 5894021 | 99.881 | 0.119 | |||||||||
| Resolution required: (Ordinary/Special) | Ordinary (03) : To consider declaration of dividend on Equity Shares | |||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||||||||||
Category | Mode of Voting | No. of shares held | No. of Votes | % of Votes Polled on outstanding Shares | No. of Votes - | No. of Votes - | % of Votes Polled | % of Votes against on votes Polled | ||||||||
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||||||||||
Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
Public - Institutions | E-Voting | 4958035549 | 91.148 | 4958035549 | 0 | 100.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 5439520886 | 4958035549 | 91.148 | 4958035549 | 0 | 100.000 | 0.000 | |||||||||
Public - Non Institutions | E-Voting | 80958312 | 3.717 | 80734585 | 223727 | 99.724 | 0.276 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 2177972468 | 80958312 | 3.717 | 80734585 | 223727 | 99.724 | 0.276 | |||||||||
Total | 7617493354 | 5038993861 | 66.150 | 5038770134 | 223727 | 99.996 | 0.004 | |||||||||
| Resolution required: (Ordinary/Special) | Ordinary (04) : To appoint a director in place of Mr. Bhavesh Zaveri (DIN: 01550468), who retires by rotation and being eligible, offers himself for re-appointment | |||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||||||||||
Category | Mode of Voting | No. of shares held | No. of Votes | % of Votes Polled on outstanding Shares | No. of Votes - | No. of Votes - | % of Votes Polled | % of Votes against on votes Polled | ||||||||
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||||||||||
Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
Public - Institutions | E-Voting | 4956935169 | 91.128 | 4726137054 | 230798115 | 95.344 | 4.656 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 5439520886 | 4956935169 | 91.128 | 4726137054 | 230798115 | 95.344 | 4.656 | |||||||||
Public - Non Institutions | E-Voting | 80947640 | 3.717 | 80423486 | 524154 | 99.352 | 0.648 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 2177972468 | 80947640 | 3.717 | 80423486 | 524154 | 99.352 | 0.648 | |||||||||
Total | 7617493354 | 5037882809 | 66.136 | 4806560540 | 231322269 | 95.408 | 4.592 | |||||||||
| Resolution required: (Ordinary/Special) | Ordinary (05) : To appoint a director in place of Mr. Keki Mistry (DIN: 00008886), who retires by rotation and, being eligible, offers himself for re-appointment | |||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||||||||||
Category | Mode of Voting | No. of shares held | No. of Votes | % of Votes Polled on outstanding Shares | No. of Votes - | No. of Votes - | % of Votes Polled | % of Votes against on votes Polled | ||||||||
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||||||||||
Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
Public - Institutions | E-Voting | 4956935169 | 91.128 | 4678712605 | 278222564 | 94.387 | 5.613 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 5439520886 | 4956935169 | 91.128 | 4678712605 | 278222564 | 94.387 | 5.613 | |||||||||
Public - Non Institutions | E-Voting | 80943747 | 3.716 | 80406311 | 537436 | 99.336 | 0.664 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 2177972468 | 80943747 | 3.716 | 80406311 | 537436 | 99.336 | 0.664 | |||||||||
Total | 7617493354 | 5037878916 | 66.136 | 4759118916 | 278760000 | 94.467 | 5.533 | |||||||||
| Resolution required: (Ordinary/Special) | Ordinary (06) : To appoint M/s. Batliboi & Purohit, Chartered Accountants as Joint Statutory Auditors and to fix the overall remuneration of the Joint Statutory Auditors | |||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||||||||||
Category | Mode of Voting | No. of shares held | No. of Votes | % of Votes Polled on outstanding Shares | No. of Votes - | No. of Votes - | % of Votes Polled | % of Votes against on votes Polled | ||||||||
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||||||||||
Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
Public - Institutions | E-Voting | 4958035549 | 91.148 | 4946042328 | 11993221 | 99.758 | 0.242 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 5439520886 | 4958035549 | 91.148 | 4946042328 | 11993221 | 99.758 | 0.242 | |||||||||
