NOTICE
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Notice is hereby given that an Extra Ordinary General Meeting of the Members of HDFC Asset Management Company Limited (“the Company”) will be held at “HDFC House”, 2nd Floor, H.T.
Parekh Marg, 165 – 166, Backbay Reclamation, Churchgate, Mumbai – 400 020 on May 27, 2017 at 9.30 a.m. on a shorter notice to transact the following business:
SPECIAL BUSINESS:
Item No. 1: Approval for increase in threshold of loans/ guarantees, providing of securities and making of investments in securities under Section 186 of the Companies Act, 2013
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT in supersession to the special resolution passed by the Shareholders at the extra- ordinary general meeting held on April 16, 2014 and pursuant to provisions of the Companies Act, 2013 (the “Companies Act”) including without limitation Section 186 and such other applicable provisions, if any, read with the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force and as may be enacted from time to time), consent and approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”, which term shall be deemed to include, unless the context otherwise requires, any committee of the Board or any officer(s) authorised by the Board to exercise the powers conferred on the Board under this resolution) to exercise its powers to:
i. give any loan(s) to any person or other body corporate; and/or
ii. give any guarantee(s) or provide security(ies) (including in the nature of indemnity(ies)) in connection with a loan to any other body corporate or person; and/or
iii. make investment (by way of subscription, purchase or otherwise) in the securities of any other body corporate including in Equity Shares, Preference Share(s), Debenture(s), Debenture Stock(s), Inter Corporate Deposits (excluding bank deposits) of Body Corporate(s), Securitized Debt Instruments viz. Pass through Certificates (PTC) etc., Government Securities, unit(s) of schemes of Alternative Investment Funds, units of schemes of Mutual Funds and other Securities as defined under Securities Contracts (Regulation) Act, 1956;
iv. give any guarantee or security(ies) (including in the nature of indemnity(ies)) in favour of any fellow subsidiary or any other persons, who may be a related party.
in one or more tranches, from time to time, up to the maximum amount of Rs. 1500 crores (Rupees One Thousand and Five Hundred Crores only), notwithstanding that the investments/ acquisitions, loans, guarantee, securities, indemnities to be provided along with Company’s existing loans or guarantee/security/ indemnity or investments/ acquisitions may exceed sixty percent of the Company’s paid-up shares capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more.
RESOLVED FURTHER THAT the Board or any Committee thereof and / or Managing Director and / or any Whole-time Director(s)and / or any Officer(s) as may be authorised by the Board or any Committee thereof as per the applicable provisions of the Companies Act be and are hereby authorised to take from time to time all decisions and steps in respect of the matters as stated under Para i to iv above including the timing, amount and other terms and conditions of such matters and varying the same through transfer, sale, disinvestments or otherwise either in part or in full as it may deem appropriate, and to do and perform all such acts, deeds, matters and things, as may be necessary or expedient in this regard and to exercise all the rights and powers which would vest in the Company in pursuance of such loans, guarantees and investments/ acquisitions.”
Item No. 2: Approval for Increase in Borrowings Limits:
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT in supersession of the resolution passed by the Shareholders of the Company at the Extra-ordinary General meeting held on April 16, 2014 and subject to the provisions of the Companies Act, 2013 (“Companies Act”) including without limitation Section 180(c) and such other applicable provisions, if any, read with the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modifications, or re-enactments thereof) and pursuant to the provisions of the Articles of Association of the Company, the consent and approval of the Company be and is hereby accorded to the Board of Directors of the Company to borrow any sum or sums of money including in the form of Inter Corporate Deposit, Debentures, loans – short term or long term, line of credits/ overdrafts, etc. from time to time at its discretion, for the purpose of the business of the Company, from any one or more Banks, Financial Institutions and other Persons, Firms, Bodies Corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is Rs. 1,500 crores (Rupees One Thousand and Five Hundred Crores only).
RESLOVED FURTHER THAT the Board of Directors be and is hereby authorized to negotiate, arrange and decide terms and conditions of such borrowings, finalise and execute all such deeds, documents and writing as may be necessary, desirable or expedient, settle any question, difficulty or doubt that may arise in this regard, do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper or desirable and to delegate all or any of these powers to any Committee of Directors or Managing Director or Whole time Director or Director or any other officer of the Company or any other person.
