Outcome of Board Meeting - June 30, 2023

Housing Development Fin. Corp. Ltd.

30 June 2023

 

Ref. No.: SE/2023-24/131

June 30, 2023

BSE Limited                                                                           National Stock Exchange of India Limited

P. J. Towers,                                                                            Exchange Plaza, Plot No. C/1,

Dalal Street,                                                                            Bandra-Kurla Complex, Bandra (East),

Mumbai 400 001                                                                     Mumbai 400 051

Kind Attn: Sr. General Manager                                         Kind Attn: Head - Listing

                         DCS - Listing Department

Dear Sir/ Madam,

Sub:    Disclosure under Regulations 30, 42 and 60 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Re:      Effectiveness of the composite scheme of amalgamation ("Scheme") for the amalgamation of: (i) HDFC Investments Limited ("HDFC Investments"), and HDFC Holdings Limited ("HDFC Holdings"), wholly owned subsidiaries of the Housing Development Finance Corporation Limited ("Corporation"), with and into the Corporation; and (ii) the Corporation, with and into HDFC Bank Limited ("HDFC Bank")

This is in connection with our letter dated April 04, 2022 informing about the decision taken by the Board of Directors of the Corporation approving the Scheme under Sections 230 to 232 of the Companies Act, 2013, and rules and regulations thereunder, subject to receipt of various statutory and regulatory approvals.

This is also in connection with our letter dated March 17, 2023, whereby we informed that the National Company Law Tribunal, Mumbai bench ("NCLT") vide its order of the same date, has sanctioned the Scheme, under Sections 230 to 232 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder. The NCLT, thereafter vide its order dated April 20, 2023, approved extension of filing of the said order with Registrar of Companies ("RoC") for a period of 90 days with effect from April 27, 2023, so that necessary pending approvals can be obtained by the Corporation and/ or HDFC Bank within the said period.

In this regard, we wish to inform you that since all the required approvals have been obtained, the board of directors of the Corporation at its meeting held today i.e., June 30, 2023, has inter alia considered and noted/ approved the following:

(a)  Receipt of the certified copy of the order of the NCLT sanctioning the Scheme.

(b)  Saturday, July 1, 2023, to be the 'Effective Date' of the Scheme, on which date the certified order of the NCLT sanctioning the Scheme will be filed by HDFC Investments, HDFC Holdings, the Corporation and HDFC Bank with the RoC.

(c)  Appointed Date 1 under the Scheme for the amalgamation of HDFC Investments and HDFC Holdings with and into the Corporation, will thus be end of Friday, June 30, 2023 (being end of the day immediately preceding the Effective Date).

(d) Appointed Date 2 under the Scheme for the amalgamation of the Corporation with and into HDFC Bank, will thus be Saturday July 1, 2023 (being the same as Effective Date).

(e)  Vacation of office of all directors and key managerial personnel of the Corporation immediately on filing of certified order of the NCLT sanctioning the Scheme with the RoC.

We further wish to inform you that the board of directors of HDFC Bank in consultation with the board of directors of the Corporation has fixed the following as the Record Dates:

(i)         Thursday, July 13, 2023, for determining the shareholders of the Corporation who shall be issued and allotted the shares of HDFC Bank;

(ii)        Thursday, July 13, 2023, for continuation of warrants of the Corporation in the name of HDFC Bank;

(iii)       Wednesday, July 12, 2023 for transfer of non-convertible debentures of the Corporation in the name of HDFC Bank; and

(iv)       Friday, July 7, 2023 for transfer of commercial papers of the Corporation in the name of HDFC Bank.

The board of directors of the Corporation collectively places its gratitude to all key stakeholders of the Corporation - its shareholders, borrowers, channel partners, depositors, deposit agents, lenders and regulators for their unstinting support that has contributed to the successful track record of the Corporation over the years.

Thanking you,

Yours faithfully,

For Housing Development Finance Corporation Limited

Ajay Agarwal

Company Secretary

CC: London Stock Exchange

       10, Paternoster Square, London, EC4M

 

END