Public - Non Institutions | E-Voting | 80945124 | 3.717 | 80592077 | 353047 | 99.564 | 0.436 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 2177972468 | 80945124 | 3.717 | 80592077 | 353047 | 99.564 | 0.436 | |||||||||
Total | 7617493354 | 5038980673 | 66.150 | 5026634405 | 12346268 | 99.755 | 0.245 | |||||||||
| Resolution required: (Ordinary/Special) | Special (07) : To Issue Long-Term Bonds (financing of infrastructure and affordable housing), Perpetual Debt Instruments (part of additional Tier I capital) and Tier II capital bonds through private placement mode | |||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||||||||||
Category | Mode of Voting | No. of shares held | No. of Votes | % of Votes Polled on outstanding Shares | No. of Votes - | No. of Votes - | % of Votes Polled | % of Votes against on votes Polled | ||||||||
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||||||||||
Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
Public - Institutions | E-Voting | 4958194563 | 91.151 | 4918041957 | 40152606 | 99.190 | 0.810 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 5439520886 | 4958194563 | 91.151 | 4918041957 | 40152606 | 99.190 | 0.810 | |||||||||
Public - Non Institutions | E-Voting | 80942692 | 3.716 | 80631121 | 311571 | 99.615 | 0.385 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 2177972468 | 80942692 | 3.716 | 80631121 | 311571 | 99.615 | 0.385 | |||||||||
Total | 7617493354 | 5039137255 | 66.152 | 4998673078 | 40464177 | 99.197 | 0.803 | |||||||||
| Resolution required: (Ordinary/Special) | Special (08) : To grant equity stock options under Employees Stock Option Master Scheme - 2024 | |||||||||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||||||||||
Category | Mode of Voting | No. of shares held | No. of Votes | % of Votes Polled on outstanding Shares | No. of Votes - | No. of Votes - | % of Votes Polled | % of Votes against on votes Polled | ||||||||
| 1 | 2 | (3)={(2)/(1)}*100 | 4 | 5 | (6)={(4)/(2)}*100 | (7)={(5)/(2)}*100 | ||||||||||
Promoter and Promoter Group | E-Voting | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 0 | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | |||||||||
Public - Institutions | E-Voting | 4952700948 | 91.050 | 4688641044 | 264059904 | 94.668 | 5.332 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 5439520886 | 4952700948 | 91.050 | 4688641044 | 264059904 | 94.668 | 5.332 | |||||||||
Public - Non Institutions | E-Voting | 80959203 | 3.717 | 80314277 | 644926 | 99.203 | 0.797 | |||||||||
| Poll | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Postal Ballot (If Applicable) | 0 | 0.000 | 0 | 0 | 0.000 | 0.000 | ||||||||||
| Total | 2177972468 | 80959203 | 3.717 | 80314277 | 644926 | 99.203 | 0.797 | |||||||||
Total | 7617493354 | 5033660151 | 66.080 | 4768955321 | 264704830 | 94.741 | 5.259 | |||||||||
Yours faithfully,
For HDFC Bank Limited
Sd/- |  | |||
Ajay Agarwal Company Secretary & Head - Group Oversight | ||||
Consolidated Scrutinizer’s Report for Remote E-Voting & E-Voting at the Thirtieth
(30th) Annual General Meeting of HDFC Bank Limited
[Pursuant to section 108 of the Companies Act, 2013 and
Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended]
To,
The Chairman
HDFC Bank Limited
CIN: L65920MH1994PLC080618
HDFC Bank House,
Senapati Bapat Marg,
Lower Parel (W),
Mumbai - 400 013
Dear Sir,
I, Manisha Maheshwari, Partner of M/s Bhandari & Associates, Company Secretaries, have been appointed as a Scrutinizer by the Board of Directors of HDFC Bank Limited (‘the Bank’), pursuant to Section 108 of the Companies Act, 2013 (‘the Act’) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) for the purpose of scrutinizing the remote e-voting process and e-voting process conducted at the 30th Annual General Meeting (‘AGM’) of the shareholders of the Bank held on Friday, August 09, 2024 at 02:30 P.M. (IST) through Video Conferencing (’VC’) or Other Audio Visual Means (’OAVM’) for the resolutions contained in the notice of the AGM, in a fair and transparent manner.