BY ORDER OF THE BOARD For HDFC Asset Management Company Limited
Sd/- Sylvia Furtado Company Secretary Membership No. A17976 Place: Mumbai
Date: May 26, 2017
CIN No.: U65991MH1999PLC123027 REGISTERED OFFICE:
“HDFC House”, 2nd Floor, H. T. Parekh Marg, 165 - 166, Backbay Reclamation, Churchgate, Mumbai – 400 020
Tel.: 022 – 6631 6333, Fax: 022 – 2204 4304, 66580200, Website: www.hdfcfund.com
NOTES:
1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS MEETING MAY APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER OF THE COMPANY, PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THIS MEETING. Pursuant to Section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than fifty members holding in aggregate, not more than ten percent of the total share capital of the Company. Members holding more than ten percent of the total share capital of the Company may appoint a single person as Proxy, who shall not act as a Proxy for any other Member.
2 EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013, IN RESPECT OF SPECIAL BUSINESS IS ANNEXED HERETO AND FORMS PART OF THIS NOTICE.
3 ALL DOCUMENTS REFERRED TO IN THE NOTICE AND EXPLANATORY STATEMENT ARE OPEN FOR INSPECTION AT THE REGISTERED OFFICE OF THE COMPANY DURING OFFICE HOURS ON ALL DAYS EXCEPT SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS; BETWEEN 11.00 A.M. AND 1.00 P.M. UPTO THE DATE OF THE EXTRA ORDINARY GENERAL MEETING.
EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 ITEM NO. 1
Pursuant to provisions of the Companies Act 2013 (“Companies Act”) including without limitation Section 186 and rules made thereunder, the Company is required to obtain prior approval of shareholders by way of a Special Resolution for any loan given, guarantee or security (including in the nature of indemnity(ies)) provided in connection with any loan given to any Body Corporate or person and investments in the securities of any other body corporate exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more. In this context the Company’s shareholders had approved a limit of Rs.950 Crore as the limit on loan, guarantees and investments under section 372A of the Companies Act, 1956 in the Extra Ordinary General Meeting held on April 16, 2014.
As a measure of achieving business objectives, permission of the shareholders is sought pursuant to provisions of the Companies Act including without limitation Section 186 and rules to make loan(s) and/or give any guarantee(s)/provide any security(ies) (including in the nature of indemnities) in connection with loan(s) made and/or acquire by way of subscription, purchase or otherwise, the securities of any other body corporate and/or give guarantee or security(ies) (including in the nature of indemnity(ies)) in favour of any fellow subsidiary or any other persons, who may be a related party, as the Board may in their absolute discretion deem beneficial and in the interest of the Company in excess limits prescribed under Section 186 aforesaid from time to time, in one or more tranches, upto i) maximum amount of Rs. 1500 crores, if the investments/ acquisitions, loans, guarantee, securities to be provided along with Company’s existing loans or guarantee/ security are in excess of the limits prescribed under Section 186 aforesaid or ii) the maximum limits so prescribed under Section 186 (as may be amended from time to time), whichever is higher.
None of the Directors on the Board or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolutions except to the extent of their investments in the Schemes of HDFC Mutual Fund and by virtue of the Company being the Investment Manager of HDFC Mutual Fund.
The Board of Directors recommends the special resolutions set forth as Item No. 1 of the Notice for approval of the shareholders.
ITEM NO. 2
Section 180(1)(c) of the Companies Act, 2013, requires shareholders to approve by way of a Special Resolution, a limit on the monies to be borrowed by a company (excluding temporary loans obtained from the company’s bankers in the ordinary course of business), when the aggregate borrowings of the Company exceed the aggregate of the paid-up capital of the company and its free reserves. In this context, the Company’s shareholders had approved a limit of Rs. 800 crores as the limit on borrowings under section 180(1) (c) of the Companies Act, 2013 in the Extra Ordinary General Meeting held on April 16, 2014.
Keeping in view your Company’s business requirements and growth plans, it is considered desirable to increase the said borrowing limits under the provisions of Section 180(1)(c) of the Companies Act, 2013 (the “Act”).
The Board of Directors recommends the special resolutions set forth as Item No. 2 of the Notice for approval of the shareholders.
None of the Directors, Key Managerial Personnel and relatives thereof are deemed to be concerned or interested in the proposed resolution.
BY ORDER OF THE BOARD For HDFC Asset Management Company Limited
Sd/- Sylvia Furtado Company Secretary Membership No. A17976
Place: Mumbai Date: May 26, 2017
CIN No.: U65991MH1999PLC123027 Registered Office:
“HDFC House”, 2nd Floor, H. T. Parekh Marg,
165 - 166, Backbay Reclamation, Churchgate,
Mumbai – 400 020
Tel.: 022 – 6631 6333, Fax: 022 – 2204 4304, 66580200, Website: www.hdfcfund.com