The management of the Bank is responsible to ensure compliance with the provisions of the Act and the rules made thereunder including Ministry of Corporate Affairs (‘MCA’) General Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020 and the subsequent circulars issued in this regard from time to time, the latest being Circular No. 9/2023 dated September 25, 2023 (hereinafter collectively referred to as ‘MCA Circulars’) and the Securities and Exchange Board of India (‘SEBI’) Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and the subsequent circulars issued in this regard from time to time, the latest being Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated October 07 2023, (hereinafter collectively referred to as ‘SEBI Circulars’) and other provisions of the Listing Regulations and the SEBI Master Circular No. SEBI/HO/AFD/AFD-PoD-2/P/CIR/2024/70 for Foreign Portfolio Investors, Designated Depository participants and Eligible Foreign Investors dated May 30, 2024 relating to voting through electronic means by remote e-voting and electronic voting at the AGM by the shareholders on the resolutions proposed in the Notice of 30th AGM of the Bank.
901, Kamla Executive Park, Off. Andheri Kurla Road, J. B. Nagar, Andheri East, Mumbai – 400059.
Tel: +91 22 4221 5300 Email: bhandariandassociates@gmail.com Website: www.bhandariandassociates.com
My responsibility as a scrutinizer for the e-voting process is restricted to prepare the Scrutinizer Report on the votes cast “in favour” or “against” the resolutions based on the reports generated from the e-voting system provided by the National Securities Depository Limited (‘NSDL’), the authorized service provider for extending the facility of electronic voting to the shareholders of the Bank.
Further to the above, I submit my report as under:
(i) | Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations, MCA Circulars and SEBI Circulars, the Bank has availed the e-voting facility offered by NSDL for conducting remote e-voting prior to AGM and e-voting at the AGM by the Shareholders who attended the AGM through VC / OAVM and who had not cast their vote through remote e-voting. |
(ii) | In terms of MCA Circulars and SEBI Circulars, the Bank had sent the notice of AGM along with Annual Report for the Financial Year 2023-24 in electronic form only to its members whose name(s) appeared in the Register of Members/ list of beneficiaries as on July 12, 2024. |
(iii) | The public advertisement with respect to dispatch of notices and conducting of voting through electronic means was published in an English newspaper “Business Standard” and a vernacular newspaper “Navshakti” of wide circulation in their respective editions dated July 19, 2024. |
(iv) | The shareholders of the Bank holding shares as on the cut-off date i.e. Friday, August 02, 2024 were entitled to vote on the resolutions as set out in the Notice of the AGM. |
(v) | The voting period for remote e-voting commenced on Monday, August 05, 2024 at 10:00 A.M. (IST) and ended on Thursday, August 08, 2024 at 05:00 P.M. (IST) and thereafter, the voting portal was blocked forthwith. The e-voting platform was then kept open for 30 minutes post conclusion of the question and answer session at the AGM. |
(vi) | On Friday, August 09, 2024 after the conclusion of the AGM, the report on the e-voting carried at the AGM and remote e-voting process were unblocked by me in the presence of two witnesses Mr. Saurabh Somani and Mr. Mit Shah. |
2 | P a g e
(vii) | I have scrutinized and verified the votes cast through e-voting at the AGM and remote e-voting based on the data generated from NSDL e-voting portal. |
I now submit my Consolidated Report on the Results of the remote e-voting and e-voting at the AGM in respect of said resolutions as under:
Item No. 1: Ordinary Resolution
Adoption of the audited financial statements (standalone) of the Bank for the financial year ended March 31, 2024 along with the Reports of the Board of Directors and Auditors thereon.
(i) Voted in favour of the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | 20 | 509,009 | 100 | |||
Remote e-voting | 9,538 | 4,939,307,584 | 99.82 | |||
| Total | 9,558 | 4,939,816,593 | 99.82 | |||
(ii) Voted against the resolution: | ||||||
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | Nil | Nil | 0.00 | |||
Remote e-voting | 108 | 8,979,956 | 0.18 | |||
| Total | 108 | 8,979,956 | 0.18 | |||
(iii) Invalid votes: | ||||||
Mode of voting | Number of Members voted | Number of votes cast by Members | ||||
E-voting at AGM | Nil | Nil | ||||
Remote e-voting | 1 | 10,272 | ||||
| Total | 1 | 10,272 | ||||
3 | P a g e
Item No. 2: Ordinary Resolution
Adoption of the audited financial statements (consolidated) of the Bank for the financial year ended March 31, 2024 along with the Report of Auditors thereon.
(i) Voted in favour of the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | 20 | 509,009 | 100 | |||
Remote e-voting | 9,512 | 4,942,378,245 | 99.88 | |||
| Total | 9,532 | 4,942,887,254 | 99.88 | |||
(ii) Voted against the resolution: | ||||||
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | Nil | Nil | 0.00 | |||
Remote e-voting | 113 | 5,894,021 | 0.12 | |||
| Total | 113 | 5,894,021 | 0.12 | |||
(iii) Invalid votes: | ||||||
Mode of voting | Number of Members voted | Number of votes cast by Members | ||||
E-voting at AGM | Nil | Nil | ||||
Remote e-voting | 1 | 10,272 | ||||
| Total | 1 | 10,272 | ||||
4 | P a g e
Item No. 3: Ordinary Resolution
Declaration of dividend of Rs. 19.50/- per Equity Share for the Financial Year ended March 31, 2024.
(i) Voted in favour of the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | 19 | 509,004 | 100 | |||
Remote e-voting | 9,531 | 5,038,261,130 | 100 | |||
| Total | 9,550 | 5,038,770,134 | 100 | |||
(ii) Voted against the resolution: | ||||||
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | 1 | 5 | 0.00 | |||
Remote e-voting | 106 | 223,722 | 0.00 | |||
| Total | 107 | 223,727 | 0.00 | |||
(iii) Invalid votes: | ||||||
Mode of voting | Number of Members voted | Number of votes cast by Members | ||||
E-voting at AGM | Nil | Nil | ||||
Remote e-voting | 1 | 10,272 | ||||
| Total | 1 | 10,272 | ||||
5 | P a g e
Item No. 4: Ordinary Resolution
Re-appointment of Mr. Bhavesh Zaveri (DIN: 01550468), who retires by rotation and being eligible, offers himself for re-appointment.
(i) Voted in favour of the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | 19 | 509,004 | 100 | |||
Remote e-voting | 9,087 | 4,806,051,536 | 95.41 | |||
| Total | 9,106 | 4,806,560,540 | 95.41 | |||
(ii) Voted against the resolution: | ||||||
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | Nil | Nil | 0.00 | |||
Remote e-voting | 525 | 231,322,269 | 4.59 | |||
| Total | 525 | 231,322,269 | 4.59 | |||
(iii) Invalid votes: | ||||||
Mode of voting | Number of Members voted | Number of votes cast by Members | ||||
E-voting at AGM | Nil | Nil | ||||
Remote e-voting | 1 | 10,272 | ||||
| Total | 1 | 10,272 | ||||
6 | P a g e
Item No. 5: Ordinary Resolution
Re-appointment of Mr. Keki Mistry (DIN: 00008886), who retires by rotation and being eligible, offers himself for re-appointment.
(i) Voted in favour of the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | 19 | 509,004 | 100 | |||
Remote e-voting | 8,998 | 4,758,609,912 | 94.47 | |||
| Total | 9,017 | 4,759,118,916 | 94.47 |
(ii) Voted against the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | Nil | Nil | 0.00 | |||
Remote e-voting | 617 | 278,760,000 | 5.53 | |||
| Total | 617 | 278,760,000 | 5.53 |
(iii) Invalid votes:
Mode of voting | Number of Members voted | Number of votes cast by Members | ||||
E-voting at AGM | Nil | Nil | ||||
Remote e-voting | 1 | 10,272 | ||||
| Total | 1 | 10,272 |
7 | P a g e
Item No. 6: Ordinary Resolution
Appointment of M/s. Batliboi & Purohit, Chartered Accountants as Joint Statutory Auditor of the Bank for a period of 3 (three) years with effect from FY 2024-25 till and including FY 2026-27 and fix the overall remuneration of the Joint Statutory Auditors.
(i) Voted in favour of the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | 19 | 509,004 | 100 | |||
Remote e-voting | 9,295 | 5,026,125,401 | 99.75 | |||
| Total | 9,314 | 5,026,634,405 | 99.75 |
(ii) Voted against the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | Nil | Nil | 0.00 | |||
Remote e-voting | 299 | 12,346,268 | 0.25 | |||
| Total | 299 | 12,346,268 | 0.25 |
(iii) Invalid votes:
Mode of voting | Number of Members voted | Number of votes cast by Members | ||||
E-voting at AGM | Nil | Nil | ||||
Remote e-voting | 1 | 10,272 | ||||
| Total | 1 | 10,272 |
8 | P a g e
Item No. 7: Special Resolution
Issue of Long-Term Bonds (financing of infrastructure and affordable housing), Perpetual Debt Instruments (part of additional Tier I capital) and Tier II capital bonds of an amount in aggregate not exceeding Rs. 60,000/- crore through private placement mode.
(i) Voted in favour of the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | 19 | 509,004 | 100 | |||
Remote e-voting | 9,315 | 4,998,164,074 | 99.20 | |||
| Total | 9,334 | 4,998,673,078 | 99.20 |
(ii) Voted against the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | Nil | Nil | 0 | |||
Remote e-voting | 305 | 40,464,177 | 0.80 | |||
| Total | 305 | 40,464,177 | 0.80 |
(iii) Invalid votes:
Mode of voting | Number of Members voted | Number of votes cast by Members | ||||
E-voting at AGM | Nil | Nil | ||||
Remote e-voting | 1 | 10,272 | ||||
| Total | 1 | 10,272 |
9 | P a g e
Item No. 8: Special Resolution
Grant of equity stock options under Employees Stock Option Master Scheme – 2024.
(i) Voted in favour of the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | 19 | 521,454 | 100 | |||
Remote e-voting | 8,708 | 4,768,433,867 | 94.74 | |||
| Total | 8,727 | 4,768,955,321 | 94.74 |
(ii) Voted against the resolution:
Mode of voting | Number of Members voted | Number of votes cast by Members | % of total number of valid votes cast | |||
E-voting at AGM | 1 | 5 | 0.00 | |||
Remote e-voting | 919 | 264,704,825 | 5.26 | |||
| Total | 920 | 264,704,830 | 5.26 |
(iii) Invalid votes:
Mode of voting | Number of Members voted | Number of votes cast by Members | ||||
E-voting at AGM | Nil | Nil | ||||
Remote e-voting | 1 | 10,272 | ||||
| Total | 1 | 10,272 |
10| P a g e
(viii) | All the resolutions mentioned in the AGM notice dated June 20, 2024 as per the details above stand passed with requisite majority on August 09, 2024. |
(ix) | The electronic data and all other relevant records relating to the e-voting is under my safe custody and all will be handed over to the Company Secretary for preserving safely after the Chairman considers, approves and signs the minutes of the 30th AGM. |
Thanking You,
Yours Faithfully,
For Bhandari & Associates
Company Secretaries
Unique Identification No.: P1981MH043700
Peer Review Certificate No.: 611/2019
Sd/-
Manisha Maheshwari
Partner
ACS No.: 30224; C P No.: 11031
Mumbai | August 09, 2024
ICSI UDIN: A030224F000943510
Sd/- | Sd/- | |||
Witness 1: Saurabh Somani | Witness 2: Mit Shah |
Counter signed by:
For HDFC Bank Limited
Sd/-
Ajay Agarwal
Company Secretary and Head- Group Oversight
FCS:9023
(Under Authority by the Chairman)
11 | P a g e